AGREEMENT (Ten Groups)
Exhibit
99.1
AGREEMENT
(Ten
Groups)
This
AGREEMENT
effective as of November 14, 2007 (the “Effective Date”) is by and between
LEONGATHA
MANAGEMENT INC.,
having
its Head Office at Pasea Estae, Portola, British Virgin Islands (“Leongatha”)
and ENDEAVOR
URANIUM, INC.,
a
Nevada corporation having its executive offices at Denver Place, 000
00xx
Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Endeavor”).
RECITALS:
WHEREAS,
Leongatha entered into an Assignment Agreement with an independent third party
(“INDCO”). INDCO is party to an Agreement to Lease, dated May 18, 2007
(“Agreement to Lease”) with Xxx Xxx Resources LLC and Mayan Minerals Ltd.
(collectively “Mayan”).
WHEREAS,
Pursuant to the Agreement to Lease, INDCO is entitled to acquire leases on
the
10 (ten) groups of unpatented mining claims located in Montrose County, State
of
Colorado (U.S.A.) (the “Claims”), such groups being shown and detailed in
Exhibit A to the Agreement to Lease as Groups 1, 2, 4, 10 and 21 - 26 inclusive
(each a “Group Claim”).
WHEREAS,
Pursuant to the Agreement to Lease, INDCO has paid to Mayan $547,345.25 with
respect to the Claims.
WHEREAS,
Leongatha wishes to assign to Endeavor all of its rights to acquire leases
on
the Claims.
NOW
THEREFORE, in consideration of the premises, covenants and agreements
hereinafter contained, the Parties agree as follows:
A. Leongatha
hereby assigns, sells and transfers to Endeavor all of Leongatha’s rights
whatsoever pursuant to the Agreement to Lease to acquire leases on the
Claims.
B. In
consideration of the assignment contained in Clause 1 Endeavor will issue up
to
an aggregate of 10,000,000 shares of Endeavor’s common stock (the
“Shares”):
1. Not
later
than five business days after execution of this Agreement, 5,725,000 Shares
to
Leongatha.
2. On
the
signing of a Lease (the date of signing by Endeavor being hereinafter called
the
“Lease Date”) Endeavor will issue to Mayan 3,000 Shares of the capital stock of
Endeavor for each Group Claim covered by the Lease.
3. On
the
Lease Date of a Lease, Endeavor will pay to Mayan a cash payment, which will
be
$50,000 for each of the Group Claims in Clause 4(i) below and $25,000 for each
of the Group Claims in Clause 4(ii) below.
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4. For
each
Claim Group covered by a Lease, Endeavor will pay the amount of cash specified
below on the anniversary dates of the Lease Date:
| (i) |
Claim
Groups 1, 2, 4, 10 and 26
|
First
anniversary of Lease Date - $100,000;
Second
anniversary of Lease Date - $100,000;
Third
anniversary of Lease Date - $200,000; and
$200,000
on each anniversary of the Lease Date thereafter, until the commencement of
production from the Claims in the Group.
| (ii) |
Claim
Groups 21, 22, 23, 24, and
25
|
First
anniversary of Lease Date - $50,000;
Second
anniversary of Lease Date - $100,000;
Third
anniversary of Lease Date - $100,000; and
$100,000
on each anniversary of the Lease Date thereafter, until the commencement of
production from the Claims in the Group.
5. Notwithstanding
the requirement for the payment of cash payments pursuant to Section 4, Endeavor
shall only be required to make 25% of any payment in cash and may satisfy the
remaining amount in either cash or by the issuance of Shares to Mayan. The
calculation of the number of Shares to be issued is as set forth in the Sample
Lease (as defined) attached.
6. If
commercial production of valuable mineral substances is commenced from any
Group
then Xxx Xxx will be entitled to receive the royalties specified in the Sample
Lease.
7. In
anticipation of one or more leases being signed with Endeavor, the parties
hereto agree that such leases will essentially be in the form of the Lease
attached hereto as Exhibit 1 (“Sample Lease”) - it being acknowledged that each
Lease, as it is prepared, will have to be completed in relation to the number
of
Claims and the numbers of Groups covered by the Lease.
C. Leongatha
covenants and warrants in favour of Endeavor that:
(1) all
of
its rights, titles and interests under the Agreement to Lease granting it the
right to receive leases on the Claims are owned by it subject only to the terms
of the Agreement to Lease, and that all of its rights and interests under the
Agreement to Lease are held by it free and clear of any other liens, charges,
encumbrances or restrictions whatsoever;
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(2) Leongatha
is unrestricted in its right to sell and assign to Endeavor its rights to
acquire a lease on the Claims;
(3) the
Claims are, to the best of its knowledge, information and belief, valid,
subsisting, in good standing and free of liens, charges and
encumbrances.
