ASSET PURCHASE AGREEMENT
Exhibit
10.3
THIS
AGREEMENT (the “Agreement”) is made as of this 15th
day of
September, 2006
BETWEEN:
PACIFIC
COPPER CORP.,
a
company incorporated under the laws of the State of Delaware
(hereinafter
referred to as the “Purchaser”)
AND:
The
Parties listed on Schedule A
(hereinafter
collectively referred to as the “Vendors”)
AND:
MULTI
METALS MINING CORP.,
a
company incorporated under the laws
of
the State of Nevada
(hereinafter
referred to as the “Trustee”)
WHEREAS
the Purchaser wishes to purchase certain mineral claims (the “Claims”) in the
County of Okanogan, State of Washington, from the Vendors;
WHEREAS
the Vendors are prepared to sell Claims to the Purchaser;
WHEREAS
the Trustee is the registered owner of the Claims being held in trust for the
Vendors.
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and subject to the terms and conditions hereafter set out, the parties
hereto agree as follows:
1
| 1. |
PURCHASE
AND SALE
|
1.01 The
Vendors hereby sells and transfers to the Purchaser, and the Purchaser hereby
buys and accepts from the Vendors, all of the Vendor’s right, title and interest
in and to the Claims in consideration of the sum of $500,000.00 Dollars, payable
in 5,000,000 common shares in the capital of the Purchaser (the “Shares”),
to be
paid and delivered to the Vendors on closing, in accordance with the number
of
shares listed opposite their names on Schedule A.
| 2. |
CLOSING
DATE
|
2.01 In
this
Agreement, “Closing
Date”
means
October 16, 2006, or such other date as may be agreed to by the parties
hereto.
| 3. |
TRANSFER
OF TITLE
|
3.01 On
the
Closing Date, the Trustee shall deliver to the Purchaser a recordable Bills
of
Sale or other applicable conveyancing documentation sufficient to affect the
transfer of a 100% interest in and to the Claims to the Purchaser. Vendors
and
the Trustee agree to execute such further documentation as may be necessary
or
desirable to evidence such transfer of title and/or to record such transfer
in
appropriate registries, at the request of Purchaser.
| 4. |
RIGHT
OF ENTRY
|
4.01 The
Purchaser, its servants, agents and workmen and any persons duly authorized
by
the Purchaser following execution of this Agreement, shall have the exclusive
right to enter upon and take possession of and prospect, explore and develop
the
Claims in such manner as the Purchaser in its sole discretion may deem
advisable.
| 5. |
REPRESENTATIONS
AND WARRANTIES OF THE VENDORS
|
5.01 The
Vendors hereby represent and warrant to the Purchaser that:
| (a) |
they
have the power and authority to enter into this Agreement and the
corporations included among the Vendors are in good standing under
the
laws of the jurisdiction in which they are
incorporated;
|
2
| (b) |
immediately
prior to the closing of this Agreement they are the beneficial owner,
and
the Trustee is the recorded title owner, of a 100% interest in and
to the
Claims and the Claims are not subject to any liens or encumbrances
of any
kind whatsoever;
|
| (c) |
the
Claims have been validly located and are now duly recorded and in
good
standing substantially in accordance with the laws in effect in the
jurisdiction in which they are
situated;
|
| (d) |
the
entering into this Agreement does not conflict with any applicable
law nor
does it conflict with, or result in a breach of or accelerate the
performance required by, any contract or other commitment to which
they
are a party or by which they are
bound;
|
| (e) |
they
have the exclusive right to enter into this Agreement and all necessary
authority to assign to the Purchaser all of their right, title and
interest in and to the Claims in accordance with the terms and conditions
of this Agreement;
|
| (f) |
the
Claims are free and clear of all liens and encumbrances and are in
good
standing with the United States Department of the Interior - Bureau
of
Land Management until August 31,
2007;
|
| (g) |
there
are no outstanding or, to the best of the Vendor’s information, knowledge
and belief, proposed, threatened or contemplated actions or suits
which,
if successful, would or could affect the market value or ownership
of the
Claims or any portion thereof;
|
| (h) |
conditions
on and relating to the Claims are in compliance with all applicable
laws,
