THIS PURCHASE AGREEMENT BETWEEN:
THIS
PURCHASE AGREEMENT BETWEEN:
#2006
–
0000 Xxxxxxxxx Xxx
Xxxxxxxxx,
XX
X0X
0X0
Attention: Xxxxx
Xxxxx
and
XXX
XXXXXXX
1201
–
0000 Xxxxxx Xxxxxx
Xxxxxxxxx,
XX
X0X
0X0
RE: SALE
AND ACQUISITION OF MINERAL CLAIMS,
NORTH-CENTRAL
BRITISH COLUMBIA, CANADA
The
following terms and conditions are applicable for the sale of 2 mineral claims
200 km northeast of Smithers, British Columbia, Canada by Xxx Xxxxxxx
(herein after referred to as “RS”) to Goldvale Resources Inc. (herein after
referred to as “GVR”). Both RS and GVR agree to the following:
|
a)
|
RS
will transfer title to the mineral claims listed in Exhibit “A” and
outlined in Exhibit “B” to GVR within 30 days of this agreement. These
claims will be contiguous hard rock mineral claims
covering over 850 hectares.
|
|
b)
|
RS
will provide to GVR within 30 days of this agreement a geological
report
summarizing the mineral claims, particulars of recent sampling and
geological investigation, copies of all records, a budget for further
work
and recommendations, and all other information and material relevant
to a
geological report requisite for filing with the regulatory
bodies.
|
|
c)
|
RS
will ensure that the claims shall be maintained in good standing
for up to
24 months from the date of claim recording and can provide geological
consulting services for the claims.
|
|
d)
|
RS
shall sell 100% (one hundred percent) interest in the claims to
GVR subject to a 2½% Net Smelter Royalty (NSR) a total of
$25,000.00. 1½% of the NSR can be acquired for $1.0 million
within 12 months from commencement of commercial
production. Advance royalties of $20,000 shall be paid annually
commencing January 17, 2010.
|
|
e)
|
If
GVR fails to make the advance royalty payments on the 5 year anniversary
of the claims, as described in (d) above, then GVR agrees to transfer
ownership of the subject mining claims to RS within no less than
a 10 day
period.
|
GVR
shall:
|
i)
|
Pay
$55,000 to RS on or before May 15, 2006 and a further $20,000 on
or before
May 15, 2009.
|
|
ii)
|
Provide
the name and number of an individual or corporate Free Miner Certificate
to transfer the claims into.
|
By
signature witnessed below, the undersigned hereby acknowledge that they have
read and understood and agree to the aforementioned terms.
Dated
at
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx this 26th day of April, 2006.
_______________________________ _____________________________
per
Goldvale Resources
Inc.
Xxx Xxxxxxx
Witness Witness
_____________________________ _____________________________
_____________________________ _____________________________
Print
name
Print Name
1
Footnotes
to Agreement
|
1)
|
All
dollar figures are denoted in the currency of the United States of
America.
|
|
2)
|
The
total to be paid by GVR to RS or third parties for the claims
is $75,000 inclusive of assessment.
|
|
3)
|
To
maintain claims in British Columbia annual assessment work is required
of
$0.40 per hectare in year 1-3 per claim, followed by $0.80 per hectare
thereafter. There is a filing fee of $10 per $100 expended per
claim.
|
4)
Attached are definitions of NSR.
2
Advance
Royalty Payments means from time to time payments to the Optionor by
the Optionee before Commencement of Commercial Production of
Minerals.
Commencement
of Commercial Production, with respect to Minerals or Rock, as the case
may be, means:
|
(a)
|
if
a mill is located on the subject property, the last day of a period
of
forty (40) consecutive days in which, for not less than thirty (30)
days,
the mill processed Mineral or Rock from the Property at 60% of its
rated
capacity; or
|
|
(b)
|
if
no Mill is located on the Property, the last day of the first period
of
thirty (30) consecutive days during which Mineral or Rock has been
shipped
from the Property on a reasonably regular basis for the purpose of
earning
revenues; or
|
|
(c)
|
with
respect to Rock, following the 30th day of extraction for commercial
use.
|
No
period
of time during which ore or concentrate is shipped from the Property for testing
purposes or during which milling operations are undertaken as initial tune-up
will be taken into account in determining the date of Commencement of Commercial
Production.
Gross
Rock Revenue means, for any period, the gross proceeds received by the
Optionee in that period from the sale of Rock produced from the Property less
any treatment, beneficiation or other changes or penalties deducted by the
purchase to whom such Rock is shipped, less:
|
(a)
|
all
costs of the Optionee associated with such sales involving handling,
weighing, sampling, determination of water content, insuring, packaging
and transporting Rock;
|
|
(b)
|
the
costs of marketing, including rebates or allowances made or given;
and
|
|
(c)
|
any
sales, severance, gross production, privilege or similar taxes (other
than
income taxes or mining taxes based on
income).
|
Minerals
means the ores or concentrates of minerals, as that term is defined
in
the Mineral Tenure Act (British Columbia), and the rock that is part of such
ores and concentrates sold by the Optionee.
3
Net
Smelter Return means, for any period the difference
between:
(a) the
sum of:
|
(i)
|
the
gross proceeds received by the Optionee in that period from the sale
of
Minerals produced from the property to a party that is arm’s length to the
Optionee, or that would have been received by the Optionee if the
purchase
of the Minerals were at arm’s length to the Optionee;
and
|
|
(ii)
|
in
the case of the sale of Minerals that are ores that have not been
processed in a Mill, the estimated cost that would have been incurred
in
crushing and beneficiating such Minerals in a Mill as agreed by the
parties or otherwise determined by a competent mining or metallurgical
engineer;
|
and
(b) the
sum of:
|
(i)
|
all
amounts paid on account of Advance Royalty
Payments;
|
|
(ii)
|
any
insurance costs in connection with shipping such
Minerals;
|
|
(iii)
|
any
costs of transport;
|
|
(iv)
|
all
costs of the Optionee associated with such sales involving handling,
weighing, sampling, determination of water content, insuring and
packaging;
|
|
(v)
|
the
costs of marketing, adjusted for rebates or allowance made or
given;
|
|
(vi)
|
any
sales, severance, gross production, privilege or similar taxes (other
than
income taxes or mining taxes based on income) assessed on or in connection
with the Minerals or the value thereof;
and
|
|
(vii)
|
any
treatment, beneficiation or other charges or penalties deducted by
any
smelter or refinery to which such Minerals are shipped that have
not been
previously deducted in the computation of gross
proceeds.
|
4
Net
Smelter Royalty means the percentage of Net Smelter Return from time to
time payable to the Optionor after Commencement of Commercial Production from
the sale of Minerals.
Rock
means all substances that are mined from the Property and sold by the Optionee
that are not Minerals.
Rock
Royalty means the amount of royalty from time to time payable to the
Optionor after Commencement of Commercial Production from the sale of Rock
pursuant to Section 11.06.
5
EXHIBIT
A:
Mineral
Claims
6
EXHIBIT
B:
Claim
Map
7
