GREAT BASIN EXPLORATION & MINING CO., INC.
0000 XXXXX XXXXX XXXXXX, XXXXX 0000
XXXXX X'XXXXX, XXXXX 00000
October 28, 1997
First Point Minerals Corp.
0000 X. Xxxxxx Xxxxxx, #0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Re: Option to Acquire Xxxxxx and Water Canyon Properties,
Lander County, Nevada
Gentlemen:
This letter, when countersigned by you, will confirm and memorialize our
agree ment with respect to the grant by Great Basin Exploration & Mining Co.,
Inc. ("GBEM") to you of an option (the "Option") to acquire the Xxxxxx and Water
Canyon properties (comprised of the claims set forth on Exhibit A hereto; the
"Claims") held by GBEM, and the terms upon which the Option may be exercised by
you. Our agreement is on the terms, and subject to the conditions, described
below.
1. Fundamental Terms.
A. GBEM hereby grants you the Option. The terms of the Option are as
follows: (i) subject to the provisions of Items 1C and 4 hereof, the Option may
be exercised by you at any time on or before August 31, 2002 (the "Expiration
Date") to acquire all or any portion of the Claims (the "Exercised Claims");
(ii) within 90 days following exercise of the Option (in whole or in part) you
shall deliver to GBEM or its permitted assigns 200,000 shares of common stock
(the "Shares") of First Point Minerals Corp. ("First Point"); and (iii) upon
delivery of the Shares following exercise GBEM shall execute and deliver to you
a quitclaim deed conveying all of GBEM's right, title and interest in and to the
Exercised Claims.
B. The Shares to be issued upon the exercise of the Option are subject
to adjustment from time to time upon the occurrence of any of the events as
follows.
(i) In case First Point shall: (a) pay a dividend in shares of
common stock, (b) subdivide its outstanding shares of common stock into a
greater number of shares, (c) combine its outstanding shares of common stock
into a smaller number of shares, or (d) issue, by reclassification of its shares
of common stock, any shares of its capital stock, the amount of the Shares to be
issued upon the exercise of the Option immediately prior thereto shall be
adjusted so that upon the exercise of the Option there shall be issued that
number of Shares which a holder of the Shares would have owned or would have
been entitled to receive after the happening of such event had the Option been
exercised immediately prior to the record date, in the case of such dividend, or
the effective date, in the case of any such subdivision, combination or
reclassification. An adjustment made pursuant to this Item 1B shall be made
whenever any of such events shall occur, but shall become effective
retroactively after such record date or such effective date, as the case may be,
as to any exercise between such record date or effective date and the date of
happening of any such event.
(ii) In case of any merger of First Point with any other
corporation (other than a merger in which First Point is the continuing
corporation), any share exchange or any sale or transfer (other than to a wholly
owned subsidiary) of all or substantially all of the assets of First Point,
either First Point, the corporation into which First Point shall have been
merged, the corporation which shall have acquired all the issued or all the
outstanding shares of common stock of First Point or the corporation which shall
have acquired such assets, as the case may be, shall make appropriate provision
so that, upon exercise of the Option, there shall be issued the kind and amount
of shares of stock and other securities and property receivable upon such
merger, share exchange, or transfer which a holder of the Shares would have
received had the Option been exercised immediately prior to such merger, share
exchange or transfer. The above provisions shall similarly apply to successive
mergers, share exchanges or transfers.
C. Upon execution of this letter agreement you shall pay GBEM the
amount of US$11,178 as reimbursement for payments made by GBEM since August 1,
1997 to governmental authorities to maintain the Claims. From the date hereof
through the Expiration Date (unless, commencing calendar year 1999, you shall
notify GBEM in writing on or before May 31st of a calendar year that you do not
intend to make those payments which may be due to governmental authorities in
August and September of such calendar year, in which case any Claims with
respect to which you have stated your intention not to make payments shall no
longer be deemed a Claim subject to the Option) you shall make, in the name of
GBEM, any and all payments to governmental authorities required to maintain all
of the Claims in good standing. In the event that you fail to make any of the
payments provided for in this Item 1C when due, you shall incur liability for
damages suffered by GBEM resulting from such failure to pay any such payment
when due (up to a maximum aggregate amount of liability for such damages of
US$35,000), the Option shall immediately terminate and become null and void and
of no further force or effect, you shall be prohibited from acquiring any of the
Claims (directly or indirectly) for a period of two years following such date of
termination of the Option.
