SALE AND PURCHASE AGREEMENT
THIS AGREEMENT made effective as of the 12 day of February, 2007.
AMONG:
ALMADEN MINERALS LTD., a company having its office at #1103, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
(hereinafter referred to as “Almaden”)
OF THE FIRST PART
AND:
COMAPLEX MINERALS CORP., a company, having its office at Xxxxx 000, 0000 Xxxxxx Xxxxxx X.X. Xxxxxxx Xxxxxxx, X0X 0X0
(hereinafter referred to as “Comaplex”)
OF THE SECOND PART
WHEREAS:
A.
Pursuant to the terms of an Option Agreement dated January 16, 2003 (“Option “) Comaplex earned a 60% undivided interest in the Property described in Schedule “A” to this Agreement (the Property”) ;
B.
Pursuant to the Option a Joint Venture Agreement was entered into dated 15th December 2006 (“Joint Venture”) ;
C.
Comaplex has agree to sell and quit claim to Almaden all of its interest under the Option and the Joint Venture (all such rights and interests and all interest in the Property and assets covered by the Option and Joint Venture being herein referred to as the “Comaplex Interest”)
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained the parties hereto mutually agree as follows:
1.
SALE AND QUIT CLAIM
Comaplex hereby sells, transfers, assigns and quit claims the Comaplex Interest to Almaden for a full price or consideration of $ 1,250,000 payable on the execution of this Agreement.
2.
COMAPLEX COVENANTS
Comaplex covenants with Almaden that is empowered to enter into this Agreement and that it has made no assignment of the Comaplex Interest other than that effected by this Agreement and that it has done no act whereby the Comaplex Interest has in any manner become impaired or encumbered.
3.
FURTHER ASSURANCES
The Participants will execute such further and other documents and do such further and other things as may be necessary or convenient to carry out and give effect to the intent of this Agreement. Without limiting the generality of the foregoing Comaplex shall execute and deliver such documentation as may be required to remove the registration of any interest of Comaplex in the Property.
4.
MANNER OF PAYMENT
All references to monies hereunder shall be in United States funds. Payment shall be made by cheque, wire transfer, or draft.
5.
ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the Participants and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written.
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“Xxxxx Xxxxxxxx” Authorized Signatory |
| COMAPLEX MINERALS CORP. “Xxxx Xxxxx” Authorized Signatory |
THIS IS SCHEDULE “A” TO THE AGREEMENT MADE AS OF FEBRUARY, 2007
BETWEEN ALMADEN MINERALS LTD. AND COMAPLEX MINERALS CORP.
The Property
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| AREA | INITIAL | EXP. |
CLAIM | TYPE | TITLE | FILE NO. | HECTARES | DATE | DATE |
CABALLO XXXXXX | EXPLOIT. | 216694 | 5/1.3/00478 | 600.0000 | 17-May-02 | 16-May-52 |
RED. CABALLO XXXXXX II | EXPLOIT. | 224414 | 5/2/00021 | 504.8125 | 04-May-05 | 13-Jun-52 |
CABALLO XXXXXX III | EXPLOIT. | 218457 | 5/1/0667 | 1145.0000 | 00-Xxx-00 | 00-Xxx-00 |
XXXXXXX XXXXXX IV | EXPLOIT. | 218176 | 5/1/0668 | 1634.0000 | 11-Oct-02 | 10-Oct-52 |
CABALLO XXXXXX V | EXPLOIT. | 218955 | 5/1/0674 | 450.0000 | 28-Jan-03 | 27-Jan-53 |
RED. CABALLO XXXXXX VI | EXPLOIT. | 224415 | 5/2/00022 | 1014.1711 | 04-May-05 | 27-May-54 |
XXXXX NEGRA FRACCIÓN 2 | EXPLOIT. | 221152 | 5/1/716 | 65.9717 | 00-Xxx-00 | 00-Xxx-00 |
XXXXX XXXXX XXXXXXXX 0 | XXXXXXX. | 000000 | 5/1/717 | 1061.7484 | 03-Feb-04 | 02-Feb-54 |
RED. XXXXX NEGRA FRACCIÓN 4 | EXPLOIT. | 224416 | 5/2/23 | 25.1461 | 04-May-05 | 02-Dec-53 |
CABALLO XXXXXX VII | EXPLOR. | 223282 | 108/70 | 231.7764 | 00-Xxx-00 | 00-Xxx-00 |
XXXXXXX XXXXXX VIII | EXPLOR. | 223360 | 108/72 | 965.8118 | 03-Dec-04 | 02-Dec-54 |
CABALLO XXXXXX VIII | APPLICATION | PENDING | 108/102 | *12802.0000 |
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* NOTE: CABALLO XXXXXX IX WAS JUST STAKED AND ITS SURVEY IS PENDING, SO THE FINAL AREA TO BE TITLED IS SUBJECT TO THE SURVEY.
