PATRIOT POWER CORP. Carson City, NV 89706 LETTER AGREEMENT
000
Xxxx Xxxx Xx.
Xxxxxx
Xxxx, XX 00000
November
2, 2005
XXXXXX-MAY
MINERALS, INC.
000
X.
Xxxxx Xxxx
Xxxx,
Xxxxxx
000000
Facsimile:
(000) 000-0000
Attention:
Xxxxx Xxxxxxxx
Dear
Sirs:
Re: Option
to Acquire a 100% Interest in 21 Unpatented Lode Mining Claims
Located
in Gila county, Arizona, U.S.A.
This
Letter Agreement shall set forth an offer from Patriot Power Corp. (sometimes
referred to herein as "Optionee") which, when accepted by Xxxxxx-May Minerals
Inc. (sometimes referred to herein as "Optionor"), shall form a binding
agreement between Optionee and Optionor, subject only to incorporation and
expansion of the terms hereof into a more formal agreement (the "Option
Agreement") to be negotiated in good faith and executed within 180 days of
the
date of execution of this Letter Agreement, pending which, this Letter Agreement
shall prevail. In the event the Option Agreement is not executed by the Optionee
within 180 days of the date of execution of this Letter agreement, the Letter
Agreement may be terminated at the option of the Optionor.
For
all
purposes of this Letter Agreement and the Option Agreement, "Underlying Vendors"
means the vendors to Optionor of the "Claims" (as defined below), namely
Xxxxx
Xxxxx and Xxxx Xxx, and "Underlying Agreement" means the purchase and royalty
agreement dated September 16, 2005 between the Underlying Vendors, as seller,
and Optionor, as purchaser, more particularly described in Schedule "B" attached
hereto, providing for the sale of the Claims, subject to the reservation
by the
Underlying Vendors of a 1% Yellow Cake royalty (the "Underlying Royalty"),
to
Optionor for: (i) US$1,000,000, payable, as to US$300,000 on the date all
requisite permits are issued to drill at least four confirmation holes on
the
Claims (the "Permitting Approval Date" or "PAD"), as to an additional US$300,000
six months after the PAD and, as to an additional US$400,000 twelve months
after
the PAD; and (ii) two year non-transferable share purchase warrants ("Warrants")
entitling the Underlying Vendors to purchase up to 1,000,000 shares of a
public
company ("Pubco") at an exercise price equal to the greater of the closing
price
per share of Pubco’s shares on the day prior to the announcement of the
Transaction (as defined in the Underlying Agreement) or the price of any
concurrent financing completed by Pubco, which Warrants will be exercisable
at
any time until the date that is two years after the date of closing of the
Transaction.
1. This
Letter Agreement is entered into on the basis of representations made by
Optionor as follows:
|
(a)
|
Optionor
has a valid and legally binding right to acquire from the Underlying
Vendors, on the terms provided for in the Underlying Agreement,
an
undivided 100% right, title and interest in and to the 21 unpatented
lode
mining claims more particularly described in Schedule "A" attached
hereto
(collectively the "Claims") subject only to the Underlying
Royalty;
|
|
(b)
|
each
of the Claims is in good standing until at least September 1, 2006
and is
free and clear of all liens, charges, encumbrances and rights of
others;
|
|
(c)
|
Optionor
has full right, power and authority in respect of the Claims to
enter into
this Letter Agreement and to grant the option herein contemplated
and has
not done anything that, nor failed to do anything where such failure,
might impair the Claims or any one or more of
them;
|
|
(d)
|
except
for the Underlying Agreement, there are no outstanding agreements
or
options to acquire or purchase the Claims or any part or parts
thereof or
any interest therein and, except for the Underlying Royalty, no
person has
any royalty or other interest whatsoever in the Claims;
and
|
|
(e)
|
Optionor
represents that all available data (both relating to exploration
and the
interpretive results of exploration) and sampling relating to the
Claims
in the possession of or controlled by the Optionor has been delivered
to
the Optionee.
|
2. This
Letter Agreement is entered into on the basis of representations made by
Optionee as follows:
|
(a)
|
the
authorized capital of the Optionee consists of 75,000,000 common
shares,
of which 20,000,000 common shares are issued and outstanding as
fully paid
and non-assessable, and there are no outstanding warrants, options
or
other right to acquire shares of the Optionee;
and
|
|
(b)
|
the
Optionee has full right, power and authority to enter into this
Letter
Agreement.
|
3. The
Option Agreement shall embody the terms of this Letter Agreement and other
representations, warranties, terms and conditions generally accepted in the
industry and specifically dealing with historical compliance with applicable
law
and environmental matters in respect of the Claims.
4. For
US$10,000 and other good and valuable consideration paid by Optionee to
Optionor, the receipt and sufficiency of which are hereby expressly acknowledged
by Optionor, Optionor hereby gives and grants to Optionee the sole and exclusive
irrevocable right and option (the "Option") to acquire, free of all liens,
charges, encumbrances, claims or rights of others, an undivided 100% right,
title and interest in and to the Claims, subject only to the Underlying Royalty,
the "Royalty" reserved by Optionor under Section 5 hereof and the "Additional
Royalty" reserved by Optionor under Section 6 hereof, exercisable
by:
|
(a)
|
assuming
the Optionor's obligations under the Underlying Agreement, including
making the payments and issuing the Warrants to the Underlying
Vendors
provided for in the Underlying
Agreement;
|
|
(b)
|
paying
US$22,000 to the USDA Forest Service in regards to a reclamation
bond
within 2 business days of receipt of notice from the
Optionor;
|
(c) paying
to
Optionor an aggregate US$290,000, as follows:
|
(i)
|
US$40,000
on the earlier of PAD and the date that is 60 days after the date
of
execution of this Letter Agreement;
and
|
|
(ii)
|
US$50,000
on each of the PAD, the sixth month anniversary of the PAD and
the second,
third and fourth year anniversaries of the PAD;
|
|
(d)
|
issuing
to Optionor 2,500,000 common shares in the capital stock of the
Optionee,
within 2 business days of PAD; and
|
|
(e)
|
expending
or incurring expenses, directly or indirectly, in connection with
the
maintenance, exploration, development or equipping of any one or
more of
the Claims for commercial production, of not less than an aggregate
US$3,500,000 on or before the fourth anniversary of the PAD, as
follows:
|
|
(i)
|
not
less than an aggregate US$500,000 by the first year anniversary
of the
PAD;
|
| (ii) |
not
less than an aggregate US$1,000,000 by the second year anniversary
of the
PAD;
|
|
(iii)
|
not
less than an aggregate US$2,000,000 by the third year anniversary
of the
PAD; and
|
|
(iv)
|
not
less than an aggregate US$3,500,000 by the fourth year anniversary
of the
PAD.
|
5. As
additional consideration, Optionee acknowledges and agrees that Optionor
has
reserved until itself, and that Optionee’s interest in the Claims shall, on
commencement of commercial production, be subject to, a 2% Yellow Cake royalty
as more particularly described in Schedule "C" attached hereto (the "Royalty")
which is separate and apart from the Underlying Royalty.