2. Covenants. First Point covenants and agrees that the Shares delivered
upon exercise of the Option shall, upon delivery, be duly and validly authorized
and issued, fully paid and non-assessable, and free from all stamp-taxes, liens,
and charges with respect to the purchase thereof. GBEM covenants and agrees that
it shall not encumber or transfer (other than pursuant to exercise of the
Option) the Claims subject to the Option from the date hereof through the
earlier to occur of the Expiration Date or termination of the Option pursuant to
Item 1C hereof.
3. Representations and Warranties. GBEM represents and warrants that, to
the best of its knowledge, other than rights of Serem Gatro Canada Inc. ("SGC")
arising pursuant to and in accordance with that certain Participation Agreement,
by and among SGC, GBEM and Great Basin Management Co., Inc., dated May 31, 1995
(the "Participation Agreement"), the Claims are unencumbered. First Point
represents and warrants that it has received and reviewed the Participation
Agreement and has been advised by GBEM to seek the advice and assistance of
counsel in connection therewith..
4. Participation Agreement Compliance. All of the applicable terms and
conditions of Section 14.01 of the Participation Agreement shall be satisfied
prior to any exercise of the Option. Each party shall cooperate with the other
and use its best efforts to comply therewith.
5. Press Releases and Disclosure. Each party agrees that it will not issue
any press release or other disclosure of this letter agreement without the prior
approval of the other, which shall not be unreasonably withheld, unless such
disclosure is required by law or the rules or practices of any stock exchange or
automated quotation system and time does not permit the obtaining of such
consent, or such consent is withheld.
6. Permitted Assigns. GBEM may assign its right to receive the Shares upon
exercise of the Option to any corporation which owns all of the outstanding
shares of capital stock of GBEM (a "Parent Corporation") or to any corporation
which owns all of the outstanding shares of capital stock of a Parent
Corporation. You may assign the Option to (i) any corporation all of the
outstanding shares of capital stock of which are owned, directly or indirectly,
by First Point or (ii) any joint venture to which First Point is a party, but
any such assignment shall not relieve First Point of the obligation to issue the
Shares following exercise of the option.
7. Entire Agreement and Governing Law. This letter agreement is the sole
and entire agreement between the parties with respect to the subject matter
hereof and shall be governed by the laws of the State of Idaho of the United
States of America.
8. Further Assurances. The parties agree to take such further action and
execute such additional documents as may be necessary to fully effectuate the
terms of this letter agreement.
Very truly yours,
GREAT BASIN EXPLORATION & MINING CO.,
INC.
By
-----------------------------------
Xxxxxx Xxxxxxx, President and Chief
Executive Officer
Confirmed and Agreed:
FIRST POINT MINERALS CORP.
By Date:
---------------------------------- -----------------
Xxxxx Xxxxxxxx, President and
Chief Executive Officer
The following is a compilation of claims associated with the Xxxxxx property.
The property is located in Sections 28, 29, 30, 31, 32, and 33, T20N, R44E,
MDB&M, Lander County, Nevada
Recorded in Co.
Name of claims(s) or site(s): Location Date Book Page
--------------------------- ------------- -------------------------
BLM Serial No(s):
----------------
49ER 425 9/22/96 436 183 757658
49ER 426 9/22/96 436 182 757659
49ER 427 9/22/96 436 181 757660
49ER 428 9/22/96 436 188 757661
49ER 429 9/22/96 436 179 757662
49ER 430 9/22/96 436 178 757663
49ER 431 9/22/96 436 177 757664
49ER 432 9/22/96 436 176 757665
49ER 433 9/22/96 436 175 757666
49ER 434 9/22/96 436 174 757667
49ER 435 9/22/96 436 173 757668
49ER 436 9/22/96 436 172 757669
49ER 525 9/22/96 436 171 757670
49ER 526 9/22/96 436 170 757671
49ER 527 9/22/96 436 169 757672
49ER 528 9/22/96 436 168 757673
49ER 529 9/22/96 436 167 757674
49ER 530 9/22/96 436 166 757675
49ER 531 9/22/96 436 165 757676
49ER 532 9/22/96 436 164 757677
49ER 533 9/22/96 436 163 757678
49ER 534 9/22/96 436 162 757679
49ER 535 9/22/96 436 161 757680
49ER 536 9/22/96 436 160 757681
49ER 625 9/22/96 436 159 757682
49ER 626 9/22/96 436 158 757683
49ER 627 9/22/96 436 157 757684
49ER 628 9/22/96 436 156 757685
49ER 629 9/22/96 436 155 757686
49ER 630 9/22/96 436 154 757687
49ER 631 9/22/96 436 153 757688
49ER 632 9/22/96 436 152 757689
49ER 633 9/22/96 436 151 757690
49ER 634 9/22/96 436 150 757691
49ER 635 9/22/96 436 149 757692
49ER 636 9/22/96 436 148 757693
49ER 725 9/22/96 436 147 757694
49ER 726 9/22/96 436 146 757695
49ER 727 9/22/96 436 145 757696
49ER 728 9/22/96 436 144 757697
49ER 729 9/22/96 436 143 757698
49ER 730 9/22/96 436 142 757699
49ER 731 9/22/96 436 141 757700
49ER 732 9/22/96 436 140 757701
49ER 733 9/22/96 436 139 757702
49ER 734 9/22/96 436 138 757703
49ER 735 9/22/96 436 137 757704
49ER 736 9/22/96 436 136 757705
The following is a compilation of claims associated with the
Water Canyon property. The property is located in Sections
27, 28, 33, and 34, T20N, R47E, MDB&M,
Lander County, Nevada
Recorded in Co.
