ASSET PURCHASE AGREEMENT
THIS
AGREEMENT dated the 14th
day of
August, 2006.
BETWEEN:
XXXXX
XXXXX
(the
"Vendor")
OF
THE FIRST PART
AND:
DRAYTON HARBOR
RESOURCES INC.
(the
"Purchaser")
OF
THE SECOND PART WHEREAS
A. The
Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the "Claims"),
collectively
called CANYON GOLD MINE. The Claims of the
Vendor are more particularly described in Schedule "A" attached hereto and
forming
part of
this Agreement;
B. The
Vendor has agreed to sell and the Purchaser has agreed to purchase all of the
Claims of the Vendor in accordance with the terms of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms
and covenants herein and other good and valuable consideration, the receipt
and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
1.
PURCHASE
AND SALE
OF ASSETS
1.1 Sale
of Assets. Subject to the terms and conditions of this Agreement, the
Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser
hereby purchases
the
Vendor's Claims.
1.2 Purchase
Price. The purchase price payable by the Purchaser to the Vendor for
the Vendor's Claims is USD $ 15,000 (the "Purchase
Price"). If
applicable, subject to a carried 3%
Net
Smelter Royalty as described in Appendix "A".
1.3 Payment
of the Purchase Price. The Purchase Price will be paid by the delivery
of a cheque.
1.4 Delivery
of
Claims. The Vendor delivers to the Purchaser, on execution hereof, all
of the Claims unconditionally and free and clear of all liens, charges, or
encumbrances,
except
where disclosed.
2. COVENANTS
OF THE PARTIES
2.1 Covenants.
The parties undertake to keep the information with respect to this Agreement,
the terms herein, and any related, underlying or subsequent
agreements
(the "Information")
confidential
and not to directly or indirectly disclose the Information at any time to any
person or persons or use the Information for any purpose
whatsoever.
3. REPRESENTATIONS
OF THE VENDOR
3.1 Representations.
The Vendor represents and warrants to the Purchaser as follows,
with the intent that the Purchaser will rely on the representations in entering
into
this
Agreement,
and in concluding the purchase and sale contemplated by this
Agreement:
| (a) |
Capacity
to Sell. The Vendor is Xxxxx Xxxxx, having the power and capacity
to own and dispose of the Claims, and to enter into this Agreement
and
carry out its terms to the full extent;
|
| (b) |
Authority
to Sell. The execution and delivery of this Agreement, and the
completion of the transaction contemplated by this Agreement has been
duly
and validly authorized by all necessary corporate action on the part
of
the Vendor, and this Agreement constitutes a legal, valid and binding
obligation of the Vendor enforceable against the Vendor in accordance
with
its terms except as may be limited by laws of general application
affecting the rights of creditors;
|
| (c) |
Sale
Will Not Cause Default. Neither the execution and delivery of
this Agreement, nor the completion of the purchase and sale contemplated
by this Agreement will:
|
| (i) | violate any of the terms and provisions of the constating documents or bylaws or articles of the Vendor, or any order, decree, statute, bylaw, regulation, covenant, restriction applicable to the Vendor or the Claims; |
| (ii) |
give
any person the right to terminate, cancel or otherwise deal with the
Claims; or result
in any fees, duties, taxes, assessments or other amounts relating to
the
Claims becoming due or payable other than tax payable
by the Purchaser in connection with the purchase and
sale;
|
| (d) |
Encumbrances.
The Vendor owns and possesses and has a good marketable title to the
Claims free and clear of all legal claims, mortgages, liens, charges,
pledges, security interest, encumbrances or other claims, except where
as
disclosed;
|
| (e) |
Litigation.
There is no litigation or administrative or governmental proceeding
or
inquiry pending or, to the knowledge of the Vendor, threatened against
or
relating to the Claims, nor does the Vendor know of or have reasonable
grounds that there is any basis for any such action, proceeding or
inquiry;
|
| (f) |
No
Defaults. Except as otherwise expressly disclosed in this
Agreement there has not been any default in any obligation to be performed
under any of the Claims, which are in good standing and in full force
and
appropriate effect; and
|
| (g) |
Good
Standing. Prior to closing this Agreement, the Vendor will
maintain, as required, the Claims in good
standing.
|
4. COVENANTS
OF THE VENDOR
4.1 Procure
Consents. The Vendor will diligently and expeditiously take all
reasonable steps requested by the Purchaser to obtain all necessary consents
to
effect the transfer of
the
Claims.