6. The
Royalty granted herein shall be subject to the right of the Optionor to include
any additional claims within ten (10) miles of the outer boundaries of the
Claims acquired by the Optionee or any assignee of Optionee of the Claims
wherein a 3% Yellow Cake royalty, on the same terms as the Royalty described
above, will be payable to the Optionor in respect of all Yellow Cake or other
minerals produced from such additional claims ("the Additional Royalty")
provided the Optionor shall have given prior written notice to include such
additional claims. Any mining claims located by the Optionee within ten (10)
miles of the exterior boundaries of the Claims shall be subject to the terms
of
this Letter Agreement.
7. The
Royalty and the Additional Royalty granted herein shall be subject to the
following advance royalty payments (which shall be deducted from the payment
of
the Royalty and the Additional Royalty described above) to the Optionor on
following anniversary dates of the PAD:
(a) US$100,000.00
due on the fourth year anniversary;
(b) US$150,000.00
due on the fifth anniversary; and
(c) US$200,000.00
due on each anniversary thereafter.
8. For
a
period of two years from the date of execution of this Letter
Agreement:
|
(a)
|
The
Optionee hereby grants to the Optionor the right to purchase equity
securities of the Optionee or securities convertible into equity
securities of the Optionee (such equity securities and securities
convertible into equity securities being referred to as "Securities")
from
time to time, in the circumstances and manner set out
below.
|
|
(b)
|
If
the Optionee intends to allot any Securities (for any purpose including
raising working capital generally or to cover its share of program
costs
in respect of a mineral property by whatever instrument it may
be held and
any interest, contractual right or other right to acquire an interest
therein (a "Property")), except for the Financing (defined below),
it
shall offer to sell, free of fees, brokerage or commissions, 10%
of the
Securities to the Optionor on the same terms and subject to the
same
conditions as available to other parties. The Optionor may determine
to
acquire all or part of the offered Securities by notice in writing
within
15 days after notice in writing from the Optionee, failing which
the
Optionor shall be deemed to have waived its right to acquire all
or a part
of such Securities.
|
9. Subject
to the prior written consent of the Optionor, with such consent not to be
unreasonably withheld, for a period of two years from the date of execution
of
this Letter Agreement, the Optionee shall not acquire a Property for
consideration that includes securities of the Optionee.
10. In
the
event the Claims are transferred to the Optionor pursuant to section 3(f)
of the
Underlying Agreement, the Optionor shall immediately deposit transfer documents
in favour of the Optionee in escrow pending exercise of the Option.
|
11.
|
(a)
|
The
Optionee shall have completed a financing (the "Financing") on
or by
January 1, 2006 consisting of up to 4,000,000 common shares of
the
Optionee at a minimum price of US$0.50 per share by way of an equity
private placement to raise gross proceeds of a minimum of
US$2,000,000.
|
|
(b)
|
The
Optionee's common shares shall be quoted on the OTC Bulletin Board
or the
pink sheets (the "Listing") on or by January 1,
2006.
|
|
(c)
|
In
the event either the Financing or the Listing, or both, does not
occur on
or by January 1, 2006, then the Letter Agreement shall be
terminated.
|
12. Subject
to the Optionor having the right to appoint an operator (the "Operator")
on and
in respect of the Claims for a period of one year from the date of execution
of
this Letter Agreement, the Optionee shall have the right to appoint an operator
on and in respect of the Claims and may appoint itself as Operator, it being
expressly acknowledged and agreed that any operatorship fees paid by Optionee
to
the Operator shall be included in the calculation of the amounts expended
or to
be expended by Optionee for purposes of subsection 4(e) of this Letter
Agreement, provided that Optionor shall be entitled to reasonable access
to the
Claims until the Option is exercised.
13. In
the
event that this Letter Agreement is terminated or abandoned, the Optionee
will:
|
(a)
|
leave
the Claims in good standing as at the effective date of termination,
free
and clear of all liens, charges, and encumbrances arising from
operations
by or on behalf of the Optionee, and in a safe and orderly condition
and
in a condition which is in compliance with all applicable laws
including,
without limitation, with respect to reclamation and rehabilitation
and
including the clean-up and removal of any hazardous waste from
the
Claims;
|
|
(b)
|
deliver
to the Optionor a full report on all work carried out by or on
behalf of
the Optionee on the Claims and all results relating thereto and
any
interpretations, models, or assessments in respect thereof, copies
of all
reports, studies, and assessments prepared by or on behalf of Optionee
with respect to work on or for the benefit of the Claims not already
provided to the Optionor, copies of all drill logs, assay results,
maps,
field notes, sections, and other technical or interpretive data
generated
or compiled by or on behalf of the Optionee with respect to the
Claims and
work thereon hereunder, and will make available for delivery to
Optionor,
at the place of storage, all available samples, drill chips, core
and
cuttings, sample rejects and pulps, and any other physical material
removed by or for the Optionee from the
Claims;
|
|
(c)
|
comply
with all obligations and make all payments accrued (including any
taxes or
similar payments) as of the date of termination with respect to
the
Claims;
|
|
(d)
|
comply
with all obligations and make all payments accrued as of the date
of
termination with respect to this Letter Agreement;
and
|
|
(e)
|
unless
otherwise specified by the Optionor, remove from the Claims, within
three
(3) months of the effective date of termination, all machinery,
equipment,
supplies and facilities erected, installed, or brought upon the
Property
by or at the instance of the
Optionee.
|
14. This
Letter Agreement and the Option Agreement provide for an option only and
the
making of any payments, the issuance of any securities or the expending of
any
funds by Optionee under this Letter Agreement or the Option Agreement will
not
obligate Optionee to make any further or other payments, issue any further
or
other securities or expend any further or other funds.
15. Except
for the grant by the Optionee to Rodinia Minerals Inc. of a right and option
to
acquire up to a 40% undivided interest in the Claims (subject to the Underlying
Royalty, Royalty and the Additional Royalty), the Optionee’s interest in this
Letter Agreement, the Option Agreement and the Claims is not assignable,
in
whole or in part, without the prior written consent of the Optionor. The
Optionor’s interest therein is not assignable.
16. The
Optionor agrees to indemnify and save harmless the Optionee from and against
all
suits, claims, demands, losses and expenses that directly arise from the
Optionor’s activities on the Claims. The Optionee hereby reciprocally indemnify
and save harmless the Optionor from and against all suits, claims, demands,
losses and expenses that directly arise from the Optionee’s activities on the
Claims.
17. The
parties agree that any notice required or permitted to be given or delivery
required to be made to any party may be effectively given or delivered if
it is
delivered personally or by telecopy at the addresses or telephone numbers
set
out above or to such other address or telephone number as the party entitled
to
or receiving such notice may notify the other party as provided for herein.
