MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference June 1, 2005.
BETWEEN:
Xxxxxx Xxxxxx, of 0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
GlobePan Resources Inc., a body corporate, duly incorporated
under the laws of the Nevada and having an office at #6 - 0000
000xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S:
A. The Vendor is the owner of a mineral claim located one mile east
northeast of X'Xxxxxx Lake in the Xxxxxxxxx Xxxxxxxxxxx, Xxxxxx and
registered under the name BSM-2 (record number: F84114) (the "Claim");
B. The parties have agreed that the Vendor will sell the Claims to
the Purchaser upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. THE VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the rightful owner of the mineral interests
comprising the Claim and holds the right to explore and
develop the Claim;
(b) the Vendor, as beneficial owner of the Claim, holds the Claim
free and clear of all liens, charges and claims of others and
the Vendor has free and unimpeded right of access to the
Claims and have use of the Claims surface for the herein
purposes;
(c) The Claim has been duly and validly located and recorded
in a good and miner-like manner pursuant to the laws of the
Northwest Territories; and
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(d) There is no adverse claims or challenges against or to the
Vendor's ownership of or title to the Claim, nor any basis
therefor, and there are no outstanding agreements or options
to acquire or purchase the Claim or any portion thereof.
1.2 The representations and warranties of the Vendor set out in
paragraph 2.1 above form a part of this Agreement and are conditions upon which
the Purchaser has relied in entering into this Agreement and shall survive the
acquisition of any interest in the Claim by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the State of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.
3. SALE OF CLAIM
3.1 The Vendor hereby agrees to sell a 100% undivided right, title
and interest in and to the Claim in consideration of the Purchaser paying to
the Vendor the sum of $7,500 to the Purchaser forthwith upon execution of this
Agreement.
3.2 Upon the receipt of this payment, the Vendor hereby confirms
that he will hold the Claim in trust for the Purchaser. Thereafter, upon the
request of the Purchaser, the Vendor shall assist the Purchaser to record this
Agreement with the appropriate mining recorder and, when required, the Vendor
shall further provide the Purchaser with such recordable documents as the
Purchaser and its counsel shall require to record its due interest in respect of
the Claim.
4. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reasons of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
reasons beyond the control of the Purchaser, the time limited for the
performance of the various provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay, and the Purchaser, insofar as is possible, shall promptly give
written notice to the Vendor of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps to
remove the cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
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6. CONFIDENTIAL INFORMATION
No information furnished by the Purchaser to the Vendor
hereunder in respect of the activities carried out on the Claim by the
Purchaser, or related to the sale of mineral products derived from the Claim,
shall be published by the Vendor without the prior written consent of the
Purchaser, but such consent in respect of the reporting of factual data shall
not be unreasonably withheld.
7. ENTIRE AGREEMENT
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.
8. NOTICE
8.1 Any notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered by facsimile, or sent
by registered mail, to either party at its address provided on the first
page of this Agreement.
8.2 Either party hereto may from time to time by notice in writing
change its address for the purpose of this section.
9. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party
hereto a partner, agent or legal representative of the other party.
10. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
13. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United States of America.
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14. APPLICABLE LAW
For all purposes, this Agreement will be governed exclusively
by and construed and enforced in accordance with the laws prevailing in the
Province of British Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
16. ASSIGNMENT
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 this Agreement has been executed as of the
day and year first above written.
GLOBEPAN RESOURCES INC.
per:
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Xxxxxx Xxxxxx Xxxx Field, President
