ASSIGNMENT AND ASSUMPTION AGREEMENT
This
Assignment and Assumption
Agreement (this “Agreement”) is made and entered into as of January 29, 2008, by
and between American Goldrush Corp., a Canadian corporation (the “Assignor”),
and Patriot Gold Corp., a Nevada corporation (the “Assignee”).
WHEREAS,
the Assignor is the Optionee
pursuant to the Property Option Agreement dated July 14, 2006 (the “Property
Agreement”’ capitalized terms used herein not otherwise defined shall have the
meanings ascribed to such terms in the Property Agreement) between Xxxxx Xxxxxxx
(the “Optionor”) and the Assignor;
WHEREAS,
the Assignor wishes to assign
to the Assignee, and Assignee wishes to assume from Assignor, all of the rights
and obligations of the Assignor provided for in the Property Agreement, for
such
consideration and on such terms as set out below;
WHEREAS,
pursuant to Section 7 of the
Property Agreement, such assignment shall be permitted in accordance with the
Property Agreement;
NOW
THEREFORE, in consideration of the
above premises and the mutual representations, warranties, covenants and
agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1.
Purchase Price.
Simultaneous with the execution and delivery of this Agreement, the Assignee
is
paying the Assignor the sum of US$200,000, which amount shall represent full
payment and satisfaction for the assignment by the Assignor to the Assignee
of
the Property Agreement and all rights and obligations with respect
thereto.
2.
Assignment of Property
Agreement. The Assignor hereby assigns to the Assignee all of
its right, title and interest in, to and under the Property Agreement.
Included
in said assignment shall be,
without limitation, all sums incurred by the Assignor in connection with the
Property, specifically (i) the refunding of the reclamation bond previously
paid
by the Assignor to the Forest Service in Arizona in the amount of USD $17,000,
as indicated by Exhibit
A annexed hereto; (ii) the USD $171,097 of Expenditures incurred by the
Assignor prior to the date hereof; (iii) the USD $85,000 paid to the Optionor;
and (iv) USD $8,500 paid as Finder’s Fees. Annexed to this Agreement as Exhibit
B is be a list of all spending credits and Expenditures incurred by the
Assignor prior to the date hereof, certified by the chief financial officer
of
the Assignor.
3.
Assumption of
Obligations. The Assignee hereby expressly assumes and agrees
to perform all duties and obligations of the Assignor arising under the Property
Agreement from and after the date hereof.
4.
Representations
of the
Assignor.
The
Assignor hereby represents and warrants to the Assignee the following:
(a)
The Assignor is a corporation duly organized, validly existing and in good
standing under the laws of the Canada, with full power and authority to own,
lease, use and operate its properties and to carry on its business as and where
now owned, leased, used, operated and conducted.
(b)
The Assignor has the absolute and unrestricted right, power, legal capacity
and
authority to enter into and perform its obligations under this Agreement, to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby. Assuming the due authorization, execution and delivery
by
the Assignee, this Agreement, when executed and delivered by the Assignee,
will
be a valid and binding obligation of the Assignor, enforceable against it in
accordance with its terms. This Agreement has been duly executed and delivered
by the Assignor.
(c)
Neither the execution and delivery of this Agreement, nor the consummation
of
the transactions contemplated hereby, will conflict with, or (with or without
notice or lapse of time, or both) result in a termination, breach or violation
of (i) any instrument, contract or agreement to which the Assignor is a party
or
by it is bound, or (ii) any federal, state, local or foreign law, ordinance,
judgment, decree, order, statute, or regulation, or that of any other
governmental body or authority, applicable to the Assignor or the
Property.
(d)
The Assignor is the sole Optionee under the Property Agreement, and no other
party has any lien, charge, claim, option, preferential arrangement or
restrictions of any kind, on the Property or pursuant to the Property
Agreement. Upon
the consummation of the transactions contemplated hereby, the Assignee will
have
full title and interest in the Property Agreement.
(e)
The transfer of the Property Agreement to the Assignee will not give rise to
any
rights or claims by any third party, including without limitation, the
shareholders' of the Assignor.
(f)
No consents, permits or other approvals of any kind are necessary in order
to
transfer the Property Agreement to the Assignee.
(g)
Neither the Assignor nor any of its affiliates is party to or threatened with,
any litigation, suit, action, investigation, proceeding or controversy before
any court, administrative agency or other governmental authority relating to
or
affecting the Property Agreement, the Property or the Assignor.
(h)
The amounts set forth in Exhibits A and B are true, correct and complete, and
the invoices and receipts attached to said exhibits accurately and truthfully
set forth the details of the amounts set forth therein.
5.
Representations
of the
Assignee.
The
Assignee hereby represents and warrants to the Assignor the following:
(a)
The Assignee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, with full power and authority
to
own, lease, use and operate its properties and to carry on its business as
and
where now owned, leased, used, operated and conducted.
(b)
The Assignee has the absolute and unrestricted right, power, legal capacity
and
authority to enter into and perform its respective obligations under this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Assignor.
(c)
No filing with, authorization from or consent or approval of any governmental
body, agency, official or authority or any other third party is necessary or
required to be made or obtained to enable the Assignee to enter into, and to
perform its obligations under, this Agreement.
(d)
Assuming the due authorization, execution and delivery by the Assignor, this
Agreement, when executed and delivered by the Assignee, will be a valid and
binding obligation of the Assignee, enforceable against it in accordance with
its terms.
(e)
Neither the execution and delivery of this Agreement, nor the consummation
of
the transactions contemplated hereby, will conflict with, or (with or without
notice or lapse of time, or both) result in a termination, breach or violation
of (i) any instrument, contract or agreement to which the Assignee is a party
or
by which it is bound, or (ii) any federal, state, local or foreign law,
ordinance, judgment, decree, order, statute, or regulation, or that of any
other
governmental body or authority, applicable to the Assignee or its assets or
properties.
