ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.3
This Assignment Agreement (“Agreement”), dated as of May 19, 2011, is entered into by and between Bonanza Gold Corp., a Nevada corporation with a principal address at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“Assignor”), and Precious Metals Exploration, Ltd., a company formed under the laws of Sweden with a principal address at Xxxxxxxxxxxx 0 Xxxxxxxxxxx 000 00, Xxxxxx (“Assignee”).
1. Assignment of the Assets. Assignor does hereby assign and transfer unto Assignee, all of its rights, title and interest in and to the Assets, whatsoever effective on and after the date hereof.
2. Assumption of Assignment. Assignee hereby accepts the assignment of the Assets from Assignor.
3. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada excluding its conflict of laws rules.
4. Entire Agreement. This Agreement and the Termination Agreement constitutes the entire Agreement between the parties specifically pertaining to the subject matter hereof and supersede all prior agreements and understandings of the parties specifically pertaining to the subject matter hereof.
5. Amendment; Waiver. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid and binding on either party unless mutually assented to in writing by both parties. The failure of any party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by any party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter. The express waiver by any party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
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6. Counterparts. This Agreement may be executed in counterparts or duplicate originals, all of which shall be regarded as one and the same instrument.
7. Captions and Headings. The captions and headings used in this Agreement are used for convenience only and are not to be given any legal effect.
8. Further Assurances. The parties will, from time to time, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.
By: | /s/ Xxxx Xxxxxxxx | |
Name: Xxxx Xxxxxxxx | ||
Title: President
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PRECIOUS METALS EXPLORATION, LTD.
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By: | /s/ Xxxxxx Xxxxxxx | |
Name: Xxxxxx Xxxxxxx | ||
Title: President |
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Exhibit A
Assets
1. An undivided 100% interest in 2 patented claims, 6 federal claims and 25 prospects comprising 660 acres near Kingman, Arizona.
The “Property” is defined as follows:
A) Fountain Head – patented (a lode mining claim in the Walapai Mining District, being shown on Mineral Survey No. 1942, as filed in the Bureau of land Management, and as granted by Patent recorded in Book 16 0f Deeds, page 524; situate in section 4, Township 22 North, Range 17 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.)
B) Eagle – patented (a lode mining claim in the Walapai Mining District, being shown on Mineral Survey No. 1943, as filed in the Bureau of land Management, and as granted by Patent recorded in Book 16 0f Deeds, page 527; situate in section 4, Township 22 North, Range 17 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.). Plus 6 federal claims are located in sections 4 and %, town ship 22 North, Range 17 west of the Gila and Salt River Base and Meridian.
C) Golden Wonder – federal
D) Holy Smoke – federal
E) High Grade Vein – federal
F) Bluebell – federal
G) Bluebell Extension – federal
H) Golden Legion – federal
Plus 25 Prospects each representing 20 acres adjacent to the claims outlined above, and detailed here:
MINERS HOPE, as recorded at Fee No. 2010056293;
EAGLE NO.2, as recorded at Fee No. 2010056294;
EAGLE NO. 3, as recorded at Fee No. 2010056295;
NEW YEARS, as recorded at Fee No. 2010056296;
NIGHTHAWK NO. 1, as recorded at Fee No. 2010056297;
NIGHTHAWK NO.2, as recorded at Fee No. 2010056298;
CASHIER, as recorded at Fee No. 2010056299;
MINT NO.3, as recorded at Fee No. 2010056300;
MINT NO. 2, as recorded at Fee No. 2010056301;
MINT NO. 1, as recorded at Fee No. 2010056302;
DUTCHMEN, as recorded at Fee No. 2010056303;
D&B, as recorded at Fee No. 20100562304;
DUKE, as recorded at Fee No. 2010056305;
LITTLE BOY 1, as recorded at Fee No. 2010056306;
LITTLE BOY 2, as recorded at Fee No. 2010056307;
LITTLE BOY 3, as recorded at Fee No. 2010056308;
BUSTER, as recorded at Fee No. 0000000000;
MANHATTAN NO. 1, as recorded at Fee No. 2010056310;
BLACKFOOT EXTENSION, as recorded at Fee No. 2010056311;
PROSPERITY NO. 1, as recorded at Fee No. 2010056312;
BLACK METAL EXTENSION, as recorded at Fee No. 2010056313;
WALLAPAI QUEEN NO. 1, as recorded at Fee No. 2010056314;
NIGHTHAWK NO. 3, as recorded at Fee No. 2010056315;
SCOTTY, as recorded at Fee No. 2010056316;
2. A seventy-five percent (75%) interest in and to the three (3) mining concessions in the project area known as “Monte de El Favor”, these are El Favor, Exploitation title No. 165974 and Xxxxxxxxx, Exploitation title No. 183638 and Buenaventura Exploitation title issued No. 218973, which approximate 217.49 hectares in total located in the Municipality of Xxxxxxxxxxxxxxx, Xxxxx xx Xxxxxxx, Xxxxxx.
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