MINING PROPERTY PURCHASE AGREEMENT
THIS MINING PURCHASE AGREEMENT (this "Agreement ) is entered into as of
this 30th day of September, 1996 by and between Kennecott Exploration Company, a
Delaware Company ("KEC") and Xxxxxxx-Xxxx Gold Company, Inc., a Nevada
corporation ("FWG").
RECITALS
KEC owns certain unpatented mining claims in Xxxxxxxxx County, Nevada, more
particularly described on Exhibit A attached hereto and made a part of hereof
(the "Property"), which FWG desires to purchase from KEC, on the terms and
conditions herein.
NOW, THEREFORE, in consideration of the foregoing recital and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to as follows:
1. Documents to be Delivered at Closing. At closing, FWG shall deliver to
KEC a Promissory Note in the amount of US$700,000 substantially in the form of
Exhibit C, as the purchase price for the Property, which Promissory Note is
payable under certain conditions by the issuance of 1,000,000 (one million)
shares of FWG common stock (the "Shares"). Simultaneously, KEC shall deliver to
FWG a Quit-claim Deed, substantially in the form attached hereto as Exhibit B,
conveying all of KEC's rights, titles, and interests in the Property to FWG,
2. Date of Closing. The closing shall occur before October 1, 1996 at 10:00
a.m. at the offices of Xxxxxxx Xxxxx & Xxxxxxx in Salt Lake city, Utah, unless
the parties otherwise agree.
3. Representations and Warranties of the Parties
a. FWG represents and warrants to KEC that the transactions
contemplated herein do not violate the Articles of Incorporation or Bylaws of
FWG , or Nevada State Law, and that it has taken all corporate action necessary
to consummate the transaction contemplated by this Agreement and to perform its
obligations hereunder.
b. Each party represents and warrants to the other party that it is a
duly organized, validly existing corporation in good standing under the laws of
its state of incorporation, that it has the full corporate power and authority
to enter into and perform this Agreement, and that the undersigned are
authorized to enter into and perform this Agreement, and that the undersigned
are authorized to execute this Agreement on behalf of the corporation.
c. Each party represents and warrants to the other party that this
Agreement does not violate or breach the terms of any agreement, instrument, or
arrangement to which it is a party.
d. KEC represents and warrants that the federal claim maintenance fees
for the 1996-1997 assessment year were timely paid for the unpatented mining
claims that comprise the Property, but makes no other representations or
warranties on the Property,
e. Each of the representations and warranties set forth above shall be
true and correct as of the date of the closing with the same force and effect as
though made at that time, and shall survive for a period of one year from the
date of closing.
f. KEC representing and confirms with FWG that it: (1) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Shares; (2) if the
Promissory Note is paid in the form of the Shares, will receive the Shares in
reliance on the exemption from registration contained in Section 4(2) of the
Securities Act of 1933 (the "Securities Act"), for investment and without any
view to the distribution thereof in any manner that is in violation of the
Securities Act; (3) is aware of limits on resale imposed by virtue of the nature
of the transaction pursuant to which the Shares, if issued, will be received;
(4) acknowledges that FWG has made available to it and it has received and
carefully reviewed all materials and information concerning FWG that it deems
material to making an informed investment decision and to evaluate the merits
and risks of an investment in securities of FWG; and (5) acknowledges that the
certificates representing the Shares when and if delivered, may have appropriate
orders restricting transfer placed against them on the records of the transfer
agent for such securities, and may have placed upon them the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933. THEY MAY NOT BE TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE TRANSFER, IN THE
MANNER PROPOSED, DOES NOT VIOLATE THE REGISTRATION REQUIREMENTS
OF SAID ACT.
4. Consents and Approvals. No consent, approval, or authorization of or
declaration, filing or registration with any governmental or regulatory
authority, or any other person or entity is required to be made or obtained by
FWG prior to closing in connection with the execution, delivery and performance
of this Agreement and the consummation of the transaction contemplated by this
Agreement.
5. Responsible for Own Actions. Each party shall be responsible only for
its own acts and omissions with respect to the Property and shall not be
responsible for the acts or omissions of the other party.
6. Registration Rights. With respect to any Shares issued as payment of the
Promissory Note, KEC shall have the right to have such Shares included in any
public registration statement filed by FWG with the United States Securities and
Exchange Commission in which such Shares could be included, for a period of one
year after the date of the delivery of the Shares.
7. Default-Notice and Cure. In the event that either party is in default of
any terms of this Agreement, the non-defaulting party shall give the defaulting
party written notice of the default specifying the details of the default. The
defaulting party shall have 15 days from receipt of such notice to remedy the
default or give written notice to the non-defaulting party setting forth reasons
why it believes it is not in default.
8. Counterpart Signatures. This Agreement may be executed in one or more
counterparts that when taken together shall constitute one document. For
purposes of this Agreement, the delivery of a counterpart signature by facsimile
transmission shall constitute delivery of an original counterpart signature.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah, excluding any conflict of law
provisions that would require the application of the law of any other
jurisdiction.
10. Arbitration. All claims and conflicts arising under this Agreement
shall be subject to and finally resolved by binding arbitration in accordance
with the rules of the American Arbitration Association then pertaining. The
arbitration shall take place in Salt Lake City by one qualified arbitrator
appointed by the Association.
11. Limitation of Actions and Damages. No action arising under this
Agreement shall be valid unless a claim is made within one year after the date
of this Agreement, or, in the case of the registration rights under Section 6,
within one year after the termination of such rights. Neither party shall have
liability for consequential, incidental, or punitive damages, howsoever
characterized, with respect to any cause of action arising under this Agreement.
12. Severability. The provisions of this Agreement are severable, and
should any provision hereof be void, voidable, unenforceable, or invalid, such
provision shall not affect the other provisions of this Agreement.
13. Amendment. This Agreement may not be modified except by an instrument
in writing signed by both parties.
14. No Brokers. The parties represent and warrant to each other that no
broker or finder acted for it or is entitled to any fee or is entitled to any
fee or commission with the transactions contemplated herein.
15. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter contained herein, and all prior
negotiations, agreements or understandings relating to its subject matter are
hereby superseded and are no longer of any force or effect.
This Agreement has been executed to be effective as of the date first above
written,
Kennecott Exploration Company, Inc. Xxxxxxx-Xxxx Gold Company, Inc.
By Xxxxxxx Xxxxxx By Xxxxxx Xxxxxxx
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Its Commercial Director Its President
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