(f)
As of the date hereof, there are no liabilities, obligations, debts or payments
directly or indirectly owed to any third party, including without limitation,
the Optionor, by the Assignor as a result of, or related to, the Property or
the
Property Agreement.
6.
Indemnification. The
Assignor shall indemnify and hold harmless Assignee and its officers, directors,
shareholders, employees, trustees, agents, beneficiaries, affiliates,
representatives and their successors and assigns from and against any and all
damages, losses, liabilities, taxes and costs and expenses (including, without
limitation, attorneys’ fees and costs) resulting directly or indirectly from (a)
any inaccuracy, misrepresentation, breach of warranty or nonfulfillment of
any
of the representations and warranties of Assignor in this Agreement or in any
certificate or
document
delivered by the Assignor,
pursuant to this Agreement, or any actions, omissions or statements of
fact inconsistent with in any material respect any such representation or
warranty, (b) any failure by the Assignor to perform or comply with any
agreement, covenant or obligation in this Agreement or in any certificate or
document delivered or to be performed by or complied with pursuant to the terms
of this Agreement, (c) any claims made by a third party against the Assignee
based upon an obligation, act or omission of the Assignor prior to the date
hereof, (d) taxes attributable to the Assignor prior to the date hereof, (e)
any
claim made at any time by any governmental body in respect of the business
of
the Assignor for all periods prior to the date hereof, (f) any debt, claim,
liability or obligation of the Assignor prior to the date hereof, or (g) any
litigation, action, claim, proceeding or investigation by any third party
relating to or arising out of the business or operations of the Assignor prior
to the date hereof.
The
Assignee shall indemnify and hold
harmless Assignor and its officers, directors, shareholders, employees,
trustees, agents, beneficiaries, affiliates, representatives and their
successors and assigns from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys’ fees and costs) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any
of
the representations and warranties of Assignee in this Agreement or in any
certificate or document delivered by the Assignee, pursuant to this
Agreement, or any actions, omissions or statements of fact inconsistent
with in any material respect any such representation or warranty, (b) any
failure by the Assignee to perform or comply with any agreement, covenant or
obligation in this Agreement or in any certificate or document delivered or
to
be performed by or complied with pursuant to the terms of this Agreement, (c)
any claims made by a third party against the Assignor based upon an obligation,
act or omission of the Assignee after to the date hereof, (d) taxes attributable
to the Assignee after the date hereof, (e) any claim made at any time by any
governmental body in respect of the business of the Assignee for all periods
after the date hereof, (f) any debt, claim, liability or obligation of the
Assignee prior to the date hereof, or (g) any litigation, action, claim,
proceeding or investigation by any third party relating to or arising out of
the
business or operations of the Assignee after the date hereof.
All
representations, warranties,
covenants and agreements of the parties contained herein or in any other
certificate or document delivered pursuant hereto shall survive the date hereof
for three years from the date hereof.
7.
Power of
Attorney. The Assignor hereby constitutes and appoints the
Assignee its true, lawful and irrevocable attorney to demand, receive and
enforce the performance of the terms of the Property Agreement or to otherwise
deal in respect of the Property Agreement, and to give receipts, releases and
satisfactions for the same, and this may be done either in the name of the
Assignor with the same force and effect as Parent could do if this Agreement
had
not been made.
8.
Miscellaneous.
(a)
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Nevada.
(b)
If any covenant or agreement contained herein, or any part hereof, is held
to be
invalid, illegal or unenforceable for any reason, such provision will be deemed
modified to the extent necessary to be valid, legal and enforceable and to
give
effect of the intent of the parties hereto.
(c)
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. This Agreement supersedes all prior agreements
between the parties with respect to the subject matter hereof or thereof. There
are no representations, warranties, covenants or undertakings with respect
to
the subject matter hereof other than those expressly set forth herein or in
the
other agreements referenced herein.
(d)
This Agreement may not be amended or modified except by the express written
consent of the parties hereto. Any waiver by the parties of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any
subsequent breach thereof or of any other provision.
(e)
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and permitted
assignees.
(f)
The parties hereto intend that this Agreement shall not benefit or create any
right or cause of action in or on behalf of any person other than the parties
hereto.
(g)
The parties agree that this Agreement shall be deemed to have been jointly
and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read
the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.
(h)
The parties hereto agree to execute and deliver such further documents and
instruments and to do such other acts and things any of them, as the case may
be, may reasonably request in order to effectuate the transactions contemplated
by this Agreement.
(i)
This Agreement may be executed in counterparts and by facsimile, each of which
shall be deemed an original and all of which together shall constitute one
and
the same instrument.
IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
executed by its duly authorized officer or representative as of the date first
above written.
________________________________
Name: Xxxxxx
Xxxxxxx
Title:
President and CEO
Address:708-1155
West Xxxxxx Street
Vancouver,
B.C., Canada, V6E
2P4
PATRIOT
GOLD CORP.
By:
______________________________
Name:
Xxxxxx Xxxxx
Title:
President and CEO
Address:
000-0000 Xxxxxxxx Xxx.
Xxxx
Xxxxxxxxx, X.X., Xxxxxx, X0X
0X0
AGREED
AND ACKNOWLEDGED:
_________________
Xxxxx
Xxxxxxx
Exhibit
A
Reclamation
bond paid to the State of Arizona of USD $17,000.
Exhibit
B
Spending
credits including geological, geophysical, claim expansion and perfection costs,
travel, and camp and field supplies totaling USD $171,097 have been incurred
by
the Assignor since acquiring the Xxxxxxxxx Property.
