PROPERTY PURCHASE AGREEMENT made as of September 23, 2011.
BETWEEN: AmeriLithium Corp. a corporation duly incorporated under
the laws of Nevada, having a place of business at 000
Xxxxxxxx Xxxxxx Xx., Xxx. 000, Xxxxxxxxx, XX 00000,XXX
represented for the purposes hereof by Xxxxxxx Xxxxxxx,
duly authorized as he so declares;
(hereinafter referred to as "AmeriLithium" or "Buyer")
AND: Xxxxxx Xxxxx & Xxxxxxx Xxxx Xxxxx collectively being the
"Seller",having a place of business at 000 Xxxxxxxx Xxx,
Xxxxxxxx, XX 00000, represented for the purposes hereof
by Xxxxxx Xxxxx, duly authorized as he so declares;
(hereinafter referred to as the "Seller")
(collectively, the "Parties" and each of them, a
"Party")
RECITALS:
WHEREAS the Seller owns a 100% interest (the "Interest") in 65 mining
claims covering approximately 2450 acres located in the State of
Nevada, known as the Property (the "Property") (the list of mining
claims comprising the Property is attached hereto as Schedule A);
WHEREAS the Buyer desires to purchase the Property;
WHEREAS the Parties have agreed to complete the following transaction
relating to the Property on the terms and subject to the conditions set
forth in this Agreement (collectively, the "Transaction")
THEREFORE, the Parties agree as follows:
ARTICLE 1 - INTERPRETATION
1.1 Definitions
Whenever used in this Agreement, the following words and terms shall
have the meanings set out below:
"Agreement" means this Property Acquisition Agreement and all
instruments supplementing or amending or confirming this Agreement and
references to "Article" or "Section" mean and refer to the specified
Article or Section of this Agreement;
"Business Day" means a day, other than a Saturday or Sunday, on which
the principal commercial banks are open for business during normal
banking hours;
"Closing Date" shall have the meaning ascribed thereto in Section 2.2;
"Common Shares" means common shares in the capital of AmeriLithium as
presently constituted;
"Exchange" means the applicable Exchange jurisdiction for each Party
under which each Party is a reporting issuer whose shares are listed
for trading.
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"Governmental Body" means any government, legislature, or any
regulatory authority, agency, commission or board of any government or
legislature, or any court or (without limitation to the foregoing) any
other law, regulation or rule-making entity (including any central
bank, fiscal or monetary authority or authority regulating banks),
having or purporting to have jurisdiction in the relevant
circumstances, or any Person acting or purporting to act under the
authority of any of the foregoing (including any arbitrator);
"Interest" shall have the meaning ascribed thereto in the Recitals;
"Mining Act" means the Mining Act for the jurisdiction of the Property
and the regulations adopted thereunder;
"NSR" or "Net Smelter Return" is the royalty calculated on the gross
revenue less the freight to point of sale of the mineral; paid
quartley within 30 days of the end of the quarter;
"Notice" shall have the meaning ascribed thereto in Section 6.1;
"Parties" and "Party" shall have the meanings ascribed thereto in the
preamble;
"Person" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with or
without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative or
Governmental Body;
"Property" shall have the meaning ascribed thereto in the Recitals;
"Time of Closing" shall have the meaning ascribed thereto in Section
2.2;
"Transactions" shall have the meaning ascribed thereto in the Recitals;
and
1.2 Certain Rules of Interpretation
In this Agreement:
(a) Time - time is of the essence in the performance of the
Parties' respective obligations;
(b) Headings - descriptive headings of Articles and Sections are
inserted solely for convenience of reference only and are not
intended as complete or accurate descriptions of the content
of such Articles or Sections;
(c) Singular, etc. - use of words in the singular or plural, or
with a particular gender, shall not limit the scope or exclude
the application of any provision of this Agreement to such
person or persons or circumstances as the context otherwise
permits;
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(d) Business Day - whenever payment is to be made or action to be
taken under this Agreement is required to be made or taken on
a day other than a Business Day, such payment shall be made or
action taken no later then the next Business Day following
such day;
(e) Inclusion - where the words "including" or "includes" appear
in this Agreement, they mean "including (or includes) without
limitation";
(f) Reference to law - Any reference to a law is a reference to
such law as in force from time to time, including (i)
modifications thereto, (ii) any regulation, decree, order or
ordinance enacted thereunder and (iii) any law that may be
passed which has the effect of supplementing, re-enacting or
superseding the law to which it is referred; and
(g) Reference to numbering - Any reference to a numbered or
lettered section in this Agreement is a reference to the
section bearing that number or letter in this Agreement and a
reference to "this" section means the section in which such
reference appears.