D. Closing.
The
Closing is taking place simultaneously with the execution of this Agreement
via
email, facsimile and wire where possible.
1. Transactions
at Closing.
At
Closing:
(a) Endeavor
shall deliver or caused to be delivered to Leongatha:
(i) this
Agreement duly executed by Endeavor; and
(ii) at
or
within 5 business days following Closing, certificate evidencing 5,750,000
of
the Shares registered in the name that Leongatha directs.
(b) Leongatha
shall have delivered or caused to be delivered to Endeavor the
following:
(i) this
Agreement duly executed by Leongatha; and
(ii) such
other and further documents as Endeavor may reasonably request to convey and
record the transfer of the Claims to Endeavor.
E. Miscellaneous
Matters.
1. Fees
and Expenses.
Each
party shall pay the fees and expenses of its advisers, counsel, accountants
and
other experts, if any, and all other expenses incurred by such party incident
to
the negotiation, preparation, execution, delivery and performance of this
Agreement.
2. Entire
Agreement.
This
Agreement contains the entire understanding of the parties with respect to
the
subject matter hereof and supersedes all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules.
3. Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of; (a) three business days following the date of mailing,
if
sent by an internationally recognized overnight courier service, or (b) upon
actual receipt by the party to whom such notice is required to be given. The
addresses for such notices and communications are those set forth on the
preamble hereof, or such other address as may be designated in writing
hereafter, in the same manner, by such Person.
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4. Amendments;
Waivers.
No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Party to be charged
or,
in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.
5. Construction.
The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.
6. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. Endeavor may not assign this Agreement
or any rights or obligations hereunder without the prior written consent of
Leongatha.
7. No
Third-Party Beneficiaries.
This
Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.
8. Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of Nevada, without regard to the principles of conflicts
of law thereof. If either party shall commence an action or proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
9. Survival.
The
representations and warranties contained herein shall survive the Closing and
the delivery, of the Shares.
10. Execution.
This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile, email
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original
thereof.
11. Severability.
If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and
the
parties will attempt to agree upon a valid and enforceable provision that is
a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
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12. Replacement
of Shares.
If any
certificate or instrument evidencing any Shares is mutilated, lost, stolen
or
destroyed, Endeavor shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to Endeavor of such loss, theft or destruction and
customary and reasonable indemnity, if requested. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement
Shares.
13. Monetary
References.
All
dollar references herein are to U.S. Dollars.
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IN
WITNESS WHEREOF the Parties have executed this Agreement under the hands of
their duly authorized Officers.
|
LEONGATHA
MANAGEMENT INC.
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||||
|
By:
|
/s/ Xxxx X.Xxxxx & /s/ Xxxxxx Xxxx |
By:
|
/s/
Xxxxxx Xxxxxxxx
|
|
| Xxxx X.Xxxxx & Xxxxxx Xxxx |
Xxxxxx
Xxxxxxxx, President
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| PROVINCE OF BRITISH COLUMBIA | ) | |||
| )ss. | ||||
| COUNTY OF VANCOUVER | ) | |||
On
this
16th
day of
November in the year 2007, before me, a Notary Public in and for said Province
of B.C., personally appeared Xxxxxx Xxxxxxxx who is the President of Endeavor
Uranium, Inc., a Nevada corporation, personally known (or proved) to me to
be
the person who executed the above instrument, and acknowledged to me that he
executed the same for purposes stated therein.
|
/s/
Xxxx X. Xxxxxxx
|
|
Notary
Public In and For the
|
|
Province
of British Columbia
|
|
Xxxx
X. Xxxxxxx, Notary Public
|
|
0000-0000
Xxxx Xxxxxxx Xxxxxx
|
|
Xxxxxxxxx,
X.X., Xxxxxx X0X 0X0
|
|
STATE
OF
|
|
) | ||
|
|
)ss. | |||
|
COUNTY
OF
|
|
) |
On
this
______ day of November in the year 2007, before me, a Notary Public in and
for
said State, personally appeared _____________________ who is the
______________________ of LEONGATHA MANAGEMENT INC., a limited liability
company, personally known (or proved) to me to be the person who executed the
above instrument, and acknowledged to me that he executed the same for purposes
state therein.
|
Notary
Public
|
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