Patriot Power Corp. Carson City, N.V. 89706 Re: Letter of Agreement and Joint Venture Agreement between Rodinia Minerals Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition of an interest in 209 unpatented lode claims and the...
November
2nd, 2005
000
Xxxx Xxxx Xxxxxx
Carson
City, N.V. 89706
Re:
Letter of Agreement and Joint Venture Agreement between Rodinia Minerals
Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition
of an
interest in 209 unpatented lode claims and the operation of a Joint Venture
in
those 209 claims and 21 claims acquirable under option by
Patriot.
Whereas:
Patriot
is the holder of an option to acquire a 100% interest in 21 unpatented
lode
mining claims located in Gila County, Arizona U.S.A (the "Lake Property")
granted by a Letter Agreement dated November 2, 2005 between Patriot
and
Xxxxxx-May Minerals, Inc. (the" Lake Option") a copy of which is attached
hereto
as Schedule "A";
Rodinia
is the beneficial holder of 209 unpatented lode mining claims (the "209
Property") which essentially surrounds the Lake Property, particulars
of which
are attached as Schedule
This
letter sets forth the principal terms and conditions upon which Patriot
will
acquire an option to earn a sixty percent (60%) interest in the 209 Property
by
the due exercise by Patriot of the Lake Option , and thereafter Xxxxxxx
and
Patriot will participate as a joint venture, for the purpose of further
exploration and other related work on the Lake Property and the 209 Property
in
each of which properties Xxxxxxx will have a 40% interest and Patriot
will have
a 60% interest.
This
letter when signed constitutes a binding agreement between Patriot and
Xxxxxxx
provided always that either party may require a more formal agreement
embodying
the terms hereof and any other terms as may be mutually agreed
upon.
1.
Patriot represents and warrants to Rodinia that it is the sole and beneficial
holder of the Lake Option.and that the terms of the Lake Option are as
described
in Schedule "B" to this Letter Agreement and that there has been no amendment
to
such terms. Patriot further represents and warrants to Rodinia that the
Lake
Option is valid and subsisting and that it has done no act whereby the
Lake
Option has in any manner become impaired or encumbered, and that to the
best of
Patriot's knowledge there are no adverse claims or challenges to Patriot's
interest in the Lake Property or the Lake Option has not assigned, or
promised
to assign the Lake Property or the Lake Option or any rights which derive
therefrom and has not acquired, with respect to third parties, any obligation
whatsoever which would prevent Patriot from entering into this Letter
Agreement.
2. Xxxxxxx
represents and warrants to Patriot that it is the sole beneficial holder
of the
209 Claims and that each of the claims comprising the 209 Claims is valid
and
subsisting and that it has done not act or failed to do any act whereby
the 209
Claims have become impaired or encumbered and has not assigned, or promised
to
assign the 209 Claims and has not acquired, with respect to third parties,
any
obligation whatsoever which would prevent Rodinia from entering into
this Letter
Agreement.
3. During
the term of the Lake Option Rodinia hereby grants to Patriot the sole
and
exclusive right and option to acquire a 60% undivided interest in the
209 Claims
(the "209 Option") which option shall be exerciseable by the exercise
by Patriot
of the Lake Option. In the event the Lake Option lapses through non-exercise
or
is terminated, the option hereby granted to acquire and interest in the
209
Claims shall automatically terminate concurrently and by reason of such
lapse or
termination .
4. Upon
the
exercise of the Lake Option Patriot shall assign to Rodinia a 40% interest
in
the Lake Property and shall thereby be deemed to have earned an undivided
60%
interest in the 209 Claims and thereafter all operations conducted on
the
property consisting of an aggregate of the 209 Claims and the Lake Claims
shall
be on a joint venture basis in which Patriot shall have a 60% interest
and
Rodinia shall have a 40 % interest. in accordance with such joint venture
terms
as
they may agree upon or, in the absence of such an agreement being made,
on such
terms
as may
be set by an arbitrator appointed pursuant to the terms of this Letter
Agreement.
5
Except as otherwise provided in this Agreement, until
the
209
Claim Option is exercised or terminated in accordance with the terms
of this
Agreement, the Optionee, its servants and agents shall have the sole
and
exclusive
right and
obligation to:
(a) enter
in,
under or upon the 209 Claims and conduct exploration programs thereon
and to do
sufficient work or make payment in lieu thereof, if permitted by Nevada
mining
laws in an amount sufficient to maintain the 209 Claims in good standing
during
the term of 209 Option and keep and maintain records in respect of such
programs
as are reasonable and customary in the U.S. mining industry ; ;
(b) exclusive
and quiet possession of the 209 Claims;
(c) pay
or
cause to be paid all workers and wage earners employed by it or its contractors
on the 209 Claims and all suppliers for materials purchased in connection
therewith;
(d) carry
out
all work on the 209 Claims in a good and workmanlike manner, in accordance
with
sound mining and engineering practices and in accordance with all applicable
laws;
(e) acquire
and maintain in good standing any and all
regulatory
approvals in connection with work programs carried out on the 209 Claims
by, on
behalf of, or under the direction of Patriot
(f)
Upon the termination or expiry of the Option, other than as a result
of Patriot
exercising the Option and the establishment of the Joint Venture Patriot
will::
(a) deliver
to Rodonia copies of all information and data relating to the work programs
carried out on the 209 Claims by, on behalf of, or under the direction
of
Patriot ;
(b) cause
confirmation of such abandonment or termination to be registered on the
official
government records of the 209 Claims where any notice of an interest
of Patriot
has been entered; and
(c) perform
or undertake to perform all such reclamation, rehabilitation, restoration
and
abandonment work in respect of the 209 Claims as is necessary to ensure
that the
property is, upon its return to the care and control of Rodinia in compliance
with applicable laws (including, without limitation, applicable mining
and
environmental laws and regulations).
