PROPERTY OPTION AGREEMENT
THIS
AGREEMENT made and entered into as of the 30th day of June, 2004.
BETWEEN:
MinQuest Inc., a company
having a mailing address at 0000 Xxxxxxx Xxx, Xxxx,Xxxxxx 00000, X.X.X
;
(herein
called the “Optionor “)
OF THE
FIRST PART
AND:
American Goldfields Inc., a
company having an office at
#200 –
0000 Xxxxx Xxxxx Xx, Xxxxxxx, X.X. Xxxxxx, X0X 0X0;
(herein
called the “Optionee “)
OF THE
SECOND PART
WHEREAS
the Optionor has represented that it is the sole recorded and beneficial owner
in and to the Imperial Property (the “Property”) described in Schedule “A”
attached hereto;
AND
WHEREAS the Optionor, subject to the Net Smelter Royalty reserved to the
Optionor, now wishes to grant to the Optionee the exclusive right and option to
acquire an undivided 100% right, title and interest in and to the Property on
the terms and conditions hereinafter set forth;
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises, the
mutual covenants herein set forth and the sum of One Dollar ($1.00) of lawful
money of U.S. currency now paid by the Optionee to the Optionor (the receipt
whereof is hereby acknowledged), the Parties hereto do hereby mutually covenant
and agree as follows:
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1.
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Definitions
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The
following words, phrases and expressions shall have the following
meanings:
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(a)
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“After
Acquired Properties” means any and all mineral interests staked, located,
granted or acquired by or on behalf of either of the parties hereto during
the currency of this Agreement which are located, in whole or in part,
within one mile of the perimeter of the
Property;
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(b)
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“Work
Commitment” includes all direct or indirect expenses [net of government
incentives and net of payments to the Optionor pursuant to paragraph 4
hereof] of or incidental to Mining Operations. The certificate
of the Controller or other financial officer of the Optionor, together
with a statement of expenditures in reasonable detail shall be prima facie
evidence of such expenditures. In the event the commitment is
not met on any year, the balance will be due in cash and or free trading
stock paid to the Optionor. Any and all excess amounts expended
in one year may offset commitments to future
commitments;
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(c)
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“Facilities”
means all mines and plants, including without limitation, all pits,
shafts, adits, haulageways, raises and other underground workings, and all
buildings, plants, facilities, and other structures, fixtures, and
improvements, and all other property, whether fixed or moveable, as the
same may exist at any time in, or on the Property and relating to the
operator of the Property as a mine or outside the Property if for the
exclusive benefit of the Property
only.
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(d)
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“Force
Majeure” means an event beyond the reasonable control of the Optionee that
prevents or delays it from conducting the activities contemplated by this
Agreement other than the making of payments referred to in Section 0 herein. Such events
shall include but not be limited to acts of God, war, insurrection, and
inclement weather conditions. Any action or inaction of
governmental agencies, inability to obtain any environmental, operating or
other permits or approvals, authorizations or consents within 18 months of
application assuming continual persistance by the Optionee shall also
constitute grounds for Force
Majeure;
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(e)
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“Mineral
Products” means the commercial end products derived from operating the
Property as a mine;
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(f)
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“Mining
Operations” includes:
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(i)
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every
kind of work done on or with respect to the Property by or under the
direction of the Optionee during the Option Period or pursuant to an
approved Work Program except expansion of the property boundaries;
and
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(ii)
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without
limiting the generality of the foregoing, includes all work capable of
receiving assessment credits pursuant to The Mines and Minerals
Act of Nevada and the work of assessment, geophysical, geochemical
and geological surveys, studies and mapping, investigating, drilling,
designing, examining equipping, improving, surveying, shaft sinking,
raising, cross-cutting and drifting, searching for, digging, trucking,
sampling, working and procuring minerals, ores and metals, in surveying
and bringing any mineral claims to lease or patent, in doing all other
work usually considered to be prospecting, exploration, development, a
feasibility study, mining work, milling, concentration, bonification or
ores and concentrates, as well as the separation and extraction of mineral
products;
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(g)
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“Net
Smelter Royalty” means that Net Smelter Royalty as defined in Schedule “B”
attached hereto (“NSR”);
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(h)
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“Option”
means the option granted by the Optionor to the Optionee to acquire,
subject to the NSR reserved to the Optionor, an undivided 100% right,
title and interest in and to the Property as more particularly set forth
in Section 4.
