MINING OPTION AGREEMENT
THIS
AGREEMENT,
made as
of the _____________, 2004
BETWEEN:
XXXXX X. XXXXXXXXX, Geologist (the “Optionor”)
Of:
Xxxxx
000, 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
OF
THE
FIRST PART
a
company
duly incorporated pursuant to the laws of the State of Nevada, and having as
office at
0000
X.
Xxxxxxx Xxxx., #000, Xxx Xxxxx, XX 00000 (the “Optionee”)
OF
THE
SECOND PART
WHEREAS:
A.
The Optionor is the owner of certain mineral claims located in the Xxxxxx Mining
Division of British Columbia (the “Victory” claims or the
“Property”);
B.
The Optionor has agreed to grant an exclusive option to the Optionee to acquire
an interest in and to the Property, on the terms and conditions hereinafter
set
forth;
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00
now paid by the Optionee to the Optionor (the receipt of which is hereby
acknowledged), the parties agree as follows:
1.
DEFINITIONS
For
the
purposes of this Agreement the following words and phrases shall have the
following meanings, namely:
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(a)
“Exploration Expenditures” means the sum
of:
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(i)
all
costs of acquisition and maintenance of the Property, all expenditures on the
exploration
and development of the Property, and all other costs and expenses of
whatsoever
kind or nature, including those of a capital nature, incurred or chargeable
by the Optionee with respect to the exploration of the Property,
and
(ii)
as
compensation for general overhead expenses which the Optionee may incur,
an
amount equal to 10% of all amounts included in subparagraph (i) in
1
each
year
but only 5% of such amounts when paid by the Optionee under any contract
involving payments by it in excess of $100,000 in oneyear;
(b)
“Option” means the option to acquire a 100% undivided interest in and to the
Property
as provided in this Agreement;
(c)
“Option Period” means the period from the date of this Agreement to and
including the
date
of exercise or termination of the Option;
(d)
“Property” means the mineral claims described in Schedule “A” hereto including
any replacement
or successor claims, and all mining leases and other mining interests
derived
from any such claims. Any reference herein to any mineral claim comprising
the
Property includes any mineral lease or other interests into which such
mineral
claim
may
have been converted;
(e)
“Property rights” means all licenses, permits, easements, rights-of-way,
certificates and
other
approvals obtained by either of the parties either before or after the date
of
this Agreement
and necessary for the exploration of the Property;
(f)
“Purchase Price” means all cash payments, and Exploration
Expenditures referred
to in subsection
2.2 (a) and (b); and;
(g) “Royalty”
means the amount of royalty from time to time payable to the Optionor
hereunder
pursuant to section 11.
2.
GRANT AND EXERCISE OF OPTION
| 2.1 |
The
Optionor grants to the Optionee the exclusive right and option, to
acquire
a 100% undivided interest in the Property
free and clear of all charges, encumbrances and claims, save and
except
for those set out herein.
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| 2.2 |
The
Option shall be exercised by the
Optionee:
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(a)
(i) paying to the Optionor $5000 U.S. forthwith on or before March 31,
2005;
(ii)
paying to the Optionor an additional $25,000 U.S. on or before December 31,
2005;
(iii)
paying to the Optionor an additional $75,000 U.S. on or before December 31,
2006.
(b)
(i) incurring Exploration Expenditures of $5000 U.S. on the Property on or
before December
31, 2004, or if weather does not allow reasonable access to the property at
that time, the
work
to be completed at such other time as agreed by the parties;
(ii)
incurring additional Exploration Expenditures of $50,000 U.S. on the Property
on
or before
December 31, 2005;
(iii)
incurring additional Exploration Expenditures of $200,000 U.S. on the Property
on or before
December 31, 2006.
2
The
Option shall be deemed to be exercised upon the Optionee making all payments
and
incurring
all Exploration Expenditures in accordance with this Paragraph 2.2 (a) and
(b).
| 2.3 |
On
or before October 31 of each subsequent year and for as long as the
Optionor retains a Royalty
in the Property either the Optionee or the Owner, as the case may
be,
shall incur $250,000 U.S. in Exploration
Expenditures on the
Property.
