EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT (this "AGREEMENT") dated as of the 10th day of July, 2012
BETWEEN:
GMM GLOBAL MULTI-MINING DIVERSIFIED GROUP LIMITED, having a address of 00 Xxxxx
Xxxxxxxxxx Xxx., Xxxxxxxx, Xxxxxx, Xx00000 Xxxxxx
(herein called "GMM")
AND:
VIKING MINERALS INC., a corporation organized under the laws of the State of
Nevada and having an address of
0000 X. Xxxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
(herein called the "Company")
WHEREAS GMM is a party to that certain joint venture agreement dated July 10,
2012 (the "Joint Venture Agreement"), between Corizona Mining Partners LLC
("Corizona") and GMM, pursuant to which a legal entity shall be formed under the
laws of Peru (the "Peruvian Legal Entity"), in which GMM shall have a sixty
percent (60%) equity interest (the "GMM Equity Interest") and Corizona shall
have a forty percent (40%) equity interest;
WHEREAS Corizona has the right, title and interest in and to that certain ten
year lease of mining concessions named "RECA I,", "RECA II" and "RIO ROJO" (the
"Lease") covering approximately 800 hectares under the ownership of Corporacion
Xxxxxx Xxxxx S.A., located in the district of Maraflores, province and
department of Lima, which Lease shall be contributed and transferred to the
Peruvian Legal Entity for the purpose of establishing production operations (the
Mining Project"),
WHEREAS in accordance with the terms and provisions of the Joint Venture
Agreement, GMM is required to contribute $500,000 to the Peruvian Legal Entity
for purposes of acquiring, exploring and developing the Project;
WHEREAS the Company shall on behalf of GMM provide the required $500,000 for the
exploration and development of the Project and shall further issue to GMM an
aggregate of 131,000,000 shares of its restricted common stock, and GMM shall
assign and transfer all of its right, title and interest in and to the Equity
Interest to the Company in consideration therefore;
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto,
and of good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually agreed by and between the parties hereto as
follows:
ARTICLE 1
ASSIGNMENT AND TRANSFER OF EQUITY INTEREST
1.1 Assignment and Transfer of Equity Interest. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties, covenants and agreements contained herein, GMM will convey, assign
and transfer to the Company all of its right, title and interest in and to the
Equity Interest.
1.2 Consideration. In consideration of the transfer and assignment to the
Company of all of the right, title and interest of GMM in and to its Equity
Interest, the Company shall contribute to the Peruvian Legal Entity the sum of
$500,000 in accordance with the terms and provisions of the Joint Venture
Agreement, and shall further issue to GMM an aggregate of 131,000,000 shares if
its restricted common stock valued at $0.001 per share (hereinafter referred to
as the "Purchase Price").
1.3 The Closing. The transfer and delivery of the documents transferring all of
the right, title and interest of GMM to the Company of its Equity Interest will
take place on July 10, 2012 or such earlier date as may be mutually acceptable
to GMM and the Company (the "Closing Date").
1.4 Deliveries. At the closing on the Closing Date:
(a) GMM shall deliver to the Company executed and duly acknowledged
assignments conveying 100% of its right, title and interest of GMM in
and to the Equity Interest to the Company;
(b) The Company shall deliver to the Seller and/or its designee a share
certificate evidencing an aggregate of 131,000,000 shares of the
Company's restricted common stock and a certified check in the amount
of $500,000 payable to whomever GMM shall specify;
(c) GMM and the Company shall each execute and deliver such other
instruments and take such other action as may be necessary to carry
out its obligations under this Agreement; including, without
limitation, working together to cause the title to the Equity Interest
to be transferred into the name of the Company under Peruvian law.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF GMM
To induce the Company to execute, deliver and perform this Agreement, and in
acknowledgement of the Company's reliance on the following representations and
warranties, GMM represents and warrants to the Company as follows as of the date
hereof and as of the Closing Date:
3.1 Organization. GMM is a corporation duly organized, validly existing and in
good standing under the applicable laws of the Country of Greece with the power
and authority to conduct its business as it is now being conducted and to own
its assets.
3.2 Power and Authority. GMM has the power and authority to execute, deliver,
and perform this Agreement and the other agreements and instruments to be
executed and delivered by them in connection with the transactions contemplated
hereby, and GMM will have taken all necessary action to authorize the execution
and delivery of this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated hereby, including but not limited
to the receipt of all necessary regulatory approvals. The execution, delivery
and performance by GMM of the Agreement has been duly authorized. This Agreement
is, and the other agreements and instruments to be executed and delivered by the
Seller in connection with the transactions contemplated hereby, when such other
agreements and instruments are executed and delivered, shall be, the valid and
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legally binding obligations of GMM enforceable against GMM in accordance with
their respective terms.
3.3 Non-Contravention. To GMM's knowledge, neither the execution, delivery
and/or performance of this Agreement, nor the consummation of the transactions
contemplated hereby, will:
(a) violate any provision of the articles or bylaws of GMM nor violate any
provision in the Joint Venture Agreement; or
(b) violate any order, writ, injunction, decree, statute, rule, or
regulation of any Peruvian court or Peruvian governmental or
regulatory.
