RIGHT TO REDEEM AND RE-ACOUIRE AGREEMENT
THIS AGREEMENT made of the 26th day of March, 1999
BETWEEN:
AARDVARK AGENCIES INC., a Washington corporation having a
business office at 0000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxx 00000
(" Aardvark")
OF THE FIRST PART
AND:
CALAIS RESOURCES COLORADO. INC., a Nevada corporation having an
office for delivery located at Unit 5, 0000 Xxxx Xx. ,
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Calais")
OF THE SECOND PART
WHEREAS:
A. Calais has arranged for the assignment to Aardvark of a right
to acquire an undivided one hundred percent (100%) interest in and to those
certain mineral and land interests which are more particularly described in
Schedule " A " attached hereto and forming a material part of this Agreement
(the "Property") which lands Aardvark has proceeded to acquire; and
B. Aardvark wished to grant to Calais the right to redeem the
Property and re-acquire the Property on the terms and subject to the conditions
as are more particularly set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements hereinafter contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confirmed, the parties hereto agree as follows :
I. REPRESENTATIONS AND WARRANTIES
1.1 Each party represents and warrants to the other party hereto
that:
(a) The parties have full power and authority to enter
into this Agreement and
any agreement or instrument referred to or
contemplated by this Agreement;
(b) Neither the execution and delivery of this Agreement
nor any of the agreements contemplated hereby, nor
the consummation of the transactions hereby
contemplated, conflict with, or result in the breach
of, or accelerate the performance required by any
agreement to which they are a party; and
(c) The parties will diligently and in good faith perform
their duties and obligations of this Agreement in the
event of a party conducting or supervising
exploration and development then it shall conduct or
supervise the same in a careful, diligent, efficient
and professional manner, shall file all eligible
expenditures for assessment work with the appropriate
mining claim recorder, and shall keep the Property in
good standing.
1.2 Aardvark represents and warrants to Calais that:
(a) It is the legal owner of all of the land and mineral
interests comprising the Property, free and clear of
all liens, charges and claims of others, and, except
as disclosed herein, no taxes or rentals are due in
respect of any thereof, Aardvark has free and
unimpeded right of access to the Property and
Aardvark has use of the Property surface for the
herein purposes; and
(b) The mineral and land interests comprised in the
Property have been duly and validly recorded pursuant
to the laws of Colorado and the Property is in good
standing in the land records of Boulder County ,
Colorado, or such other entity with jurisdiction over
such matters, on the date of this Agreement.
2. GRANT AND MAINTENANCE OF THE RIGHT
2.1 Aardvark hereby gives and grants to Calais the right to redeem
and re-acquire the Property in accordance with the terms and conditions of this
Agreement (the "Right").
2.2 In order to redeem the Property, Calais shall pay to Aardvark
the amount paid to Calais by Aardvark at the time the Property was transferred
from Nederland Mines and DJH Associates (being $500,000) to Aardvark, and such
payment shall be made within a period of ten (10) years from the date of
execution of this Agreement.
2.3 During the currency of this Agreement, Calais shall keep the
Property in good standing, free and clear of all liens and encumbrances
resulting from its activities on the Property, and shall maintain adequate
insurance coverage protecting the parties to this Agreement from third party
claims.
3. ACQUISITION OF INTEREST IN THE PROPERTY
3.1 At such time as Calais has made the required payment in
accordance with Paragraph 2.2 above, within the time period specified, Calais
shall be registered as the legal owner of the Property. Closing shall occur at a
title company in Boulder, Colorado within twenty (20) days after written
notification by Calais that it is prepared to re-acquire the Property. The
policy premium at closing shall be payable by Calais, together with the costs of
closing.
4. RIGHT OF ENTRY
4.1 Except as otherwise provided in this Agreement, throughout the
term of this Agreement, Calais and its servants, agents and independent
contractors, shall have the right in respect of the Property to:
(a) Enter in, under and upon the Property;
(b) Have quiet possession of the Property;
(c) Do such prospecting, exploration, development and/or
other mining work thereon and thereunder as it in its
sole discretion may determine advisable;
(d) Bring upon and erect upon the Property buildings,
plants, machinery and equipment as Calais may deem
advisable, and to occupy any existing buildings on
the Property; and
(e) Remove from the Property and dispose of ores,
minerals and metals.
5. RESTRICTIONS ON ALIENATION
5.1 Aardvark shall not transfer, convey, assign, mortgage or grant
an option in respect of or grant a right to purchase or in any way transfer,
encumber or alienate all or any portion of its interest in the Property.
6. REGISTRATION AND TRANSFER OF PROPERTY INTERESTS
6.1 Upon the request of Calais, Aardvark shall assist, when
required, Calais to record this Agreement with the appropriate
recording offices, and Aardvark shall further provide Calais with such
recordable transfers as Calais and its counsel shall require to record their due
interests in respect of the Property.
