MINERAL PROPERTY OPTION AGREEMENT
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT is dated the 7th day of April 2005.
BETWEEN:
| Entourage Mining Ltd., a company
duly incorporated in the Province of British Columbia, having an
office at 614 – 000 Xxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 |
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(“Entourage”)
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OF THE FIRST PART |
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| AND: | |
| United Carina Resources Corp.,
a company duly incorporated in the Province of Saskatchewan, having an
office at Xxxxx 000-000 Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxxxxxx, X0X 0X0.
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(“United Carina”) |
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| OF THE SECOND PART |
WHEREAS
| A. | United Carina owns certain mineral property interests
(commonly referred to as the Hatchet Lake Property) located in the Athabaska
Basin, which mineral property interests are more particularly described
in Schedule “A” attached hereto which forms a material part
of this Agreement; and |
| B. | United Carina wishes to grant an option to Entourage
to acquire a twenty percent (20%) beneficial right, title and interest
in and to the Hatchet Lake Property (as hereinafter defined), and Entourage
wishes to acquire the same on the terms and conditions set forth herein.
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NOW THEREFORE THIS AGREEMENT WITNESSES the terms and conditions of our agreement whereby Entourage Mining Ltd. (“Entourage") will purchase a 20% beneficial right, title and interest in and to a prospective uranium property located in the Athabaska Basin area of Saskatchewan (the "Hatchet Lake Property" or the “Property”) (as more particularly described in Schedule “A” hereto) from United Carina Resources Corp.
In consideration of the sum of $10.00 paid by Entourage to United Carina, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, the parties hereto agree as follows:
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| 1. | GRANT OF OPTION |
| 1.1 | United Carina hereby grants to Entourage
the exclusive option to acquire an undivided 20% beneficial right, title
and interest in and to the Property in consideration of the following
payments and work commitments by Entourage: |
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| (a) | a cash payment, within ten (10) days of the execution
of this Agreement, of CDN $40,000 paid by Entourage to United Carina;
and |
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| (b) | a work commitment of CDN $100,000 by Entourage
to United Carina per annum for two years ($200,000 CDN total expenditures).
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| (subsections (a) and (b) above being hereinafter
collectively referred to as the “Option Exercise Price”).
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| 1.2 | Upon payment of the Option Exercise Price
in section 1.1 above, the Option will be deemed to have been exercised
by Entourage and United Carina agrees to make any and all efforts to register
the interest of Entourage in the Property. |
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| 2. | REPRESENTATIONS
AND WARRANTIES |
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| 2.1 | Entourage represents and warrants to United
Carina that: |
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| (a) | Entourage was duly incorporated under the laws of
the Province of British Columbia, is validly subsisting and in good standing
under the laws of the Province of British Columbia, and has all requisite
power and capacity to carry out its obligations under this Agreement;
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| (b) | the execution and delivery of this Agreement and
the performance by Entourage of its obligations hereunder does not and
will not conflict with, and does not and will not result in a breach of,
or constitute a default under, any of the terms of its incorporating documents
or any agreement or instrument to which Entourage is a party; |
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| (c) | this Agreement has been or will be authorized by
all necessary corporate action on the part of Entourage; |
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| (d) | Entourage is in good standing with the British Columbia
Securities Commission and all other regulatory and statutory bodies that
have jurisdiction over its affairs and will remain in good standing with
all relevant regulatory and statutory bodies from the term of this Agreement;
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| (e) | There are no actions, suits, proceedings or investigations
in progress, pending or, to the knowledge of Entourage and its directors
and officers, threatened, against or affecting Entourage, at law or in
equity, before any court, arbitrator, regulatory body or federal, provincial,
state, municipal or regional government or governmental authority, including
any department, commission, board, bureau, administrative agency or similar
body, domestic or foreign, which may materially adversely affect Entourage
or its financial condition or any other action taken or to be taken by
