OPTION TO PURCHASE AGREEMENT
(UNPATENTED MINING CLAIMS)
WILDCAT PROJECT, NEVADA
This Option to Purchase Agreement (hereinafter "Agreement") is made and entered
effective September 23, 2003, by and between Monex Exploration, a partnership,
whose partners are E.Chapel and Xxxxxxx X.Xxxxxxx (hereinafter "Owner"), whose
address is 0000 Xxx Xxxxx, Xxxx, Xxxxxx 00000 and Vista Nevada Corp., a Nevada
corporation (hereinafter "Vista"), whose address is 0000 Xxxxxxx Xxxxxxx,
Xxxxx 0, Xxxxxxxxx, Xxxxxxxx 00000.
RECITALS
Owner represents that it is the owner and is in possession of all those certain
unpatented mining claims situated in Pershing County, Nevada, which are more
particularly described in Exhibit "A" attached hereto and made a part hereof,
together with all ore, minerals, and mineral substances of every nature and
character, whatsoever, and together with all dips, spurs, extralateral rights,
dumps, tailings, severed ore thereon, and any easements, rights-of-way, water
rights, structures, improvements, and fixtures appurtenant thereto, (hereinafter
"Premises"), and all rights hereafter acquired by Owner to the Premises.
Vista desires to obtain and Owner is willing to grant an exclusive option to
purchase the Premises to Vista, together with certain rights of access to the
Premises during the term of this Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration paid to Owner, the receipt and sufficiency of which are
hereby acknowledged, and further in consideration of the mutual covenants,
agreements, and promises herein contained, the parties hereto agree as follows:
1.0 GRANT OF RIGHTS AND OPTION.
(a) Owner hereby grants to Vista free and unrestricted access to the
Premises, the exclusive option to purchase the Premises, and the
exclusive right (i) to explore, sample, and test the Premises, (ii) to
erect, construct, use, and maintain on the Premises such roads,
structures, machinery, equipment, personal property, fixtures, and
improvements as may be required for the conduct of its exploration and
related operations, and (iii) to extract and remove from the Premises
such ore, minerals, or mineral substances as may be removed in the
normal course of exploration operations and such materials as Vista
may require for bulk sampling and testing. Vista shall not conduct
commercial mining operations on the Premises or sell any ore,
minerals, or other products from the Premises before exercising the
Option to Purchase as provided for in this Agreement.
(b) To exercise all other rights which are incidental to any and all of
the rights referred to herein; and
(c) To use the Premises for all of the purposes stated in this Section in
conjunction with
Vista's activities on other properties.
2.0 TERM.
2.1 TERM OF AGREEMENT. This Agreement is granted for a term of one (1) year
from the date hereof and, provided that Vista exercises its Option to
Purchase before the end of the one year term, for an additional period for
the Closing provided for in Section 4.3 to occur.
3.0 OPTION PAYMENTS.
(a) Vista shall pay to Owner option payments (hereinafter "Option
Payments") on the dates and in the amounts as follows:
Amounts Due Dates
------- ---------
$ 200,000 Upon the execution of this Agreement
$ 300,000 on or before August 15, 2004.
If this Agreement is terminated, Vista shall have no obligation to
make any of the payments described above, the due dates of which occur
after the date of such termination.
These payments shall be in lieu of any obligation on the part of Vista
express or implied, to explore the Premises or perform any work
thereon except as may otherwise be expressly provided for in this
Agreement.
(b) Credit/Offset. All Option Payments paid to Owner shall be a credit
against the Purchase Price as provided in Section 4.1.
3.1 PAYMENT METHOD. All payments due to the Owner shall be paid by check or
wire transfer. All payments shall be made to the Owner at the address
specified in Section 10.3 (NOTICES). Owner may designate a different
receiving address or account consistent with the terms of Section 10.3.