regulations and orders relating to environmental matters, including,
but
not limited to, waste disposal and storage and Vendors are not aware
of
any conditions with respect to the Claims that could give rise to
environmental claims that would impair the Purchaser’s development of the
Claims;
|
3
| (i) |
there
are no reclamation liabilities to be carried out in the future,
outstanding work orders or actions required to be taken relating
to the
Claims or the condition of the Claims, or any operations that have
been
carried out thereon;
|
| (j) |
on
the Closing Date the Vendors will deliver to the Purchaser copies
of all
reports, maps and other documents and or materials relating to the
Claims
in the Vendor’s possession;
|
| (k) |
the
Vendors have been informed as to, and are familiar with, the business
activities of the Purchaser and its affiliates, and has had an opportunity
and proceeded, or waived the opportunity, to (i) review the books
and
records of the Purchaser and its affiliates and to ask questions
of, and
receive answers from, appropriate representatives of the Purchaser
and its
affiliates concerning the Purchaser and its affiliates and the terms
and
conditions of this Agreement, and (ii) obtain and review all additional
information relating to the history and proposed business plan of
the
Purchaser and its affiliates that it deems
necessary;
|
| (l) |
the
Vendors fully understand that the Shares have not been registered
under
the Securities Act of 1933 as amended (the “Securities Act”) in reliance
upon exemptions therefrom, and, accordingly, to the extent that it
is not
supplied with the information which would have been contained in
a
registration statement filed under the Securities Act, it must rely
on its
own access to such information;
|
| (m) |
the
Vendors have had an opportunity to obtain and have obtained a general
and
complete understanding satisfactory to it of the Purchaser, its affiliates
and their services, potential assets, finances, and manner of doing
business sufficient to permit it to evaluate (i) the Purchaser and
its
prospects and (ii) the risks and merits of accepting the Shares in
payment
for the Claims;
|
4
| (n) |
the
Vendors (i) recognize that accepting the Shares involves risk, (ii)
have
carefully considered whether accepting he Shares is appropriate,
and (iii)
have obtained such individual financial, tax and legal advice as
they deem
necessary or appropriate to fully understand the risks involved and
to
evaluate accepting the Shares;
|
| (o) |
the
Vendors recognize that they must bear the economic risk involved
in
accepting the Shares for an indefinite period of time because, among
other
reasons, the Shares have not been registered under the Securities
Act and
therefore cannot be sold, pledged, assigned or otherwise disposed
of
unless (i) they are subsequently registered under the Securities
Act or
(ii) an exemption from such registration is available and an opinion
of
counsel acceptable to the Purchaser that the transfer is not in violation
of any federal securities act or state securities law is provided
to the
Purchaser;
|
| (p) |
the
Vendors recognize that there is no current market for the Shares;
that
there can be no assurances that such a market will exist any time
in the
future and accordingly they may not be able to sell or dispose of
any of
the Shares even if they hold them for a number of years; that their
right
to transfer the Shares will be restricted by federal and state securities
laws and a legend to this effect will be placed on the certificates
representing the Shares and that such laws impose strict limitations
upon
such transfer; and the Purchaser is under no obligation in connection
with
the subsequent transfer thereof by them or to aid them in obtaining
an
exemption from such registration;
|
| (q) |
the
Vendors acknowledge that the Share certificate representing the purchase
price shall be legended with a legend substantially in the following
form:
|
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER ANY APPLICABLE
STATE
SECURITIES LAWS OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IN ANY MANNER WHICH IS IN VIOLATION OF THE
FOREGOING LIMITATIONS IS INVALID AND THE COMPANY WILL NOT TRANSFER SUCH
INVALIDLY TRANSFERRED SECURITY ON THE BOOKS OF THE COMPANY.