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(i)
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“Option
Period” means the period from the date hereof to the date at which the
Optionee has performed its obligations to acquire its 100% interest in the
Property as set out in Section 0
hereof, which ever shall be the lesser
period;
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(j)
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“Property”
means the mineral claims described in Schedule
“A”;
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(k)
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“Work
Program” means, a program of work reasonably acceptable to both parties in
respect of a particular Property, contained in a written document setting
out in reasonable detail:
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(i)
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an
outline of the Mining Operations proposed to be undertaken and conducted
on the Property, specifically stating the period of time during which the
work contemplated by the proposed program is to be done and
performed;
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(ii)
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the
estimated cost of such Mining Operations including a proposed budget
providing for estimated monthly cash requirements in advance and giving
reasonable details;
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(iii)
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the
total estimated cash costs shall be put in escrow each month to cover
expenses of Optionor, including but not restricted to cost of initial
expansion of claim position by location and filing at an estimated cost of
US$5,000 per year: and
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(iv)
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the
identity and credentials of the person or persons undertaking the Mining
Operations so proposed if not the
Optionor.
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reasonably
acceptable to both parties hereto.
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2.
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Headings
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Any
heading, caption or index hereto shall not be used in any way in
construing or interpreting any provision
hereof.
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3.
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Singular,
Plural
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Whenever
the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or
corporate or vice versa, as the context so
requires.
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4.
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Option
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The
Optionor hereby grants to the Optionee the sole exclusive right and option
(the “Option”) to earn a 100% interest in the Property exercisable as
follows:
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(a)
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the
Optionee paying the sum of $60,000 US to the Optionor by way of cash upon
signing.
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(b)
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on
or before July 1, 2005:
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(i)
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the
Optionee makes a work commitment of $75,000 on the
Property;
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(ii)
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and
the Optionee paying $20,000 to the
Optionor;
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(c)
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on
or before July 1, 2006:
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(i)
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the
Optionee makes a work commitment of $100,000 on the Property in addition
to the expenditure referred to in clauses (b)(i)
hereof;
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(ii)
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and
the Optionee paying $20,000 to the
Optionor;
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(d)
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on
or before July 1, 2007:
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(i)
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the
Optionee makes a work commitment of $100,000 on the Property in addition
to the expenditure referred to in clauses (b)(i) and (c)(i)
hereof;
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(ii)
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and
the Optionee paying $20,000 to the
Optionor;
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(e)
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on
or before July 1, 2008
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(i)
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the
Optionee makes a work commitment of $100,000 on the Property in
addition to the expenditures referred to in clauses (b)(i),
(c)(i) and (d)(i)
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(ii)
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and
the Optionee paying $20,000 to the
Optionor;
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(f) on
or before July 1 ,2009
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(i)
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the
Optionee makes a work commitment of $125,000 on the Property in
addition to the expenditures referred to in clauses
(b)(i),(c)(i),(d)(i) and (e)(i).
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following
which the Optionee shall be deemed to have exercised the Option (the “Exercise
Date”) and shall be entitled to an undivided 100% right, title and interest in
and to the Property with the full right and authority to equip the Property for
production and operate the Property as a mine subject to the rights of the
Optionor to receive the NSR.
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5.
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Transfer of
Title
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Upon
completion of all work commitments and property payments by Optionee the
Optionor will deliver or cause to be delivered to the Optionee’s
solicitors a duly executed transfer of Property in favour of the Optionee
(the “Optionee Transfer”) to be held in trust by said solicitors subject
to the terms and conditions of this Agreement. The Optionee
shall be entitled to record the Optionee Transfer with the appropriate
government offices to effect transfer of legal title of the Property into
its own name upon the full and complete exercise of the Option by the
Optionee. In the event the Optionee Transfer is recorded the Optionor
shall be entitled to record notice of its NSR
interest.
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6.