4.0 PURCHASE OPTION. Owner hereby grants to Vista the exclusive right and
option to purchase all of the Premises from Owner at anytime during the
term of this Agreement. Vista shall be required to exercise its option to
purchase all of the Premises before the commencement of construction of any
permanent facilities for mining or processing ore minerals, and mineral
substances on the Premises or the commencement of any actual mining
operations on the Premises for the purpose of beginning commercial
production of minerals from the Premises.
4.1 PURCHASE PRICE. The Purchase Price for all of the Premises, together with
any and all easements, rights-of-way, water rights, structures,
improvements and fixtures appurtenant thereto (hereinafter "Purchase
Price") shall be Five Hundred Thousand Dollars ($500,000).
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4.2 EXERCISE OF PURCHASE OPTION. Vista may exercise the Purchase Option at any
time during the term of the Agreement. To exercise the Purchase Option,
Vista shall either (i) deliver written notice to Owner; or (ii) mail
written notice to Owner at the address shown first above.
In the event Vista purchases the Premises, Vista shall pay the Purchase
Price to Owner and Owner shall execute and deliver the Mining Deed to Vista
as provided in Section 4.3. Thereafter, Vista shall own all of Owner's
right, title, and interest in and to the Premises.
4.3 CLOSING. If Vista exercises the Option, the parties shall diligently
attempt to close the purchase and sale of the Property within thirty (30)
days following Vista's delivery of its notice of exercise. Owner shall
execute and deliver at the Closing a Mining Deed in form proper for
recording under Nevada law. The Mining Deed shall convey from Owner to
Vista all of Owner's right, title and interest in and to the Premises,
together with all dumps, tailings, extralateral rights, minerals (including
severed ore), mineral rights, water rights and all easements, fixtures,
improvements, rights-of-way, structures and water rights on, under or
appurtenant to the Premises, subject only to the existing production
royalties reserved to Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx and LAC
Minerals (USA) Inc. and Homestake Mining Company, the latter two companies
being affiliates of and presently controlled or owned by Xxxxxxx Gold
Corporation. Owner's conveyance under the Mining Deed shall also be subject
to the obligation of VISTA AND ITS SUCCESSORS AND ASSIGNS to pay to Owner a
one-time production payment in the amount of $500,000.00 upon commencement
of commercial production of minerals from the Premises. For purposes of the
Mining Deed, the term "commercial production" shall mean the production of
minerals in commercial quantities for shipment from the Premises and sale,
but not including minerals produced for testing, including bulk samples.
The Mining Deed shall include Owner's general warranty of title to Vista,
subject to the foregoing production royalties and subject to the paramount
title of the United States to the unpatented mining claims, free and clear
of any and all liens, claims and encumbrances of every kind and nature,
except those described in this paragraph. At the Closing, Vista shall
deliver the Purchase Price in immediately available funds or by wire
transfer to an account designated by Owner. The parties shall execute and
deliver such other written assurances as are reasonably necessary to
consummate the transactions contemplated under this Agreement and to
complete the Closing. Vista shall pay the real property transfer taxes,
recording fees and Bureau of Land Management notice of transfer filing fees
incurred on the recording of the Mining Deed and filing of the notice of
transfer with the Bureau of Land Management. The real property taxes, if
any, assessed against the Premises shall be prorated between Owner and
Vista as of the Closing Date. On completion of the Closing, Vista shall own
all right, title and interest in and to the Premises, subject only to the
production royalties and production payment obligation described in this
paragraph.
Closing shall be accomplished at a location mutually acceptable to both
parties within thirty (30) days of notice of exercise of the Purchase
Option ("Closing Date").
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5.0 OWNER'S RIGHTS. COVENANTS. AND OBLIGATIONS.
5.1 OWNER'S WARRANTIES. Owner covenants, warrants, and represents that as of
the effective date of this Agreement and as of the date of the Closing
provided for in Section 4.3, which covenants, warranties and
representations shall survive the Closing:
(a) Owner owns the entire undivided title and interest in and to the
Premises, except for paramount title in the United States as to the
unpatented mining claims included in the Premises, that Owner is in
possession of the Premises, that all required corporate authorizations
have been obtained to give Owner the full power and authority to enter
into this Agreement, that Owner knows of no other person claiming any
interest in the Premises or the ground covered thereby, and that the
Premises is free from all leases, liens, encumbrances, and outstanding
adverse claims and interests.