5
| (r) |
At
Closing Vendors will be deemed to have instructed and authorized
the
Trustee to convey title to the Claims to the
Purchaser.
|
5.02 The
representations and warranties hereinbefore set out are conditions upon which
the Purchaser has relied in entering into this Agreement and shall survive
the
Closing Date by a period of 24 months, except that the representation and
warranty of Vendors pursuant to Sections 5.01 (b), (c), (d), (e) and (f) shall
survive indefinitely. The Vendors hereby indemnify and save the Purchaser
harmless from all loss, damage, costs, actions and suits arising out of or
in
connection with any breach of any representation or warranty made by it and
contained in this Agreement.
| 6. |
REPRESENTATIONS
AND WARRANTIES OF THE
TRUSTEE
|
6.01 The
Trustee represents and warrants to the Purchaser and the Vendors
that:
|
(a)
|
it
has full corporate power and authority to enter into this Agreement
and
the entering into of this Agreement does not conflict with any applicable
laws or with its charter documents nor does it conflict with, or
result in
a breach of, or accelerate the performance required by any contract
or
other commitment to which it is party or by which it is
bound;
|
|
(b)
|
it
has no beneficial interest in the Claims and acts only as a trustee
holding title for the Vendors;
|
6
|
(c)
|
the
Claims have been validly located and are now duly recorded and in
good
standing substantially in accordance with the laws in effect in the
jurisdiction in which they are
situated;
|
| (d) |
the
entering into this Agreement does not conflict with any applicable
law nor
does it conflict with, or result in a breach of or accelerate the
performance required by, any contract or other commitment to which
it is a
party or by which they are bound;
|
| (e) |
it
has the right to enter into this Agreement and, with instruction
and
consent of the Vendors which is given by this Agreement, all necessary
authority to assign to the Purchaser all of their right, title and
interest in and to the Claims in accordance with the terms and conditions
of this Agreement;
|
| (f) |
the
Claims are free and clear of all liens and encumbrances and are in
good
standing with sustaining fees paid to August 31,
2007;
|
| (g) |
there
are no outstanding or, to the best of the Trustee’s information, knowledge
and belief, proposed, threatened or contemplated actions or suits
which,
if successful, would or could affect the market value or ownership
of the
Claims or any portion thereof;
|
| (h) |
conditions
on and relating to the Claims are in compliance with all applicable
laws,
regulations and orders relating to environmental matters, including,
but
not limited to, waste disposal and storage and Trustee are not aware
of
any conditions with respect to the Claims that could give rise to
environmental claims that would impair the Purchaser’s development of the
Claims;
|
| (i) |
to
the best of the Trustee’s knowledge, there are no reclamation liabilities
to be carried out in the future, outstanding work orders or actions
required to be taken relating to the condition of the Claims, or
any
operations that have been carried out
thereon.
|
7
6.02 The
representations and warranties hereinbefore set out are conditions upon which
the Vendors and the Purchaser have relied on entering into this Agreement and
shall survive the Closing Date. The Trustee hereby indemnifies and saves the
Vendors and the Purchaser harmless from all loss, damage, costs, actions and
suits arising out of or in connection with any breach of any representation
or
warranty made by it and contained in this Agreement.
| 7. |
REPRESENTATIONS
AND WARRANTIES OF THE
PURCHASER
|
7.01 The
Purchaser represents and warrants to the Vendors that:
|
(a)
|
it
has full corporate power and authority to enter into this Agreement
and
the entering into of this Agreement does not conflict with any applicable
laws or with its charter documents nor does it conflict with, or
result in
a breach of, or accelerate the performance required by any contract
or
other commitment to which it is party or by which it is
bound;
|
|
(b)
|
the
shares to be delivered to the Vendors upon the Closing Date will
be duly
and validly authorized and issued and
non-assessable.
|
7.02 The
representations and warranties hereinbefore set out are conditions upon which
the Vendors and the Trustee have relied on entering into this Agreement and
shall survive the Closing Date. The Purchaser hereby indemnifies and saves
the
Vendors and the Trustee harmless from all loss, damage, costs, actions and
suits
arising out of or in connection with any breach of any representation or
warranty made by it and contained in this Agreement.
| 8. |
INDEPENDENT
ACTIVITIES
|
8.01 No
joint
venture is created by this Agreement. Except as expressly provided herein,
each
party shall have the free and unrestricted right to independently engage in
and
receive the full benefit of any and all business endeavours of any sort
whatsoever, whether or not competitive with the endeavours contemplated herein
without consulting the other or inviting or allowing the other to participate
therein. No party shall be under any fiduciary or other duty to the other which
will prevent it from engaging in or enjoying the benefits of competing
endeavours within the general scope of the endeavours contemplated herein.