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Mining Operations
during Option
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During
the Option Period, the Optionor shall conduct the Mining Operations on the
Property for and on behalf of the Optionee and shall invoice the Optionee
in respect of the expenses of such Mining Operations from time to time and
the prompt payment of such invoices when due shall constitute Expenditures
by the Optionee as contemplated under Section 0
hereof.
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7.
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Assignment
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During
the Option Term, no party shall sell, transfer, assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or
interest in the Property without the consent of the other parties, such
consent to be not unreasonably withheld, provided that any party shall be
permitted to assign this Agreement to an “affiliate”, as that term is
defined in The
Company Act
(Nevada). It will be a condition of any assignment under this
Agreement that such assignee shall agree in writing to be bound by the
terms of this Agreement applicable to the assignor. In the
event Optionee completes all obligations to acquire a 100% interest in the
Property the Optionor will have the right to transfer, assign an or sell
the NSR on the open market.
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8.
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Termination
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This
Agreement shall forthwith terminate in circumstances
where:
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(a)
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the
Optionee fails to make the payments for or carry out the expenditures
required in Section 0 of this
Agreement on or before the dates set out herein provided that, in
circumstances where the Optionee is prevented from carrying out any of the
expenditures contemplated in Section 0 prior to the dates set out therein
due to Force Majeure, then the Optionee shall forthwith give the Optionor
written notice of the commencement and termination of the said Force
Majeure and thereafter such dates shall be deemed to have been extended by
the period of time during which the Force Majeure remains in effect;
or
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(b)
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the
Optionee gives notice of termination to the Optionor which it shall be at
liberty to do at any time after the execution of this Agreement. If and
when the Optionee elects to terminate this agreement, at such time the
property will be returned to the Optionor with at least 1 year assessment
requirement credit.
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9.
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Representations,
Warranties and Covenants of the
Optionor
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The
Optionor represents, warrants and covenants to and with the Optionee as
follows:
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(a)
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the
Optionor is a company duly organized validly existing and in good standing
under the laws of Nevada;
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(b)
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the
Optionor has full power and authority to carry on its business and to
enter into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
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(c)
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neither
the execution and delivery of this Agreement, nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with, result in the breach of or
accelerate the performance required by, any agreement to which it is a
party;
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(d)
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the
execution and delivery of this Agreement and the agreements contemplated
hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating
documents;
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(e)
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the
Agreement constitutes a legal, valid and binding obligation of the
Optionor;
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(f)
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the
Property is accurately described in Schedule “A”, is in good standing
under the laws of the jurisdiction in which it is located and is free and
clear of all liens, charges and
encumbrances;
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(g)
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the
Optionor is the sole recorded and beneficial owner of the Property and has
the exclusive right to enter into this Agreement and all necessary
authority to transfer its interest in the Property in accordance with the
terms of this Agreement;
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(h)
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no
person, firm or corporation has any proprietary or possessory interest in
the Property other than the Optionor, and no person, firm or corporation
is entitled to any royalty or other payment in the nature of rent or
royalty on any minerals, ores, metals or concentrates or any other such
products removed from the Property other than the government of the state
of Nevada pursuant to statute;
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(i)
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upon
request by the Optionee, the Optionor shall deliver or cause to be
delivered to the Optionee copies of all available maps and other documents
and data in its possession respecting the Property;
and
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(j)
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subject
to performance by the Optionee of its obligations under Section 4, during
the Option Period, the Optionor will keep the Property in good standing,
free and clear of all liens, charges and encumbrances, will carry out all
Mining Operations on the Property in a miner-like fashion, will obtain all
necessary licenses and permits as shall be necessary and will, file all
applicable work up to the legal limits as assessment work under The Mines and Minerals Act
(Nevada).
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10.
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Representations,
Warranties and Covenants of the
Optionee
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The
Optionee represents, warrants and covenants to and with the Optionor
that:
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(a)
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the
Optionee is a company duly organized validly existing and in good standing
under the laws of Nevada;
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(b)
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the
Optionee has full power and authority to carry on its business and to
enter into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
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(c)
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neither
the execution and delivery of this Agreement, nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with, result in the breach of or
accelerate the performance required by, any agreement to which it is a
party;
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(d)
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the
execution and delivery of this Agreement and the agreements contemplated
hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating
documents;
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(e)
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this
Agreement constitutes a legal, valid and binding obligation of the
Optionee; and
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11.