Delivery shall be deemed to have been received:
(a) the
same
day if given by personal service or if transmitted by fax; and
|
(b)
|
the
fifth business day next following the day of posting if sent by
regular
post.
|
18. This
Letter Agreement and the Option Agreement shall be interpreted in accordance
with the laws of the Province of British Columbia except as to matters relating
to title to the Claims which shall be interpreted in accordance with the
laws of
the jurisdiction in which the Claims are located, and shall enure to the
benefit
of and be binding upon Optionor and Optionee and their respective successors
and
permitted assigns and Optionor and Optionee hereby irrevocably attorn to
the
exclusive jurisdiction of the courts in the Province of British
Columbia.
19. This
Letter Agreement constitutes the entire agreement between the parties and
supersedes all prior letters of intent, agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether
oral
or written, express or implied. The recitals and schedules form a part of
and
are incorporated by reference into this Letter Agreement.
20. No
modification or amendment to this Letter Agreement may be made unless agreed
to
by the parties thereto in writing.
21. If
any
provision of this Letter Agreement will be deemed invalid or void, in whole
or
in part, by any court of competent jurisdiction, the remaining terms and
provisions will remain in full force and effect.
22. Time
is
of the essence.
23. Optionor
and Optionee agree to execute such further and other deeds and documents,
including, without limitation, the Option Agreement, and to give such further
and other assurances as may be necessary to fully implement this Letter
Agreement.
If
the
foregoing accurately sets forth your understanding of our agreement, kindly
sign
this Letter Agreement where indicated below, which will then form a binding
agreement between us, subject only to the terms and conditions aforesaid.
This
Letter Agreement must be fully executed by the parties by the close of business
on November 3, 2005.
Yours
very truly,
Per: s/
“Xxxxxx X. Atlas”
The
terms
of this Letter Agreement are hereby acknowledged and
accepted this 3rd
day
of
November
,
2005.
XXXXXX-MAY
MINERALS, INC.
Per: s/
“Xxxxx
Xxxxxxxx”
SCHEDULE
"A"
Description
of Claims
|
Name
of Claim
|
BLM
#Numbers
|
Expiry
Date
|
|
ML
#1
|
AMC
343496
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 2006
|
SCHEDULE
"B"
Purchase
and royalty agreement dated September 16, 2005
between
the Underlying Vendors and Optionor
PURCHASE
AND ROYALTY AGREEMENT
Between:
|
XXXXXX-MAY
MINERALS, INC.,
a
Nevada corporation, whose address is 000 X. Xxxxx Xxxx, Xxxx, Xxxxxx,
000000, telephone number (000) 000-0000, facsimile number (000)
000-0000
(hereinafter, the “Purchaser”),
|
-
and
-
|
XXXX
XXX,
a
single man, whose address is Xxxxx 000, XXX 000, 0000 Xxxx Xxxxxx
Xxx,
Xxxxxx, Xxxxxxx, 00000, telephone number (000) 000-0000, facsimile
number
(000) 000-0000 and XXXXX
XXXXX,
a
single man, whose address is 00000 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxx,
Xxxxxxx, 00000, telephone number (000) 000-0000, facsimile number
(000) 000-0000 (hereinafter, each a “Vendor” and collectively, the
“Vendors”)
|
WHEREAS
the
Vendors are the legal and beneficial owners of a 100% interest in those certain
twenty-one (21) unpatented lode mining claims, located in Gila county, Arizona,
set out in Schedule “A” hereto (the “Claims”), free and clear of all
encumbrances, liens or charges;
AND
WHEREAS
the
Purchaser wishes to purchase the Claims under the following
conditions:
1. The
Purchaser has agreed to pay to the Vendors an aggregate total of US
$1,000,000.00 as follows:
|
(a)
|
US
$300,000.00 on the date all requisite permits are issued to the
Purchaser,
or its assign, to drill at least four confirmation holes on the
Claims
(the “Permitting Approval Date”) (US $150,000.00 to each
Vendor);
|
|
(b)
|
US
$300,000.00 six months after the Permitting Approval Date (US $150,000.00
to each Vendor); and
|
|
(c)
|
US
$400,000.00 at the closing of the purchase of the Claims, to be
held
twelve months after the Permitting Approval Date (the “Closing” or the
“Closing Date”) (US $200,000.00 to each
Vendor).
|
|
2.
|
If
the Purchaser undergoes a reorganization by which it becomes a public
company, a subsidiary of a public company or vends the Claims to
a public
company (a “Transaction”), none of which is represented or warranted
herein, it shall cause the public company entity to grant, subject
to
receipt of all requisite regulatory approvals, a nontransferable
right and
option (the “Option”) to each Vendor to purchase 500,000 common shares in
the capital stock of such public company, exercisable within a
period of
two (2) years from the date of the closing of any Transaction,
at an
exercise price (the “Exercise Price”) equal to the greater of (1) the
closing price of the common shares of such public company on the
day prior
to the announcement of such Transaction or (2) the price of any
concurrent
financing completed by such public company and, upon exercise of
the
Option, the Option common shares shall only be subject to such
resale
restrictions as may be imposed by any securities regulatory authority
or
stock exchange having jurisdiction (the “Authority”). For greater
certainty, no provision accelerating the exercise of the Option
or
imposing resale restrictions other than those imposed by such Authority
shall be binding upon the Vendors. The Option shall be issued by
the
Purchaser or its assign to the Vendors within five business days
of the
date the Purchaser or its assign obtains, from such Authority,
the
required regulatory or stock exchange approval for a Transaction.
The
Option, and any common shares issued to the Vendors on the exercise
of the
Option shall have no par value.
|
|
3.
|
The
closing of the purchase of the Claims by the Purchaser shall take
place at
the Closing. The Vendors hereby and at the Closing represent and
warrant
that:
|
|
(a)
|
they
are, subject to the paramount rights of the United States, the
owners of
an undivided 100% legal and beneficial interest in and to the Claims;
|
|
(b)
|
the
Claims are free and clear of any encumbrances, liens or charges
and
neither they nor any of their predecessors in interest or title
have done
anything whereby the Claims may be
encumbered;
|
|
(c)
|
the
Claims are in good standing under all applicable laws and regulations
and
all assessment work or claim maintenance fees required by applicable
law
has been performed and filed and all taxes have been
paid;
|
|
(d)
|
the
Claims have been properly located and staked and recorded in compliance
with the laws of the jurisdiction in which they are situated, and
that
there are no disputes over title to the Claims, except that no
representation is made related to the existence of discovery of
valuable
mineral within the Claims;
|
|
(e)
|
they
have the right to enter into this Agreement and to dispose of 100%
of
their right, title and interest in and to the Claims to the
Purchaser;
|
|
(f)
|
upon
the payment of all the amounts specified in paragraph 1 above,
the Vendors
shall execute and deliver a quit claim deed or such other documents
as the
Purchaser may reasonably require transferring 100% of their right,
title
and interest in and to the Claims to the Purchaser subject to a
reservation of a royalty, which deed and royalty shall be in the
form of
the Quitclaim Deed and Reservation of Royalty attached hereto as
Appendix
A. Purchaser shall record the Quitclaim Deed in the official records
of
Gila County immediately after Closing and shall also file a copy
thereof
with the Arizona State Office of the Bureau of Land Management
as a Notice
of Transfer of Interest not more than 60 days after Closing,
and
|
|
(g)
|
to
the knowledge of the Vendors there are no outstanding agreements
or
options to acquire or purchase the Claims or any portion thereof
or
interest therein and no person holds any royalty or interest whatsoever
in
production or profits from the Claims or any portion
thereof.
