LOAN AGREEMENT
LOAN
AGREEMENT
THIS
LOAN
AGREEMENT is made as of the 21st
day of
February, 2006.
BETWEEN:
PATRIOT
POWER
CORP., a body corporate, having an office located at Xxxxx 000, 000 Xxxx Xxxxxx,
in the City of Vancouver, in the Province of British Columbia, VGC
2T5
(the
"Lender")
AND:
OF
THE
FIRST PART
ATOMIC
MINERALS LTD., a body corporate, having an office located at Xxxxx 000, 000
Xxxx
Xxxxxx, in the City of Vancouver, in the Province of British Columbia, V6C
2T5
(the
"Borrower") OF
THE
SECOND PART
WHEREAS
the Lender, on behalf of the Borrower, has paid US$180,000 directly to Mayan
Minerals Ltd. ("Mayan'), as a deposit on 940 mineral claims in Colorado , USA
attached hereto as Exhibit I (the "Invoice").
NOW
TI-IEREFORE THIS AGREEMENT WITNESS THAT in consideration of the premises and
of
the mutual covenants and agreements hereinafter set forth, the parties do hereby
agree as follows:
ARTICLE
1
INTERPRETATION
1.1 Governing
Law
This
Agreement shall in all respects be construed in accordance with and governed
by
the laws of the Province of British Columbia.
1.2 Currency
All
statements of, or references to dollar amounts in this Agreement mean lawful
currency of the United States of America.
ARTICLE
2
THE
LOAN
2.1 Establishment
of the loan
The
Lender agrees, on the terms and subject to the conditions set forth in this
Agreement, to advance by way of Loan to the Borrower the principal amount of
US$180,000.
22 Interest
The
Borrower shall pay the interest to the Lender as follows - US$ 18,000 and
200,000
shares
of Atomic Minerals Ltd
2.3 troavme
t of the loxa
The
Bormwer shall repay the principal amount of the Loan, and
shall pay the interest, on demand.
ARTICLE
32
GENERAL
3.1 Assignament
The
Borrower shall not assign this Ag meat or its rat st herein or any part hereof
except with the prior written conaetat of the Leader. This Agreement and any
interest
herein
shall be freely assignable by the Lendesr.
3.2 Amendments
Neither
this agreement nor any provision hereof may be amended. waived, discharged
or
terminated orally, but only by instrument in writing signed by the party against
whom enforcement of the amendment, waiver, discharge or to rmination is
sought
IN
WITLESS WHEREOF the Lender and t e Xx xxxxx We executed
this
Agreement under their corporate seals artd the hands of their proper officers
in
that behalf as of th e day and year fast shove written.
THB
COMMON SEAL of PATRIOT
POWER
CORP. was hereunto
affixed
in the presence of:
_____________________________
THE
COMMON SEAL of ATOMIC
MINERALS
LTD. was hereunto
affixed
is the presence of:
_____________________________
SCHEDULE
"A"
PROMISSORY
NOTE
BORROWER: ATOMIC
MINERALS LTD.
LENDER:
PATRIOT
POWER
CORP.
Xxxxx
000, 000 Xxxx
Xxxxxx,
Xxxxxxxxx, XX, X0X 0X0
AMOUNT:
US$180,000
DATE:
February
21, 2006
FOR
VALUE
RECEIVED, the
Borrower promises to pay, on demand, to
the
Lender at the address set out above, or such other address as the Lender may
direct the Borrower in writing, the principal amount of Xxx
Xxxxxxx xxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$180,000)
(hereinafter
the "principal sum"), together with interest in the amount of Eighteen
Thousand United States Dollars (US$18,000) and
Two
Hundred Thousand shares (200,000) of Atomic Minerals Ltd. (hereinafter
collectively the "interest").
The
Borrower
shall keep, at its head office, a register of the holder of this promissory
note
setting forth the name, address and description of the Lender. The Lender will
be treated as the owner and holder hereof for all purposes, and the payment
to,
and receipt of, the Lender, as the case may be, of any of the principal sum
or
interest payable hereunder shall be a good and sufficient discharge to the
Borrower for the same.
The
Borrower
hereby waives demand, notice of dishonour and presentment for payment, protest,
and notice of protest of this promissory note.
SIGNED,
SEALED AND DELIVERED this
21st
day of
February, 2006 by:
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