PURCHASE AGREEMENT
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THIS AGREEMENT dated as of the 2nd day of November, 2001.
BETWEEN:
XXXX XXXXXXXXX, of 420 - 000 Xxxx Xxxxxx, Xxxxxxxxx, XX,
--------------- Xxxxxx, X0X 0X0
(hereinafter called the "Vendor")
AND:
TEXADA VENTURES INC., of 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx 00,
--------------------- Xxx Xxxxx XX 00000
(hereinafter called the "Purchaser")
WHEREAS:
A. The Vendor is the sole recorded and beneficial owner of the mineral
claim described in Schedule "A" hereto (the "Property");
B. The Vendor wishes to sell an undivided 100% interest in and to the
Property to the Purchaser and the Purchaser wishes to acquire such interest
pursuant to the terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants and agreements hereinafter contained, the parties hereto
agree as follows:
VENDOR'S REPRESENTATIONS AND WARRANTIES
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1. The Vendor represents and warrants to the Purchaser that:
(a) He is the sole recorded and beneficial owner of an undivided
l00% interest in and to the Property;
(b) The claim comprising the Property has been, to the best of
the information and belief of the Vendor, properly located and
staked and recorded in compliance with the laws of the
jurisdiction in which it is situate, is accurately described in
Schedule "A" and is a valid and subsisting mineral claim as at the
date of this Agreement;
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(c) The Property is in good standing under all applicable laws
and regulations, all assessment work required to be performed
and filed has been performed and filed, all taxes and other payments
have been paid and all filings have been made;
(d) The Property is free and clear of any encumbrances, liens or charges
and neither the Vendor nor, to the best of the Vendor's
knowledge, any of her predecessors in interest or title, have
done anything whereby the Property may be encumbered; and
(e) He has the right to enter into this Agreement and to deal with
the Property in accordance with the terms of this Agreement, there
are no disputes over the title to the Property, and no other
party has any interest in the Property or the production therefrom
or any right to acquire any such interest.
PURCHASER'S REPRESENTATIONS AND WARRANTIES
---------------------------------------------
2. The Purchaser represents and warrants to the Vendor that:
(a) it has been duly incorporated, amalgamated or continued and
validly exists as a corporation in good standing under the laws of
its jurisdiction of incorporation, amalgamation or continuation;
(b) it has duly obtained all corporate authorizations for the execution
of this Agreement and for the performance of this Agreement
by it, and the consummation of the transactions herein
contemplated will not conflict with or result in any breach of
any covenants or agreements contained in, or constitute a default
under, or result in the creation of any encumbrance under the
provisions of the Articles or the constating documents of the
Purchaser or any shareholders' or directors' resolution, indenture,
agreement or other instrument whatsoever to which the Purchaser is a
party or by which it is bound or to which it or the Property may
be subject; and
(c) no proceedings are pending for, and the Purchaser is unaware of
any basis for the institution of any proceedings leading to,
the dissolution or winding up of the Purchaser or the placing of
the Purchaser in bankruptcy or subject to any other laws
governing the affairs of insolvent corporations.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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3. The representations and warranties in this Agreement shall survive
the closing of this transaction and shall apply to all assignments, conveyances,
transfers and documents delivered in connection with this Agreement and there
shall not be any merger of any representations and warranties in such
assignments, conveyances, transfers or documents notwithstanding any rule of
law, equity or statute to the contrary and all such rules are hereby waived.
The Vendor shall have the right to waive any representation and warranty made by
the Purchaser in the Vendor's favour without prejudice to any of its rights with
respect to any other breach by the Purchaser and the
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Purchaser shall have the same right with respect to any of the Vendor's
representations in the Purchaser's favour.
PURCHASE AND SALE
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4. The Vendor hereby sells and assigns and the Purchaser hereby
purchases an undivided 100% interest in and to the Property for the sum of
$2,500 US.
FURTHER ASSURANCES
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5. Concurrently with the execution of this Agreement the Vendor shall
execute or cause to be executed a Xxxx of Sale or such other documents as the
Purchaser may reasonable require transferring a 100% interest in and to the
Property to the Purchaser or its nominee which the Purchaser shall be at liberty
to record forthwith. The parties shall execute all further documents or
assurances as may be required to carry out the full intent of this Agreement.
NOTICE
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6. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered,
telegraphed or telecopied to such party at the address for such party specified
above. The date of receipt of such notice, demand or other communication shall
be the date of delivery thereof if delivered or telegraphed or, if given by
telecopier, shall be deemed conclusively to be the next business day. Either
party may at any time and from time to time notify the other party in writing of
a change of address and the new address to which notice shall be given to it
thereafter until further change.
PAYMENT
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7. All references to monies hereunder will be in United States funds.
All payments to be made to any party hereunder may be made by cheque mailed or
delivered to such party to its address for notice purposes as provided herein.
ENTIRE AGREEMENT
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8. This Agreement constitutes the entire agreement between the parties
and replaces and supercedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express
or implied, statutory or otherwise, between the parties with respect to the
subject matter herein.
GENDER
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9. Wherever the singular or neuter are used herein the same shall be
deemed to include the plural, feminine or masculine.
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ENUREMENT
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10. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.
SIGNED SEALED & DELIVERED
BY XXXX XXXXXXXXX
in the presence of:
/s/ Xxxxxx X'Xxxxx /s/ Xxxx XxxXxxxxx
---------------------- -------------------
Signature of Witness Xxxx XxxXxxxxx
XXXXXX X'XXXXX
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Name of Witness
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Address of Witness
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TEXADA VENTURES INC.
by its authorized signatory:
/s/ Xxxx Xxxxxxx
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Signature of Authorized Signatory
XXXX XXXXXXX
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Name of Authorized Signatory
President
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Position of Authorized Signatory
SCHEDULE"A"
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THE PROPERTY
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Claim Name Grant Number Expiry Date
----------- ------------- ------------
Peek 1 YC19158 August 19, 2002
Peek 2 YC19159 August 19, 2002
Peek 3 YC19160 August 19, 2002
Peek 4 YC19161 August 19, 2002
Peek 5 YC19162 August 19, 2002
Peek 6 YC19163 August 19, 2002
Peek 7 YC19164 August 19, 2002
Peek 8 YC19165 August 19, 2002
all located in the Whitehorse Mining District, Yukon Territory.