(b) Vista, in its sole discretion, may take any action reasonably
necessary, including commencement of legal proceedings, to remove any
clouds against or to cure any defects in Owner's title to the
Premises. Owner agrees to cooperate with Vista if Vista undertakes any
such action. Vista may credit against Vista's payment obligations
under this Agreement and against the production payment provided for
in the Mining Deed and recover from Owner any payments otherwise due
or paid to Owner the reasonable costs and expenses, including
attorney's fees, which Vista incurs in any such action. Owner may take
curative steps, at its own expense, in lieu of Vista taking such
curative action.
(c) Owner, to the best of its knowledge and belief, and except for
existing drill roads and drill sites on the Premises, is not aware of
any reclamation obligations from any past mineral exploration or
development activities on or with respect to the Premises that remain
unfulfilled with any local, state or federal agencies having
jurisdiction over such activities and is not aware of any
environmental condition or contamination on or connected with the
Premises of any nature, including, but not limited to, contamination
by any hazardous substances ("Hazardous Substances") as defined in the
Comprehensive Environmental Response, Compensation and Liability Act,
as amended, and as defined in the Resource Conservation Recovery Act
and in any other applicable laws and regulations.
Except for existing drill roads and drill sites on the Premises, the
liability for which Vista hereby agrees to assume, Owner hereby
indemnifies, defends, and holds Vista harmless from and against any
and all claims, liabilities, losses, damages, costs and expenses,
including but not limited to civil and criminal fines, penalties and
interest, Superfund liability, clean-up costs, and reasonable
attorney, environmental consultant, engineering, and expert fees,
(collectively "Claims") arising out of or in connection with any
reclamation obligation or Hazardous Substances or other environmental
condition or contamination which exists on the Premises as of the
effective date of this Agreement, or which is due to any act or
omission of Owner and/or any prior occupants of the Premises.
(d) The unpatented mining claims included in the Premises have been
properly located, and that for each assessment year either payment of
annual maintenance fees or rentals have been paid or assessment work
has been performed to properly maintain the unpatented mining claims
in accordance with applicable state and federal laws and regulations.
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(e) The location notices or location certificates for the unpatented
mining claims included in the Premises have been properly filed in the
proper office of the Bureau of Land Management in accordance with
applicable Federal laws and regulations; and
(f) Evidence of assessment work, payment of maintenance fees or rentals or
notices of intention to hold have been properly recorded in the proper
county, or recording district office and filed in the proper office of
the Bureau of Land Management in accordance with applicable Federal
laws and regulations for each assessment year to and including the
assessment year ending September 1, 2004.
(g) Before the execution of this Agreement, Owner has made available to
Vista all drill core and/or drill cuttings and copies of all
geological, geophysical, and engineering data and maps, logs of drill
holes, results of assaying and sampling, and disclosed all additional
data and information that Owner has knowledge of which may impact
Vista's rights and obligations under this Agreement.
(h) Owner's representations and warranties in Section 5.1, subsections
(a), (c), (d), (e) (f) and (g) shall survive Vista's exercise and
Closing of the Purchase Option.
5.2 TITLE. Upon request by Vista, Owner shall provide Vista with recording data
with respect to location notices and certificates, affidavits of annual
labor, deeds, easements, or other documents which bear upon Owner's title
to the Premises, and shall provide Vista with copies of all such documents
and all title reports and abstracts in Owner's possession or control. Owner
shall, upon Vista's request, record any such document in Owner's possession
or control which has not been recorded.
5.3 LESSER INTEREST. Without impairment of the covenants and warranties of
title contained in this Agreement, if Owner owns less than the entire
undivided estate in the Premises, all Agreement payments and the Purchase
Price shall be proportionately reduced and all payments due under this
Agreement shall be payable to Owner only in the proportion that Owner's
actual ownership interest in the Premises bears to the whole and undivided
estate.