1.3 Severability
If any provision of this Agreement is determined to be void or
unenforceable, in whole or in part, it shall be deemed not to affect or
impair the validity of any other provision of this Agreement.
1.4 Entire Agreement
Upon the Parties' execution of this Agreement, this Agreement shall
constitute the entire agreement between the Parties pertaining to the
subject matter of this Agreement and shall supersede all prior
agreements, understandings, negotiations and discussions, whether oral
or written, of the Parties, including, without limitation, the LOI.
There are no warranties, representations or other agreements between
the Parties in connection with the subject matter of this Agreement
except as specifically set forth in this Agreement. No supplement,
modification, waiver or termination of this Agreement shall be binding
unless executed in writing by the Party to be bound thereby.
1.5 Applicable Law
This Agreement shall be governed in all respects by the laws in force
in the State of Nevada, inter alia having regards to its formation,
existence, validity, effect, interpretation, execution, violation and
termination.
ARTICLE 2 - PROPERTY INTEREST
2.1 Purchase and Sale
Subject to Section 2.3, the Parties agree to complete the Transactions
as follows:
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(a) The Seller shall assign, transfer and sell to AmeriLithium, all of
its rights, titles and interests in and to the Property except as
stated in 2.1 (b) (ii) below effective as of Closing;
(b) In consideration of the purchase, AmeriLithium agrees to:
(i) Issue on closing a total of 400,000 Common Shares to the Seller
made out as follows:
200,000 common shares to Xxxxxx Xxxxx
200,000 common shares to Xxxxxxx Xxxx Xxxxx
(ii) Grant a 2% Net Smelter Royalty (NSR) to the Seller whereby 1% of
the NSR is subject to buyback at any time by AmeriLithium for
$500,000
2.2 Closing Date
Closing of the Transactions will be completed at the offices of the
Seller, 000 Xxxxxxxx Xxx, Xxxxxxxx, XX 00000; on or before September
23, 2011 at 2 pm. (Nevada time) (the "Time of Closing") or at such
other place or time as may be mutually agreed upon by the Parties (the
"Closing Date"). As of Closing:
(a) The Seller shall have received:
(i) share certificates representing 400,000 Common Shares dated no
later than the closing date.
(b) The Buyer shall receive:
(ii) a duly executed deed evidencing the transfer of a 100%
interest in the Property from the Seller in favor of
AmeriLithium, in the form prescribed by the Laws of Nevada
less royalty per 2.1 (b) (ii), together with any other
documents necessary or useful for such transfer. AmeriLithium
shall be responsible to pay any statutory or administrative
fee or duty in relation to such transfer of mining rights and
to the registration thereof.
2.3 Conditions of Sale
(a) The Parties hereby acknowledge and agree that the completion of
the Transactions is conditional upon AmeriLithium obtaining any
necessary approvals of the Exchange and providing copies of any
correspondence with the Exchange in respect thereto to the Seller.
(b) It is also conditional upon AmeriLithium being satisfied with its
title due diligence of the Property. Should AmeriLithium not advise the
Seller of a material defect in title by October 5, 2011, AmeriLithium
shall be deemed to have waived all rights to its title due diligence.
Upon the completion, or deemed completion, of AmeriLithium's title due
diligence and the obtainment of any necessary approvals of the Exhange,
this Agreement shall be executed.
(c) If this transaction does not close then any money paid to Seller
shall be non-refundable.