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Indemnity and Survival
of Representations
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The
representations and warranties hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement and shall
survive the acquisition of any interest in the Property by the Optionee
and each of the parties will indemnify and save the other harmless from
all loss, damage, costs, actions and suits arising out of or in connection
with any breach of any representation, warranty, covenant, agreement or
condition made by them and contained in this
Agreement.
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The
Optionor agrees to indemnify and save harmless the Optionee from any
liability to which it may be subject arising from any Mining Operations
carried out by the Optionor or at is direction on the
Property. The Optionee agrees to indemnify and save harmless
the Optionor from any liability to which it may be subject arising from
any Mining Operations carried out by the Optionee or at its direction on
the Property.
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12.
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Confidentiality
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The
parties hereto agree to hold in confidence all information obtained in
confidence in respect of the Property or otherwise in connection with this
Agreement other than in circumstances where a party has an obligation to
disclose such information in accordance with applicable securities
legislation, in which case such disclosure shall only be made after
consultation with the other party.
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13.
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Notice
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All
notices, consents, demands and requests (in this Section 0 called the “Communication”)
required or permitted to be given under this Agreement shall be in writing
and may be delivered personally sent by telegram, by telex or telecopier
or other electronic means or may be forwarded by first class prepaid
registered mail to the parties at their addresses first above
written. Any Communication delivered personally or sent by
telegram, telex or telecopier or other electronic means shall be deemed to
have been given and received on the second business day next following the
date of sending. Any Communication mailed as aforesaid shall be
deemed to have been given and received on the fifth business day following
the date it is posted, addressed to the parties at their addresses first
above written or to such other address or addresses as either party may
from time to time specify by notice to the other; provided, however, that
if there shall be a mail strike, slowdown or other labour dispute which
might affect delivery of the Communication by mail, then the Communication
shall be effective only if actually
delivered.
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14.
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Further
Assurances
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Each
of the parties to this Agreement shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and
documents as shall be reasonably required in order fully to perform and
carry out the terms of this
Agreement.
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15.
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Entire
Agreement
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The
parties hereto acknowledge that they have expressed herein the entire
understanding and obligation of this Agreement and it is expressly
understood and agreed that no implied covenant, condition, term or
reservation, shall be read into this Agreement relating to or concerning
any matter or operation provided for
herein.
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16.
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Proper Law and
Arbitration
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This
Agreement will be governed by and construed in accordance with the laws of
the State of Nevada and the laws of the United States of America
applicable therein. The parties hereto hereby irrevocably
attorn to the jurisdiction of the Courts of Nevada. All disputes arising
out of or in connection with this Agreement, or in respect of any defined
legal relationship associated therewith or derived therefrom, shall be
referred to and finally resolved by a sole arbitrator by arbitration under
the rules of The
Arbitration Act of Nevada.
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17.
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Enurement
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This
Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted
assigns.
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18. After Acquired
Properties
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(i)
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The
parties covenant and agree, each with the other, that any and all After
Acquired Properties shall be subject to the terms and conditions of this
Agreement and shall be added to and deemed, for the purposes hereof, to be
included in the Property. Any costs incurred by the Optionor in
staking, locating, recording or otherwise acquiring any “After Acquired
Properties” will be deemed to Mining Operations for which the Optionor
will be entitled to reimbursements as part of the Expenditures payable by
the Optionee hereunder.
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(ii)
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Any
additional claims staked within a 1 mile radius (1.6 km.) of the property
boundaries by the Optionor shall form part of this agreement. As per
1k(iii), the Optionee will escrow $5,000 US for the costs of staking
additional claims undertaken by the Optionor at the request of the
Optionee.
