MINERAL PROPERTY OPTION AGREEMENT
THIS
AGREEMENT dated
for
reference the 28th
day of
September, 2005.
BETWEEN:
STRIKER ENERGY CORP., a
company
incorporated pursuant to the laws of the State of Nevada with an office located
at Suite 501 Terminal City Club, 000 Xxxx Xx. Xxxxxxxxx XX X0X 0X0
("Striker")
AND:
GEE-TEN
VENTURES INC., a
company
incorporated pursuant to the laws of the Province of British Columbia and
having
an office at 000 - 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0;
(“Gee-Ten")
WHEREAS:
X.
Xxx-Ten
is the owner of a 100% beneficial right, title and interest in and to the
Bald
Mountain Claims, a group of mineral claims prospective for gold, which are
located in Xxx County, Nevada and are more particularly described in Schedule
"A" attached hereto;
X.
Xxx-Ten
wishes to grant to Striker the sole and exclusive right, privilege and option
to
acquire a 50% registered beneficial right, title and interest in and to the
Bald
Mountain Claims, subject to 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. GEE-TEN'S
REPRESENTATIONS
1.1. Gee-Ten
represents and warrants to Striker that:
(a)
|
it
is the beneficial owner of the Bald Mountain Claims and holds the
right to
explore and develop the Bald Mountain Claims, subject to applicable
rules
and regulations of the State of Nevada and it is, or will be upon
closing
of the exercise of the Option granted hereunder, also the registered
owner
of the Bald Mountain Claims;
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1
to
the
best of Gee-Ten's knowledge, Gee-Ten holds the Bald Mountain Claims and clear
of
all liens, charges and claims of others;
(b)
|
Gee-Ten
has a free and unimpeded right of access to the Bald Mountain Claims
and
has use of the Bald Mountain Claims surface for the purposes described
herein;
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(c)
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the
Bald Mountain Claims have, to the best of Gee-Ten's knowledge,
been, or
will be prior to the closing of the exercise of the Option granted
hereunder,
duly and validly located and recorded in a good and miner-like
manner
pursuant to the laws of the State of Utah and are in good standing
in the
State of Utah as of the date of this Agreement;
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(d)
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(e)
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Gee-Ten
has the right to transfer, convey, option and assign a 50% interest
in the
Bald Mountain Claims to Striker as contemplated in this Agreement;
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(f)
|
there
are no adverse claims or challenges against or to Gee-Ten's interest
in
the Bald Mountain Claims nor to the knowledge of Gee-Ten is there
any
basis therefor, and to Gee-Ten's knowledge, there are
no
outstanding agreements or options to acquire or purchase the Bald
Mountain
Claims or any portion thereof;
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(g)
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Gee-Ten
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 Gee-Ten is a party or to which it
is
subject; and
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(h)
|
no
proceedings are pending for, and Gee-Ten is unaware of any basis
for, the
institution of any proceedings which could lead to the placing
of Gee-Ten
in bankruptcy, or in any position similar to
bankruptcy.
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1.2.
|
The
representations and warranties of Gee-Ten set out in paragraph
1.1 above
form a part of this Agreement and are conditions upon which Striker
has
relied in entering into this Agreement and shall survive the acquisition
of any interest in the Bald Mountain Claims by
Striker.
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1.3.
|
Gee-Ten
will indemnify Striker all loss, damage, costs, actions and suits
arising
out of or in connection with any breach of any representation,
warranty,
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2
covenant,
agreement or condition made by Gee-Ten and contained in this
Agreement.
2. STRIKER'S
REPRESENTATIONS
2.1.
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Striker
warrants and represents to Gee-Ten that it is a body corporate,
duly
incorporated under the laws of the Province of British Columbia
with full
power and a
bsolute
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.
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2.2.
|
Striker
will indemnify Gee-Ten from all loss, damage, costs, actions and
suits
arising out of or in connection with any breach of any representation,
covenant,
agreement
or condition made by Striker and contained in this Agreement.