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| 2.4 |
In
the event that the Optionee or the Owner, as the case may be, in
any of
the above periods incurs
more than the specified sum of Exploration Expenditures, the excess
shall
be carried forward and applied to the
Exploration Expenditures to be incurred in succeeding
periods.
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| 2.5 |
In
the event that the Optionee or the Owner, as the case may be, in
any of
the above periods incurs
less than the specified sum of Exploration Expenditures, it may pay
to the
Optionor the difference between the
amount it actually spent and the specified sum in full satisfaction
of the
Exploration Expenditures to be
incurred.
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| 2.6 |
The
Optionee will not be bound to make any payment under subsection 2.2,
other
than the cash payment
under Paragraph 2.2 (a) (I), but the Option will terminate and either
the
Optionee or the Owner, as the case may
be, will forfeit all previous payments if any payment or Exploration
Expenditure is not made in accordance with subsections
2.2 and 2.3.
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3.
CONDITIONS
The
obligations of both parties are contained in this Agreement.
4.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR
4.1
The Optionor represents and warrants to the Optionee that:
| (a) |
he
is, under the laws of British Columbia legally entitled to hold the
Property and all
mineral claims comprised therein, and all Property Rights held by
him and
will
remain
so entitled until all interests of the Optionor in the Property
(other
than Royalty) have
been duly transferred to the Optionee as contemplated
hereby;
|
| (b) |
he
is, and at the time of each transfer to the Optionee of mineral
claims
composing the
Property pursuant to the exercise of the Option he will be, the
recorded
holder and
beneficial
owner of all of the mineral claims compricing the Property free
and clear
of all liens,
charges, and encumbrances, and no taxes or rentals are due in respect
of
any
thereof;
|
3
| (c) |
the
mineral claims comprised in the Property have been duly and
validly located and recorded
pursuant to the Mineral
Tenure Act (British
Columbia), and, except as specified in Schedule “A”
hereto and accepted by the Optionee, are in good standing in the
office of
the Mining Recorder on the
date hereof and until the dates set opposite the respective names
thereof
in Schedule “A”
hereto;
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| (d) |
there
is no adverse claim or challenge against or to the ownership of or
title
to any of the mineral claims
comprising the Property, nor to the knowledge of the Optionor is
there any
basis
therefore, and there are n o outstanding agreements or options to
acquire
or purchase
the Property or any portion thereof, and no person, firm, or corporation
has any proprietary,
possessory, royalty or other interest whatsoever in production from
any of
the mineral
claims comprising the
Property;
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| (e) |
there
are no pending or threatened actions, suits, claims, disputes, or
proceedings regarding
the Property nor is he aware if the basis for
any.
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| 4.2 |
The
representations and warranties contained in this section are provided
for
the exclusive benefit
of the Optionee, and a breach of any one of more thereof may be waived
by
the Optionee in whole or in part at
any time without prejudice to its rights in respect of any other
breach of
the same or any other representation or warranty,
and the representation and warranties contained in this section shall
survive the execution of this Agreement
and of any transfers, assignments, deeds or further documents respecting
the Property.
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5.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE
| 5.1 |
The
Optionee represents and warrants to the Optionor
that:
|
| (a) |
it
has been duly incorporated, amalgamated or continued and validly
exists as
a corporation
in good standing under the laws of its jurisdiction of incorporation,
amalgamation
or continuation;
|
| (b) |
it
is lawfully authorized to hold mineral claims and real property under
the
law of the jurisdiction in which the
Property is situate;
|
| (c) |
it
has duly obtained all corporate authorizations for the execution
of this
Agreement and for
the performance of this Agreement by it, and the consummation of
the
transactions herein
contemplated will not conflict with or result in any breach of any
covenants or agreements
contained in, or constitute a default under, or result in the creation
of
any encumbrance
under the provisions of the Articles or the constituting documents
of the
Optionee
or any shareholders’ or directors’ resolution, indenture, agreement or
other instrument
whatsoever to which the Optionee is a party or by which it is bound
or to
which it
or the Property may be
subject;
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| (d) |
no
proceedings are pending for, and the Optionee is unaware of any basis
for
the
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4
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institution
of any proceedings leading to, the dissolution or winding up of the
Optionee or the
placing of the Optionee in bankruptcy or subject to any other laws
governing the affairs
of insolvent corporations;
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| 5.2 |
The representations and warranties contained
in this
section 5 are provided for the exclusive benefit
of the Optionor and a breach of any one or more thereof may be waived
by
the
Optionor
in whole or in part at any time without prejudice to its rights in
respect
of any other breach
of the same or any other representations warranty; and the representations
and
warranties
contained in this section shall survive the execution
hereof.
