ASSIGNMENT AGREEMENT
This Assignment Agreenlent ("Agreement") is made effective this 3 1" day of January, 2007.
BETWEEN:
PELANGIO MINES INC.
a corporation existing under the laws of the Province of Alberta,
(hereinafter called "Pelangio")
AND :
DETOUR GOLD CORPORATION
a
corporation existing under the laws of Canada,
(hereinafter called "Detour")
AND:
TRADE WINDS VENTURES INC.
a
corporation existing under the laws of British Columbia,
(hereinafter called "Trade Winds")
WHEREAS
A. Pelangio holds an interest in certain mineral properties in the Detour Lake area of Ontario (the "Properties");
B. Pelangio and Trade Winds entered into a letter of intent dated as of the 18thday of September, 2003 (the "Trade Winds Agreement"), attached as Schedule "A" to this Agreement, whereby Pelangio granted an option to Trade Winds to earn a 50% interest in a certain portion of the Properties (the "Detour Lake Block A Property") as set out in the Trade Winds Agreement and attached as Schedule "B" to this Agreement;
C. Pelangio and Detour entered into an asset purchase agreement dated as of the 21'' day of August 2006 and amended as of the 21" day of September 2006, the 4"' day of October 2006, the sthday of January 2007 and the extension letter dated the 25'h day of January 2007 (the "Asset Purchase Agreement") whereby Pelangio is transferring certain properties in the Detour Lake and Xxxxxxxxxx areas to Detour upon the fulfilment of certain conditions, including the completion of an initial public offering by Detour;
D. Pelangio has the right to assign all or part of its interest in and to, and obligations under the Trade Winds Agreement;
E. Pelangio wishes to assign to Detour and Detour wishes to acquire Pelangio's interest in and to and the obligations under the Trade Winds Agreement; and
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F. Trade Winds is a party hereto solely for the purpose of acknowledging the assignment and replacement of Pelangio with Detour in place and stead of Pelangio.
NOW THEREFORE, in consideration of the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties covenant and agree as follows:
ARTICLE 1
ASSIGNMENT
1.1 As of and from the effective date of this Agreement, and subject to the terms of the Asset Purchase Agreement, Pelangio hereby transfers, assigns and conveys to Detour all of Pelangio's right, title and interest in, to and under the Trade Winds Agreement and all benefits and advantages to be derived therefrom. For the purposes of clarity, the foregoing assignment includes the transfer and assignment to Detour of Pelangio's right pursuant to section 4(a) of the Trade Winds Agreement to form a joint venture with Trade Winds for the exploration and development of the Detour Lake Block A Property.
1.2 Detour hereby accepts the assignment by Pelangio of all of its right, title and interest in, to and under the Trade Winds Agreement and assumes and agrees to perform, fblfill, satisfy and discharge all of the covenants, obligations and liabilities of Pelangio in, to and under the Trade Winds Agreement arising on or after the effective date of this Agreement and to be bound by all of the terms and conditions of the Trade Winds Agreement as if an original party thereto as of and from the effective date of this Agreement.
1.3 Detour acknowledges that the Detour Lake Block A Property is subject to a net smelter royalty of 1% payable to GoldCorp Canada Ltd. (formerly, Placer Dome (CLA) Limited) that may be purchased by Detour for CDNSI million and a 2% net smelter royalty payable to Newmont Mining Corporation of Canada Limited.
ARTICLE 2
FURTHER ASSURANCES
2.1 Each party hereto agrees that it will from time to time and at all times hereafter, upon every reasonable request in writing of any other party hereto and such party's successors and assigns, take such action or cause to be taken such action and execute and deliver or cause to be executed and delivered such doculnents as may be required, acting reasonably, and are within its power to be done or executed in order to give full effect to the provisions of this Agreement.
ARTICLE 3
CONSENT
3.1 Trade Winds hereby consents, acknowledges and agrees to Pelangio's assi,onment to Detour of all of Pelangio's right, title and interest in, to and under the Trade Winds Agreement, and Detour's assumption of all of Pelangio's covenants, obligations and liabilities in, to and under the Trade Winds Agreement arising on or after the effective date of this Agreement and accepts Detour as a party to the Trade Winds Agreement, in place and stead of Pelangio, froin and after the effective date of this Agreement.
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3.2 For the purpose of clarity, Trade Winds does not release Pelangio from any of Pelangio's covenants, obligations and liabilities which arose under or in respect of the Trade Winds Agreement before the effective date of this Agreement and Pelangio does not release Trade Winds from any of Trade Winds' covenants, obligations and liabilities which arose under or in respect of the Trade Winds Agreement before the effective date of this Agreement.
ARTICLE 4
GOVERNING LAW
4.1 The provisions hereof shall be governed by and construed in accordance wit11 the laws of the Province of Ontario and federal laws of Canada applicable therein.
ARTICLE 5
SUCCESSION
5.1 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successor and assigns.
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[Signature page follows.]
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ARTICLE 6
MISCELLANEOUS
6.1 The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and ally such invalid or unenforceable provision will be deemed to be severable.
6.2 This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
SCHEDULE "A"
TRADE WINDS AGREEMENT