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3. GRANT
OF OPTION
3.1.
|
Gee-Ten
hereby gives and grants to Striker the sole and exclusive right
and option
(the to acquire a 100% undivided “Option” beneficial right, title and
interest in
and
to the Bald Mountain Claims, subject to any net smelter returns
royalty
which may apply to the Bald Mountain Claims.
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4. OPTION
PRICE
4.1.
|
Striker
shall exercise the Option, and acquire from Gee-Ten a 50% registered
beneficial right, title and interest in and to the Bald Mountain
Claims,
by making the
following
payments and exploration expenditures:
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(a)
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an
initial cash payment, of US$5,000;
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(b)
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making
exploration expenditures totaling US$200,000;on the Bald
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Mountain
Claims including the following minimum expenditures in the first two years
of
this Agreement;
(c)
|
making
a cash payment of US$10,000 on the second anniversary of this
|
Agreement;
(d)
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making
total exploration expenditures of US$500,000 by the end of the
third year
of this Agreement; and making all necessary
Nevada
Bureau of Land Management payments necessary to maintain the Bald
Mountain
Claims in good standing for the term of this Agreement.
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(the
payments and expenditures in (d) being, collectively, the Exercise Price"
or the
“Option Price")
3
5.
CONDITION
PRECEDENT
5.1
This
Agreement is subject to its acceptance for filing with the TSX-Venture Exchange.
6.
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RIGHT
TO ABANDON PROPERTY INTERESTS
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6.1.
|
Should
Striker, in its sole discretion, determine that the Bald Mountain
Claims
no longer warrant exploration, development or production, then
Striker may
cease all work on the Bald Mountain Claims and, if the Option has
not yet
been exercised, may cease to make payments under section 4.1 hereof
so
long as Striker provides Gee-Ten with 90 days notice (the "Abandonment
Notice") of its intention to cease all work other than required
reclamation work.
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6.2
If
the
Abandonment Notice is given after the exercise of the Option, Gee-Ten may
provide Striker with a notice indicating that its wishes to have all rights
and
title to the Bald Mountain Claims returned to it. Upon receipt of this notice,
Striker agrees that it shall undertake all reasonably necessary acts
to
right
and title to the Bald Mountain Claims to Gee-Ten.
7.
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TERMINATION
OF OPTION
|
7.1.
|
Subject
to paragraph 7.2, the Option shall terminate if Striker fails to
make the
required cash payments or exploration expenditures in paragraph
4.1 within
the time periods specified therein.
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7.2.
|
If
Striker shall be in default of any requirement set forth in paragraph
4.1,
Gee-Ten shall give written notice to Striker specifying the default
and
Striker shall not lose any rights granted under this Agreement,
unless
within 20 days the giving of notice of default by Gee-Ten, Striker
has
failed to cure the default by the appropriate performance.
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7.3.
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If
the Option is terminated in accordance with paragraphs 7.1, 7.2
and 7.4
herein, Striker shall have no interest in or to the Bald Mountain
Claims,
and all expenditures and payments made by Striker to or on behalf
of
Gee-Ten under this Agreement, shall be non-refundable by Gee-Ten
to
Striker for which Striker shall have no recourse.
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7.4.
|
The
Option, and this Agreement, shall terminate if the Option is not
exercised
on or before that date which is three (3)
years
the date of this Agreement.
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4
8. ACQUISITION
OF INTERESTS IN THE PROPERTY
8.1.
|
At
such time as Striker has paid the Option Exercise Price, within
the time
periods specified herein, then the Option shall be deemed to have
been
exercised by Striker, and Striker shall have thereby, without any
further
act, acquired an undivided 50% beneficial right, title and interest
in and
to the Bald Mountain
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8.2.
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Claims.
Upon the exercise of the Option, Gee-Ten shall assign 50% of its
rights to
the Bald Mountain Claims to Striker and agrees to perform all reasonably
necessary acts to register Striker's beneficial right, title and
interest
in and to 50% of the Bald Mountain Claims with the State of Nevada.
