ACQUISITION AGREEMENT
This Acquisition Agreement is entered into on the 1st day of March, 2004 by and between Golden Patriot, Corp., a Nevada corporation (Golden Patriot), 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0, and Scoonover Exploration LLC, a Nevada LLC ("Scoonover") at XX Xxx 0000, Xxxx, Xxxxxx 00000.
Scoonover represents and warrants to Golden Patriot as follows:
a.
Each of the mining claims and royalties to be assigned by Scoonover to Golden
Patriot is in substantial compliance with all, and Scoonover has received no notice of any violation of any, laws or regulations applicable to the its operation.
x.
Xxxxxxxxx has good and marketable title to the claims and royalties to be
assigned to Golden Patriot; such ownership is free and clear of all liens, claims, encumbrances, and charges; no other person has any ownership or similar right in, or contractual or other right to acquire any such right in, any of those claims or royalties; and such ownership will be conveyed to Golden Patriot by Scoonover. Scoonover does not know of any potential action by any party, governmental or other, and no proceedings with respect thereto have been instituted of which Scoonover has notice, that would materially affect Golden Patriot's ability to use, claim, benefit from, develop, or otherwise exploit, each such claim or royalty.
c. The claims and royalties to be assigned by Scoonover to Golden Patriot are in conformity in all material respects with all applicable laws, ordinances, orders, regulations, and other requirements relating thereto currently in effect.
WHEREAS, Scoonover owns unpatented mining claims and the net smelter royalties ("NSR") throughout five properties listed in Exhibit "A" attached hereto.
WHEREAS, Golden Patriot wishes to acquire 100% ownership from Scoonover of the unpatented mining claims and NSR throughout the five properties listed in Exhibit "A" attached hereto.
WHEREAS, the two parties have entered into a letter of intent in regards to this acquisition on February 4, 2004, which is fully incorporated in full as Exhibit "B" attached hereto.
NOW, THEREFORE, it is hereby agreed amongst the parties as follows:
1.
No later than March 8, 2004, Scoonover shall sell and convey to Golden Patriot, and Golden Patriot agrees to purchase from Scoonover unpatented lode mining claims and the NSR located in the Dun Xxxx Property, the SMH Property, the Debut Property, the Roxy Property, and the Gold View Property, more particularly described in Exhibit "A" attached hereto.
2.
No later than March 8, 2004, Scoonover shall assign the leased unpatented and patented mining claims at the Dun Xxxx Property to Golden Patriot;
3.
In consideration for the sale and conveyance, Golden Patriot shall pay US$10,000 and issue Scoonover 1,000,000 shares of Golden Patriot's $0.001 par value common stock in a transaction which shall be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, which will cause those shares to be "restricted securities" and, as a result, Scoonover acknowledges and agrees that the disposition of those shares by Scoonover shall be subject to the provisions of Rule 144;
4.
Both parties acknowledge this to be a related party transaction in that E. L. Xxxxxxxx III is a director and principal shareholder of Scoonover and also a director of and consultant to Golden Patriot;
5.
In the event any part of this Agreement, for any reason, is determined by a
court of competent jurisdiction to be invalid, such determination shall not affect the validity of any remaining portion this Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion or subject matter thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion this Agreement without including any such part, parts, portion or subject matter which, for any reasons, may be hereafter determined to be invalid.
6.
This Agreement shall be deemed to have been entered into in the City of Vancouver, Province of British Columbia, and all questions concerning the validity, interpretation, or performance of any of the terms, conditions and provisions of this Agreement and formal acquisition Agreement, or of any of the rights or obligations of the parties shall be governed by, and resolved in accordance with, the laws of the Province of British Columbia, without regard to conflicts of law principles. Any and all actions or proceedings, at law or in equity, to enforce or interpret the provisions of this Agreement, and formal acquisition Agreement, shall be litigated in courts having situs within the City of Vancouver, Province of British Columbia. No claim, demand, action, proceeding, litigation, hearing, motion or lawsuit resulting from or with respect to this Agreement, and formal acquisition Agreement, shall be commenced or prosecuted in any jurisdiction other than the Province of British Columbia, and any judgment, determination, finding or conclusion reached or rendered in any other jurisdiction shall be null and void. Each party hereby consents expressly to the jurisdiction of any court located within the Province of British Columbia and consents that any service of process in such action or proceeding may be made by personal service upon such party wherever such party may be then located, or by certified or registered mail directed to such party at such party's last known address.