The
legal doctrines of "corporate opportunity" sometimes applied to persons engaged
in a joint venture or having fiduciary status shall not apply in the case of
any
party. In particular, without limiting the foregoing, no party shall have an
obligation to any other party as to:
|
(a)
|
any
opportunity to acquire, explore and develop any mining property,
interest
or right presently owned by it or offered to it outside of the Claims
at
any time; and
|
8
|
(b)
|
the
erection of any mining plant, mill, smelter or refinery, whether
or not
such mining plant, mill, smelter or refinery treats ores or concentrates
from the Claims.
|
| 9. |
CONFIDENTIALITY
OF INFORMATION
|
9.01 The
parties hereto shall, subject to the exceptions set out hereinafter, treat
all
data, reports, records and other information relating to this agreement and
the
Claims as confidential. While this Agreement is in effect and prior to closing,
no party hereto shall, without the express written consent of the other,
disclose to any third party any information concerning the results of the
operations hereunder nor issue any press releases concerning this Agreement
or
its exploration operations except where such disclosure is mandatory under
the
law or is deemed necessary by the disclosing party's counsel for the
satisfaction by the disclosing party of its obligations under applicable
securities law, and the disclosing party has, prior to the public disclosure,
given the non-disclosing parties a draft copy of the disclosure.
| 10. |
ARBITRATION
|
10.01 Any
controversy between the parties hereto involving any claim arising out of or
relating to this Agreement, will be submitted to and be settled by final and
binding arbitration in Las Vegas, Nevada, in accordance with the then current
Commercial Arbitration Rules of the American Arbitration Association (the
“AAA”), and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. Such arbitration shall be conducted
by
three (3) arbitrators chosen by the Vendors, the Trustees and the Purchaser,
or
failing such agreement, an arbitrator experienced in the sale of similar mineral
assets appointed by the AAA. There shall be limited discovery prior to the
arbitration hearing as follows: (a) exchange of witness lists and copies of
documentary evidence and documents relating to or arising out of the issues
to
be arbitrated, (b) depositions of all party witnesses, and (c) such other
depositions as may be allowed by the arbitrators upon a showing of good cause.
Depositions shall be conducted in accordance with the Nevada Code of Civil
Procedure, the arbitrator(s) shall be required to provide in writing to the
parties the basis for the award or order of such arbitrator(s), and a court
reporter shall record all hearings, with such record constituting the official
transcript of such proceedings.
9
| 11. |
NOTICES
|
11.01 Any
notice, election, consent or other writing required or permitted to be given
hereunder shall be deemed to be sufficiently given if delivered or if mailed
by
registered air mail or by fax, addressed as follows:
In
the
case of the Vendors:
As
per Schedule A
attached
hereto
In
the
case of the Purchaser:
0000
Xxxxx Xxxx Xxxx., Xxxxx 00X
Xxxxxxxx,
Xxxxxxx
Xxxxxx
X0X 0X0
Fax
#000-000-0000
Attention:
Xxxxxxxx Xxxxxx
In
the
case of the Trustee:
Multi
Metal Mining Corp.
0000
X,
Xxxxxxx Xxxx, Xxxxx 0
Xxx
Xxxxx, Xxxxxx
XXX
00000-0000
Attention:
Xxxxx Xxxxxx
and
any
such notice given as aforesaid shall be deemed to have been given to the parties
hereto if delivered, when delivered, or if mailed, on the tenth business day
following the date of mailing, or, if faxed, on the next succeeding day
following the faxing thereof PROVIDED HOWEVER that during the period of any
postal interruption in either the country of mailing or the country of delivery,
any notice given hereunder by mail shall be deemed to have been given only
as of
the date of actual delivery of the same. Any party may from time to time by
notice in writing change its address for the purpose of this
paragraph.