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8.3.
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The
Property shall include, in addition to the Bald Mountain Claims
described
in Schedule "A" attached hereto, any claims registered by Gee-Ten,
its
directors, employees, agents and consultants which are contiguous
to the
Bald Mountain Claims or within a five (5) mile radius of the Bald
Mountain
Claims and shall further include any claims which are contiguous
to the
Bald Mountain Claims or within a five (5) mile radius of the Bald
Mountain
Claims which Gee-Ten or any of its directors, employees, agents
and
consultants have an interest, including a pecuniary interest.
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9.
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RIGHT
OF ENTRY
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9.1.
|
For
so long as the Option continues in full force and effect, Striker,
its
employees, agents, permitted assigns and independent contractors
shall
have the sole and exclusive right and option to:
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(a)
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enter
upon the Bald Mountain Claims;
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(b)
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have
exclusive and quiet possession of the Bald Mountain Claims;
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(c)
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incur
expenditures as described in paragraph 4.1;
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(d)
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bring
upon and erect upon the Bald Mountain Claims such mining facilities
as
Striker may consider advisable; and
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(e)
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remove
the
Bald Mountain Claims and sell or otherwise dispose of mineral products.
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9.2.
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Nothwithstanding
paragraph 9.1, Gee-Ten shall have the right to enter upon the Bald
Mountain Claims and to review all of Striker's exploration and
development
work and have access to the Bald Mountain Claims at its own expense.
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5
10.
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NET
SMELTER RETURNS ROYALTY
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10.1.
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The
parties hereto agree
that,
should commercial production occur on the Bald Mountain Claims,
they will
pay any net smelter royalties or State or Federal royalties and
taxes
which are applicable.
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11.
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FURTHER
ASSURANCES
|
11.1 The
parties hereto agree to do or cause to be done all acts or things reasonably
necessary to implement and carry into effect the provisions and intent of
this
Agreement.
12.
|
FORCE
XXXXXX
|
12.1.
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If
Striker is prevented from or delayed in complying with any provisions
of
this Agreement by reasons 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 Striker, 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 Nothing contained in this
Agreement
shall, except to the extent specifically authorized hereunder,
be deemed
to constitute either party hereto a partner, joint venture partner,
agent
or legal representative of the other party. equal in length to
the period
of such prevention and delay, and Striker, insofar as is possible,
shall
promptly give written notice to Gee-Ten of the particulars of the
reasons
for any prevention or delay under this paragraph, and shall take
all
reasonable steps to remove the cause of such prevention or delay
and shall
give written notice to Gee-Ten as soon as such cause ceases to
exist.
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13.
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ENTIRE
AGREEMENT
|
13.1.
|
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
hereto with respect to the subject matter of this Agreement.
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14.
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NOTICE
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14.1.
|
Any
notice required to be given under this Agreement shall be deemed
to be
well and given if delivered, or if mailed by registered mail, in
the case
of Gee-Ten addressed to them as
follows:
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Gee-Ten
Ventures
Xxxxx
000
-000 Xxxx Xxxxxx
Xxxxxxxxx,
XX X0X 0X0
and
in
the case of Striker addressed as
follows:
0
Xxxxxxx
Xxxxxx
Xxxxx
000
Xxxxxxxx Xxxx Xxxx, 000 Xxxx Xx.
Xxxxxxxxx
XX X0X 0X0
and
any
notice given shall be deemed to have been given, if delivered, when delivered,
or if mailed by registered mail, on the fourth business day after the date
of
mailing thereof.
14.2.
|
Either
party hereto may time to time by notice in writing change its address
for
the purpose of this paragraph.
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15.
|
OPTION
ONLY
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15.1.
|
Until
the Option is exercised, this is an option only and except as specifically
provided otherwise, nothing herein contained shall be construed
as
obligating Striker to do any acts or make any payments hereunder
and any
acts or payments made hereunder shall not be construed as obligating
Striker to do any further acts or make any further
payments.
