EXHIBIT 10.1
SALE AGREEMENT AMENDMENT
THIS AGREEMENT made as of this 1st day of September, 2003
BETWEEN:
XXXX XXXXX XXXX, of
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0000 XXXXX XXXX.,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called "DAEM"
OF THE FIRST PART
AND:
GOLDEN HAND RESOURCES INC. (FORMERLY WIZBANG TECHNOLOGIES INC.)
Suite 679, 000-000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx.
X0X 0X0
(hereinafter called "Optionee")
OF THE SECOND PART
(collectively called the "parties")
WHEREAS:
A. DAEM and Optionee wish to amend the Sale Agreement dated August 1, 2003 as
it pertains to Paragraph 4 Grant Of Option To Purchase (the "Transaction");
X. XXXX and Optionee agree that this Agreement will constitute a binding
agreement upon them in respect of the Transaction, such to be on the terms
and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.0 REPRESENTATION AND WARRANTIES OF DAEM
1.1 Optionee represents and warrants to DAEM that Optionee has good and
sufficient right and authority to enter into this Agreement and carry out
its obligations under this Agreement on the terms and conditions set forth
herein, and this Agreement is a binding agreement upon Optionee enforceable
against it in accordance with its terms and conditions.
1.2 DAEM represents and warrants to Optionee that DAEM has good and sufficient
right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth
herein, and this Agreement is a binding agreement upon DAEM enforceable
against it in accordance with its terms and conditions.
2.0 GRANT OF OPTION TO PURCHASE AMENDMENT
2.01 Paragraph 4.01(a) of the agreement is herby revoked and replaced with
4.01(a) the Optionee shall pay $10,000 USD to Daem by way of a
promissory note attached as exhibit 1 to this agreement:
2.02 Paragraph 4.01(c) of the agreement is herby revoked and replaced with
4.01(c) the Optionee shall issue 200,000 post split fully paid and
non-assessable shares in its capital stock to Daem, as follows:
(i) 100,000 post split shares will be issued within ninety days of the
date of this Agreement. Upon issue of these shares the option portion
of this agreement shall complete, the agreement considered executed
for the purposed of paragraph 5 Transfer Of Claims and title shall
pass to Optionee as decribed in that paragraph 5
(ii) a further 100,000 post split shares on the beginning of any
exploration program which the Optionee carries out on the Dalhousie
Claim.
3.0 FURTHER ASSURANCE
3.01 Each of the parties hereto agrees to do and/or execute all such
further and other acts, deeds, things, devices, documents and assurances as
may be required in order to carry out the true intent and meaning of the
Agreement.
4.0 ENTIRE AGREEMENT
4.01 The parties hereto agree that, other than the changes outlined in
paragraph 2 above of this agreement all other terms in the original
Agreement dated August 1, 2003 shall remain the same.
5.0 REGULATORY APPROVAL
5.01 This Agreement is subject to the approval of the securities regulatory
authorities having or which will have jurisdiction over the affairs of the
Optionee. No shares in the Optionee's capital stock will be issued pursuant
to the terms of this Agreement without the Optionee first having received
all necessary regulatory approvals in connection herewith.
6.0 GOVERNING LAW
6.01 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
7.0 ENUREMENT
7.01 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of their heirs, executors, administrators,
successors and assigns, as the case may be.
WHEREOF IN WITNESS this Agreement has been executed as of the day and year first
above written
_/s/ Xxxxxxxxx Rodes__________ _/s/ Xxxx Xxxxx Daem________
Witness XXXX XXXXX XXXX
THE COMMON SEAL of
WIZBANG TECHNOLGIES INC.
CORPORATION was C/S
Hereunto affixed in the
Presence of:
__/s/ Xxxx Frankenberger_________
Authorized Signatory
Exhibit 1
PROMISSORY NOTE
September 1, 2003
FOR VALUE RECEIVED, GOLDEN HAND RESOURCES INC. (Formerly Wizbang Technologies
Inc.) of Suite 679, 000-000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X
0X0 promises to pay to the order of XXXX XXXXX XXXX, of 0000 XXXXX XXXX.,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 or its assigns ("Holder"), the sum
of twenty thousand dollars ($10,000.00 US) in the following manner:
Interest shall accrue on the unpaid balance at the rate of seven percent (7%)
per annum from the date set forth above.
Principle and interest is due on September 1, 2004. Prepayment may be made at
any time.
Upon default in the payment or of interest within ten (10) days of when payment
is due, the whole of the principal sum then remaining unpaid and all interest
accrued thereon shall, at the option of Holder, become immediately due and
payable, without demand or notice. In the event any payment hereunder is not
made within ten (10) days of when payment is due, GOLDEN HAND RESOURCES INC.
shall deliver to XXXX XXXXX XXXX a duly executed registratable transfers of the
Dalhousie Claim, in favour of XXXX XXXXX XXXX, immediately and without penalty.
This Note shall be construed in accordance with the laws of the State of
Washington and venue shall lie in King County, Washington.
This Agreement may be signed by fax and in counterpart.
EXECUTED as of this 1st day of September, 2003.
__/s/ Xxxx Frankenberger_________ _/s/ Xxxx Xxxxx Daem____
GOLDEN HAND RESOURCES INC. XXXX XXXXX XXXX
