EX-10.1 2 propertyacquisitionagreement.htm MINING PROPERTY ACQUISITION AGREEMENT THIS is dated for reference August 23, 2011. BETWEEN:

EX-10.1 2 propertyacquisitionagreement.htm

THIS is dated for reference August 23, 2011.

BETWEEN:

TORON INC., a company having an address at 0000 xx Xx Xxxxxxxxxxx Xxxxxx West, 29th Floor, Montreal, QC, H3B 4W5, Canada, herein represented by Xxxxxxx Xxxxxxxxx duly authorized as he so declares;

( “Purchaser” or the “Company”);

AND:

XXXXXXXX XXXXXXX, a businessman having an address at 000 Xxxxxx Xxxxxx, Xxxxx-Xxxxxxxx, XX, X0X 0X0;

( “SL”);

AND:

XXXXX XXXXXXXXX, a businessman having an address at Perumahan Taman Permata Millenium, Jalan Permata Bunda, Sektor 1, Blok X0/00, Xxxxx, Xxxxxx, Xxxxxxxxx, 00000.

(“GG”);

(SL and GG are also collectively referred to as the “Vendor”).

The Vendor is the registered beneficial owner of an undivided one hundred percent (100%) interest in and to those certain mineral interests which are more particularly described in Schedule "A" attached hereto (the “Property”); and

The Vendor wishes to sell to the Purchaser an undivided one hundred percent (100%) interest in and to the Property and any deposits of minerals on the Property, and the Purchaser wishes to acquire the same on the terms and subject to the conditions as are more particularly set forth herein.

THEREFORE in consideration of the mutual covenants and agreements in this Agreement, the parties agree as follows:

DEFINITIONS AND INTERPRETATION

1.1

For the purposes of this Agreement:

(a)

"Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

(b)

"Effective Date" means, August 23, 2011;

(c)

"Ore" shall mean any minerals of commercial economic value mined from the Property;

(d)

"Payment" means the payments contemplated in paragraph ;

(e)

"Product" shall mean Ore mined from the Property and any concentrates or other materials or products derived therefrom, but if any such Ore, concentrates or other materials or products are further treated as part of the mining operation in respect of the Property, such Ore, concentrates or other materials or products shall not be considered to be "Product" until after they have been so treated.

(f)

"Property" means properties in Quebec, more particularly described in Schedule "A" of this Agreement;

(g)

"Property Rights" means all licences, 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 development of the Property or for the purpose of placing the Property into production or of continuing production on the Property; and

(h)

"Shares" means fully paid and non-assessable common shares in the share capital of the Purchaser, issued pursuant to exemptions from registration and prospectus requirements contained in the United States Securities Act of 1933 and the rules and regulations promulgated thereunder, which Shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws.

1.2

For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)

"this Agreement" means this mining acquisition agreement and all Schedules attached hereto;

(b)

any reference in this Agreement to a designated "Section", "Schedule", "paragraph" or other subdivision refers to the designated section, schedule, paragraph or other subdivision of this Agreement;

(c)

the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;

(d)

any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation;

(e)

any reference to "party" or "parties" means the Vendor, the Purchaser, SL, GG or all, as the context requires;

(f)

the headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement; and

(g)

all references to currency refer to United States dollars.

1.3

The following are the Schedules to this Agreement, and are incorporated into this Agreement by reference:

Schedule "A":

Property-Legal Description and Location

REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER

2.1

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement;

(b)

the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, duly completed until the last set of claims are acquired by the Purchaser;

(c)

the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property;

(d)

the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing;

(e)

to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made;

(f)

there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and

(g)

the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority.

2.2

The representations and warranties contained in paragraph are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser 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 representations and warranties contained in paragraph will survive the execution and delivery of this Agreement.

2.3

The Purchaser represents and warrants to the Vendor that:

(a)

the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Nevada;

(b)

the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms;

(c)

the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject;

(d)

no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and

(e)

the Purchaser has completed such due diligence on the Property as they have deemed necessary.

2.4

The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor 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 representations and warranties contained in paragraph will survive the execution and delivery of this Agreement.

2.5

The Vendor and the Purchaser acknowledge that the Vendor will maintain control of the Property, subject to this Agreement, and subject to all appropriate local and national governmental approvals and environmental considerations save and except for any costs related to the renewals of the claims purchased

PURCHASE

3.1

The Vendor hereby sells to the Purchaser a one hundred percent (100%) undivided interest in and to the Property and all minerals on the Property, free and clear of all claims, taxes, liens or encumbrances, on the terms and conditions set out herein.