7. The provisions of this Agreement and the relationship contemplated
by the provisions of this Agreement are subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction of that relationship.
8.
This Agreement may be prepared in multiple copies and forwarded to each of the parties for execution. All of the signatures of the parties may be affixed to one copy or to separate copies of this Agreement and when all such copies are received and signed by all the parties, those copies shall constitute one agreement which is not otherwise separable or divisible.
9.
By executing this Agreement, each party, for itself represents such party has read or caused to be read this Agreement in all particulars, and consents to the rights, conditions, duties and responsibilities imposed upon such party as specified in this Agreement. Each party represents, warrants and covenants that such party executes and delivers this Agreement of its own free will and with no threat, undue influence, menace, coercion or duress, whether economic or physical. Moreover, each party represents, warrants, and covenants that such party executes this Agreement acting on such party's own independent judgment and upon the advice of such party's counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written.
Golden Patriot, Corp., a Nevada
Scoonover Exploration LLC
corporation
By: __/s/ Xxxxxx Clemiss________
By: _/s/ E. L. Xxxxxxxx III_______
Name: Xxxxxx Xxxxxxx
Name: _E.X. Xxxxxxxx III_________
Title: President, CEO & Director Title_Managing Member________
EXHIBIT A
Property Description
Those certain unpatented lode mining claims located in:
Sections 1, 2, 11, 12, and 14; Township 33 North, Range 36 East, Pershing County, Nevada, more particularly described as follows:
Dun Xxxx Property
CLAIM NAME
BLM SERIAL NUMBER
Miles Xxxxxxx-Xxxxxx
Black Hole #1
NMC123920
Black Hole #2
XXX000000
Monroe #1
NMC123922
Xxxxxx #0
XXX000000
Xxxxxx #8
NMC123924
M.M. 1
NMC463692
M.M. 2
NMC463693
M.M. 3
XXX000000
Xxxx Xxxxxxx-Xxxxxx
Nevada 1
NMC123909
Nevada 2
NMC123910
Nevada 3
NMC123911
Nevada 4
NMC123912
Nevada 5
XXX000000
Scoonover Exploration LLC-Xxxxxx
Xxx 106
NMC810314
Xxx 107
NMC810315
Xxx 108
NMC810316
Xxx 109
NMC810317
Xxx 1
NMC854938
Xxx 2
XXX000000
Xxx 3
NMC854940
Xxx 4
NMC854941
Xxx 5
NMC854942
Xxx 6
NMC854943
Xxx 7
NMC854944
Xxx 8
NMC854945
Xxx 9
NMC854946
Xxx Xxxxxxxx et al-Lessor
Those certain patented mining claims located in:
Township 33 North, Range 36 East, Pershing County, Nevada, more particularly described as follows:
Lang Syne Patent
Patent # 2502
Mineral Survey 37A
Parcel 000-0000-00 Lot #3713
SMH Property
Those certain unpatented lode mining claims located in:
Sections 23, 26, and 35; Township 26 North, Range 52 East, Eureka County, Nevada, more particularly described as follows:
CLAIM NAME
BLM SERIAL NUMBER
SMH 31
NMC856514
SMH 32
NMC856515
XXX 00
XXX000000
XXX 34
NMC856517
SMH 35
NMC856518
XXX 00
XXX000000
XXX 37
XXX000000
XXX 00
XXX000000
XXX 39
NMC856522
XXX 00
XXX000000
XXX 41
NMC856524
XXX 00
XXX000000
XXX 43
NMC856526
XXX 00
XXX000000
XXX 45
NMC856528
XXX 00
XXX000000
XXX 47
NMC856530
XXX 00
XXX000000
XXX 49
NMC856532
SMH 50
NMC856533
Debut Property
Those certain unpatented lode mining claims located in:
Sections 19 and 30 ; Township 29 North, Range 62 East, Elko County, Nevada, more particularly described as follows:
CLAIM NAME
BLM SERIAL NUMBER
Debut 1
XXX000000
Debut 2
NMC853627
Debut 3
NMC853628
Debut 4
NMC853629
Debut 5
NMC853630
Debut 6
NMC853631
Debut 7
NMC853632
Debut 8
NMC853633
Debut 9
XXX000000
Debut 10
NMC853635
Debut 1
1
NMC853636
Debut 1
2
NMC853637
Debut 1
3
NMC853638
Debut 1
4
NMC853639
Debut 1
5
NMC853640
Debut 1
6
NMC853641
Roxy Property
Those certain unpatented lode mining claims located in:
Sections 5, 6, 7, and 8 ; Township 27 North, Range 38 East, Pershing County, Nevada, more particularly
described as follows:
CLAIM NAME
BLM SERIAL NUMBER
Roxy 1
NMC860160
Roxy 2
NMC860161
Roxy 3
NMC860162
Roxy 4
NMC860163
Roxy 5
NMC860164
Roxy 6
NMC860165
Roxy 7
NMC860166
Roxy 8
XXX000000
Gold View Property
Those certain unpatented lode mining claims located in:
Sections 25 and 36, Township 24 North, Range 49 East; and Sections 21, 22, 28, 29, 30, and 31 Township 24 North, Range 50 East, Eureka County, Nevada more particularly described as follows:
CLAIM NAME
BLM SERIAL NUMBER
Gold View 1
Not Yet Issued
Gold View 2
Not Yet Issued
Gold View 3
Not Yet Issued
Gold View 4
Not Yet Issued
Gold View 5
Not Yet Issued
Gold View 6
Not Yet Issued
Gold View 7
Not Yet Issued
Gold View 8
Not Yet Issued
GV 9
Not Yet Issued
GV 10
Not Yet Issued
GV 11
Not Yet Issued
GV 12
Not Yet Issued
GV 13
Not Yet Issued
GV 14
Not Yet Issued
GV 15
Not Yet Issued
GV 16
Not Yet Issued
GV 17
Not Yet Issued
GV 18
Not Yet Issued
GV 19
Not Yet Issued
GV 20
Not Yet Issued
GV 21
Not Yet Issued
GV 22
Not Yet Issued
GV 23
Not Yet Issued
GV 24
Not Yet Issued
GV 25
Not Yet Issued
GV 26
Not Yet Issued
GV 27
Not Yet Issued
GV 28
Not Yet Issued
GV 29
Not Yet Issued
GV 30
Not Yet Issued
GV 31
Not Yet Issued
GV 32
Not Yet Issued
GV 33
Not Yet Issued
GV 34
Not Yet Issued
GV 35
Not Yet Issued
GV 36
Not Yet Issued
GV 37
Not Yet Issued
GV 38
Not Yet Issued
GV 39
Not Yet Issued
GV 40
Not Yet Issued
GV 41
Not Yet Issued
GV 42
Not Yet Issued
GV 43
Not Yet Issued
GV 44
Not Yet Issued
GV 45
Not Yet Issued
GV 46
Not Yet Issued
GV 47
Not Yet Issued
GV 48
Not Yet Issued
GV 49
Not Yet Issued
GV 57
Not Yet Issued
GV 58
Not Yet Issued
GV 59
Not Yet Issued
GV 60
Not Yet Issued
GV 61
Not Yet Issued
GV 62
Not Yet Issued
GV 63
Not Yet Issued
GV 64
Not Yet Issued
GV 65
Not Yet Issued
GV 66
Not Yet Issued
GV 67
Not Yet Issued
GV 68
Not Yet Issued
GV 69
Not Yet Issued
GV 70
Not Yet Issued
GV 71
Not Yet Issued
GV 72
Not Yet Issued
GV 73
Not Yet Issued
GV 74
Not Yet Issued
GV 75
Not Yet Issued
GV 76
Not Yet Issued
GV 77
Not Yet Issued
GV 78
Not Yet Issued
GV 79
Not Yet Issued
GV 80
Not Yet Issued
GV 81
Not Yet Issued
GV 82
Not Yet Issued
GV 83
Not Yet Issued
January 25, 2004
Attn: Mr. E. L. Xxxxxxxx III
Xxxxxxxxx Exploration LLC
XX Xxx 0000
Xxxx, Xxxxxx 00000
Dear Xx. Xxxxxxxx:
This Letter of Intent ("LOI") sets out the terms under which Golden Patriot, Corp. ("GPTC") will acquire 100% ownership of the unpatented mining claims and the net smelter royalties ("NSR") owned by Scoonover Exploration LLC ("Scoonover") throughout the five properties listed in Exhibit "A" in exchange for 1,000,000 common shares of GPTC and US$10,000.