5.4 INSPECTION.
(a) Owner and its agents, employees, or personal representatives, duly
authorized in writing, may inspect the activities of Vista on the
Premises during normal business hours, provided, however, that (i)
such inspection shall be made upon no less than twenty-four (24) hours
prior notice given to Vista, and (ii) such inspection shall be subject
to the safety requirements of Vista.
(b) Owner, in the exercise of this right, shall hold Vista harmless from
all claims for damages arising out of any death, personal injury, or
property damage sustained by Owner, its agents, employees, or personal
representatives while in or upon the Premises, unless such death or
injury arises as a direct result of the negligence or willful
misconduct of Vista.
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6.0 VISTA'S COVENANTS AND OBLIGATIONS.
6.1 EXPLORATION ACTIVITIES.
(a) Vista shall conduct all exploration and related activities on the
Premises in a good and workmanlike manner and in accordance with
accepted industry practices. All decisions with respect to the
exploration of the Premises shall be made by Vista in its sole
discretion.
(b) Vista shall comply with all valid state, federal, state and local laws
and regulations governing its activities on the Premises. If this
Agreement is inconsistent with or contrary to any law or regulation,
the law or regulation shall control and this Agreement shall be deemed
to be modified accordingly.
(c) Except as provided for in Section 5.4 (INSPECTION), Vista shall hold
Owner harmless for all claims, loss, liability, liens or expense of
any kind arising from or related to its activities on the Premises,
excepting therefrom such claims or liability caused by the negligence
or willful misconduct of Owner, its agents or employees. Vista agrees
to indemnify Owner against any such claims or liability, including all
costs and reasonable attorney's fees incurred by Owner in defending
against such claim or liability.
6.2 INSURANCE. Vista shall carry at all times during the term of this
Agreement, workmen's compensation and other insurance required by state
laws and mining regulations.
6.3 REPORTS AND INFORMATION. During the term of this Agreement, Vista shall
provide to Owner, annually, copies of drill-hole location maps,
non-interpretive core analysis, drill hole logs, assay results and other
factual reports from Vista's work on the Premises during the preceding
year. Vista makes no representation or warranty as to the accuracy or
completeness of any such data or information, and shall not be liable on
account of any use by Owner or any other person of any such data or
information. Vista shall not be responsible for the loss or destruction of
any drill core. If Vista terminates this Agreement without exercising its
Purchase Option, Vista shall provide Owner with all of the information
previously obtained by Vista from Owner and with the above-listed data or
information pertaining to the Premises that was generated by Vista, and not
already provided to Owner, within thirty (30) days after termination.
6.4 CONFIDENTIALITY. Owner agrees to maintain all data, drill logs, assays,
samples, reports, records, and other information and data relating to the
Premises or Vista's operation on the Premises in strict confidence,
including, without limitation, information obtained by the Owner through
exercise of its inspection rights under Section 5.4 above during the term
of this Agreement and thereafter if Vista exercises the Purchase Option
pursuant to Section 4.2. Owner shall not disclose any such information to
any person without the prior written consent of Vista. Information and data
developed by Vista during the term of this Agreement is the property of
Vista and, except as specifically provided in this Agreement, shall not be
available to the Owner. Vista shall be entitled to injunctive relief to
enforce its rights under this Section 6.4.
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6.5 RECLAMATION. Vista shall comply with all local, state and federal laws and
regulations relating to land reclamation. Should Vista terminate this
Agreement before exercising its Option to Purchase, Vista agrees to reclaim
surface disturbances resulting from its exploration activities on the
Premises to conditions that are reasonably comparable to the conditions
existing on the effective date of this Agreement and in accordance with all
applicable local, state and federal laws and regulations.