Entourage pursuant to or in connection with this Agreement; |
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| (f) | There is no adverse material information with respect
to Entourage that has not been generally disclosed; |
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| (g) | During the period between the execution of this
Agreement and Closing, the business affairs of Entourage will be conducted
in a commercially reasonable manner and all reasonably necessary efforts
shall be made to preserve intact the business of Entourage, its relationships
with third parties, and the services of its existing officers, employees,
and directors. |
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| 2.2 | United Carina represents and warrants
to Entourage that: |
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| (a) | United Carina beneficially owns any and all rights
to the Property including registered title as the original xxxxxx with
the Province of Saskatchewan free and clear of all liens, charges and
encumbrances; |
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| (b) | entering into this Agreement does not and will not
conflict with, and does not and will not result in a breach of, any agreement
or instrument to which United Carina is a party; |
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| (c) | United Carina has due and sufficient right and authority
to enter into this Agreement in accordance with this Agreement, and this
Agreement has been or will be authorized by all necessary action on the
part of United Carina; |
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| (d) | the first and second years exploration on
the Property will call for a budget of Cdn $1,250.000(which amounts
will be spent). |
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| (e) | United Carina will act as Operator of the Property
during the term of this Agreement and will carry out its work and obligations
as Operator in a workmanlike fashion, in accordance with industry standards
including industry standards for any remedial or environmental or reclamation
work to be completed on the Property. |
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| 2.3 | United Carina represents and warrants
to Entourage that there are no outstanding agreements or options to acquire
or purchase any interest in the Property, and no person has any royalty
or other interest whatsoever in the Property (save and except that which
is created in this Agreement and that which vests in United Carina itself). |
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| 2.4 | It will seek and obtain any and all necessary
approvals to this Agreement from the TSX-Venture Exchange. |
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| 3 | COVENANTS OF ENTOURAGE | ||
| 3.1 | Entourage covenants and agrees with United Carina that: | ||
| (a) | Entourage will ensure that any disclosure documents will constitute full, true and | ||
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| plain disclosure of all material facts relating
to Entourage and to the Shares issuable upon Closing as required under
applicable securities laws; and |
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| (b) | Entourage will maintain its status as a reporting
issuer under the securities laws of British Columbia and will continue
to be in compliance with its obligations under section 85 of the Securities
Act (British Columbia) and the Rules thereunder without default under
such provisions from the date hereof up to and including six months after
the Closing. |
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| 4. |
PAYMENT
OF FUNDS TO UNITED CARINA |
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| 4.1 | The annual payments of $100,000 will
be made on a quarterly basis at $25,000 per quarter with the first
payment to be made June 30, 2005 and payments to be made in each successive
quarter for the term of this Agreement. |
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| 5. |
CONDITIONS
TO THE OBLIGATIONS OF ENTOURAGE |
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| 5.1 | The obligations of Entourage herein are
expressly subject to satisfactory due diligence investigations of United
Carina and the Property to be completed on or before April 7, 2005. |
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| 6. |
RIGHTS AND
OBLIGATIONS OF THE PARTIES |
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| 6.1 | Upon execution of this Agreement, Entourage
shall take all reasonable steps to: |
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| (a) | gain, prior to Closing, such approvals to this Agreement
as may be required from Entourage, its shareholders and from regulatory
and statutory authorities having jurisdiction (if any); |
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| (b) | at any time prior to Closing, not do or permit to
be done any act or thing which would or might in any way adversely affect
the rights of United Carina hereunder; and |
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| (c) | provide to United Carina and its designated representatives
(including legal counsel) any and all reasonably requested agreements,
documents, records, data and files (in written or electronic form) relating
to Entourage which are in the care, control and possession of Entourage.