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6.
EXERCISE OF OPTION
| 6.1 |
The
Optionee may at any time after it has paid the Purchase Price, exercise
the Option by delivering a written notice to the Optionor, provided
always
that nothing herein shall oblige the Optionee to give such notice.
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| 6.2 |
If
and when the Option has been exercised, a 100% undivided right and
interest in and to the Property shall vest in the Optionee free and
clear
of all charges, encumbrances and
claims,
save and except for the obligations of the Optionee under sections
9, 11,
and 14.
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7.
TRANSFER OF PROPERTY
As
long
as the Optionor holds a Royalty Interest, the Optionor shall retain title
documents to he Property. If the Optionor sells all of the Optionor’s Royalty
Interest, the Optionor shall forthwith deliver to the Optionee duly executed
transfers of the appropriate interest in the Property, which shall have been
acquired by the Optionee upon exercise of the Option.
8.
RIGHT OF ENTRY
Throughout
the Option Period the directors and officers of the Optionee and its servants,
agents and independent contractors, shall have the sole and exclusive right
in
respect of the Property to:
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(a)
enter thereon;
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(b)
have
exclusive and quiet possession thereof;
|
(c)
do such prospecting, exploration, development and other mining work
thereon and
|
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thereunder
as the Optionee in its sole discretion may determine
advisable;
|
|
(d)
bring upon and erect upon the Property such buildings, plant, machinery
and equipment as
|
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the
Optionee may deem advisable; and
|
|
(e)
remove therefrom and dispose of reasonable quantities of ores, minerals
and metals for
|
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the
purposes of obtaining assays or making other
tests.
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5
| 9. |
OBLIGATIONS
OF THE OPTIONEE DURING OPTION
PERIOD
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During
the Option Period the Optionee shall:
| (a) |
maintain
in good standing those mineral claims comprising the Property that
are in
good standing on the date hereof by the doing and filing of assessment
work or the making of payments in lieu thereof, by the payment of
taxes
and rentals, and the performance of other actions which may be necessary
in that regard and in order to keep such mineral claims free and
clear of
all liens and other charges arising from the Optionee’s activities thereon
except those at the time contested in good faith by the
Optionee;
|
| (b) |
permit
the directors, officers, employees and designated consultants of
th
Optionor, at their
own risk and expense, access to the Property at all reasonable times,
and
the Optionor
agrees to idemnify the Optionee against and to save it harmless from
all
costs, claims,
liabilities and expenses that the Optionee may incur or suffer as
a result
of any injury
(including injury causing death) to any director, officer, employee
or
designated consultant
of the Optionor while on the
Property;
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| (c) | do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority; |
| (d) |
indemnify and save the Optionor harmless in
respect of all costs, claims, liabilities and expenses
arising out of the Optionee’s activities on the Property, but the Optionee
shall incur
no obligation hereunder in respect of claims arising or damages suffered
after termination
of the Option if upon termination of the Option any workings on or
improvements
to the Property made by the Optionee are left in a safe
condition;
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| (e) |
permit the Optionor, at its own expense, reasonable
access to the results of the work done on
the Property during the last completed calendar
year;
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| (f) |
deliver
to the Optionor, forthwith upon receipt thereof, copies of all reports,
maps, assay results
and other technical data compiled by or prepared at the direction
of the
Optionee with
respect to the
property.