Vista shall be permitted to store, handle and dispose of substances on the
Premises which may be regulated or defined as hazardous substances
("Hazardous Substances") as defined in the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, and as defined in the
Resource Conservation Recovery Act and in any other applicable laws and
regulations as long as Vista does so in compliance with the applicable laws
and regulations. Vista represents and warrants that Vista shall at all
times during the term of this Agreement be in compliance with all such laws
and regulations and shall indemnify, defend and hold Owner harmless from
and against any and all claims, liabilities, losses, damages, costs and
expenses, including but not limited to civil and criminal fines, penalties
and interest, Superfund liability, clean-up costs, and reasonable attorney,
environmental consultant, engineering, and expert fees, arising out of or
in connection with any Hazardous Substances or other environmental
condition or contamination caused by Vista in violation of this Section.
This Section 6.5 shall survive the termination of this Agreement.
6.6 MAINTENANCE FEES AND ASSESSMENT WORK.
(a) If Vista continues this Agreement beyond July 1, 2004, Vista shall pay
any maintenance fee, rental, holding fee or other payment required
under the federal mining laws to maintain the unpatented lode mining
claims in the Premises. If any such law permits the performance of
assessment work or annual labor in lieu of making all or a portion of
any such payment, Vista shall determine whether to make such payment,
perform such work or labor, or both.
(b) For each assessment year during the term of this Agreement in which
Vista pays a maintenance fee, rental, holding fee or other payment, or
performs annual labor or assessment work, it shall prepare and record
in the County office where the location notices or location
certificates are recorded and in the proper office of the Bureau of
Land Management, an affidavit of payment of maintenance fees, rentals,
holding fees or assessment work or other document complying with the
requirements of state law and the Federal Land Policy and Management
Act of 1976 and the regulations implementing and supplementing the
Act.
(c) Vista shall have the benefit of all laws now existing or subsequently
enacted which relate to such work or fees, including any laws
extending the time within which to perform such work or to pay such
fees, suspending such requirements, or exempting the unpatented mining
claims in the Premises from such requirements. Vista shall be relieved
of its obligation to perform such work or make such payments for any
period in which such work or such payments are not required or are
suspended under the federal mining laws.
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6.7 AMENDMENTS. RELOCATIONS. AND PATENTS. During the term of this Agreement,
Vista shall have the right, but not the obligation, to amend or relocate,
in the name of Owner, any or all of the unpatented mining claims included
in the Premises, to locate mill sites on ground theretofore covered by
mining claims and vice versa, and to locate any fractions resulting from
the location, amendment, or relocation of mining claims or mill sites. At
the request of Vista, Owner shall apply for a patent for any or all of the
unpatented mining claims. All expenses authorized by Vista in connection
with locating, amending, or relocating mining claims or mill sites, or
prosecuting patent proceedings shall be borne by Vista. The rights of Vista
under this Agreement shall extend to all such locations, amended locations,
relocations, and patented mining claims and mill sites.
7.0 TERMINATION. SURRENDER. AND DEFAULT.
7.1 DEFAULT. Should Vista fail to comply with any of the provisions of the
Agreement, and should Vista not initiate and diligently pursue steps to
correct the default within thirty (30) days after written notice has been
given to it by Owner specifying with particularity the nature of the
default, then upon the expiration of the thirty (30) day period, all rights
of Vista under this Agreement, except as provided hereunder and in Section
7.4 (REMOVAL OF PROPERTY), shall terminate, and all liabilities and
obligations of Vista, except those liabilities existing on the date of
termination, shall terminate.
Should Vista, by notice given to Owner, dispute the existence of a default,
then this Agreement shall not terminate hereunder unless Vista does not
initiate and diligently pursue steps to correct the default within thirty
(30) days after the default has been determined by a final decision of
arbitrators or a court of competent jurisdiction.
7.2 TERMINATION. Vista may, at any time, terminate this Agreement as to all or
any portion of the Premises by delivering to Owner or by filing for record
in the appropriate office, with a copy to Owner, a good and sufficient
Surrender or Partial Surrender of this Agreement. Upon mailing the
Surrender or Partial Surrender to Owner or the appropriate County recording
office, all rights of Vista under this Agreement with respect to the
Premises, or portion of the Premises surrendered, except as provided in
Section 7.4 (REMOVAL OF PROPERTY), shall terminate and all liabilities and
obligations of Vista with respect to the Premises, or portion of the
Premises surrendered, shall terminate on the date specified in the notice
(except liabilities existing on the date of termination). Upon such
termination by Vista, Vista shall also execute and deliver a Quitclaim Deed
to Owner conveying the mining claims covered by this Agreement.