7. OBLIGATIONS OF CALAIS DURING THE PERIOD
7.1 During the period of this Agreement Calais shall:
(a) Maintain in good standing the Property by the doing
and filing of assessment work or the making of
payments in lieu thereof, by the payment of property
taxes and rentals and the performance of all other
actions which may be necessary in that regard and in
order to keep the
Property free and clear of all liens and other
charges arising from Calais' activities thereon
except those at the time contested in good faith by
Calais; and
(b) Do all work on the Property in a good and minerlike
fashion and in accordance with all applicable laws,
regulations, orders and ordinances of any
governmental authority.
8. CONFIDENTIAL INFORMATION
8.1 No information furnished by Calais to Aardvark hereunder in
respect of the activities carried out on the Property by Calais, or related to
the sale of product derived from the Property, shall be published by Aardvark
without the prior written consent of Calais, but such consent in respect of the
reporting of factual data shall not be unreasonably withheld, and shall not be
withheld in respect of information required to be publicly disclosed pursuant to
applicable securities or corporation laws .
9. NOTICE
9.1 Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by prepaid registered mail deposited in a Post Office in Canada or the United
States of America addressed to the party entitled to receive the same, or
delivered to such party , at the address for such party specified above. The
date of receipt of such notice, demand or other communication shall be the date
of delivery thereof if delivered, or, if given by registered mail as aforesaid,
shall be deemed conclusively to be the third day after the same shall have been
so mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee.
9.2 Either party may at any time and from time to time notify the
other party in writing of a change of address and the new address to which
notice shall be given to it thereafter until further change.
10. GENERAL
10.1 This Agreement shall supersede and replace any other agreement
or arrangement, whether oral or written, heretofore existing between the parties
in respect of the subject matter of this Agreement.
10.2 The parties have not created a partnership and nothing
contained in this Agreement shall in any manner whatsoever constitute any party
the partner, agent or legal representative of any other party, nor create any
fiduciary relationship between them for any purpose whatsoever. No party shall
have any authority to act for, or to assume any obligations or responsibility on
behalf of, any other party except as may be, from time to time, agreed upon in
writing between the parties or as otherwise expressly provided.
10.3 No consent or waiver expressed or implied by either party in
respect of any breach or default by the other in the performance by such other
of its obligations hereunder shall be deemed or construed to be a consent to or
a waiver of any other breach or default.
10.4 Words used herein importing the singular number shall include
the plural, and vice versa, and words importing the masculine gender shall
include the feminine and neuter genders and vice versa, and work importing
persons shall include firms, partnerships and corporations.
10.5 Time is of the essence of this Agreement.
10.6 The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further assurance which
may be reasonably necessary or advisable to carry out fully the intent of this
..Agreement or to record wherever appropriate the respective interests from time
to time of the parties in the Property.
10.7 This Agreement is subject to regulatory approval and the
parties agree to make any reasonable amendments hereto as may be required by any
regulatory authorities.
10.8 This Agreement shall be construed in accordance with the laws
in force from time to time in the Province of British Columbia, and, as to the
laws concerning real property, the laws of Colorado, U.S.A.
10.9 This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns.
IN WITNESS WHEREOF the corporate seal of Calais and Aardvark has been
hereunto affixed in the presence of its duly authorized officers in that behalf
as of the day and year first above written.
THE CORPORATE SEAL of )
AARDVARK AGENCINES, INC. )
was hereunto affixed in the presence of: )
)
)
)
________________________________ )
Authorized Signatory )
)
)
________________________________ )
Authorized Signatory
ATTEST:
_____________________
Secretary to
THE CORPORATE SEAL of )
CALAIS RESOURCES COLORADO, )
INC. )
was hereunto affixed in the presence of: )
)
)
)
________________________________ )
Authorized Signatory )
)
)
________________________________ )
Authorized Signatory
ATTEST:
_____________________
Secretary to
PROVINCE OF B.C. )
)ss.
CITY OF CHILLIWACK )
The foregoing instrument was acknowledged before me this 9th day of
August 2000 by Xxxx Xxx Xxxxxx and _____ for Aardvark Agencies, Inc.
Witness my hand and seal.
_____________________
Notary Public
My commission expires: ___________________
STATE OF COLORADO )
)ss.
COUNTY OF BOULDER )
The foregoing instrument was acknowledged before me this 9th day of
August 2000 by Xxxxxx X. Xxxxxxxxx as attorney in fact for Colorado Resources
Colorado, Inc.
Witness my hand and seal.
___________________________
Notary Public
My commission expires: ___________________
SCHEDULE "A"
THIS IS SCHEDULE "A" to the Right to Redeem and Re-Acquire Agreement dated the
26th day of March, 1999, between Aardvark Agencies, Inc. and Calais Resources
Colorado, Inc.