|
The
representations and warranties herein shall apply to all assignments,
conveyances, transfers and documents delivered in connection with this Purchase
and Royalty Agreement and there shall be no merger of any representations
and
warranties in such assignments, conveyances, transfers and documents
notwithstanding any rule of law, equity or statute to the contrary and all
such
rules are hereby waived. The Purchaser shall have the right to waive any
representation and warranty made by the Vendors in the Purchaser’s favour
without prejudice to any of its recourses with respect to any other breach
by
the Vendor. All of the representations and warranties contained in this
Agreement shall survive the closing of this transaction.
|
4.
|
The
Purchaser agrees to indemnify and save harmless the Vendors from
and
against all suits, claims, demands, losses and expenses that directly
arise from the Purchaser’s activities on the Claims. The Vendors hereby
reciprocally indemnify and save harmless the Purchaser from and
against
all suits, claims, demands, losses and expenses that directly arise
from
the Vendors’ activities on the
Claims.
|
|
5.
|
The
Vendors represent that all available data (both relating to exploration
and the interpretive results of exploration) and sampling relating
to the
Claims in the possession of or controlled by the Vendors has been
delivered to the Purchaser. Vendors represent that to the best
of their
knowledge and belief the data is accurate and the interpretation
made in
good faith.
|
|
6.
|
This
Purchase and Royalty Agreement will be binding after execution
of this
document. The parties may enter into a more formal purchase agreement,
but
until the formal agreement is signed, the parties will be bound
by the
terms of this Purchase and Royalty
Agreement.
|
7. The
parties further agree that:
|
(a)
|
Each
of the parties hereby covenants and agrees to do or cause to be
done all
acts or things necessary to implement and carry into effect the
provisions
and intent of this Purchase and Royalty
Agreement.
|
|
(b)
|
The
representations, warranties and covenants in this Purchase and
Royalty
Agreement will survive any closing or advance of funds and,
notwithstanding such closing or advances, will continue in full
force and
effect.
|
|
(c)
|
Any
notice required or permitted to be given or delivery required to
be made
to any party may be effectively given or delivered if it is delivered
personally or by telecopy at the addresses or telephone numbers
set out
above or to such other address or telephone number as the party
entitled
to or receiving such notice may notify the other party as provided
for
herein. Delivery shall be deemed to have been
received:
|
|
(i)
|
the
same day if given by personal service or if transmitted by fax;
and
|
|
(ii)
|
the
fifth business day next following the day of posting if sent by
regular
post.
|
|
(d)
|
This
Purchase and Royalty Agreement will be governed by and be construed
in
accordance with the laws of the State of Arizona and applicable
laws of
the United States concerning unpatented mining claims. Any disputes
between the parties shall be settled by arbitration under the terms
of the
Arbitration Provisions appended hereto as Appendix
B.
|
|
(e)
|
This
Purchase and Royalty Agreement will be binding upon and enure to
the
benefit of the parties hereto and their respective heirs and executors
and
successors and assigns as the case may be.
|
|
(f)
|
This
Purchase and Royalty Agreement constitutes the entire agreement
between
the parties and supersedes all prior letters of intent, agreements,
representations, warranties, statements, promises, information,
arrangements and understandings, whether oral or written, express
or
implied. The recitals and appendices form a part of and are incorporated
by reference into this Purchase and Royalty
Agreement.
|
|
(g)
|
No
modification or amendment to this Purchase and Royalty Agreement
may be
made unless agreed to by the parties thereto in
writing.
|
|
(h)
|
If
any provision of this Purchase and Royalty Agreement will be deemed
invalid or void, in whole or in part, by any court of competent
jurisdiction, the remaining terms and provisions will remain in
full force
and effect.
|
|
(i)
|
Time
is of the essence.
|
|
(j)
|
This
Purchase and Royalty Agreement may be executed in any number of
counterparts with the same effect as if all parties to this Purchase
and
Royalty Agreement had signed the same document and all counterparts
will
be construed together and will constitute one and the same instrument
and
any facsimile signature shall be taken as an
original.
|
Dated
this 16th day of September, 2005.
| PURCHASER: | ||
|
XXXXXX-MAY
MINERALS, INC.
|
||
| |
|
|
| By: | /s/ “Xxxxx Xxxxxxxx” | |
|
Authorized Signatory |
||
|
VENDORS:
|
||
| |
|
|
| /s/ “Xxxx Xxx” | ||
|
Xxxx Xxx |
||
| |
|
|
| /s/ “Xxxxx Xxxxx” | ||
|
Xxxxx Xxxxx |
||
| Title | ||
Schedule
“A”
Description
of Claims
|
Name
of Claim
|
BLM
#Numbers
|
Expiry
Date
|
|
ML
#1
|
AMC
343496
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#0
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 0000
|
|
XX
#00
|
XXX
000000
|
September
1, 2006
|
APPENDIX
A
After
recording, return to:
Xxxx
X.