2.4 Acknowledgements of the Parties
The Parties hereby acknowledge and agree as follows:
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(a) the Common Shares are subject to a statutory hold period of not
more than six (6) months and one day from the date of issue;
(b) the certificate representing the Common Shares will be endorsed
with a legend setting out resale restrictions under applicable
securities legislation;
(c) The Seller is solely responsible for compliance with applicable
hold periods and resale restrictions; and
(d) effective at the Closing Time, all other agreements between the
Parties relating to the Property (other than as contemplated
herein) shall be terminated.
2.5 Covenants
Subject to the Closing Date occurring, the Seller covenants and agrees
to deliver to:
a) AmeriLithium all data relating to the Property in its control or
possession (whether in paper or digital form), except for any
information which cannot be disclosed pursuant to any statutory or
regulatory requirement or any confidentiality agreement previously
entered into in good faith, as the case may be.
b) to make and do all such further acts and things to execute and
deliver such instruments, agreements and documents prepared by or on
behalf of AmeriLithium as it shall consider necessary to give effect to
the transfer of the Property.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF AMERILITHIUM
AmeriLithium hereby represents, warrants and covenants (which
representations, warranties or covenants shall survive the Closing Date
for a period of two years) as follows:
3.1 Incorporation
AmeriLithium is a valid and subsisting corporation duly incorporated
and in good standing under the laws of the State of Nevada and has all
requisite corporate power and authority to carry on its business as
presently conducted and as presently proposed to be conducted, and to
own, lease and operate all of its assets.
3.2 Capitalization
The authorized capital of AmeriLithium consists of 150,000,000 Common
Shares. When issued in accordance with the terms of this Agreement,
the Common Shares issued hereunder will be duly issued and outstanding
as fully paid and non-assessable shares of AmeriLithium.
6
3.3 No Conflict
The entering into of this Agreement by AmeriLithium and the
consummation of the Transactions contemplated hereby does not and will
not conflict with and does not and will not result in a breach of any
of the terms, conditions or provisions of the constating documents or
by-laws of AmeriLithium or any statute, law or regulation applicable to
AmeriLithium or any agreement or instrument to which AmeriLithium is a
party.
3.4 Due Authorization
This Agreement and the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of
AmeriLithium and constitute valid obligations of AmeriLithium legally
binding upon it and enforceable against it in accordance with its
terms, subject however to the usual limitations with respect to
enforcement imposed by law in connection with bankruptcy or similar
proceedings and the availability of equitable remedies. AmeriLithium
has all corporate power and authority necessary to complete the
Transactions.
3.5 Reporting Issuer Status
AmeriLithium is a reporting issuer within the meaning of the securities
act in its jurisdiction, is current and up-to-date in all material
respects with all filings required to be made pursuant to applicable
securities laws and is not included on the list of defaulting reporting
issuers maintained by the respective securities commissions in such
jurisdictions.
3.6 Public Listing
The issued and outstanding Common Shares of AmeriLithium Corp. are
listed for trading on the OTC-BB.
3.7 No Cease Trade Order
No order ceasing or suspending trading in the Common Shares nor
prohibiting the sale of such securities has been issued by any
securities commission to AmeriLithium or its directors, officers or
promoters which is currently in effect, and to the best of
AmeriLithium's knowledge, no such investigations or proceedings for
such purposes are pending or threatened.
3.8 Compliance with Applicable Laws
AmeriLithium is conducting its business, in all material respects, in
compliance with all applicable laws (including applicable laws
respecting environmental matters).
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents, warrants and covenants (which
representations, warranties or covenants shall survive the Closing Date
for a period of one year) as follows.
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4.1 Authority Incorporation
The Seller has all requisite power and authority to carry on its
business as presently conducted and as presently proposed to be
conducted, and to own, lease and operate all of its assets.
4.2 No Conflict
The entering into of this Agreement by the Seller and the consummation
of the Transactions contemplated hereby does not and will not conflict
with and does not and will not result in a breach of any of the terms,
conditions or provisions of the constating documents or by-laws of the
Seller or any statute, law or regulation applicable to the Seller or
any agreement or instrument to which the Seller is a party.
4.3 Due Authorization
This Agreement and the Transaction contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Seller
and constitute valid obligations of the Seller legally binding upon it
and enforceable against it in accordance with its terms, subject
however to the usual limitations with respect to enforcement imposed by
law in connection with bankruptcy or similar proceedings and the
availability of equitable remedies. The Seller has all corporate power
and authority necessary to complete the Transaction.