3.2

The consideration payable by the Purchaser to the Vendor pursuant to this Agreement shall consist in the issuance of 2,000,000 in post-split common shares of the Purchaser at a price per common share of $0.10 and $100,000 in cash to be paid in three stages as follows (the “Payment Period”):

(a)

On the signing of this Agreement the Purchaser will pay a non-refundable deposit to the Vendor in the amount of $5,000 by way of wire transfer to Xx Xxxxxxxx Xxxxx LLP “in trust”;

(b)

Stage 1 will include Block 1 which has 22 claims and will be purchased for 700,000 of post split common shares of the Purchaser and $35,000 in cash to be paid on or before September 30, 2011;

(c)

Stage 2 will be purchased 45 days later from Stage 1 and will include Block 2 which has 22 claims and will be purchased by issuing 700,000 of post split common shares of the Purchaser and $35,000 in cash; and(d) Stage 3 will be purchased 45 days after Stage 2 and will include Block 3 which has 20 claims and will be purchased by issuing 600,000 of post split common shares of the Purchaser and $25,000 in cash.

3.3

If the Purchaser verifies that he has initiated and completed his due diligence on the Property and is satisfied that there are presently no material defect in the Vendor’s title to the Property. If the Purchaser identifies subsequently any material defects he shall give the Vendor notice of such defect. If the defect has not been cured within 60 days of receipt of such notice, the Purchaser shall be entitled to take such curative action as is reasonably necessary, and shall be entitled to deduct the costs and expenses incurred in taking such action from Payments then otherwise due or accruing due to the Vendor. If there are no such Payments, the Purchaser shall be entitled to a refund in the amount of said costs and expenses.

PROPERTY TO BE HELD IN TRUST

4.1

The parties acknowledge that the Purchaser, being a Nevada corporation cannot, under Quebec laws, hold registered title to the Claims directly. The Purchaser will incorporate a new Canadian Federally registered company (the “Subsidiary”), a wholly owned Subsidiary of the Purchaser, which is solely formed to hold registered ownership of the Property in trust for the Purchaser if legally allowed under the laws of Quebec and on the terms and conditions set forth therein.

PROPERTY EXPLORATION AND MAINTENANCE

5.1

The Purchaser shall be the operator in connection with the Property.

5.2

The Purchaser agrees that when acting as operator it will submit reports of its exploration activities on the Property to the appropriate government or regulatory authorities as may be required to maintain the Property in good standing and will further provide copies of such information to the Vendor.

RIGHT OF ENTRY

6.1

The Purchaser and its employees, agents, directors, officers and independent contractors will have the exclusive right in respect of the Property to:

(a)

enter the Property without disturbance;

(b)

do such prospecting, exploration, development and/or other mining work on and under the Property to carry out exploration expenditures as the Purchaser may determine necessary or desirable;

(c)

bring and erect upon the Property such buildings, plant, machinery and equipment as the Purchaser may deem necessary or desirable in its sole discretion; and

(d)

remove from the Property all metals and minerals derived from its operations on the Property as may be deemed necessary by the Purchaser for testing.

RECORDING OF AGREEMENT

7.1

The Vendor and the Purchaser will execute and deliver such additional documentation as legal counsel for the Vendor and the Purchaser determine is necessary in order to duly register and record in the appropriate registration and recording offices notice that the Vendor’s interest in and to the Property is subject to and bound by the terms of this Agreement at the cost of the Vendor.

CONDITIONS PRECEDENT

8.1

The obligation of the Purchaser to consummate the transactions contemplated under this Agreement is subject to the Purchaser being satisfied with the title to the Property held by the Vendor which is for the Purchaser’s sole benefit and may be waived in writing by the Purchaser.

JOINT OBLIGATIONS

9.1

Unless this Agreement is terminated in accordance with paragraph , the Purchaser, SL and GG covenant and agree with each other that they will co-operate in good faith to:

(a)

SL and GG will maintain the Property in good standing by doing and filing all assessment work or making payments in lieu thereof and by performing all other acts which may be necessary in order to keep the Property in good standing and free and clear of all liens and other charges arising from or out of the Purchaser's activities on the Property until the Property is fully purchased by the Purchaser;

(b)

The Vendors confirm that any claims listed in Schedule A and which expire prior to October 28, 2011 and those that expire prior to November 12, 2011, will be renewed before the due dates and any and all costs related to these renewals will be paid by the Vendors. The renewal fees will have no effect to Purchaser’s payments outlined in paragraph 3.2 (b), 3.2 (c), and 3.2 (d)

(c)

The Purchaser will do all work on the Property in accordance with sound mining, exploration and engineering practices and in compliance with all applicable laws, bylaws, regulations, orders, and lawful requirements of any governmental or regulatory authority and comply with all laws governing the possession of the Property, including, without limitation, those governing safety, pollution and environmental matters; and,

(d)

maintain true and correct books, accounts and records of operations thereunder, such records to be open at all reasonable times upon reasonable notice for inspection by the other party or its duly authorized representative.