10
| 12. |
GENERAL
TERMS AND CONDITIONS
|
12.01 The
parties hereto hereby covenant and agree that they will execute such further
agreements, conveyances and assurances as may be requisite, or which counsel
for
the parties may deem necessary to effectually carry out the intent of this
Agreement.
12.02 This
Agreement shall represent the entire understanding between the parties with
respect to the Claims. No representations or inducements have been made save
as
herein set forth. No changes, alterations, or modifications of this Agreement
shall be binding upon any party until and unless an amendment to this Agreement
or a memorandum in writing to such effect shall have been signed by all parties
hereto.
12.03 The
titles to the articles to this Agreement shall not be deemed to form part of
this Agreement but shall be regarded as having been used for convenience of
reference only.
12.04 The
Schedules to this Agreement shall be construed with and as an integral part
of
this Agreement to the same extent as if they were set forth verbatim
herein.
12.05 This
Agreement shall be governed by and interpreted in accordance with the laws
in
effect in the State of Delaware.
12.06 This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
12.07 This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
11
12.08 Time
shall be of the essence of this Agreement.
IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the
day and year first above written.
| PACIFIC COPPER CORP. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxxx | |
|
Its: President |
||
| /s/ W. G. Xxxxxxx | ||
|
Xxxxxxx (Xxxx)
Xxxxxxx
|
||
| /s/ Xxxxx Xxxxxx | ||
|
Xxxxx Xxxxxx
|
||
| /s/ Xxxxxxxx X. Xxxxx | ||
|
Xxxxxxxx
Xxxxxxxx Xxxxx
|
||
| Agosto Corporation Limited | ||
| |
|
|
| By: | /s/ Dr. T. Xxxxxx Xxxxxx | |
|
Its:
|
Director |
|
| American General Holdings Inc. | ||
| By: | /s/ Xxxxxxxx Xxxxx Xxxxx xx Xxxx | |
|
Its:
|
President |
|
| Xxxxxxx Household Corp. | ||
| By: | /s/ Xxxxxx Xxxx Xxxxxxxx | |
|
Its:
|
President |
|
| Xxxxx International Corp. | ||
| By: | /s/ Xxxxxx Xxxxxxx Xxxxxx | |
|
Its:
|
Sole Director |
|
| MULTI METAL MINING CORP. | ||
| By: | /s/ Xxxxx Xxxxxx | |
|
Its:
|
President |
|
12
SCHEDULE
A
|
#
of Shares
|
||
|
Xxxxxxx
(Xxxx) Timmins
|
500,000
|
|
|
#0
- 000 Xxxxxxxxx Xx.
|
||
|
Xxxxxxx,
X.X. X0X 0X0
|
||
|
Xxxxx
Xxxxxx
|
850,000
|
|
|
000,
0xx
Xx. X., #000
|
||
|
Xxxxx
Xxxxxxxxx, X.X. X0X 0X0
|
||
|
Xxxxxxxx
Xxxxxxxx Xxxxx
|
150,000
|
|
|
0000
Xxxxxx Xx.
|
||
|
Xxxxxxx,
X.X. X0X 0X0
|
||
|
Agosto
Corporation Limited
|
1,500,000
|
|
|
Xxxxxxxxx
X. Xxxxxxxxxxx Building
|
||
|
P.
O. Box 144 Road Town, Tortola
|
||
|
British
Virgin Islands
|
||
|
American
General Holdings Inc.
|
800,000
|
|
|
00
Xxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx
|
||
|
Xxxxxx,
Xxxxxxxx of Panama
|
||
|
Xxxxxxx
Household Corp
|
400,000
|
|
|
00
Xxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx
|
||
|
Xxxxxx,
Xxxxxxxx of Panama
|
||
|
Xxxxx
International Corp
|
800,000
|
|
|
The
Belize Bank Limited
|
||
|
00
Xxxxxx Xxxxxx
|
||
|
X.
X. Xxx 000
|
||
|
Xxxxxx
Xxxx, Xxxxxx
|
13
SCHEDULE
B
THE
“CLAIMS”
|
Claim
Name
|
Claim
Number
|
|
|
Fawn
1 - 36
|
3095085
to
3095120
|
|
|
CU
1 - 42
|
3095121
to
3095162
|
14