4.4 Residency
Xxxxxx Xxxxx, Xxxxxxx Xxxx Xxxxx are US citizens.
4.5 Property Representations
(a) The Seller is the sole beneficial owner of a 100% undivided
interest in the Property, free and clear of all royalties, liens,
charges and encumbrances of any kind.
(b) Except as expressly stated in this agreement, seller does not make
any express or implied representations, statements, warranties, or
conditions of any kind or nature whatsoever concerning the
property, including (without limiting the generality of the
foregoing) any warranties regarding the ownership, condition,
quantity and/or quality of any or all of the property including
minerals contained or discoveries of any minerals made.
(c) The Seller does not have any information or knowledge of any
actions, suits, investigations or proceedings before any court,
arbitrator, administrative agency or other tribunal or
governmental authority, whether current, pending or threatened,
which directly relate to or affect the Property.
ARTICLE 5 - INDEMNIFICATION
5.1 Indemnification
(a) The representations and warranties given in Article 3 and Article
4 constitute conditions on which the Parties have relied in
entering into this Agreement.
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ARTICLE 6 - GENERAL
6.1 Notices
Any notice or other writing required or permitted to be given under
this Agreement or for the purposes of this Agreement (in this Section
referred to as a "Notice") shall be in writing and shall be
sufficiently given if delivered, or if sent by prepaid registered mail
or if transmitted by facsimile or other form of recorded communication
tested prior to transmission to such Party:
(a) in the case of a Notice to the Seller at:
Xxxxxx Xxxxx & Xxxxxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000-0000
Attention: Xx. Xxxxxx Xxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
For courier service (FedEx, UPS or DHL):
000 Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxx 00000
(b) in the case of a Notice to AmeriLithium Corp. at:
AmeriLithium Corp.
000 Xxxxxxxx Xxxxxx Xx.
Xxx. 000
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
(c) or at such other address as the Party to whom such Notice is to be
given shall have last notified the Party giving the same in the
manner provided in this Section 6.1. Any Notice delivered to the
Party to whom it is addressed as provided above shall be deemed to
have been given and received on the day it is so delivered at such
address, provided that if such day is not a Business Day then the
Notice shall be deemed to have been given and received on the next
Business Day. Any Notice sent by prepaid registered mail shall be
deemed to have been given and received on the fifth Business Day
following the date of its mailing. Any Notice transmitted by
facsimile or other form of recorded communication shall be deemed
given and received on the first Business Day after its
transmission.
6.2 Further Assurances
The Parties shall with reasonable diligence, do all such things and
provide all such reasonable assurances as may be required to consummate
the transactions contemplated by this Agreement, and each Party shall
provide such further documents or instruments required by the other
Party as may be reasonably necessary or desirable to effect the purpose
of this Agreement and carry out its provisions.
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6.3 Counterparts and Execution by Facsimile
This Agreement may be executed by the Parties in separate counterparts
each of which when so executed and delivered to the other Party shall
be deemed to be and shall be read as a single agreement among the
Parties. In addition, execution of this Agreement by either of the
Parties may be evidenced by way of a faxed transmission of such Party's
signature (which signature may be by separate counterpart) or a
photocopy of such faxed transmission, and such faxed signature, or
photocopy of such faxed signature, shall be deemed to constitute the
original signature of such Party to this Agreement.
6.4 Expenses
Each of the Parties shall be responsible for their own expenses in
connection with the Transactions.
6.5 Amendment
This Agreement may not be amended or modified except by a written
document executed by each of the Parties.
6.6 Waiver
(a) No failure on the part of any Party to exercise, no delay in
exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement shall operate as a waiver
thereof.
(b) Except as otherwise expressly provided for herein, no waiver of
any provision of this Agreement or consent to any departure by any
Party from any provision of this Agreement shall in any event be
effective unless it is confirmed in writing, and such waiver or
consent shall be effective only in the specific instance, for the
specific purpose and for the specific length of time for which it
is given.
(c) The single or partial exercise of any right, power or privilege
under this Agreement shall not preclude any other or further
exercise thereof.