10.

RIGHTS AND OBLIGATIONS AFTER TERMINATION

10.1

If this Agreement terminates pursuant to the provisions of paragraph , then the Purchaser will deliver a deed of quit claim or other appropriate instrument to the Vendor in recordable form whereby the Purchaser will acknowledge and agree that it has no interest either legal or equitable in and to the Property.

11.

FORCE MAJEURE

11.1

If either party is at any time during the Payment Period is prevented or delayed in complying with any of the provisions of this Agreement (the "Affected Party") by reason of strikes, lockouts, land claims and blockages, NGO activities, forest or highway closures, earthquakes, subsidence, general collapse or landslides, interference or the inability to secure on reasonable terms any private or public permits or authorizations, labour, power or fuel shortages, fires, wars, acts of God, civil disturbances, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the reasonable control of the Affected Party whether or not foreseeable (provided that lack of sufficient funds to carry out exploration on the Property will be deemed not to be beyond the reasonable control of the Affected Party), then the time limited for the performance by the Affected Party of its obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay. Nothing in this paragraph or this Agreement will relieve either Party from its obligation to maintain the claims comprising the Property in good standing and to comply with all applicable laws and regulations including, without limitation, those governing safety, pollution and environmental matters.

11.2

The Affected Party will promptly give notice to the other party of each event of force majeure under paragraph within 7 days of such event commencing and upon cessation of such event will furnish the other party with written notice to that effect together with particulars of the number of days by which the time for performing the obligations of the Affected Party under this Agreement has been extended by virtue of such event of force majeure and all preceding events of force majeure.

12.

CONFIDENTIAL INFORMATION

12.1

The terms of this Agreement and all information obtained in connection with the performance of this Agreement will be the exclusive property of the parties hereto and except as provided in paragraph , will not be disclosed to any third party or the public without the prior written consent of the other party, which consent will not be unreasonably withheld.

12.2

The consent required by paragraph will not apply to a disclosure:

(a)

to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed;

(b)

to any third party to whom the disclosing party contemplates a transfer of all or any part of its interest in this Agreement;

(c)

to a governmental agency or to the public which such party believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange;

(d)

to an investment dealer, broker, bank or similar financial institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement; or

(e)

in a prospectus or other offering document pursuant to which such party proposes to raise financing to meet, in part, its obligations under this Agreement.

13.

DEFAULT AND TERMINATION

13.1

Subject to section , if at any time during the Payment Period, a party is in default of any requirement of this Agreement or is in breach of any provision contained in this Agreement, the party affected by the default (the "Non-Defaulting Party") may terminate this Agreement by giving written notice of termination to the other party but only if:

(a)

it will have given to the other party written notice of the particular failure, default, or breach on the part of the other party; and

(b)

the other party has not, within 30 days following delivery of such written notice of default, cured such default or commenced to cure such default, it being agreed by each party that should it so commence to cure any default it will prosecute such cure to completion without undue delay.

13.2

Notwithstanding any termination of this Agreement, the Purchaser will remain liable for those obligations specified in Sections , and and the Vendor will remain liable for its obligations under Sections and .

14.

INDEPENDENT ACTIVITIES

14.1

Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to:

(a)

any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and

(b)

the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

15.

INDEMNITY

15.1

SL and GG jointly covenant and agree with the Purchaser (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Purchaser against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by the Purchaser, directly or indirectly, by reason of or arising out of any warranties or representations on the part of the Vendor herein being untrue or arising out of work done by the Vendor on or with respect to the Property.

15.2

The Purchaser covenants and agrees with the Vendor (which covenant and agreement will survive the execution, delivery and termination of this Agreement) to indemnify and save harmless the Vendor against all liabilities, claims, demands, actions, causes of action, damages, losses, costs, expenses or legal fees suffered or incurred by reason of or arising out of any warranties or representations on the part of the Purchaser herein being untrue or arising out of the Purchaser and its duly authorized representatives accessing the Property.

16.