Xxxxxxxxx
Xxxxxxxxx
Xxxxx
Suite
2600
0000
Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx,
XX 00000-0000
QUITCLAIM
DEED
AND
RESERVATION OF ROYALTY INTEREST
FOR
AND IN CONSIDERATION
of
royalties reserved hereunder and the promises made under the terms of that
certain Purchase and Royalty Agreement made and entered into as of the 16th
day
of September, 2005 (the "Effective Date"), XXXX
XXX,
a single
man, whose address is Xxxxx 000, XXX 000, 0000 Xxxx Xxxxxx Xxx, Xxxxxx, Xxxxxxx,
00000, and XXXXX
XXXXX,
a
single man, whose address is 00000 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxx,
00000 ("Grantors"), do hereby quitclaim unto XXXXXX-MAY
MINERALS, INC.,
a
Nevada corporation, whose address is 000 X. Xxxxx Xxxx, Xxxx, Xxxxxx, 000000
("Grantee"), all of their right, title and interest in and to the following
unpatented lode mining claims located in Gila County, Arizona (the "Claims"),
the location notices of which are of record in the official records of Gila
County and in the Arizona State Office of the Bureau of Land Management as
follows:
|
Name
of Claim
|
Gila
County Recording
|
BLM
Serial Number
|
|
ML
#1
|
Docket
2004-014452
|
AMC
343496
|
|
ML
#2
|
Docket
2004-014453
|
AMC
343497
|
|
ML
#3
|
Docket
2004-014454
|
AMC
343498
|
|
ML
#4
|
Docket
2004-014455
|
AMC
343499
|
|
ML
#5
|
Docket
2004-014456
|
AMC
343500
|
|
ML
#6
|
Docket
2004-014457
|
AMC
343501
|
|
ML
#7
|
Docket
2004-014458
|
AMC
343502
|
|
ML
#8
|
Docket
2004-014459
|
AMC
343503
|
|
ML
#9
|
Docket
2004-014460
|
AMC
343504
|
|
ML
#11
|
Docket
2004-014461
|
AMC
343505
|
|
ML
#12
|
Docket
2004-014462
|
AMC
343506
|
|
ML
#13
|
Docket
2004-014463
|
AMC
343507
|
|
ML
#14
|
Docket
2004-014464
|
AMC
343508
|
|
ML
#15
|
Docket
2004-014465
|
AMC
343509
|
|
ML
#16
|
Docket
2004-014466
|
AMC
343510
|
|
ML
#17
|
Docket
2004-014467
|
AMC
343511
|
|
ML
#18
|
Docket
2004-014468
|
AMC
343512
|
|
ML
#19
|
Docket
2004-025569
|
AMC
343513
|
|
ML
#20
|
Docket
2005-012879
|
AMC
366375
|
|
ML
#21
|
Docket
2005-012878
|
AMC
366376
|
|
ML
#22
|
Docket
2005-012877
|
AMC
366377
|
-1-
EXCEPTING
AND RESERVING UNTO THE GRANTORS,
a
royalty (the "Royalty") equal to one percent (1%) of the proceeds from the
sale
or other disposition of all uranium oxide (commonly called "Yellow Cake"),
received from any purchaser of any Yellow Cake derived from the ore mined
from
the Claims after deducting therefrom all charges and penalties (imposed by
the
purchaser) and the cost of transportation to any processing facility after
creation of Yellow Cake, insurance premiums, sampling and assaying charges
incurred after the Yellow Cake concentrates have left the concentrator and
all
appropriate sales taxes. If minerals other than uranium oxide are mined and
sold
from the Claims, the Royalty provided herein shall likewise apply to such
minerals and shall be calculated as set forth above based on payment received
from a purchaser after the creation of a concentrate or otherwise marketable
product. In no case shall the cost of mining, transportation or concentrating
costs prior to the creation of the first marketable produced be deducted
from
the selling price in the calculation of Royalty. If any portion of the Yellow
Cake or other minerals extracted and derived from the ore mined from the
Claims
are sold to a purchaser owned or controlled by the Grantee or treated by
a
facility owned or controlled by Grantee, the actual proceeds received shall
be
deemed to be an amount equal to what could be obtained from a purchaser or
facility not so owned or controlled by the Grantee after deducting therefrom
a
charge equal to the transportation cost which would have been incurred had
the
material been transported to such third party.
The
Royalty reserved herein shall be subject to the following:
1. Payment
of Royalty
a. Frequency
of Payment of Royalty.
Payment
of Royalty hereunder shall be due and payable within thirty (30) business
days
after the sale proceeds are received from any purchaser of Yellow Cake or
other
minerals mined from the Claims.
b. Method
of Making Payments.
All
payments required hereunder may be mailed or delivered to any single depository
as Grantors may instruct. The Grantee will have no responsibility as to the
division of the Royalty payments among parties constituting the Grantors
and if
the Grantee makes a payment or payments on account of the Royalty in accordance
with the provisions of this instrument, it will have no further responsibility
for distribution of the Royalty. All charges of the agent, trustee or depository
will be borne solely by the parties receiving payments of Royalty. The delivery
or the deposit in the mail of any payment hereunder on or before the due
date
thereof shall be deemed timely payment hereunder.
|
2.
|
Records
and Reports
|
a. Records,
Inspection and Audit.
Within
ninety (90) days following the end of each calendar, commencing with the
year in
which the claims are brought into commercial production (not inclusive of
any
bulk sampling programs), the Grantee shall deliver to Grantors a statement
of
the Royalty paid for said calendar year. The Grantors shall have the right
within a period of three (3) months from receipt of such statements to inspect
the Grantee's books and records relating thereto and to conduct an independent
audit of such books and records at its own cost and expense.
b. Objections.
If
Grantors do not request an inspection of Grantee’s books and records during the
three-month period referred to in the preceding paragraph, all payments of
Royalty for the annual period will be considered final and in full satisfaction
of all obligations of the Grantee with respect thereto. If Grantors dispute
any
calculation of Royalty, Grantors shall deliver to the Grantee a written notice
(the “Objection Notice”) describing and setting forth a specific objection
within sixty (60) days after receipt by the Grantors of the final statement.
If
such audit determines that there has been a deficiency or an excess in the
payment made to the Grantors, such deficiency or excess will be resolved
by
adjusting the next payment due hereunder. The Grantors will pay all the costs
and expenses of such audit unless a deficiency of five (5%) percent or more
of
the amount due is determined to exist. The Grantee will pay the costs and
expenses of such audit if a deficiency of five (5%) percent or more of the
amount due is determined to exist. All books and records used and kept by
the
Grantee to calculate the Royalty due hereunder will be kept in accordance
with
generally accepted accounting principles.
-2-
c. Evidence
of Maintenance of the Claims.
Grantee
shall deliver to Grantors, not later than the date two weeks prior to the
date
for the payment of annual claim maintenance fees (currently September 1),
evidence that the fee has been timely paid, and shall thereafter, prior to
December 1 of each year, deliver to Grantors a copy of a "Notice of Intent
to
Hold" for the Claims as recorded in the official records of Gila
County.
|
3.
|
Inurement
|
The
Royalty reserved herein shall run with the land and be binding on all subsequent
owners of the Claims, including any amendments, relocations, patents of the
same
or additional or alternative rights to mine as may be conferred by any changes
in the mineral laws of the United States.
4. Notices
All
notices required or permitted to be given hereunder shall be given in writing
and shall be sent by the parties by registered or certified mail, telex,
facsimile transmission or by express delivery service to the address set
forth
in the identification of the parties in the headings of this Quitclaim Deed
or
to such other address as either party may later designate by like notice
to the
other. All notices required or permitted to be given hereunder shall be deemed
to have been given upon the earliest of (1) actual receipt, (2) acknowledgment
in any form of receipt of telex or facsimile transmission, (3) the business
day
next following deposit with an express delivery service, properly addressed,
or
(4) seventy-two (72) hours after deposit with the U.S. Mails, properly addressed
with postage prepaid.