3.4 Title. GMM has good, marketable and defensible title to the Equity Interest.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
To induce GMM to execute, deliver and perform this Agreement, and in
acknowledgement of GMM's reliance on the following representations and
warranties, the Company hereby represents and warrants to the Seller as follows
as of the date hereof and as of the Closing Date:
4.1 Organization. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada, with the
power and authority to conduct its business as it is now being conducted and to
own and lease its properties and assets.
4.2 Power and Authority. The Company has the power and authority to execute,
deliver, and perform this Agreement and the other agreements and instruments to
be executed and delivered by it in connection with the transactions contemplated
hereby, and the execution, delivery and performance of the Agreement by the
Company has been duly authorized. This Agreement is, and, when such other
agreements and instruments are executed and delivered, the other agreements and
instruments to be executed and delivered by the Purchaser in connection with the
transactions contemplated hereby shall be, the valid and legally binding
obligations of the Company, enforceable in accordance with their respective
terms
4.3 Required Consents. Other than the approval by the Board of Directors of the
Company, no other permit or approval, authorization, consent, permission, or
waiver to or from any person, or notice, filing, or recording to or with, any
person is necessary for the execution and delivery of this Agreement and the
other agreements and instruments to be executed and delivered by the Company in
connection with the transactions contemplated hereby, or the consummation by the
Company of the transactions contemplated hereby.
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ARTICLE 5
COVENANTS OF GMM AND THE COMPANY FOLLOWING CLOSING
5.1 Transfer, Documentary Taxes. All sales, transfer, and similar taxes and fees
(including all recording fees, if any) incurred in connection with this
Agreement and the transactions contemplated hereby shall be borne by GMM.
5.2 Further Assurances. Subject to the terms and conditions of this Agreement,
each party agrees to use all of its reasonable efforts to take, or cause to be
taken, all actions and to do or cause to be done, all things necessary and
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement (including the execution and delivery of such
further instruments and documents) as the other party may reasonably request.
5.3 Nondisclosure of Proprietary Data. The Parties shall hold in a fiduciary
capacity for the benefit of each other all secret or confidential information,
knowledge or data relating to each other or any of their affiliated companies,
and their respective businesses, which shall not be or become public knowledge.
Neither Party, without the prior written consent of the other, or as may
otherwise be required by law or legal process, shall communicate or divulge
either before or after the Closing Date any such information, knowledge or data
to anyone other than the other Party and those designated by the other Party in
writing, or except as required by applicable law.
ARTICLE 6
TERMINATION
6.1 Termination. This Agreement may be terminated at any time prior to the
Closing Date:
(a) by mutual written consent of GMM and the Company;
(b) by either GMM or the Company if: (i) there shall have been a material
breach of any representation, warranty, covenant or agreement set
forth in this Agreement, on the part of the Company, in the case of a
termination by GMM, or on the part of GMM, in the case of a
termination by the Company, which breach shall not have been cured, in
the case of a representation or warranty, prior to closing or, in the
case of a covenant or agreement, within ten (10) business days
following receipt by the breaching party of notice of such breach, or
(ii) any permanent injunction or other order of a court or other
competent authority preventing the consummation of the transactions
contemplated hereby shall have become final and non-appealable;
(c) by either GMM or the Company if the transactions contemplated hereby
shall not have been consummated on or before the Closing Date.
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6.2 Effect of Termination. Each party's right of termination under Section 6.1
is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 6.1, unless
otherwise specified in this Agreement, all further obligations of the parties
under this Agreement will terminate; provided, however, that if this Agreement
is terminated by a party because of the breach of this Agreement by the other
party or because one or more of the conditions to the terminating party's
obligations under this Agreement is not satisfied as a result of the other
party's failure to comply with its obligations under this Agreement, the
terminating party's rights to pursue all legal remedies will survive such
termination unimpaired.
ARTICLE 7
MISCELLANEOUS
7.1 Entire Agreement. This Agreement, and the other certificates, agreements,
and other instruments to be executed and delivered by the parties in connection
with the transactions contemplated hereby, constitute the sole understanding of
the parties with respect to the subject matter hereof and supersede all prior
oral or written agreements with respect to the subject matter hereof.
7.2 Parties Bound by Agreement; Successors and Assigns. The terms, conditions,
and obligations of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
7.3 Amendments and Waivers. No modification, termination, extension, renewal or
waiver of any provision of this Agreement shall be binding upon a party unless
made in writing and signed by such party. A waiver on one occasion shall not be
construed as a waiver of any right on any future occasion. No delay or omission
by a party in exercising any of its rights hereunder shall operate as a waiver
of such rights.
7.4 Severability. If for any reason any term or provision of this Agreement is
held to be invalid or unenforceable, all other valid terms and provisions hereof
shall remain in full force and effect, and all of the terms and provisions of
this Agreement shall be deemed to be severable in nature. If for any reason any
term or provision containing a restriction set forth herein is held to cover an
area or to be for a length of time which is unreasonable, or in any other way is
construed to be too broad or to any extent invalid, such term or provision shall
not be determined to be null, void and of no effect, but to the extent the same
is or would be valid or enforceable under applicable law, any court of competent
jurisdiction shall construe and interpret or reform this Agreement to provide
for a restriction having the maximum enforceable area, time period and other
provisions (not greater than those contained herein) as shall be valid and
enforceable under applicable law.
7.6 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.
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7.8 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada without giving effect to the
principles of choice of law thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf as of the date first indicated above.
GROUP LIMITED
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Director
VIKING MINERALS INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
President/Chief Executive Officer
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