MINERAL PROPERTY PURCHASE AGREEMENT
This Agreement (the "Agreement") is made and entered into effective as of March
30, 2005 by and among NORTHERN WAY RESOURCES, INC. ("Northern"), a Nevada
company with an office at 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0 and XXXXX XXXXX ("Xxxxx") of 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxx, X0X 0X0
1. Title Warranties, Capacity and Authority
(a) Xxxxx represents and warrants to Northern that:
(i) Xxxxx is the registered and beneficial owner of the
mineral claim described in Schedule "A" hereto (the "Claim")
and holds the right to explore and develop the Claim;
(ii) Xxxxx, as beneficial owner of the Claim, holds all of the
Claim free and clear of all liens, charges and claims of
others, and Xxxxx has free and unimpeded right of access to
the Claim and has use of the Claim surface for the herein
purposes;
(iii) The Claim have been duly and validly located and recorded in a
good and miner-like manner pursuant to the laws of Ontario and
are in good standing in as of the date of this Agreement;
(iv) There are no adverse claims or challenges against or to
Xxxxx'x ownership of or title to any of the Claim nor to the
knowledge of Xxxxx is there any basis therefor, and there are
no outstanding agreements or options to acquire or purchase
the Claim or any portion thereof; and
(v) Xxxxx has the full right, authority and capacity to
enter into this Agreement without first obtaining the consent
of any other person or body corporate and the consummation of
the transaction herein contemplated will not conflict with or
result in any breach of any covenants or agreements contained
in, or constitute a default under, or result in the creation
of any encumbrance under the provisions of any shareholders'
or directors' resolution, indenture, agreement or other
instrument whatsoever to which Xxxxx is a party or by which it
is bound or to which it is subject.
2. Sale of Mineral Claim
Xxxxx hereby sells to Northern a 100% undivided right, title
and interest in and to the Claim in consideration of Northern
paying $7,000 to Xxxxx upon execution of this Agreement.
3. Claim Registration and Transfer
Upon Northern's request, Xxxxx shall provide Northern with all
documents necessary in order for Northern to transfer title to
the Claim into its name. Until such time as title has be
registered in Northern's name, Xxxxx shall hold the Claim in
trust for Northern.
4. General Provisions
(a) The terms hereof shall be binding upon and enure to the
benefit of the parties and their respective successors and
assigns.
(b) All monetary amounts referred to herein are in the currency of
the United States of America.
(c) This Agreement and the rights and obligations of the
parties hereunder shall be construed under the laws of the
province of Ontario, but the rules of Ontario regarding
conflicts of laws shall not apply.
(d) The titles of the respective sections are for convenience
of reference only and shall not be used as an aid in the
interpretation of this Agreement.
(e) No modification of this Agreement shall be valid or binding
unless made in writing duly executed by each of the parties.
(f) This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous
agreement, communication, expectation, negotiation,
representation or understanding, whether oral or written,
express or implied, statutory or otherwise, between the
parties hereto with respect to the subject matter of this
Agreement.
(g) Time shall be of the essence of this Agreement.
(h) This agreement may be assigned by either party hereto
with the written consent of the other party which consent
shall not be unreasonably withheld.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
NORTHERN WAY RESOURCES, INC.
/s/ Xxxxx Xxxxx PER: /s/ Xxxxx Xxxxxxx
------------------------------ ----------------------------
Xxxxx Xxxxx Xxxxx Xxxxxxx, President
SCHEDULE "A"
PROPERTY DESCRIPTION
The Claim consists of one unpatented mining claim comprising 112 hectares and is
located in Scadding Township, Sudbury Mining Division, Ontario and is recorded
under claim number S-3018929.