4.2 Covenant
of Indemnity. The Vendor will indemnify and hold harmless the Purchaser
from and against:
| (a) |
any
and all liabilities, whether accrued, absolute, contingent or otherwise,
existing at closing and which are not agreed to be assumed by the
Purchaser under this Agreement;
|
| (b) |
any
and all losses, claims, damages and costs incurred or suffered by the
Purchaser arising out of the breach or inaccuracy of any representation
or
warranty of the Vendor contained in this Agreement;
and
|
| (c) |
any
and all actions, suits, proceedings, demands, assessments, judgments,
costs and legal and other expenses incident to any of the
foregoing.
|
4.3 Execution
of
all necessary
documents. The Vendor will execute all necessary documents including
such assignments as the Purchaser may require to effect the transfer of all
of
the Claims, including but not limited to, internet contracts and internet
names.
5. REPRESENTATIONS
OF THE PURCHASER
5.1 Representations.
The Purchaser represents and warrants to the Vendor as follows,
with the intent that the Vendor will rely on these representations and
warranties in
entering
into
this
Agreement, and in concluding the purchase and sale contemplated by
this
Agreement:
| (a) |
Status
of Purchaser. The Purchaser is a corporation duly incorporated, validly
existing and in good standing and has the power and capacity to enter
into
this Agreement and carry out its terms;
and
|
| (b) |
Authority
to Purchase. The execution and delivery of this Agreement and
the completion of the transaction contemplated by this Agreement
has
been duly and validly authorized by all necessary corporate action
on the
part of the Purchaser, and this Agreement constitutes a legal, valid
and
binding obligation of the Purchaser enforceable against the Purchaser
in
accordance with its terms except as limited by laws of general application
affecting the rights of creditors.
|
6. COVENANTS
OF THE PURCHASER
6.1 Consents.
The Purchaser will at the request of the Vendor execute and deliver such
applications for consent and such assumption agreements, and provide
such
information as may be necessary to obtain the consents referred to in paragraph
4.1 and will assist and cooperate with the Vendor in obtaining the
consents.
6.2 Execution
of all necessary documents. The Purchaser will execute all necessary
documents as the Vendor may require to effect the transfer of all of the
Claims.
7. SURVIVAL
OF REPRESENTATIONS AND COVENANTS
7.1 Vendor's
Representations and Covenants. All representations, covenants and
agreements made by the Vendor in this Agreement or under this Agreement will,
unless
otherwise
expressly stated, survive closing and any investigation at any time made by
or
on behalf of the Purchaser will continue in full force and effect for the
benefit of the Purchaser.
7.2 Purchaser's
Representations and Covenants. All representations, covenants and
agreements made by the Purchaser in this Agreement or under this Agreement
will,
unless
otherwise
expressly stated, survive closing and any investigation at any time
made
by or on
behalf of the Vendor and will continue in full force and effect for the benefit
of the Vendor.
8. LIABILITIES
NOT ASSUMED
8.1 Liabilities
Not Assumed. The Purchaser will not assume any liabilities of the
Vendor. The Purchaser will not be responsible for any liability of the Vendor,
past, present or
future,
relating to the Claims, and the Vendor will indemnify and save harmless the
Purchaser from and against any such claim.
9. CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER
9.1 Conditions.
All obligations of the Purchaser under this Agreement are subject to the
fulfillment of the following conditions:
| (a) |
Vendor's
Representations. The Vendor's representations contained in this
Agreement will be true.
|
| (b) |
Vendor's
Covenants. The Vendor will have performed and complied with all
agreements, covenants and conditions as required by this
Agreement.
|
| (c) |
Consents.
The Purchaser will have received duly executed copies of the consents
or
approvals referred to in paragraph 4.1.
|
9.2 Exclusive
Benefit. The foregoing conditions are for the exclusive benefit of the
Purchaser and any such condition may be waived in whole or in part by the
Purchaser
delivering
to the Vendor a written waiver to that effect signed by the
Purchaser.
