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MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference June 23, 2004.
BETWEEN:
XXXXX XXXX, of 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0 and XXXXXX X. XXXX of; and
(the "Vendors")
OF THE FIRST PART
AND:
AAA MINERALS INC., a company incorporated pursuant to the
laws of Nevada with an office at 0000 Xxxxxx Xxx, Xxxx,
Xxxxxx, 00000;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendors are the registered and beneficial owners of five mineral claims
located in the Lillooet Mining Division, British Columbia at latitude 50(0)35'N
and longitude 123(0)48'W, which claims are more particularly described in
Schedule "A" attached hereto which forms a material part hereof (collectively,
the "Claims");
B. The Vendors have agreed to sell and the Purchaser has agreed to purchase
a 100% right, interest and title in and to the Claims upon the terms and
conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendors represent and warrant to the Purchaser that:
(a) The Vendors are the registered and beneficial owners of the
Claims and collectively hold the right to transfer title to
the Claims and to explore and develop the Claims;
(b) The Vendors hold the Claims free and clear of all liens,
charges and claims of others, and the Vendors have a free and
unimpeded right of access to the Claims and have use of the
Claims surface for the herein purposes;
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(c) The Claims have been duly and validly located and recorded in
a good and miner-like manner pursuant to the laws of British
Columbia and are in good standing in British Columbia as of
the date of this Agreement;
(d) There are no adverse claims or challenges against or to the
Vendors' ownership of or title to any of the Claims nor to the
knowledge of the Vendors is there any basis therefor, and
there are no outstanding agreements or options to acquire or
purchase the Claims or any portion thereof;
(e) The Vendors have the full right, authority and capacity to
enter into this Agreement without first obtaining the consent
of any other person or body corporate and the consummation of
the transaction herein contemplated will not conflict with or
result in any breach of any covenants or agreements contained
in, or constitute a default under, or result in the creation
of any encumbrance under the provisions of any indenture,
agreement or other instrument whatsoever to which either
Vendor is a party or by which they are bound or to which they
are subject; and
(f) No proceedings are pending for, and the Vendors are unaware of
any basis for, the institution of any proceedings which could
lead to the placing of either Vendor in bankruptcy, or in any
position similar to bankruptcy.
1.2 The representations and warranties of the Vendors set out in
paragraph 1.1 above form a part of this Agreement and are
conditions upon which the Purchaser has relied in entering
into this Agreement and shall survive the acquisition of any
interest in the Claims by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.
3. SALE OF CLAIMS
3.1 The Vendor hereby sells, grants and devises to the Purchaser a 100%
undivided right, title and interest in and to the Claims in consideration of the
Purchaser issuing a total of 500,000 shares (the "Shares") of fully paid,
non-assessable common stock to the Vendors as follows:
Xxxxx Xxxx: 250,000 shares of common stock
Xxxxx X. Xxxx: 250,000 shares of common stock
3.2 The Vendors acknowledge that the Shares are subject to resale restrictions
in accordance with applicable securities laws.
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3.3 The Company covenants to the Vendors that if it files a prospectus or
registration statement in any jurisdiction pursuant to which shares of common
stock in the Company's capital will be registered for resale, the Company shall
also register the Shares pursuant to such prospectus or registration statement
as well.
4. CLOSING
The sale and purchase of the interest in the Claims shall be
closed at 11:00am on June 25, 2004 at the offices of the Purchaser, or such
other place and time acceptable to both parties. At closing:
(a) the Vendors shall deliver to the Purchaser a xxxx of sale
absolute with respect to the transfer of a 100% interest in
the Claims; and
(b) the Purchaser shall concurrently deliver to the Vendors
certificates representing the Shares that have been duly
authorized for issuance.
5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reason of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
reasons beyond the control of the Purchaser, the time limited for the
performance of the various provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay, and the Purchaser, insofar as is possible, shall promptly give
written notice to the Vendor of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps to
remove the cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.
7. NOTICE
7.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered to the other party at its respective
address first noted above, and any notice given as aforesaid shall be deemed to
have been given, if delivered, when delivered, or if mailed, on the fourth
business day after the date of mailing thereof.
7.2 Either party may from time to time by notice in writing change its address
for the purpose of this paragraph.
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8. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.
9. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
12. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United States of America.
13. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in this
Agreement shall constitute a violation or breach of the entire instrument or
Agreement and shall constitute the basis for cancellation or termination.
14. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws prevailing in the Province of British
Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
/s/ Xxxxx Xxxx
--------------- AAA MINERALS INC.
Xxxxx Xxxx
PER: /s/ Xxxx Xxxxxx
/s/ Xxxxx Xxxx ---------------------
--------------- Authorized Signatory
Xxxxx X. Xxxx
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SCHEDULE "A"
The Claims referred to in this Agreement consist of five 20 unit mineral claim
blocks totalling 100 units or 2,500 hectares. The Claims measure approximately
four kilometres east-west and 2.5 kilometers north-south. The claims are located
in the Lillooet Mining Division on map sheet NTS M092J/12W. The pertinent
property information is as follows:
Claim Name Tenure No. No. of Units Anniversary Date
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BA1 406694 20 November 2004
BA2 406695 20 November 2004
BA3 406696 20 November 2004
BA4 406697 20 November 2004
BA5 406698 20 November 2004