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| 6.3 | Upon execution of this Agreement, United
Carina shall take all reasonable steps to: |
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| (a) | at any time prior to Closing, not do or permit to
be done any act or thing which would or might in any way adversely affect
the rights of Entourage hereunder; |
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| (b) | ensure that Entourage (through its ownership of
an interest in the Property) will have, upon Closing, exclusive and quiet
possession of the Property, without the occupation of the same or any
part thereof by any other person; and |
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| (c) | provide to Entourage and its designated representatives
(including legal counsel) any and all reasonably requested agreements,
documents, records, data and files (in written or electronic form) relating
to the Property which are in the care, control and possession of United
Carina. |
| 6.4 | This Agreement is an option only. Nothing in this
Agreement, until Closing, will be deemed to create between the parties
hereto a joint venture, partnership or other form of relationship. |
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| 7. | CLOSING
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| 7.1 | The closing of the exercise of the Option to acquire
a twenty (20%) percent interest in the Property (the "Closing") shall
occur within thirty (30) days of the date on which Entourage provides
notice to United Carina, in writing, that it has paid the Option Exercise
Price in section 1.1. |
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| 7.2 | Upon Closing, United Carina shall complete any and
all filings with the Province of Saskatchewan necessary to transfer registered
title to twenty (20%) percent of the Property to Entourage. |
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| 7.3 | Upon Closing, the parties hereto, and any other
parties with an interest in the Property, shall enter into a joint venture
agreement by which their future exploration and development of the Property
will be governed. The terms of this joint venture agreement will require
that each party to it contribute, pro-rata according to their interest
in the Property, to future expenditures and work on the Property. |
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| 8. | MISCELLANEOUS | |
| 8.1 | Any notice to be required or permitted hereunder
will be in writing and delivered by hand delivery, facsimile transmission,
or prepaid registered mail addressed to the party entitled to receive
the same, or delivered to such party at the address specified below, or
to such other address as either party may give to the other for that purpose.
The date of receipt of any notice, demand or other communication hereunder
will be the date of delivery if delivered, the date of transmission if
sent by facsimile, or, if given by registered mail as aforesaid, will
be the date on which the notice, demand or other communication is actually
received by the addressee. |
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| If to Entourage: |
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| Fax: 000-000-0000 |
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| If to United Carina: |
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| Fax : 000-000-0000 |
| 8.2 | This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
successors and permitted assigns. |
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| 8.3 | Each of the parties hereto agrees
that it shall be responsible for its own legal expenses and disbursements
relating to this Agreement. |
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| 8.4 | Save and except as concerns applicable
laws of the Province of Saskatchewan concerning title to and transfer
of mineral claims, this Agreement shall be interpreted and construed in
accordance with the laws of the Province of British Columbia and the parties
agree to attorn to the courts thereof. |
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| 8.5 | All dollar figures in this Agreement
are given in valid currency of Canada, unless otherwise specified. |
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| 8.6 | This Agreement may be executed by facsimile
and in counterpart. |
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| 8.7 | All amendments to this Agreement must
be in writing and signed by all of the parties hereto. |
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| 8.8 | The interests, rights and obligations
of the parties herein may not be assigned, sold, transferred or otherwise
conveyed without the express written consent of the parties hereto. |
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| 8.9 | The parties hereto acknowledge that
XX Xxxxxx Law Corp. represents Entourage in the preparation and negotiation
of this Agreement and United Carina has been advised to seek independent
legal advice. |
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| 8.9.1 | The term of this Agreement shall be for a period
of five (5) years at which time this Agreement, and the Option granted
hereunder, shall terminate if the Option Exercise Price has not been paid.
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If the above terms and conditions accurately record your understanding of our agreement, please so acknowledge by signing a copy of this Agreement in the space provided below turning the same to us at your earliest convenience. Upon your execution thereof, this Agreement will constitute a legal and binding agreement subject to its terms.
The terms of the Agreement above are hereby read, understood, acknowledged and accepted by the undersigned effective the ____ day of ______________ , 2005.
/s/“Xxxxxxx X. Xxxxxxx”
Xxxxxxx X. Xxxxxxx
Authorized Signatory
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UNITED CARINA RESOURCES CORP.
"Xxxx Xxxxxx"
_________________________________
Authorized Signatory
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SCHEDULE “A”
| Claim | Number | Area | Status |
| Claim Block I | S-107478 | 3231 hectares | Registered |
| Claim Block II | S-107479 | 5475 hectares | Registered |
| Claim Block III | S-107480 | 5823 hectares | Registered |
| Claim Block IV | S-108049 | not available | Pending |