5. Assignments
by Grantor
Grantor
may transfer, pledge, mortgage, charge or otherwise encumber all or any part
of
its right, title and interest in and to its Royalty reserved hereunder;
provided, however, that Grantee shall be under no obligation to make its
payments hereunder to such assignee, transferee, pledgee or other third party
until Grantee's receipt of Notice concerning the assignment or
transfer.
-3-
6. Interpretation
a. Governing
Law; Venue.
The
provisions and interpretation of this Quitclaim Deed shall be governed by
the
laws of the State of Arizona without regard to conflicts of laws principles.
Any
dispute concerning this Quitclaim Deed shall be adjudicated in either the
state
or federal courts in and for the State of Arizona.
b. Invalidity
of Provisions.
If any
term or other provision of this Quitclaim Deed is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions
and
provisions of this Quitclaim Deed shall nevertheless remain in full force
and
effect so long as the economic and legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate
in
good faith to modify this Quitclaim Deed so as to effect the original intent
of
the parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent
possible.
IN
WITNESS WHEREOF, the Grantor has executed and delivered this Quitclaim Deed
and
Reservation of Interest as of the Effective Date.
|
GRANTORS:
|
||
| |
|
|
| By: | /s/ “Xxxx Xxx” | |
|
Xxxx Xxx |
||
| |
|
|
| By: | /s/ “Xxxxx Xxxxx” | |
|
Xxxxx Xxxxx |
||
The
undersigned Grantee hereby accepts this Quitclaim Deed and the Reservation
of
Royalty Interest made therein.
|
GRANTEE:
|
||
| XXXXXX-MAY MINERALS, INC. | ||
| |
|
|
| By: | /s/ “Xxxxx Xxxxxxxx” | |
|
Authorized Signatory |
||
-4-
| STATE OF ARIZONA | ) | ||
| ) ss. | |||
| County of Maricopa | ) |
The
foregoing instrument was acknowledged before me this 14th
day
of
September
,
2005,
by XXXX XXX, a single man.
Xxxx
Xxxxxx
Norary
Public - Arizona
Maricopa
County
My
Commission Expires August 26, 2008
| |
|
|
| /s/ “Xxxx Xxxxxx” | ||
|
Notary Public |
||
| STATE OF ARIZONA | ) | ||
| ) ss. | |||
| County of Maricopa | ) |
The
foregoing instrument was acknowledged before me this 14th
day
of
September
,
2005,
by XXXXX XXXXX, a single man.
Xxxx
Xxxxxx
Norary
Public - Arizona
Maricopa
County
My
Commission Expires August 26, 2008
| |
|
|
| /s/ “Xxxx Xxxxxx” | ||
|
Notary Public |
||
| PROVINCE OF BRITISH COLUMBIA | ) | ||
| ) ss. | |||
| ) |
The
foregoing instrument was acknowledged before me this 16th
day
of
September
,
2005,
by E. Xxxxx
Xxxxxxxx ,
the
of
XXXXXX-MAY MINERALS, INC., a Nevada corporation, for and on behalf of the
corporation.
Xxxxx
X. Xxxxxx
Xxxxxx
Xxxxx Xxxxxxxx LLP
Barrister
and Solicitor
Suite
1750 - 1185 Xxxx Xxxxxxx Xx.
Xxxxxxxxx,
X.X. X0X 0X0
Tel:
000-000-0000 Fax: 000-000-0000
| |
|
|
| /s/ “Xxxxx X. Xxxxxx” | ||
|
Notary Public for British Columbia |
||
-0-
XXXXXXXX
X
ARBITRATION
PROVISIONS
I. Purpose.
The
following procedures and substantive matters shall be followed to resolve
disputes arising under or relating to the Agreement, including but not limited
to allegations that the Agreement has been terminated.
II. Definitions.
For
purposes of these Arbitration Provisions capitalized words and phrases defined
in the Agreement shall have the same meaning herein, unless otherwise defined
in
these Arbitration Provisions.
|
A.
|
“Agreement”
shall mean the agreement to which these Arbitration Provisions
are
appended.
|
|
B.
|
“AAA”
shall mean the American Arbitration
Association.
|
C. “Arbitration
Rules” shall mean the Commercial Arbitration Rules of the AAA.
|
D.
|
“Agreement
Date” shall mean the date stated as the date of the
Agreement.
|
|
E.
|
“Party”
or “Parties” means a party to the Agreement who is a Claimant or
Respondent.
|
|
F.
|
“Claimant”
shall have the meaning given in Section III.b of these Arbitration
Provisions.
|
|
G.
|
“Respondent”
shall have the meaning given in Section III.b of these Arbitration
Provisions.
|
III. Arbitration.
a. Resolution
of Disputes.
Any
dispute, controversy or claim arising out of or relating to the Agreement
or the
subject matter of the Agreement, or the breach, termination, or invalidity
of
the Agreement, shall be settled by binding arbitration in accordance with
the
Commercial Arbitration Rules of the AAA in effect on the Agreement Date,
except
as otherwise provided herein.
b. Appointment
of Arbitrator(s).
There
shall be one arbitrator appointed by the Parties. If the Parties fail to
agree
on a single arbitrator within 20 days after arbitration is initiated, there
shall be three arbitrators, each of whom shall be disinterested in the dispute,
controversy or claim and shall have no connection with any Party. The Party
initiating arbitration (“Claimant”) and the Party named as respondent
(“Respondent”) shall each name an arbitrator in the manner provided by the
Commercial Arbitration Rules specified above. Such arbitrators shall, by
their
agreement, select the third arbitrator. Should the services of an appointment
or
administering authority be necessary, the appointment or administering authority
shall be the AAA. If any Party entitled to name an arbitrator should abstain
from doing so, the AAA shall appoint such arbitrator.
c. Procedure.
The
place of arbitration shall be in Phoenix, Arizona, unless otherwise agreed
by
the Parties. The arbitrator(s) shall apply the law as made applicable by
the
Agreement. Unless the procedure for discovery is otherwise agreed to by the
Parties, the arbitrator or arbitrators, at the request of a Party, may establish
rules for pre hearing discovery which shall comport with due process,
expeditious determination of the issues and fairness. Unless otherwise agreed
by
the Parties, the depositions of no more than two witnesses on each side may
be
taken without the consent of the arbitrator(s). The Federal Rules of Civil
Procedure shall govern all aspects of the depositions, including
admissibility.
d. Award.
If more
than one arbitrator has been appointed, the decision in the arbitration shall
be
adopted by majority vote. The decision in the arbitration shall be rendered,
unless otherwise agreed by the Parties, no later than 30 days after the date
the
hearings were closed. The decision of the arbitrator(s) shall be in writing,
shall be signed at least by the arbitrators casting the majority vote or
by the
sole arbitrator, as the case may be, and shall be final and binding on the
Parties. If the Parties settle the dispute in the course of arbitration,
such
settlement shall be approved by the arbitrator(s) on request of either Party
and
become the award.