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19. Default
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Notwithstanding
anything in this Agreement to the contrary if any party (a “Defaulting
Party”) is in default of any requirement (other than as set forth in
Section 0) herein set forth the
party affected by such default shall give written notice to the Defaulting
Party specifying the default and the Defaulting Party shall not lose any
rights under this Agreement, unless thirty (30) days after the giving of
notice of default by the affected party the Defaulting Party has failed to
take reasonable steps to cure the default by the appropriate performance
and if the Defaulting Party fails within such period to take reasonable
steps to cure any such default, the affected party shall be entitled to
seek any remedy it may have on account of such default including, without
limiting, termination of this
Agreement.
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20. Payment
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All
references to monies hereunder shall be in U.S. funds. The
Optionee shall escrow projected monthly costs into an account for the
Expenditures. Escrow funds will be used to pay invoices
delivered by the Optionor which for the purposes of this agreement shall
constitute prompt and due payment.
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21. Option
Only
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This
is an option only and except as herein specifically provided otherwise,
nothing herein contained shall be construed as obligating the Optionee to
do any acts or make any payments hereunder, and any act or acts or payment
or payments as shall be made hereunder shall not be construed as
obligating the Optionee to do any further act or make any further payment
or payments.
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22. Revisionary
Rights
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Optionor
retains reversionary rights to all property within the boundary of the
Area of Interest as long as Optionee, its subsidiaries or assigns holds
title. At such time in the future that Optionee, its
subsidiaries or assigns decides any and all property held by Optionee
within the referenced Area of Interest is unnecessary to the pursuit of an
ore deposit, Optionee, its subsidiaries or assigns will offer said
Property to Optionor, its subsidiaries or assigns at least 60 days prior
to any fees, taxes, payments or other assessment being due and
payable. Optionee, its subsidiaries or assigns will make
available any and all data to Optionor to evaluate the potential or lack
thereof of the offered property. Optionor will be obligated to
accept in writing, by fax or verbally within 30 days of
notification. At such time that Optionor accepts any part of a
Property, Optionee, its subsidiaries or assigns will transfer any and all
drill core, pulps, rejects, digital and other data available for the above
referenced property.
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23. Supersedes Previous
Agreements
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This
Agreement supersedes and replaces all previous oral or written agreements,
memoranda, correspondence or other communications between the parties
hereto relating to the subject matter
hereof.
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IN
WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective
as of the 30th day of June, 2004
MinQuest
Inc.
Per:
Authorized Signatory
Per:
Authorized Signatory
SCHEDULE
A
LIST OF IMPERIAL PROPERTY UNPATENTED
CLAIMS, SECTIONS 34-36, T4S, R40E,
MDB&M, XXXXXXXXX
COUNTY, NEVADA
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Claim Name
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BLM Serial Number
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Xxxx
1-10
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838518-838527
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Xxxxx
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833046
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Xxxxx
1-9
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833047-833055
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Imperial
20-21
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833056-833
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SCHEDULE
“B”
“Net
Smelter Return” shall mean the aggregate proceeds received by the Optionee from
time to time from any smelter or other purchaser from the sale of any ores,
concentrates, metals or any other material of commercial value produced by and
from the Property after deducting from such proceeds the following charges only
to the extent that they are not deducted by the smelter or other purchaser in
computing the proceeds:
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(a)
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the
cost of transportation of the ores, concentrates or metals from the
Property to such smelter or other purchaser, including related
insurance;
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(b) smelting
and refining charges including penalties; and
The
Optionee shall reserve and pay to the Optionor a NSR equal to three (3%) percent
of Net Smelter Return.
Payment
of NSR payable to the Optionor hereunder shall be made quarterly within thirty
(30) days after the end of each calendar quarter during which the Optionee
receives Net Smelter Returns. Within thirty (30) days after the end
of each calendar quarter for which the NSR are payable to the Optionor, the
records relating to the calculation of NSR for such year shall be audited by the
Optionee and any adjustments in the payment of NSR to the Optionor shall be made
forthwith after completion of the audit. All payments of NSR to the
Optionor for a calendar year shall be deemed final and in full satisfaction of
all obligations of the Optionee in respect thereof if such payments or the
calculations thereof are not disputed by the Optionor within ninety (90) days
after receipt by the Optionor of the same audited statement. The
Optionee shall maintain accurate records relevant to the determination of NSR
and the Optionor, or its authorized agent, shall be permitted the right to
examine such records at all reasonable times.
