MINERAL PROPERTY STAKING AND PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 29, 2004.
BETWEEN:
XXXXX XXXXXXXX of XX Xxx 000, Xxxxx, Xxxxxxx Xxxxxxxx,X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
AZZORO INC., a body corporate, duly incorporated under the
laws of the Nevada and having an office at 1030 - 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S:
A. The Vendor intends to stake eight mineral claims located approximately 35
northeast of Atlin, Atlin Mining Division, British Columbia in an area having
the potential to contain gold, tungsten and molybdenum mineralization or
deposits (collectively, the "Claims");
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 upon completion of
the staking referred to herein:
(a) The Vendor will be the registered and beneficial owner of the
mineral interests comprising the Claims and will hold the
right to explore and develop the Claims;
(b) the Vendor, as beneficial owner of the Claims, will hold all
of the Claims free and clear of all liens, charges and claims
of and the Vendor will have free and unimpeded right of access
to the Claims and have use of the Claims surface for the
herein purposes;
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(c) The Claims will have been duly and validly located and
recorded in a good and miner-like manner pursuant to the laws
of British Columbia and will be in good standing as of the
date of this Agreement; and
(d) There will be no adverse claims or challenges against or to
the Vendor's ownership of or title to any of the Claims nor
any basis therefor, and there will be no outstanding
agreements or options to acquire or purchase the Claims 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 Claims 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 CLAIMS
3.1 The Vendor hereby agrees to sell a 100% undivided right, title and interest
in and to the Claims in consideration of the Purchaser paying to the Vendor the
sum of $5,000 to the Purchaser forthwith upon receipt of:
(a) confirmation that the Claims have be staked and recorded; and
(b) a technical report on the Claims prepared by a qualified
professional geologist.
3.2 Upon the receipt of these payments, the Vendor hereby confirms that he will
hold the Claims 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 Claims.
4. RIGHT TO ABANDON PROPERTY INTERESTS
4.1 Should the Purchaser, in its sole discretion, determine that any part of the
Claims no longer warrants further exploration and development, then the
Purchaser may abandon such interest provided the Purchaser returns to Claims to
the Vendor at least 30 days prior to any deadline for additional assessment work
to be completed.
5. 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.
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6. 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.
7. CONFIDENTIAL INFORMATION
No information furnished by the Purchaser to the Vendor
hereunder in respect of the activities carried out on the Claims by the
Purchaser, or related to the sale of mineral products derived from the Claims,
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.
8. 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.
9. NOTICE
9.1 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, in the case of the Vendor addressed as follows:
Xxxxx Xxxxxxxx
XX Xxx 000
Xxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
and in the case of the Purchaser addressed as follows:
Azzoro Inc.
1030 - 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
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and any notice given as aforesaid shall be deemed to have been given, if
delivered by facsimile, when transmitted, or if mailed, on the second business
day after the date of mailing.
9.2 Either party hereto may from time to time by notice in writing
change its address for the purpose of this section.
10. 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.
11. 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.
12. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
13. 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.
14. 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.
15. 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.
16. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
17. 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.
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IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
AZZORO INC.
/s/ Xxxxx Xxxxxxxx per: /s/ Xxx Xxxxxx
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XXXXX XXXXXXXX XXX XXXXXX, PRESIDENT