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16.
|
RELATIONSHIP
OF PARTIES
|
16.1.
|
Nothing
contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party hereto
a
partner, joint venture partner, agent or legal representative of
the other
party.
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16.2.
|
The
parties agree that, should the Option be exercised, they will forthwith
enter into a joint venture agreement the terms of which will be
mutually
agreeable and in accordance with resource industry standards.
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17.
|
TIME
OF ESSENCE
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17.1.
|
Time
shall be of the essence of this Agreement.
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18.
|
CURRENCY
|
18.1.
|
All
funds referred to under the terms of this Agreement shall be funds
designated
in the currency of the United States of America.
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7
19.
|
APPLICABLE
LAW
|
19.1.
|
Except
as
applies
to the mineral claims laws of the State of Nevada, this Agreement
shall be
governed by the laws of the Province of British Columbia and the
parties
hereto agree to the courts thereof.
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20. ARBITRATION
20.1.
|
In
the event of a dispute between the parties regarding any provision
of this
Agreement, the parties hereto agree to submit the dispute to binding
arbitration under the terms of the Commercial Arbitration Act of
the
revised statutes of the Province of British Columbia [R.S.B.C.
1996
Chapter 55] or its successor.
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21.
|
ENUREMENT
|
21.1.
|
This
Agreement shall to the benefit of and be binding upon the parties
hereto
and their respective successors and assigns.
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22.
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ASSIGNMENT
|
22.1.
|
Striker
shall have the right to assign, in whole or in part, its rights
under the
terms of this Agreement provided that any person to whom it makes
an
assignment agrees to be bound by the terms of this Agreement.
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IN
WITNESS WHEREOF this
Agreement has been executed as
of
the
day and year first above written.
GEE-TEN
VENTURES STRIKER
ENERGY CORP.
/s/
Xxx
Xxxxx, Authorized Xxxxxx /s/
Xxxxx
X. Xxxxxx, President
8
SCHEDULE
"A"
THE
BALD
MOUNTAIN CLAIMS
Name
of Claim
|
XXX
Xxxxxx #
|
XXX
0-00
|
XXX-000000
|
XXX
6-96
|
NMC-747384
|
AAA
7-96
|
NMC-747385
|
AAA
8-96
|
NMC-747386
|
AAA
49-96
|
NMC-747387
|
AAA
50-96
|
NMC-747388
|
AAA
3-97
|
NMC-781094
|
AAA
4-97
|
NMC-781095
|
AAA
9-97
|
NMC-781096
|
AAA
10-97
|
NMC-781097
|
AAA
11-97
|
NMC-781098
|
AAA
46-97
|
NMC-781099
|
AAA
56-97
|
NMC-781100
|
AAA
58-97
|
NMC-781101
|
AAA
60-97
|
NMC-781102
|
AAA
62-97
|
NMC-781103
|
A101
|
NMC-849901
|
A102
|
NMC-849902
|
A103
|
NMC-849903
|
A104
|
NMC-849904
|
A105
|
NMC-849905
|
A106
|
NMC-849906
|
A107
|
NMC-849907
|
A108
|
NMC-849908
|
A109
|
NMC-849909
|
A110
|
NMC-849910
|
A111
|
NMC-849911
|
A112
|
NMC-849912
|
A113
|
NMC-849913
|
A114
|
NMC-849914
|
A115
|
NMC-849915
|
A116
|
NMC-849916
|
A117
|
NMC-849917
|
A118
|
NMC-849918
|
A119
|
NMC-849919
|
A120
|
NMC-849920
|
A121
|
NMC-849921
|
A122
|
NMC-849922
|
A123
|
NMC-849923
|
A124
|
NMC-849924
|
A125
|
NMC-849925
|
A126
|
NMC-849926
|
9