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10. TERMINATION
OF OPTION BY OPTIONEE
| 10.1 |
If
the Option is terminated otherwise than upon the exercise thereof
pursuant
to section 6, the
Optionee shall:
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| (a) |
leave
in good standing for a period of at least 12 months from the termination
of the Option
Period those mineral claims comprising the Property that are on good
standing on the
date hereof and any other mineral claims comprised in the Property
that
the Optionee brings
into good standing after the date
hereof;
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| (b) |
deliver
or make available at no cost to the Optionor within 90 days of
such
termination,
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6
|
all
drill core, copies of all reports, maps, assay results and other
relevant
technical data compiled
by, prepared at the direction of, or in the possession of the
Optionee
with
respect
to the Property and not theretofore furnished to the
Optionor.
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| 10.2 |
Notwithstanding
the termination of the Option, the Optionee shall have the right,
within a
period of 180 days following the end of the Option Period, to remove
from
the Property all buildings, plant, equipment, machinery, tools, appliances
and supplies which have been brought upon the Property by or on behalf
of
the Optionee, and any such property not removed within such 180 day
period
shall thereafter become the property of the
Optionor.
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11
ROYALTY
| 11.1 |
The
Optionor reserves for itself and the Optionee grants to the Optionor
a 2%
Net Smelter
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Returns
royalty (the Royalty), calculated as described below, to be paid quarterly.
| 11.2 |
The
Royalty will be calculated by deducting from the gross proceeds received
from any mint, smelter,
or other purchaser for the sale of ores, concentrates, or mineral
products
produced from the Property, the following
charges and expenses directly or indirectly
incurred:
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| (a) |
sales,
use, gross receipts, severance, and other taxes, if any, payable
with
respect to severance, production, removal, sale, or disposition of
minerals from the Property, but excluding any taxes on net
income;
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| (b) |
charges
and costs, if any, for transportation from the mine or mill to places
where the minerals from the Property are smelted, refined, or sold;
and
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| (c) |
charges,
costs (including assaying and sampling costs related to smelting
and
refining), and all penalties, if any, for smelting and
refining.
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| 12. |
TRANSFERS
|
12.1
The
Optionee may at any time either during the Option Period or thereafter, sell,
transfer, or otherwise dispose of all or any portion of its interest in and
to
the Property and this Agreement provided that any purchaser, grantee or
transferee of any such interest shall have first delivered to the Optionor
its
agreement relating to this Agreement and to the Property,
containing:
| (a) |
a
convenant by
such transferee to perform all the obligations of the Optionee to
be performed
under this agreement in respect of the interest to be acquired by
it from
the
Optionee
to the same extent as if this Agreement had been originally executed
by
the Optionee
and such purchaser, grantee or transferee as joint and several
obligers
making joint
and several covenants; and
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| (b) |
a
provision subjecting any further sale, transfer or other disposition
of
such interest in
|
7
|
the
Property and this Agreement or any portion thereof to the restrictions
contained in this
paragraph (a).
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| 12.2 |
No
assignment by the Optionee of any interest less than its entire interest
in this Agreement and in the Property shall, as between the Optionee
and
the Optionor, discharge it from any of its obligations hereunder,
but upon
the transfer by the Optionee of the entire interest at the time held
by it
in this Agreement, (whether to one or more transferees and whether
in one
or in a number of successive transfers), the Optionee shall be deemed
to
be discharged from all obligations hereunder save and except for
the
fulfillment of contractual commitments accrued due prior to the date
on
which the Optionee shall have no further interest in this
Agreement.
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12.3
If
the Optionor should receive a bona fide offer from an independent third party
(the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase
all or a part of its interest in the Property, which offer the Optionor desires
to accept, or if the Optionor intends to sell all or a part of its interest
in
the Property:
| (a) |
The
Optionor shall first offer (the “Offer”) such interest in writing to the
Optionee upon terms
no less favourable than offered by the proposed Purchaser or intended
to
be offered by
the Optionor, as the case may be.
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| (b) |
The
Offer shall specify the price, terms and conditions of such sale,
the name
of the Proposed
Purchaser and shall, in the case of an intended offer by the Optionor,
disclose the
person or persons to whom the Optionor intends to offer its interest
and,
if the offer received
by the Optionor from the Proposed Purchaser provides for any consideration
payable
to the Optionor otherwise that in cash, the offer shall include the
Optionor’s good faith
estimate of the cash equivalent of the non-cash
consideration.
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| (c) | If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such |
8
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amount
shall be credited to the amount determined following arbitration
of the
cash equivalent
of any non-cash consideration.