The following terms of this Letter of Intent are agreed by GPTC and Scoonover:
1.
Scoonover shall sell 100% ownership of the unpatented mining claims and the NSR it owns on the five properties listed in Exhibit "A" to GPTC;
2.
Scoonover shall assign the agreement for the leased unpatented and patented claims at Dun Xxxx to GPTC;
3.
In consideration for the acquisition, GPTC shall pay Scoonover US$10,000 and issue Scoonover 1,000,000 shares of GPTC's $0.001 par value common stock in a transaction which shall be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, which will cause those shares to be "restricted securities" and, as a result, Scoonover acknowledges and agrees that the disposition of those shares by Scoonover shall be subject to the provisions of Rule 144;
4.
Payment for the acquisition is due upon closing;
5.
Closing of this transaction is dependent on both parties entering into a formal acquisition agreement, GPTC receiving approval of the transaction from its board of directors and Scoonover obtaining any necessary ratifications from its shareholders;
6.
This LOI will terminate thirty (30) days from the date of execution if all formal documentation has not been obtained unless mutually extended by both parties;
7.
Both parties acknowledge this to be a related party transaction in that E. L. Xxxxxxxx III is a director and principal shareholder of Scoonover as well as being a director of and consultant to GPTC;
8.
In the event any part of this LOI, for any reason, is determined by a court of competent jurisdiction to be invalid, such determination shall not affect the validity of any remaining portion this LOI, which remaining portion shall remain in full force and effect as if this LOI had been executed with the invalid portion or subject matter thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion this LOI without including any such part, parts, portion or subject matter which, for any reasons, may be hereafter determined to be invalid.
9.
This LOI shall be deemed to have been entered into in the City of Vancouver, Province of British Columbia, and all questions concerning the validity, interpretation, or performance of any of the terms, conditions and provisions of this LOI and formal acquisition agreement, or of any of the rights or obligations of the parties shall be governed by, and resolved in accordance with, the laws of the Province of British Columbia, without regard to conflicts of law principles. Any and all actions or proceedings, at law or in equity, to enforce or interpret the provisions of this LOI, and formal acquisition agreement, shall be litigated in courts having situs within the City of Vancouver, Province of British Columbia. No claim, demand, action, proceeding, litigation, hearing, motion or lawsuit resulting from or with respect to this LOI, and formal acquisition agreement, shall be commenced or prosecuted in any jurisdiction other than the Province of British Columbia, and any judgment, determination, finding or conclusion reached or rendered in any other jurisdiction shall be null and void. Each party hereby consents expressly to the jurisdiction of any court located within the Province of British Columbia and consents that any service of process in such action or proceeding may be made by personal service upon such party wherever such party may be then located, or by certified or registered mail directed to such party at such party's last known address.
Sincerely,
GOLDEN PATRIOT, CORP.
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
President, Director
The foregoing consideration, terms and conditions are agreed this 4th day of February, 2004:
Scoonover Exploration LLC
Per:
/s/ E.L. Xxxxxxxx III
Authorized Signatory
Exhibit "A"
Scoonover Exploration LLC (a Nevada Corporation since 1999)
X.X. Xxx 0000
Xxxx, Xxxxxx 00000
Details for Sale to Golden Patriot Corporation
Assets
Property
Description
NSR
Lessor/Quit Claimant
Dun Xxxx
Unpatented Mining Claims and Leases
2.5%
Golden Patriot, Corp.
Debut
Unpatented Mining Claims
2.5%
Golden Patriot, Corp
SMH
Unpatented Mining Claims
2.5%
McNab Creek Gold Corporation
Roxy
Unpatented Mining Claims
2.5%
McNab Creek Gold Corporation
Gold View
Unpatented Mining Claims (76 GV claims)
2.5%
Golden Patriot, Corp.