-6-
SCHEDULE
"C"
Royalty
Excepting
and reserving unto the Optionor, a royalty (the "Royalty") equal to two percent
(2%) of the proceeds from the sale or other disposition of all uranium oxide
(commonly called "Yellow Cake"), received from any purchaser of any Yellow
Cake
derived from the ore mined from the Claims after deducting therefrom all
charges
and penalties (imposed by the purchaser) and the cost of transportation to
any
processing facility after creation of Yellow Cake, insurance premiums, sampling
and assaying charges incurred after the Yellow Cake concentrates have left
the
concentrator and all appropriate sales taxes. If minerals other than uranium
oxide are mined and sold from the Claims, the Royalty provided herein shall
likewise apply to such minerals and shall be calculated as set forth above
based
on payment received from a purchaser after the creation of a concentrate
or
otherwise marketable product. In no case shall the cost of mining,
transportation or concentrating costs prior to the creation of the first
marketable produced be deducted from the selling price in the calculation
of
Royalty. If any portion of the Yellow Cake or other minerals extracted and
derived from the ore mined from the Claims are sold to a purchaser owned
or
controlled by the Optionee or treated by a facility owned or controlled by
the
Optionee, the actual proceeds received shall be deemed to be an amount equal
to
what could be obtained from a purchaser or facility not so owned or controlled
by the Optionee after deducting therefrom a charge equal to the transportation
cost which would have been incurred had the material been transported to
such
third party.
The
Royalty reserved herein shall be subject to the following:
1. Payment
of Royalty
a. Frequency
of Payment of Royalty.
Payment
of Royalty hereunder shall be due and payable within thirty (30) business
days
after the sale proceeds are received from any purchaser of Yellow Cake or
other
minerals mined from the Claims.
b. Method
of Making Payments.
All
payments required hereunder may be mailed or delivered to any single depository
as the Optionor may instruct. If the Optionee makes a payment or payments
on
account of the Royalty in accordance with the provisions of this instrument,
it
will have no further responsibility for distribution of the Royalty. All
charges
of the agent, trustee or depository will be borne solely by the parties
receiving payments of Royalty. The delivery or the deposit in the mail of
any
payment hereunder on or before the due date thereof shall be deemed timely
payment hereunder.
2. Records
and Reports
a. Records,
Inspection and Audit.
Within
ninety (90) days following the end of each calendar, commencing with the
year in
which the claims are brought into commercial production (not inclusive of
any
bulk sampling programs), the Optionee shall deliver to the Optionor a statement
of the Royalty paid for said calendar year. The Optionor shall have the right
within a period of three (3) months from receipt of such statements to inspect
the Optionee's books and records relating thereto and to conduct an independent
audit of such books and records at its own cost and expense.
b. Objections.
If the
Optionor does not request an inspection of Optionee’s books and records during
the three-month period referred to in the preceding paragraph, all payments
of
Royalty for the annual period will be considered final and in full satisfaction
of all obligations of the Optionee with respect thereto. If the Optionor
disputes any calculation of Royalty, the Optionor shall deliver to the Optionee
a written notice (the "Objection Notice") describing and setting forth a
specific objection within sixty (60) days after receipt by the Optionor of
the
final statement. If such audit determines that there has been a deficiency
or an
excess in the payment made to the Optionor, such deficiency or excess will
be
resolved by adjusting the next payment due hereunder. The Optionor will pay
all
the costs and expenses of such audit unless a deficiency of five (5%) percent
or
more of the amount due is determined to exist. The Optionee will pay the
costs
and expenses of such audit if a deficiency of five (5%) percent or more of
the
amount due is determined to exist. All books and records used and kept by
the
Optionee to calculate the Royalty due hereunder will be kept in accordance
with
generally accepted accounting principles.
c. Evidence
of Maintenance of the Claims.
Optionee
shall deliver to the Optionor, not later than the date two weeks prior to
the
date for the payment of annual claim maintenance fees (currently September
1),
evidence that the fee has been timely paid.
3. Inurement
The
Royalty reserved herein shall run with the land and be binding on all subsequent
owners of the Claims, including any amendments, relocations, patents of the
same
or additional or alternative rights to mine as may be conferred by any changes
in the mineral laws of the United States.
5. Assignments
by Optionor
Optionor
may transfer, pledge, mortgage, charge or otherwise encumber all or any part
of
its right, title and interest in and to its Royalty reserved hereunder;
provided, however, that Optionee shall be under no obligation to make its
payments hereunder to such assignee, transferee, pledgee or other third party
until Optionee's receipt of Notice concerning the assignment or
transfer.
-7-
000
Xxxx Xxxx Xx.
Xxxxxx
Xxxx, XX 00000
AMENDING
LETTER AGREEMENT
January
20, 2006
XXXXXX-MAY
MINERALS, INC.
000
X.
Xxxxx Xxxx
Xxxx,
Xxxxxx
000000
Facsimile:
(000) 000-0000
Attention:
Xxxxx Xxxxxxxx, President
Dear
Sirs:
|
Re:
|
Letter
Agreement
|
We
refer
to that certain letter agreement dated November 2, 2005 made between Patriot
Power Corp. ("PPC") and Xxxxxx-May Minerals, Inc. ("MMMI"), (the "Letter
Agreement") in respect of the "Claims" (as that term is defined in the
Letter
Agreement) and to our mutual agreement to amend the Letter Agreement as
hereinafter provided.
For
valuable consideration, the receipt and sufficiency of which are expressly
acknowledged by each of us, PPC and MMMI hereby agree as follows:
1. Section
11 of the Letter Agreement is hereby deleted in its entirety and the following
is substituted therefore:
|
"11.
|
(a)
|
The
Optionee shall have completed a financing (the "Financing") on
or by March
1, 2006 consisting of up to 4,000,000 common shares of the Optionee
at a
minimum price of US$0.50 per share by way of an equity private
placement
to raise gross proceeds of a minimum of
US$2,000,000.
|
|
(b)
|
The
Optionee's common shares shall be quoted on the OTC Bulletin
Board or the
pink sheets (the "Listing") on or by March 1,
2006.
|
|
(c)
|
In
the event either the Financing or the Listing, or both, does
not occur on
or by March 1, 2006, then the Letter Agreement may be terminated
at the
option of the Optionor."
|
2. The
foregoing amendments to the Letter Agreement shall be deemed to be effective
as
of and from January 1, 2006.
3. Any
terms
and expressions used herein but not expressly defined herein shall have
the same
meanings as set out in the Letter Agreement.
4. Subject
to the foregoing amendments to the Letter Agreement, the parties hereto
hereby
ratify and confirm the Letter Agreement and agree to be bound by the terms
thereof as amended hereby.
Please
indicate your agreement with the amendments to the Letter Agreement set
forth
herein by signing and returning this amending letter to the
undersigned.