GOVERNING LAW

16.1

This Agreement will be construed and in all respects governed by the laws of the Province of British Columbia.

17.

NOTICES

17.1

All notices, payments and other required communications and deliveries to the parties hereto will be in writing, and will be addressed to the parties as follows or at such other address as the parties may specify from time to time:

(a)

to the Purchaser:

TORON INC. 0000 xx Xx Xxxxxxxxxxx Xxxxxx West, 29th Floor, Montreal, QC, H3B 4W5

( “Purchaser”)

and:

(b)

to the Vendor:

XXXXXXXX XXXXXXX

000 Xxxxxx Xxxxxx, Xxxxx-Xxxxxxxx, XX ,X0X 0X0

( “SL”)

and:

(c)

to the Vendor:

XXXXX XXXXXXXXX

Perumahan Taman Permata Millenium, Jalan Permata Bunda, Sektor 1, Blok X0/00, Xxxxx, Xxxxxx, Xxxxxxxxx, 00000.

(“GG”)

Notices must be delivered, sent by telex, telegram, telecopier or mailed by pre-paid post and addressed to the party to which notice is to be given. If notice is sent by telex, telegram or telecopier or is delivered, it will be deemed to have been given and received at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received five business days following the date of the mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by telex, telegram or telecopier or will be delivered.

17.2

Either party hereto at any time or from time to time notify the other party in writing of a change of address and the new address to which a notice will be given thereafter until further change.

18.

NET SMELTER ROYALTY

18.1

Purchaser agrees that should the Company ever go into production it will pay an NSR of 2% to Vendor, of which, 1% may be purchased back by the Purchaser by paying to the Vendor an amount of no less than $500,000. Definitions of Net Smelter Returns are outlined in Schedule “B” of this Agreement.

19.

ASSIGNMENT

19.1

Each party has the right to assign all or any part of its interest in the Property and this Agreement. It shall be a condition to any such assignment that the assignee of the interest being transferred agrees in writing to be bound by the terms of this Agreement, as if it had been an original party hereto.

20.

ARBITRATION

20.1

If there is any disagreement, dispute or controversy (hereinafter collectively called a "dispute") between the parties with respect to any matter arising under this Agreement or the construction hereof, then the dispute shall be determined by arbitration in accordance with the following procedures:

(a)

the parties to the dispute shall appoint a single mutually acceptable arbitrator. If the parties cannot agree upon a single arbitrator, then the party on one side of the dispute shall name an arbitrator, and give notice thereof to the party on the other side of the dispute;

(b)

the party on the other side of the dispute shall within 14 days of the receipt of notice, name an arbitrator; and

(c)

the two arbitrators so named shall, within seven days of the naming of the later of them, name a third arbitrator. If the party on either side of the dispute fails to name its arbitrator within the allotted time, then the arbitrator named may make a determination of the dispute. Except as expressly provided in this paragraph, the arbitration shall be in accordance with the Commercial Arbitration Act (British Columbia) and conducted in Vancouver BC. The decision shall be made within 30 days following the naming of the latest of them, shall be based exclusively on the advancement of exploration, development and production work on the Property and not on the financial circumstances of the parties, and shall be conclusive and binding upon the parties. The costs of arbitration shall be borne equally by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award.

21.

ENTIRE AGREEMENT

21.1

This Agreement constitutes the entire agreement between the Vendor and the Purchaser and will supersede and replace any other agreement or arrangement, whether oral or in writing, previously existing between the parties with respect to the subject matter of this Agreement.

22.

CONSENT OR WAIVER

22.1

No consent or waiver, express or implied, by either party hereto in respect of any breach or default by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be consent to or waiver or any other breach or default.

23.

FURTHER ASSURANCES

23.1

The parties will promptly execute, or cause to be executed, all bills of sale, transfers, documents, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent and purpose of this Agreement or to record wherever appropriate the respective interests from time to time of the parties hereto in and to the Property.

24.

SEVERABILITY

24.1

If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement.

25.

ENUREMENT

25.1

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

26.

AMENDMENTS

26.1

This Agreement may only be amended in writing with the mutual consent of all parties.

27.

COUNTERPARTS

27.1

This Agreement may be executed in any number of counterparts and by facsimile transmission with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and constitute one and the same agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the 23rd day of August, 2011.


TORON INC.	XXXXXXXX XXXXXXX

Per: /s/Xxxxxxx Xxxxxxxxx	Per: /s/Xxxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx	Authorized Signatory

XXXXX XXXXXXXXX

Per: /s/Xxxxx Xxxxxxxxx
Authorized Signatory