7.3 RIGHTS NOT TO BE SUSPENDED. Any dispute between the parties or resolution
thereof relating to this Agreement shall not interfere with nor affect any
right Vista may have under this Agreement.
7.4 REMOVAL OF PROPERTY. For a period of six (6) months following the
termination of this Agreement, Vista shall have the right to remove from
the Premises all structures, machinery, equipment, personal property,
fixtures, and improvements owned by Vista or erected or placed on the
Premises by Vista. Vista may keep one or more watchmen on the Premises
during the six-month period.
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8.0 RIGHT OF FIRST OFFER. If Owner desires to transfer all or any part of its
interest in this Agreement or in the Premises to any third party, Vista
shall have the right of first offer to acquire such interest as provided
for in this Section 8.0.
(a) If Owner intends to transfer all or any part of its interest in this
Agreement or in the Premises, Owner shall promptly notify Vista of its
intentions. The notice shall state the price and all other pertinent
terms and conditions of the intended transfer, which shall be for a
monetary consideration only. Vista shall have sixty (60) days from the
date such notice is delivered to notify Owner whether it elects to
acquire the offered interest at the same price and on the same terms
and conditions as set forth in the notice. If Vista does so elect, the
transfer shall be consummated promptly after notice of such election
is delivered to the Owner.
(b) If Vista fails to so elect within the period provided for in Section
8.0(a), Owner shall have one hundred eighty (180) days following the
expiration of such period to consummate the transfer to a third party
at a price and on terms no less favorable to the Owner than those set
forth in the notice required in Section 8.0(a) above. If Owner
consummates the transfer to a third party, Owner will promptly notify
Vista in writing of the transfer and will provide Vista with
documentation of the terms of the transfer.
(c) If Owner fails to consummate the transfer to a third party within the
period set forth in Section 8.0(b), Vista' right of first offer shall
be deemed to be revived. Any subsequent proposal to transfer such
interest shall be conducted in accordance with all of the procedures
set forth in this Section 8.0. This right of first offer shall be
binding upon any successors or assigns of Owner and upon any
subsequent transfers by Owner or Owner's successors or assigns.
9.0 ASSIGNMENT/MULTIPLE PARTIES.
(a) Vista and Owner may assign all or any portion of their rights under
this Agreement, subject to the provisions set forth below.
(b) Owner's right to assign any interest under this Agreement shall be
subject to Vista's right of first offer as set forth in Section 8.0.
(c) No change or division of the ownership of the Premises or the payments
provided for herein, however accomplished, shall enlarge the
obligations nor diminish the rights of Vista. Owner covenants that any
change in ownership shall be accomplished in such a manner that Vista
shall be required to make payments and to give notices to but one
person, firm, or corporation. No change or division in ownership shall
be binding on Vista until thirty (30) days after Owner has delivered
Vista a certified copy of the recorded instrument evidencing the
change or division.
(d) Should Owner's interest in the Premises or payments now or hereafter
be owned by more than one party, Vista may withhold payments until all
such owners have designated a single party to act for all of them
hereunder in all respects.
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10.0 GENERAL PROVISIONS.
10.1 MEMORANDUM. Vista and Owner agree to enter into a Memorandum of this
Agreement for the sole purpose of giving notice of the existence of this
Agreement and of Vista's rights of access and its permitted activities on
the Premises hereunder. Vista may record the Memorandum or this Agreement,
or both, as it may elect.
10.2 ADDITIONAL DOCUMENTS. Owner shall provide Vista with such additional title
documents as may be necessary to carry out the purposes of this Agreement.
If conditions change by reason of conveyances, assignments, or other
matters relating to the title or description of the Premises, Owner and
Vista shall execute amendments to this Agreement and the Memorandum, and
any other documents which may be necessary or convenient to reflect the
changed conditions.