Name of claims(s) or site(s): Location Date Book Page
--------------------------- ------------- ------------------------
BLMSerialNo(s):
--------------
WC 651 9/25/96 436 244 757706
WC 652 9/25/96 436 243 757707
WC 653 9/25/96 436 242 757708
WC 654 9/25/96 436 241 757709
WC 655 9/25/96 436 240 757710
WC 656 9/25/96 436 239 757711
WC 657 9/25/96 436 238 757712
WC 658 9/25/96 436 237 757713
WC 659 9/25/96 436 236 757714
WC 660 9/25/96 436 235 757715
WC 661 9/25/96 436 234 757716
WC 662 9/25/96 436 233 757717
WC 663 9/25/96 436 232 757718
WC 664 9/25/96 436 231 757719
WC 665 9/25/96 436 230 757720
WC 751 9/25/96 436 229 757721
WC 752 9/25/96 436 228 757722
WC 753 9/25/96 436 227 757723
WC 754 9/25/96 436 226 757724
WC 755 9/25/96 436 225 757725
WC 756 9/25/96 436 224 757726
Recorded in Co.
Name of claims(s) or site(s): Location Date Book Page
---------------------------- ------------- -----------------------
BLMSerialNo(s):
--------------
WC 757 9/25/96 436 223 757727
WC 758 9/25/96 436 222 757728
WC 759 9/25/96 436 221 757729
WC 760 9/25/96 436 220 757730
WC 761 9/25/96 436 219 757731
WC 762 9/25/96 436 218 757732
WC 763 9/25/96 436 217 757733
WC 764 9/25/96 436 216 757734
WC 765 9/25/96 436 215 757735
WC 851 9/24/96 436 214 757736
WC 852 9/24/96 436 213 757737
WC 853 9/24/96 436 212 757738
WC 854 9/24/96 436 211 757739
WC 855 9/24/96 436 210 757740
WC 856 9/24/96 436 209 757741
WC 857 9/24/96 436 208 757742
WC 858 9/24/96 436 207 757743
WC 859 9/24/96 436 206 757744
WC 860 9/24/96 436 205 757745
WC 861 9/24/96 436 204 757746
WC 862 9/24/96 436 203 757747
WC 863 9/24/96 436 202 757748
WC 864 9/24/96 436 201 757749
WC 865 9/24/96 436 200 757750
Recorded in Co.
Name of claims(s) or site(s): Location Date Book Page
---------------------------- ------------- ----------------------
BLMSerialNo(s):
--------------
WC 951 9/24/96 436 199 757751
WC 952 9/24/96 436 198 757752
WC 953 9/24/96 436 197 757753
WC 954 9/24/96 436 196 757754
WC 955 9/24/96 436 195 757755
WC 956 9/24/96 436 194 757756
WC 957 9/24/96 436 193 757757
WC 958 9/24/96 436 192 757758
WC 959 9/24/96 436 191 757759
WC 960 9/24/96 436 190 757760
WC 961 9/24/96 436 189 757761
WC 962 9/24/96 436 188 757762
WC 963 9/24/96 436 187 757763
WC 964 9/24/96 436 186 757764
WC 965 9/24/96 436 185 757765
