AGREEMENT
Exhibit 4.9
AGREEMENT
THIS MEMORANDUM OF AGREEMENT is dated for reference this 9th day of April, 2003.
BETWEEN:
XXXXXX SKODA
711 – 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0(hereinafter referred to as the "Vendor")
OF THE FIRST PART
AND:
LINUX GOLD CORP.
1103 – 00000 Xxxxxxxxx Xxx
Xxxxxxxx, X.X. X0X 0X0("hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. | the Vendor is the recorded and beneficial owner
of ORO Mineral Claim (20 units), situated in the Lillooet Mining Division
of the Province of British Columbia (hereinafter called the "said claim");
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B. | the Vendor is desirous of selling all of its right,
title and interest in and to the said claim to the Purchaser and the Purchaser
is desirous of acquiring same (subject to the reservation two percent
(2%) net smelter return interest (hereinafter called the "NSR")
as hereinafter described); |
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, agreements and conditions set forth herein, the parties hereto agree as follows:
1. |
Subject to the reservation of the NSR
interest hereinafter described, the Vendor hereby sells, assigns and sets
over to the Purchaser for their own use absolutely all of its right, title
and interest in and to the said claim for the consideration more particularly
described in Paragraph 2 hereof. |
|
2. |
As consideration for the sale of the said
claim by the Vendor to the Purchaser, the Purchaser hereby agrees to pay
to the Vendor the sum of TEN THOUSAND DOLLARS ($10,000) as follows: |
|
(a)
|
The sum of FIVE THOUSAND DOLLARS ($5,000) upon execution hereof (the receipt whereof by the Vendor is acknowledged); | |
(b) |
The sum of FIVE THOUSAND DOLLARS ($5,000) on or before the 9th day of May, 2003. | |
3. |
The Purchaser agrees to issue 100,000
shares of Linux Gold Corp. to the Vendor as follows: |
|
(a) |
25,000 shares upon signing and approval from regulatory bodies. | |
(b) |
25,000 shares upon completion of Phase I – no later than July 11, 2003. | |
(c) | 25,000 shares upon completion of Phase II – no later than Dec. 31, 2003. |
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(d) |
25,000 shares upon completion of Phase III –
no later than June 30, 2004. |
|
4. | The Vendor covenants and agrees with the
Purchaser as follows: |
|
(a)
|
That the said claim is in good standing at the date
hereof, free and clear of any encumbrances, liens or charges as the case
may be; |
|
(b) |
That neither the Vendor nor any of its predecessors
in interest or title have done anything whereby the said claim may become
encumbered; |
|
(c) |
That the Vendor has the right to enter into this
agreement and to dispose of the interest in and to the said claim which
is hereby covenanted for sale. |
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5. | Concurrently with the execution of this
agreement, the Vendor shall execute a Xxxx of Sale transferring the said
claim to the Purchaser, to be released to the Purchaser forthwith upon
payment of the sum of TEN THOUSAND DOLLARS ($10,000) by the Purchaser
to the Vendor. |
|
6. | The parties acknowledge and agree that
the Vendor shall retain an interest in two percent (2%) of the net smelter
return to be derived from mining activities conducted on the said claim.
For the purpose of this agreement the term "NSR" shall mean the net income
from the production of ores, concentrates, minerals or metals from the
said claim after deducting from all exploration, development and capital
costs and all other charges and expenses whatsoever and taxes (other than
income taxes) as reported in audited statements to be maintained by the
Purchaser on the said claim. If any dispute should arise as to the meaning
or application of this term such dispute shall be referred to the auditors
of the Purchaser who shall resolve the dispute in accordance with generally
accepted accounting principles and whose decision shall be binding upon
the parties hereto. |
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7. | The Purchaser may purchase the NSR for
ONE MILLION DOLLARS ($1,000,000) for each one percent (1%), prior to commercial
production, in shares or in cash. |
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8. | This agreement shall enure to the benefit
of and be binding upon the parties hereto, their respective heirs, executors,
administrators, successors or assigns as the case may be. |
IN THE EVENT that this agreement is not executed on or before the 9th day of April, 2003, this Agreement is nul and void.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
LINUX GOLD CORP. | XXXXXX SKODA | |
"Xxxx Xxxxxxxxx" | "Xxxxxx Skoda" | |
Signature | Signature | |
Xxxx Xxxxxxxxx | Xxxxxx Skoda | |
Print Name | Print Name | |
President | Owner | |
Title | Title |