10.3 NOTICES. Any payment or notice required or desired to be given under this
Agreement shall be effective when personally served upon the party to be
given such payment or notice at the address designated below when deposited
in the United States mail, certified return requested, or registered with
postage thereon fully paid, when deposited with an express courier, or
transmitted by telecopier, telex, or other electronic means of written
communication. Until notified otherwise in writing, the addresses for such
notices shall be as follows:
If to Owner: Xxx Xxxxxx
Monex Exploration
0000 Xxx Xxxxx
Xxxx, Xxxxxx 00000
Fax: ____________
If to Vista: Attention: President
Vista Nevada Corp.
0000 Xxxxxxx Xxxxxxx, Xxxxx 0
Xxxxxxxxx, XX 00000
Fax: 000-000-0000
No change in address shall be binding on the other party until thirty (30)
days after notice is communicated in the above manner. Routine or regular
periodical reports and statements hereunder may be sent by regular mail so
addressed.
10.4 SEVERABILITY. Should any court or administrative body of competent
jurisdiction determine that any part, term, or provision of this Agreement
is unenforceable, illegal, or in conflict with any state, federal, or local
law, then, such part, term, or provision shall be considered severable from
the rest of the Agreement, and the remaining provisions of the Agreement
shall not be thereby affected, and this Agreement shall be construed and
enforced as if the Agreement did not contain such part, term, or provision.
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10.5 SOLE AGREEMENT. This Agreement, together with its exhibits, contains the
entire agreement by and between Owner and Vista and no oral agreement,
promise, statement, or representation which is not contained herein shall
be binding on the parties. This Agreement shall not be modified or amended
except by a writing signed by the parties hereto.
10.6 BINDING EFFECT. CONSTRUCTION. AND ENFORCEMENT. All covenants, conditions,
and terms of this Agreement shall be of benefit to and run with the
Premises and shall bind and inure to the benefit of the parties hereto,
their respective successors and assigns. This Agreement shall be construed
and enforced in accordance with the laws of the State of Nevada.
10.7 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.
10.8 RELATIONSHIP. Nothing contained in this Agreement shall be construed or
deemed to create or constitute a joint venture, mining partnership,
commercial partnership, or other partnership in relation.
10.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original. If any person named as
Owner does not execute this Agreement, it shall nevertheless be binding
upon those persons executing it.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
OWNER: VISTA:
Monex Exploration, a partnership Vista Nevada Corp, a Nevada corporation
By:_______________________________ By:_________________________________
E. Chapel, individually and as
a partner of Monex Exploration
Title:______________________________
By:_______________________________
Xxxxxxx X. Xxxxxxx, individually
and as a partner of Monex Exploration
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STATE OF NEVADA )
ss.
COUNTY OF WASHOE )
This Option to Purchase Agreement was acknowledged before me this _____ day of
September, 2003, by E. Chapel , individually and as a Partner of Monex
Exploration.
------------------------------------
Notary Public
STATE OF NEVADA )
ss.
COUNTY OF WASHOE )
This Option to Purchase Agreement was acknowledged before me on this _____ day
of September, 2003, by Xxxxxxx X. Xxxxxxx, individually and as a Partner Monex
Exploration.
------------------------------------
Notary Public
STATE OF COLORADO )
ss.
COUNTY OF JEFFERSON )
This Option to Purchase Agreement was acknowledged before me on this _____ day
of September, 2003, by __________________________ as __________________________
of Vista Nevada Corp.
------------------------------------
Notary Public
EXHIBIT A
OPTION TO PURCHASE AGREEMENT BETWEEN MONEX EXPLORATION
AND VISTA GOLD CORP.
DESCRIPTION OF PREMISES
The following described unpatented lode mining claims are located in Sections
__________________, Township ___ North, Range ___ East, Mount Diablo Base and
Meridian, in Pershing County, Nevada:
CLAIM NAME BLM NMC NOS.
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