10. CONDITIONS
PRECEDENT TO THE
OBLIGATIONS OF TIIE VENDOR
10.1 Conditions.
All obligations of the Vendor under this Agreement are subject to the
fulfillment of the following conditions:
| (a) |
Purchaser's
Representations. The Purchaser's representations contained in this
Agreement will be true.
|
| (b) |
Purchaser's
Covenants. The Purchaser will have performed and complied
with all covenants, agreements and conditions as required by
this
Agreement.
|
| (c) |
Consents
of Third Parties. All consents or approvals required to be obtained
by the Vendor for the purpose of selling, assigning or
transferring
the Claims have been obtained, provided that this condition may only
be
relied upon by the Vendor if the Vendor has diligently exercised its
best
efforts
to procure all such consents or approvals and the Purchaser has
not
waived the need for all such consents or
approvals.
|
10.2 Exclusive
Benefit. The foregoing conditions are for the exclusive benefit of the
Vendor and any such condition may be waived in whole or in part by the Vendor
delivering to
the Purchaser a written waiver to that effect signed by the Vendor.
11. GENERAL
11.1 Governing
Law. This Agreement and each of the documents contemplated by or
delivered under or in connection with this Agreement are governed exclusively
by, and are to
be
enforced, construed and interpreted exclusively in accordance with the laws
of
British Columbia which will be deemed to be the proper law of the
Agreement.
11.2 Professional
Fees. Each of the parties will bear the fees and disbursements of their
respective lawyers, advisers and consultants engaged by them respectively in
connection
with the transactions contemplated by this Agreement prior to the
closing.
11.3 Assignment.
No party will assign this Agreement, or any part of this Agreement, without
the
prior written consent of the other party. Any purported assignment without
the
required consent is not binding or enforceable against any party.
11.4 Enurement.
This Agreement enures to the benefit of and binds the parties and their
respective successors and permitted assigns.
11.5 Notice.
All notices required or permitted to be given under this Agreement will be
in
writing and personally delivered to the address of the intended recipient set
out on the
first page of this Agreement or at such other address as may from time to time
be notified by any of the parties in the manner provided in this
Agreement.
11.6 Further
Assurances. The parties will execute and deliver all further documents
and take all further action reasonably necessary or appropriate to give effect
to the provisions
and intent of this Agreement and to complete the transactions contemplated
by
this Agreement.
11.7 Remedies
Cumulative. The rights and remedies under this Agreement are cumulative
and are in addition to and not in substitution for any other rights and
remedies
available at
law or
in equity or otherwise. Any party to this Agreement may terminate this Agreement
if any other party is in breach of or defaults under any material term or
condition of this Agreement or has made a material misrepresentation in this
Agreement. No single or partial exercise by a party of any right or remedy
precludes or otherwise affects the exercise of any other right or remedy to
which that party may be entitled.
11.8 Entire
Agreement. This Agreement constitutes the entire agreement between the
parties and there are no representations, express or implied, statutory or
otherwise and no
collateral agreements other than as expressly set out or referred to in this
Agreement.
11.9 Headings.
The division of this Agreement into sections and the insertion of headings
are
for convenience only and do not form part of this Agreement and not be used
to
interpret, define or limit the scope, extent or intent of this
Agreement.
11.10 Severability.
Each provision of this Agreement is severable. If any provisions of this
Agreement is or becomes illegal, invalid, or unenforceable, the illegality,
invalidity or
unenforceability
of that provision will not affect the legality, validity or enforceability
of
the remaining provisions of this agreement.
11.11 Schedules.
The schedules attached hereto form an integral part of this
Agreement.
11.12 Time
of the
Essence. Time will be on the essence of this Agreement.
11.13 Counterparts.
This Agreement and all documents contemplated by or delivered in connection
with
this Agreement may be executed and delivered by facsimile or original
and
in
any number of counterparts, and each executed counterpart will be considered
to
be an original. All executed counterparts taken together will constitute one
agreement.
IN
WITNESS WHEREOF the parties have duly executed this Agreement by their
duly authorized officers effective the first day and year written
above.
VENDOR: XXXXX XXXXX
per:
/s/
Xxxxx Xxxxx
Authorized
Signatory
PURCHASER:
XXXX X XXXXXX - PRESIDENT & DIRECTOR
Per:
Authorized
Signatory
