MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference May 15, 2006.
BETWEEN:
XXXXX XXXXX, of 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, X0X 0X0
(the "Vendor")
OF THE FIRST PART
AND:
XXXX MINING INC., a company incorporated pursuant to the laws
of Nevada with an office at 0000 Xxxxxxxx Xxxxxx Xxxx, Xxxx
Xxxxxxx, XX, X0X 0X0;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the registered and beneficial owner of one mineral
claim located approximately 100 kilometres due south of Smithers, British
Columbia in the Omineca Mining Division, British Columbia comprised of Tenure
Number 539338, with respect to Cells, respectively, 093E03J054A, 093E03J054B,
093E03J054C, and 093E03J054D (collectively the "Claim");
B. The Vendors have agreed to sell and the Purchaser has agreed to
purchase a 100% right, interest and title in and to the Claim 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 Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the registered and beneficial owner of the Claim and
holds the right to transfer title to the Claim and to explore and
develop the Claim;
(b) The Vendor holds the Claim free and clear of all liens, charges and
claim of others, and the Vendor has a free and unimpeded right of
access to the Claim and has use of the Claim surface for the herein
purposes;
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(c) The Claim has been duly and validly located and recorded in a good
and miner-like manner pursuant to the laws of British Columbia and
is 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 Vendor's
ownership of or title to the Claim nor to the knowledge of the
Vendor is there any basis therefor, and there are no outstanding
agreements or options to acquire or purchase the Claim or any
portion thereof;
(e) The Vendor has 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 the 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 Vendor is unaware of any
basis for, the institution of any proceedings which could lead to
the placing of the Vendor in bankruptcy, or in any position similar
to bankruptcy.
1.2 The representations and warranties of the Vendor 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 Claim 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 CLAIM
3.1 The Vendor hereby sells, grants and devises to the Purchaser a 100%
undivided right, title and interest in and to the Claim in consideration of the
Purchaser paying a sum of $7,000 to the Vendor.
4. CLOSING
The sale and purchase of the interest in the Claim shall be closed
at 11:00am on May 15, 2006 at the offices of the Purchaser, or such other place
and time acceptable to both parties. At closing:
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(a) the Vendor shall deliver to the Purchaser a xxxx of sale
absolute with respect to the transfer of a 100% interest in the
Claim or confirmation that the Vendor holds the Claim in trust for
the Purchaser; and
(b) the Purchaser shall concurrently deliver to the Vendors the
payment of $7,000 in consideration for the claim.
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.
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
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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.
XXXX MINING INC.
PER:
/S/ XXXXX XXXXX /S/ XXXXXXX XXXX XXXXX
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XXXXX XXXXX XXXXXXX XXXX XXXXX
