Dated: August 8, 2000; Amended July 9, 2001.
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BETWEEN:
C.R.C. EXPLORATIONS LIMITED
OF THE FIRST PART
AND:
SOLARA VENTURES INC.
OF THE SECOND PART
PROPERTY OPTION AGREEMENT
KEY PROPERTY
PROPERTY OPTION AGREEMENT
Dated August 8, 2000; Amended July 9, 2001
Between:
C.R.C. EXPLORATIONS LIMITED
and
SOLARA VENTURES INC.
INDEX
1.0 GRANT OF OPTION........................................................2
2.0 OPTION ONLY............................................................3
3.0 EXERCISE OF OPTION - COMMERCIAL PRODUCTION.............................3
4.0 TRANSFER OF TITLE......................................................4
5.0 RIGHT OF ENTRY.........................................................5
6.0 REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR.........................5
7.0 REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE.........................5
8.0 COVENANTS OF THE OPTIONEE..............................................6
9.0 COVENANTS OF THE OPTIONOR..............................................6
10.0 TERMINATION............................................................7
11.0 INDEPENDENT ACTIVITIES.................................................7
12.0 CONFIDENTIALITY OF INFORMATION.........................................7
13.0 ASSIGNMENT.............................................................8
14.0 SURRENDER OF CLAIMS....................................................8
15.0 UNAVOIDABLE DELAYS.....................................................8
16.0 ARBITRATION............................................................9
17.0 NOTICES................................................................9
18.0 GENERAL TERMS AND CONDITIONS..........................................10
SCHEDULE "A": The Property
SCHEDULE "B": Net Smelter Returns
PROPERTY OPTION AGREEMENT
THIS AGREEMENT is made as of the 8th day of August, 2000; Amended July 9,
2001.
BETWEEN:
C.R.C. EXPLORATIONS LIMITED, a company incorporated under the
-----------------------------
laws of the Province of British Columbia and having an office at
0000 Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Optionor")
OF THE FIRST PART
AND:
SOLARA VENTURES INC., a company incorporated under the laws of
--------------------
the Province of British Columbia and having an office at Suite
1450 - 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as the "Optionee")
OF THE SECOND PART
RECITALS
--------
WHEREAS the Optionor is the recorded and beneficial owner of 100%
interest in certain mineral claims situated in the Revelstoke Mining Division,
British Columbia, more particularly described in Schedule "A" attached hereto
and made a part hereof (hereinafter called the "Property");
----------
AND WHEREAS the Optionor has agreed to grant to the Optionee an option
to purchase all of the Optionor's interest in and to the Property;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained and subject to the terms and
conditions hereafter set out, the parties hereto agree as follows:
1.0 GRANT OF OPTION
------------------------
1.01 The Optionor, in consideration of the sum of $10, hereby grants to the
Optionee the exclusive right and option (the "Option") to acquire 100% interest
--------
in and to the Property by paying to the Optionor the sum of $15,000 cash,
issuing to the Optionor 200,000 common shares in the capital of the Optionee and
by incurring $500,000 in "Exploration Expenditures" (as hereinafter defined), to
be respectively paid and issued to the Optionor and to be incurred by the
Optionee as follows:
(a) the sum of $7,500 to be paid to the Optionor upon signing this
Agreement; and
(b) the additional sum of $7,500 to be paid to the Optionor upon the
posting and calling for trading of the Optionee's shares on a
recognized stock exchange or over the counter market
("Exchange"); and
(c) 50,000 common shares in the capital of the Optionee upon
regulatory approval of this Agreement:
(d) a further 50,000 common shares in the capital of the Optionee
upon completion of an additional work program on the property and
the filing with the Exchange of an engineering report, acceptable
to the Exchange, recommending further work on the Property; and
(e) a further 50,000 common shares in the capital of the Optionee
upon completion of an additional work program on the property and
the filing with the Exchange of an engineering report, acceptable
to the Exchange, recommending further work on the Property; and
(f) a further 50,000 common shares in the capital of the Optionee
upon completion of an additional work program on the property and
the filing with the Exchange of an engineering report, acceptable
to the Exchange, recommending further work on the Property; and
(g) cumulative Exploration Expenditures of not less than $105,000 to
be incurred on or before November 30, 2000; and
(h) cumulative Exploration Expenditures of not less than $185,000 to
be incurred on or before November 30, 2002; and
(i) cumulative Exploration Expenditures of not less than $500,000 to
be incurred on or before November 30, 2004; and
1.02 In this agreement, "Exploration Expenditures" means all costs and
---------------------------
expenses, however denominated, incurred by the Optionee on or in connection with
the exploration and development of the Property and shall include all monies
required to maintain the Property in good standing in accordance with the laws
of the jurisdiction in which the Property is situated.