6. Information
concerning this letter agreement or any matters arising from or in connection
therewith
shall be treated as confidential by the parties and shall not be disclosed
by
any party to
any
other person (other than an affiliate or any legal, accounting, financial
or
other professional advisor of the disclosing party or its affiliate)
except as
permitted hereby without the prior written consent of the other parties,
such
consent not to be unreasonably withheld, except to the extent that such
disclosure may be necessary for observance of all applicable laws or
stock
exchange
requirements or for accomplishment of the purposes of this letter agreement.
A
copy of all
information disclosed by a party (whether or not requiring permission
pursuant
to this section)
shall be
given forthwith to the other parties.
7. Nothing
in this letter agreement shall restrict in any way the freedom of either
of the
parties, except with respect to its respective interest in the 209 Claims
or the
Lake Property, to conduct as it sees fit any business or activity whatsoever,
whether in competition with the Joint Venture or otherwise, including
the
exploration for, or the development, mining, production or marketing
of any
mineral, without any accountability to the other party.
8.
Nothing
in this letter agreement shall be deemed to constitute either party,
in
its
capacity
as a party to the Joint Venture, the partner, agent or legal representative
of
any other party to the Joint Venture or to create any fiduciary relationship
between them, for any purpose whatsoever.
9. If
the
Option Agreement is terminated prior to formation of the Joint Venture:
Patriot
shall have one (1) year to remove all
of
its
equipment from the 209 Claims and shall do so if requested by
Xxxxxxx.
10. Rodinia
will have access to the Lake Property and the 209 Claims (in the aggregate
referred to as the "Property")
at all reasonable times, at its own risk, provided
it
has given reasonable
advance notice of any proposed access to Patriot.. Rodonia shall in exercising
such access comply with Patriot's standard safety procedures. Rodonia
will also
have access to the dri11 core, and once prepared and reviewed by Xxxxxxx,
assay
results in respect of the Property.
11. Each
party
may
sell,
transfer, assign and convey this letter agreement, benefits and privileges
thereunder, to an affiliate of such party, provided such party delivers
to the
other party
notice
of
such assignment and provided that before such affiliate ceases to be
an
affiliate of such party, the interest assigned must be assigned back
to such
party.
12. Except
as
provided in section 11, neither party shall sell, assign, transfer or
otherwise
dispose of any part of its interest in the either property, except with
the
consent in writing of the other party first had and obtained.
13. Any
dispute, controversy or claim arising out of or relating to this letter
agreement, or the breach, termination or invalidity of same shall be
settled by
arbitration in accordance with the Arbitration Rules of Arbitration Centre
of
British Columbia in effect on the date of signing of this agreement.
The place
of arbitration shall be Vancouver, Canada .
14. For
purposes of this letter agreement:the term "affiliate" shall mean, as
to any
party, any person, partnership, joint venture, corporation or other form
of
enterprise which directly or indirectly controls, is controlled by or
is under
common control with that party, and for the purposes of this definition
"control" means possession, directly or indirectly, of the power to direct
or
cause the direction of management and policies through ownership of voting
securities, contract, voting trust or otherwise;
15. No
party
shall be liable to any other party hereto and no party shall be deemed
in
default hereunder for any failure to perform or delay in performing any
of its
covenants and agreements caused by or arising out of any event (a "force
majeure
event") beyond the reasonable control of such
party, excluding lack of funds but including, without limitation, lack
of rights
or permission
by
indigenous peoples groups to enter upon the Property to conduct exploration,
development and mining operations thereon, or war conditions, actual
or
potential, earthquake, fire, storm, flood, explosion, strike, labour
trouble,
accident, riot, unavoidable casualty, act of restraint, present
or future, of any lawful authority, act of God, protest or demonstrations
by
environmental
lobbyists or indigenous peoples groups, act of the public enemy, delays
in
transportation, breakdown of machinery, inability to obtain necessary
materials
in the open market or unavailability of equipment. No right of a party
shall be
affected for failure or delay of a party to perform any of its covenants
and
agreements hereunder if the failure or delay is caused by one of the
events
referred to above. All times provided for in this letter agreement shall
be
extended for the period commensurate with the period of delay and, so
far as
possible, the party affected shall take all reasonable steps to remedy
the cause
of the delay attributable to the events referred to above; provided,
however,
that nothing contained in this section shall require any party to settle
any
labour dispute, protest or demonstration, or to question or test the
validity of
any governmental order, regulation, or law or
claim
of
right by indigenous peoples groups. The party affected
shall give notice to the other party of the commencement and termination
of each
period
of force
majeure.
16. This
letter agreement shall enure to the benefit of and be binding upon the
parties
hereto and their respective successors and permitted assigns.
17. Each
party hereto shall promptly do and provide all acts and things and shall
promptly execute and deliver such deeds, bills of sale, assignments,
endorsements and instruments and
evidences
of transfer and other documents and shall give further assurances as
sha11 be
necessary or appropriate in connection with the performance of this letter
agreement.
Accepted
and agreed to this, 2nd day of Nov, 2005.
RODINIA
MINERALS IC.
Per:
Authorized
Signatory
PATRIOT
POWER CORP
Per:
Authorized
Signatory