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| (d) |
If
the Optionee fails to notify the Optionor before the expiration
of the
time limit that it will purchase the interest offered, the Optionor
may
sell and transfer such interest to the Proposed Purchaser at the
price and
on the terms and conditions specified in the Offer for a period
of 60
days, but the terms of this paragraph shall again apply to such
interest
if the sale to the Proposed Purchaser is not completed within such
60
days.
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| (e) |
Any
sale hereunder shall be conditional upon the Proposed Purchaser delivering
a written undertaking to the Optionee, in form and substance satisfactory
to its counsel, to be bound by the terms and conditions of this
Agreement.
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13.
SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF
AGREEMENT
The
Optionee may at any time during the Option Period elect to abandon any one
or
more of the mineral claims comprised in the Property by giving notice to the
Optionor of such intention. Any claims so abandoned shall be in good standing
under the Mineral
Tenure Act (British
Columbia) for at least seven years from the date of abandonment. Upon any such
abandonment, the mineral claims so abandoned shall for all purposes of this
Agreement cease to form part of the Property.
14.
FORCE MAJEURE
14.1
If
the
Optionee is at any time either during the Option Period or thereafter prevented
or delayed in complying with any provision of this Agreement by reason of
strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires,
wars, acts of God, governmenta regulations restricting normal operations,
shipping delays or any other reason or reasons, other than lack of funds, beyond
the control of the Optionee, the time limited for the performance by the
Optionee of its obligations hereunder shall be extended by a period of time
equal in length to the period of each such prevention or delay, but nothing
herein shall discharge the Optionee from its obligations hereunder Paragraph
11,
and to maintain the Property in good standing.
14.2
The
Optionee shall give prompt notice to the Optionor of each event of force majeure
and upon cessation of such event shall furnish to the Optionor with notice
to
that effect together with particulars of the number of days by which the
obligations of the Optionee hereunder have been extended by virtue of such
event
of force majeure and all preceding events of force majeure.
15.
CONFIDENTAL INFORMATION
No
information furnished by the Optionee to the Optionor hereunder in respect
of
the activities carried out on the Property by the Optionee, or related to the
sale of minerals, ore, bullion or other product derived from the Property,
shall
be published or disclosed by the Optionor without the prior written consent
of
the Optionee,
9
but
such
consent in respect of the reporting of factual data shall not be unreasonably
withheld, and shall not be withheld in respect of information required to be
publicly disclosed pursuant to applicable securities or corporation laws,
regulations or policies.
16.
ARBITRATION
All
questions or matters in dispute under this Agreement shall be submitted to
arbitration pursuant to the terms hereof.
| (a) |
It
shall be a condition precedent to the right of any party to submit
any
matter to arbitration
pursuant to the provisions hereof, that any party intending to refer
any
matter
to arbitration shall have given not less than 10 days’ prior notice of its
intention
to do so to the other party, together with particulars of the matter
in
dispute.
On the expiration of such 10 days, the party who gave such notice
may
proceed
to refer the dispute to arbitration as provided in paragraph (c)
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| (b) |
The
party desiring arbitration shall appoint one arbitrator, and shall
notify
the other party
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| (c) |
of
such appointment, and the other party shall, within 15 days after
receiving such notice, either consent to the appointment of such
arbitrator which shall then carry out the arbitration or appoint
an
arbitrator, and the two arbitrators so named, before proceeding to
act,
shall, within 30 days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator to act
with
them and be chairman of the arbitration herein provided for. If the
other
party shall fail to appoint an arbitrator within 15days after receiving
notice of the appointment of the first arbitrator, the first arbitrator
shall be the only arbitrator. If the two arbitrators appointed by
the
parties shall be unable to agree on the appointment of the chairman,
the
chairman shall be appointed under the provisions of the
Commercial Arbitration Act
of
British Columbia. Except as specifically otherwise provided in this
section, the arbitration herein provided for shall be conducted in
accordance with such Act. The chairman, or in the case where only
one
arbitrator is appointed, the single arbitrator, shall fix a time
and place
in Vancouver, British Columbia, for the purpose of hearing the evidence
and representations of the parties, and he shall preside over the
arbitration and determine all questions and procedure not provided
for
under such Act or this section. After hearing any evidence and
representations that the parties may submit, the single arbitrator,
or the
arbitrators, as the case may be, shall make an award and reduce the
same
to writing, and deliver one copy thereof to each of the parties.
