AGREEMENT
THIS AGREEMENT, dated effective this 30th day of October, 1997 is entered
into by and between ALASKA GOLD COMPANY, whose address is 000 Xxxxxxxxxxxx Xxxx,
Xxxxxx, Xxxx 00000 ("AGC") and SlLVERADO GOLD MINES, INC., an Alaskan
corporation, whose address is Xxxxx 000 - 0000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx,
X.X. X0X0X0 ("Silverado" or "Purchaser").
RECITAL
AGC is the owner of a gold dredge located in the Sheep Creek area, Alaska
and Silverado desires to purchase the dredge together with certain real
property, and AGC is willing to sell the same on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
A. For the consideration hereafter set forth, AGC agrees:
(1) to sell to Sllverado all of its right, title and interest in and
to the following property situated in Township 1 North, Range 2 West,
Fairbanks Meridian:
(a) Gold Dredge #6 together with attached equipment (the
"Dredge") located on the Independence Association Placer Mining Claim,
M.S. #2197; and
(b) Independence Association Placer Mining Claim, M.S. #2197; and
(c) State of Alaska Leases:
ADL 524262
ADL 524263
ADL 524988
ADL 524989
(2) to warrant that AGC has good title to the Dredge and other
described property and that it is free and clear of any liens and
encumbrances but AGC does not in any way warrant the condition of the
Dredge nor any part thereof nor does AGC warrant the Dredge's
merchantability or fitness for a particular purpose, it being understood
that Sllverado is acquainted with and accepts the Dredge and the other
described property "as is" and "where is" in their present condition.
B. Silverado agrees to purchase the Dredge and the other described property
for a total purchase price of One Hundred Twenty Thousand Dollars (US$120,000)
payable to AGC as follows:
(1) $40,000 in cash on the closing of this transaction; and
(2) a Promissory Note for the balance of the purchase price in the
amount of $80,000 payable in two (2) equal installments of $40,000 each on
the anniversary of the closing of this transaction and secured by a
mortgage or deed of trust satisfactory to AGC.
C. Silverado also agrees:
(1) to assume all obligations and liabilities respecting the Dredge
and the other described property and, except as may be provided by law to
the contrary, to indemnify, defend and hold harmless AGC from and against
any damage, loss, claim, demand or liability arising out of or resulting in
any way from Silverado's ownership, use, operation, dismantling and/or
removal of the Dredge and/or from failure of Silverado to perform all its
obligations under this Agreement; and
(2) to carry at all times during the term of this Agreement and until
completion of all payments under the Promissory Note, with insurance
companies satisfactory to AGC, the following minimum insurance coverages:
(i) Workmen's compensation insurance (including occupational
disease insurance) as required by law;
(ii) Employer's liability insurance with limits of not less than
Five Hundred Thousand Dollars ($500,000) each accident or bodily
injury by accident or Five Hundred Thousand Dollars ($500,000) each
employee for bodily injury or disease;
(iii) Commercial general liability insurance (CGL) with a limit
of not less than Two Million Dollars ($2,000,000) each occurrence. If
such CGL insurance contains a general aggregate limit, it shall apply
separately to the other described property location; and
(iv) Business automobile liability insurance with a limit of not
less than One Million Dollars ($1,000,000) each accident. Such
insurance shall cover liability arising out of any automobile
(including own, hired and non-owned autos).
Policies providing coverage under this Agreement shall not be subject
to cancellation or material change except upon thirty (30) days prior
written notice to AGC. AGC shall be named as an additional insured on all
policies providing coverage under this Agreement. Silverado shall provide
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evidence in the form of a certificate of such insurance promptly following
the execution of this Agreement, annually thereafter, and at such other
times as AGC may reasonably request.
D. The parties mutually agree that as soon as possible but not later than
thirty (30) days from the date of this Agreement, the transaction shall close on
a date and place convenient to the parties at which the following shall occur:
(1) AGC shall execute, acknowledge and deliver to Silverado conveyance
instruments in the forms of the Deed and the Xxxx of Sale attached hereto
as Exhibits A and B respectively; and
(2) Silverado shall deliver to AGC:
- Cash payment of US$40,000 by certified check or bank wire
transfer;
- Promissory Note in the form of Exhibit C hereto for the
balance of the purchase price; and
- Security document satisfactory to AGC.
(3) Parties will execute such other documents as are appropriate to
complete this transaction.
Upon delivery of documents and the purchase price, Silverado shall be
responsible for any and all obligations relating to the dredge and other
described property and deemed to have assumed possession and orderly supervision
thereafter.
IN WITNESS WHEREOF, the parties have executed this Agreement this 30th day
of October, 1997.
ALASKA GOLD COMPANY
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx V.P. Land
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SlLVERADO GOLD MINES, INC.
/s/ Xxxxx X. Xxxxxxx
--------------------
By: Xxxxx X. Xxxxxxx C.E.O.
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