EXHIBIT 10.1
OPTION TO PURCHASE PROPERTY AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is granted, effective as of
November 1, 2007 (the "Date of Grant"), by IBEX MINERALS, INC., a corporation
domiciled in the state of Nevada (the "Company or Optionor"), is executed and
effective as of the Date of Grant, by and between the Optionor and Xxxxx
Xxxxxx, an individual, (the "Optionee").
RECITALS
A. The Board of Directors pursuant to a resolution by the Board of
Directors of the company and Shareholders of the Company pursuant to a
unanimous written consent have duly authorized the execution of this Option
to Purchase Agreement.
B. The Board of Directors, pursuant to the By-Laws of the Company is
empowered to grant an Option for specific consideration, to the Optionee,
relating to the performance of certain services.
C. Optionor is desirous to grant this Option and the Board of Directors
of the Company has passed a resolution authorizing the president of the
company to execute this Option Agreement, pursuant to consideration to be
paid by Optionee or its assign to the Company. The Company, for $1.00 and
other good and valuable consideration has designated the Optionee to receive
this Option pursuant to certain terms and conditions outlined below.
NOW, THEREFORE, THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:
1.
Property Subject to Option and Option Price
The Company hereby grants to the Optionee an Option (The "Option") to
acquire all right, title and interest from the Company, a total of three (3)
Patented Mining Claims located in Xxxxx County, Oregon, more specifically
described in Exhibit A attached hereto. The exercise price will be $20,000
(the "Option Price") for the ninety (90) day term of the option. The Option
shall be subject to all of the terms and conditions contained herein. In the
event this option is assigned to a newly organized company, additional
compensation in the amount of common stock equal to $20,000 at the same price
as the Company's first offering will be issued to the Optionor. Optionor
reserves the right to make a distribution of these shares to its shareholders
of record.
2.
Terms of the Option
The Option shall be subject to the following terms and conditions:
2.1 The Option for the Three (3) patented mining claims shall be able to
be exercised for a period of Ninety (90) days from the date of this
Agreement. Upon execution of this Option, the Optionee will be entitled to
exercise an option to purchase the real property described in Exhibit A at
any time during the term of the Option granted by the Optionor. The Option
Agreement may be exercised by the Optionee, by the delivery of the written
Notice of Intent to Exercise an Option, attached hereto as Exhibit "B", along
with either a cashiers check to the office of the Optionor.
3.
Limitations on Exercisability of the Option
The exercise of the Option hereby granted, shall be subject to all of the
terms and conditions of this Agreement, including, without limitation, the
provisions relating to termination of the option in the event of the demise,
the disability or the provisions relating to adjustments to and/or
cancellation of the Option as specified in this Agreement.
4.
Exercise and Assignment of the Option
The Option shall be exercised by: (a) delivering to the Company a written
notice in the form of the document attached hereto as Exhibit "B"; and (b)
tendering full payment of the Option Price for the property for which
exercise is made (and any payment with respect to withholding requested by
the Company pursuant to Section 13 below. This Option is assignable to a
third party by the Optionee without the consent of the Optionor. In the
event this option is assigned to a third party, the Optionee shall provide a
copy of the assignment to the Optionor within Fifteen (15) business days
after execution of the assignment.
Within Ten (10) business days after the option is exercised and funds are
received by the Optionor and under the assumption the Option is assigned to a
newly formed corporation, Optionor shall provide written instructions to the
Independent stock transfer agent of the new company to transfer shares for
the benefit of the Optionor or the shareholders of the Optionor.
5.
Transferability of the Option
The Option shall be transferable, assigned or exercisable by any person or
entity other than the Optionee, without approval by the Board of Directors of
the Optionor.
6.
Warranties and Representations of the Optionee
By executing this Agreement, the Optionee accepts the Option and
represents and warrants to the Company and covenants and agrees with the
Company as follows:
6.1 The Optionee or any Assignee agrees to abide by all of the terms and
conditions of this Option Agreement.
6.2 The Optionee or any Assignee recognizes, agrees and acknowledges
that no registration statement under the 1933 Act, or under any state
securities laws, has been or will be filed with respect to any shares of
Common Stock acquired by the Optionor upon exercise of this Option by the
Optionee. Any shares of a new company acquired or being transferred pursuant
to the exercise of this Option are restricted in nature, will be issued to
the Optionor pursuant to an exemption available from registration per
Regulation D and can only be sold pursuant to a registration statement or
exemption for sale pursuant to Rule 144.
7.
Indemnification by the Optionee
The Optionee or any Assignee agrees to indemnify the Company, hold it
harmless from and against any financial loss, claim or liability, including
attorney's fees or other legal expenses incurred in the defense thereof,
incurred by the Company, as a result of any breach by the Optionee of, or any
inaccuracy in, any representation, warranty, covenant or other provision
contained in this Option.
8.
Access to Information
The Company agrees, subject to receipt of a written request, to make
available to the Optionee or any Assignee upon written request, any and all
information regarding the three patented claims and provide copies of all
technical reports, geological reports, metallurgical data, smelter and
refining reports and engineering reports in possession of the Company.
9.
Further Assurances
The Optionee or any Assignees agrees from time to time to execute such
additional documents as the Company may reasonably require in order to
effectuate the purposes of the this Agreement.
10.
Binding Effect
This Agreement shall be binding upon the Optionee and his or her heirs,
successors and assigns, including any Qualified Successor in interest of the
Optionee.
11.
Entire Agreement; Modifications
This Option and Agreement constitutes the entire agreement and
understanding between the Company and the Optionee regarding the subject
matter hereof. No waivers, alterations or modifications of the Option or
this Agreement shall be valid unless in writing and duly executed by the
party against whom enforcement of such waiver, alteration or modification is
sought. The failure of any party to enforce any of its rights against the
other party for breach of any of the terms of the Option or this Agreement
shall not be construed a waiver of such rights as to any continued or
subsequent breach.
12.
Governing Law
The laws of the State of Nevada shall govern the Option and
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
IBEX MINERALS, INC.
"OPTIONEE" "OPTIONOR"
By:
Xxxxx Xxxxxx, an Individual Xxxxxx Xxxxxxxx, President
EXHIBIT A
Patented Mining Claims Mineral Survey Number
OK Quartz Load M.S. 000
Xxxxx Xxxxxx Load M.S. 30o
Bayhorse Quartz Load M.S. 133
EXHIBIT B
NOTICE OF INTENT TO EXERCISE OPTION
OPTION AGREEMENT
To: The Board of Directors
Ibex Minerals, Inc.
Reno, Nevada
Please be advised that the undersigned does hereby exercises the option to
purchase three patented mining claims located in Xxxxx county, Oregon,
pursuant to the terms of an Option Agreement (the "Agreement"), dated
November 1, 2007.
I hereby elect to purchase the three patented mining claims for Twenty
Thousand ($20,000) Dollars cash and the issuance of $20,000 of common stock
predicated on the most recent offering price of a newly formed company. We
hereby tender a cashier's check in the amount of ($20,000) dollars or a bank
wire transfer to Ibex Minerals, Inc. for the purchase of the named properties
in Exhibit A, the aggregate option price to purchase the three patented
mining claims for which exercise is hereby made.
Dated this _______ day of ________, 2007.
_______________________________
Xxxxx Xxxxxx