Yours
sincerely,
| PATRIOT POWER CORP. | |||
| Per: /s/ “Xxxxxx Atlas” | |||
|
Authorized Signatory |
|||
|
|
||
| |
|
|
| Per: | /s/ | |
|
|
||
ACKNOWLEDGED
AND ACCEPTED
BY
XXXXXX-MAY MINERALS, INC.
this
21st
day
of February
,
2006.
Per:
s/
“E.
Xxxxx Xxxxxxxx”
E.
Xxxxx
Xxxxxxxx
000
- Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx, 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
SECOND
AMENDING LETTER AGREEMENT
May
23,
2006
XXXXXX-MAY
MINERALS, INC.
000
X.
Xxxxx Xxxx
Xxxx,
Xxxxxx
00000
Facsimile:
(000) 000-0000
Attention:
Xxxxx Xxxxxxxx, President
Dear
Sirs:
|
Re:
|
Letter
Agreement
|
Patriot
Power Corp. ("PPC") acknowledges receipt of the letter dated February 21,
2006
from Xxxxxx-May Minerals, Inc. ("MMMI") (the "Notice Letter") regarding
notice
to PPC to include the additional 312 unpatented lode mining claims more
particularly described in the Notice Letter.
We
refer
to that certain letter agreement dated November 2, 2005, as amended by
an
amending letter agreement dated January 20, 2006, made between PPC and
MMMI,
(the "Letter Agreement") in respect of the "Claims" (as that term is defined
in
the Letter Agreement) and to our mutual agreement to amend the Letter Agreement
as hereinafter provided.
For
valuable consideration, the receipt and sufficiency of which are expressly
acknowledged by each of us, PPC and MMMI hereby agree as follows:
1. Subsection
4(c) of the Letter Agreement is hereby deleted in its entirety and the
following
is substituted therefore:
|
"(c)
|
paying
to Optionor an aggregate US$290,000 and CAD$3,969.20, as
follows:
|
|
(i)
|
US$40,000
on the earlier of PAD and the date that is 60 days after the
date of
execution of this Letter Agreement;
|
|
(ii)
|
US$50,000
on each of the PAD, the sixth month anniversary of the PAD and
the second,
third and fourth year anniversaries of the PAD;
and
|
|
(iii)
|
CAD$3,969.20
on May 23, 2006;"
|
2. Section
11 of the Letter Agreement is hereby deleted in its entirety and the following
is substituted therefore:
|
"11.
|
(a)
|
The
Optionee shall have completed a financing (the "Financing") on
or by
September 1, 2006 consisting of up to 3,555,000 common shares
of the
Optionee at a minimum price of US$0.50 per share by way of an
equity
private placement to raise gross proceeds of a minimum of
US$1,777,500.
|
|
(b)
|
The
Optionee's common shares shall be quoted on the OTC Bulletin
Board or the
pink sheets (the "Listing") on or by September 1, 2006. For greater
certainty, in the event the Optionee's interest in this Letter
Agreement,
the Option Agreement and the Claims is assigned by the Optionee,
Patriot
Power Corp. agrees that Patriot Power Corp.'s common shares shall
be
quoted on the OTC Bulletin Board or the pink sheets on or by
September 1,
2006
|
|
(c)
|
In
the event either the Financing or the Listing, or both, does
not occur on
or by September 1, 2006, then the Letter Agreement may be terminated
at
the option of the Optionor."
|
3. The
foregoing amendments to the Letter Agreement shall be deemed to be effective
as
of and from February 28, 2006.
4. Any
terms
and expressions used herein but not expressly defined herein shall have
the same
meanings as set out in the Letter Agreement.
5. Subject
to the foregoing amendments to the Letter Agreement, the parties hereto
hereby
ratify and confirm the Letter Agreement and agree to be bound by the terms
thereof as amended hereby.
Please
indicate your agreement with the amendments to the Letter Agreement set
forth
herein by signing and returning this amending letter to the
undersigned.
Yours
sincerely,
| PATRIOT POWER CORP. | |||
| Per :/s/ “Xxxxxx X. Atlas” | |||
|
Name: Xxxxxx X. Atlas |
|||
| Title: President |
ACKNOWLEDGED
AND ACCEPTED
BY
XXXXXX-MAY MINERALS, INC.
this
day of ,
2006.
Per:
s/
“E.
Xxxxx Xxxxxxxx”
E.
Xxxxx
Xxxxxxxx
Patriot
Power Corp.
000
-
Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx, 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
THIRD
AMENDING LETTER AGREEMENT
March
1,
2007
XXXXXX-MAY
MINERALS, INC.
000
X.
Xxxxx Xxxx
Xxxx,
Xxxxxx
00000
Facsimile:
(775) 323 - 3699
Attention:
E. Xxxxx Xxxxxxxx, President
Dear
Sirs:
Re:
Letter Agreement
We
refer
to that certain letter agreement dated November 2, 2005, as amended by
an
amending letter agreement dated January 20, 2006 and by a second amending
letter
agreement dated May 23, 2006, made between Patriot Power Corp. (“PPC”) and
Xxxxxx-May Minerals, Inc. (“MMMI”), (the “Letter Agreement”) in respect of the
“Claims” (as that term is defined in the Letter Agreement) and to our mutual
agreement to amend the Letter Agreement as hereinafter provided.
For
valuable consideration, the receipt and sufficiency of which are expressly
acknowledged by each of us, PPC and MMMI hereby agree as follows:
1. Section
11 of the Letter Agreement is hereby deleted in its entirety and the following
is substituted therefore:
“11. (a) The
Optionee’s common shares shall be publicly traded (the “Listing”) on or before
November 1, 2007. For greater certainty, in the event the Optionee’s interest in
this Letter Agreement, the Option Agreement and the Claims is assigned
by the
Optionee, Patriot Power Corp. agrees that Patriot Power Corp.’s common shares
shall be publicly traded on or before November 1, 2007.
| (b) |
In
the event the Listing does not occur on or before November 1, 2007,
then
the Optionee shall pay the Optionor
US$500,000.”
|
2. The
foregoing amendments to the Letter Agreement shall be deemed to be effective
as
of and from February 28, 2006.
3. Any
terms
and expressions used herein but not expressly defined herein shall have
the same
meanings as set out in the Letter Agreement.
4. Subject
to the foregoing amendments to the Letter Agreement, the parties hereto
hereby
ratify and confirm the Letter Agreement and agree to be bound to the terms
thereof as amended hereby.
Please
indicate your agreement with the amendments to the Letter Agreement set
forth
herein by signing and returning this amending letter to the
undersigned.
Yours
Sincerely,
| PATRIOT POWER CORP. | |||
| Per: /s/ Xxx X. Atlas | |||
|
Name: Xxx Atlas |
|||
| Title: President |
ACKNOWLEDGED
AND ACCEPTED
BY
XXXXXX-MAY MINERALS, INC.
This day
of March, 2007.
Per: /S/
E.
Xxxxx Xxxxxxxx
E. Xxxxx Xxxxxxxx, President