The
expense of the arbitration shall be paid as specified in the
award.
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| (d) |
The
parties agree that the award of a majority of the arbitrators, or
in the
case of a single arbitrator, of such arbitrator, shall be final and
binding upon each of them.
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10
17.
DEFAULT AND TERMINATION
17.1
Notwithstanding section 2, if at any time during the Option Period the Optionee
fails to perform any obligation required to be performed hereunder or is in
breach of a warranty given herein,which failure or breach materially interferes
with the implementation of this Agreement, the Optionor may terminate this
Agreement, but only if:
| (a) |
it
shall have first given to the Optionee a notice of default containing
particulars of the obligation
which the Optionee has not performed, or the warranty breached;
and
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| (b) |
the
Optionee has not, within 45 days following delivery of such notice
of
default, cured such default or commenced proceedings to cure such
default
by appropriate payment or performance, the Optionee hereby agreeing
that
should it so commence to cure any default it will prosecute the same
to
completion without undue delay.
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17.2
Should the Optionee fail to comply with the provision of subparagraph (b),
the
Optionor may thereafter terminate this Agreement by giving notice thereof to
the
Optionee.
18.
NOTICES
Each
notice, demand or other communication required or permitted to be given under
this
Agreement
shall be in writing and shall be delivered, telegraphed or telecopied to such
party at the address for such party specified above. The date of receipt of
such
notice, demand or other communication shall be the date of delivery thereof
if
delivered or telegraphed or, if given by telecopier, shall be deemed
conclusively to be the next business day. Either party may at any time and
from
time to time notify the other party in writing of a change of address and the
new address to which notice shall be given to it thereafter until further
change.
19.
GENERAL
19.1
This
Agreement constitutes
the entire agreement between the parties and supersedes and replaces any other
prior agreement or arrangement, whether oral or written, heretofore existing
between the parties in respect of the subject matter of this Agreement.
| 19.2 |
No
consent or waiver expressed or implied by either party in respect
of any
breach or default by
the other in the performance by such other of its obligations hereunder
shall be deemed or construed to be a consent to or a waiver of any
other
breach or default.
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19.3
The
parties shall promptly execute or cause to be executed all documents, deeds,
conveyances and other instruments or further assurance and do such further
and
other acts which may be reasonably necessary or advisably to carry out fully
the
intent of this Agreement or to record wherever appropriate the respective
interests from time to time of the parties in the Property.
11
19.4
This
Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns.
19.5
This
Agreement shall be governed by and construed in accordance with the laws of
British Columbia.
19.6
Time
shall be of the essence in this Agreement.
19.7
Wherever the neuter and singular is used in this Agreement it shall be deemed
to
include the plural, masculine and feminine, as the case may be.
19.8
Any
reference in this Agreement to currency shall be deemed to be United States
of
America dollars.
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
| SIGNED, SEALED AND DELIVERED | ) |
| BY | ) |
| in the presence of: | ) |
|
|
) |
| ) | |
| Signature | ) |
|
|
) |
| ) | |
| Name | ) |
| ) | |
|
|
) |
| Address | ) |
|
SIGNED,
SEALED AND DELIVERED
|
) |
| BY THE AUTHORIZED SIGNATORIES | ) |
| OF: Windy Creek Developments, Inc. | ) |
12
SCHEDULE
“A”
The
Victory mineral claims located within the Xxxxxx Mining Division of British
Columbia:
| CLAIM NAME | TENURE NUMBER | NUMBER OF UNITS | EXPIRY DATE |
| Udiville | 233677 | 1 | |
| Victory | 233693 | 1 | “ |
| Victory Fr. & Udiville # 1 | 233694 | 1 | “ |
| Last Chance & Udiville # 2 | 233695 | 1 | “ |
| Lucky Xxx Fr. | 233696 | 1 |
“
|
| Lucky Xxx | 233697 | 1 | “ |
13