6.7 Binding Effect
This Agreement shall be binding upon the Parties and their respective
successors and permitted assigns upon signature by both Buyer and
Seller.
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IN WITNESS OF WHICH the Parties have duly executed this Agreement as of
the date first written above.
Xxxxxx Xxxxx & Xxxxxxx Xxxx Xxxxx AmeriLithium Corp.
Per:/s/Xxxxxx Xxxxx Per:/s/Xxxxxxx Xxxxxxx
--------------- ------------------
Xx. Xxxxxx Xxxxx Xx. Xxxxxxx Xxxxxxx, President&CEO
Per:/s/Xxxxxxx Xxxx Xxxxx
---------------------
Xxxxxxx Xxxx Xxxxx
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Schedule A - Xxxxxxx Wash Placer Claims
Recorded Claims/recorded w/ BLM July 5, 2011:
JAC # 27 BLM 1047513 Located April 15, 0000
XXX # 00 0000000 "
XXX # 00 000000 "
JAC # 35 1047516 "
JAC # 36 1047517 "
JAC # 37 1047518 "
JAC # 43 1047519 "
JAC # 44 047520 "
JAC # 45 1047521 "
JAC # 51 1047522 Located April 14, 0000
XXX # 00 0000000 "
JAC # 53 1047524 "
Recorded Claims/recorded w/ BLM July 20, 2011:
JAC # 18 BLM 1048002 Located July 9, 0000
XXX # 00 0000000 "
XXX # 00 0000000 "
JAC # 21 1048005 "
JAC # 22 1048006 "
JAC # 23 1048007 "
JAC # 26 1048008 "
JAC # 30 1048009 "
JAC # 31 1048010 "
JAC # 34 1048011 "
JAC # 38 1048012 "
JAC # 39 1048013 "
JAC # 42 1048014 "
Recorded Claims/recorded w/ BLM July 20, 2011 CONTINUING:
JAC # 46 BLM 1048015 Located July 9, 0000
XXX # 00 0000000 "
XXX # 00 0000000 "
JAC # 54 1048018 "
JAC # 55 1048019 "
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JAC Claims located September 1, 2011:
JAC # 1 NE 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 2 NW 1/4 of SW 1/4 of Sec 13, T4S, R 41E, MDB&M
JAC # 3 NE 1/4 of SW 1/4 of Sec 13, T4S, R41E, MDB&M
JAC # 4 NW 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 5 NE 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, XXX&X
XXX # 0 Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 7 N 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 8 N 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, XXX&X
XXX # 0 XX 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 10 SW 1/4 of SW 1/4 of Sec 13, T4S, R41E, MDB&M
JAC # 11 SE 1/4 of SW 1/4 of Sec 13, T4S, R41E, MDB&M
JAC # 12 SW 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 13 SE 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, XXX&X
XXX # 00 Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 15 S 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 16 S 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 17 NE 1/4 of NE 1/4 of Sec 23, T4S, R41E, MDB&M
JAC # 24 N 1/2 of Xxx 00 xx Xxx 00, X0X, X00X, MDB&M
JAC # 25 SW 1/4 of NE 1/4 of Sec 23, T4S, R41E, MDB&M
JAC # 32 S 1/2 of Xxx 00 xx Xxx 00, X0X, X00X, MDB&M
JAC # 33 NE 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 40 N 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, XXX&X
XXX Xxxxxx located September 1, 2011 CONTINUING:
JAC # 41 SE 1/4 of XX 0/0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 48 S 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 49 NE 1/4 of NE 1/4 of Sec 26, T4S, R41E, MDB&M
JAC # 56 N 1/2 of Xxx 00 xx Xxx 00, X0X, X00X, XXX&X
XXX # 00 Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 63 S 1/2 of Xxx 00 xx Xxx 00, X0X, X00X, MDB&M
JAC # 64 S 1/2 of Xxx 00 xx Xxx 00, X0X, X00X, XXX&X
XXX # 00 Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 71 N 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 72 N 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, XXX&X
XXX # 00 Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 79 S 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
JAC # 80 S 1/2 of Xxx 0 xx Xxx 00, X0X, X00X, MDB&M