1.03 In this agreement, a written notice delivered by the Optionee to the
Optionor by no later than 30 days after any date listed in sub-paragraphs
1.01(g), 1.01(h), 1.01(i) on or before which Exploration Expenditures are to be
incurred and accompanied by a statement of an officer of the Optionee to the
2
effect that the amount of Exploration Expenditures had been made by the
appropriate date, and an itemized accounting in sufficient detail to enable the
Optionor to reach an objective assessment of the accuracy of such statements
shall be conclusive evidence of the making thereof unless the Optionor, subject
to paragraph 1.05, questions the accuracy of such statements within 30 days of
receipt. If the Optionor questions the accuracy of the statement, the matter
shall be referred to the independent auditor of the Optionee for final
determination. If such auditor determines that the Exploration Expenditures
incurred by the Optionee within the time specified in the officer's statement
are less than those declared in the statement, the Optionee shall pay the entire
cost of the auditor's determination (which costs shall not be included in the
Exploration Expenditures) but the Optionee shall not lose any of its rights
hereunder and the Option will not terminate provided the Optionee pays to the
Optionor within 15 days of receipt of the auditor's determination 200% of the
deficiency in such Exploration Expenditures. If the Optionee makes such payment,
it shall be deemed to have incurred Exploration Expenditures equal to one half
of such payment. If the auditor determines the costs are equal to or more than
the required expenditures, then the Optionor shall pay for the auditors cost.
1.04 Notwithstanding the requirement to submit the statement with respect
to Exploration Expenditures set out in paragraph 1.03, the Optionee shall submit
to the Optionor, not more than 45 days after the end of such calendar quarter, a
statement by an officer of the Optionee setting out the amount of Exploration
Expenditures that have been incurred during that quarter.
1.05 The time during which the Optionor may question the accuracy of the
officer's statement referred to in paragraph 1.03 shall not be limited as to
time if such question is based upon and ultimately demonstrates fraudulent
activities on the part of the Optionee.
1.06 In this agreement, "auditor" shall mean a recognized firm of chartered
---------
accountants appointed by the Optionee's shareholders to prepare the annual
financial statements of the Optionee.
1.07 The shares to be issued to the Optionor pursuant to sub-paragraphs
1.01(c), 1.01(d), 1.01(e), and 1.01(f) hereof are subject to this agreement
being accepted for filing by the Exchange and approved by the Exchanges'
regulatory body, as well as the Optionee filing with the Exchange an engineering
report on the Property acceptable to the Exchange summarizing the work carried
out on the Property and recommending further work on the Property. If the
Optionor has not received the shares set out in sub-paragraph 1.01(c) hereof by
the close of business on November 30, 2002 this agreement shall thereupon
terminate and the Optionor shall retain for his own use and benefit, as
liquidated damages, the $7,500 received by him pursuant to sub-paragraph 1.01(a)
hereof. The Optionee covenants with and to the Optionor that it will, at all
times, use its best efforts to seek and obtain the necessary approvals of the
aforementioned securities regulatory bodies for the issuance of the said shares,
if required, and shall advise the Optionor by notice as and when such approval
is applied for and when it is obtained, if applicable.
2.0 OPTION ONLY
---------------------
2.01 This agreement represents an option only, and after the Optionee has
paid to the Optionor the sum of $7,500 provided for in sub-paragraph 1.01(a),
the Optionee shall be under no further obligation to the Optionor. Any further
performance hereunder by the Optionee is expressly at the election of the
Optionee.
3.0 EXERCISE OF OPTION - COMMERCIAL PRODUCTION
----------------------------------------------------
3.01 The Optionee shall have exercised the Option and shall have acquired
100% interest in and to the Property, by making the cash payments to the
Optionor of $15,000 set out in sub-paragraphs 1.01(a) and 1.01(b) and by issuing
to the Optionor 200,000 shares in the capital of the Optionee pursuant to
sub-paragraphs 1.01(c), 1.01(d), 1.01(e), and 1.01(f) and by having incurred
cumulative Exploration Expenditures of $500,000 in accordance with sub-paragraph
1.01(i) at a time when the Optionee is not in default hereunder.
3
3.02 Upon the Optionee having exercised the Option, the Optionor shall be
entitled to receive 2.0% of "Net Smelter Returns" (as defined and paid in
-----------------------
accordance with Schedule "B" which is made a part hereof and hereinafter
referred to as the "Royalty").
---------
3.03 Upon the Optionor becoming entitled to the Royalty, the Optionee shall
have the sole and absolute discretion with respect to the determination of the
size and nature of all and every mineral production facility on the Property and
shall have the sole and absolute discretion with respect to determining when, if
ever, mineral production operations should commence and when they should
terminate, temporarily or permanently.
3.04 The Optionee, at any time upon 30 days notice to the Optionor, has the
right to purchase all of the Royalty for the sum of $2,500,000 (the "Purchase
---------
Price"). Up to 50% of the Purchase Price may be paid, at the election of the
------
Optionor, by the allotment and issuance to the Optionor of shares in the capital
stock of the Optionee, at a deemed value per share, which value shall be stated
in the notice, equal to the average trading price of the Optionee's shares on
the Exchange over the 60 days immediately prior to the date of the Optionee's
notice to the Optionor hereunder. Within 15 days of the receipt by the Optionor
of the said notice, the Optionor shall, by notice, advise the Optionee of the
percentage of the Purchase Price to be paid by way of shares of the Optionee.
The purchase shall be completed by the Optionee delivering to the Optionor
within 60 days of the receipt by the Optionor of the initial notice under this
paragraph either:
(a) a certified cheque in the amount of $2,500,000; or
(b) share certificates representing the percentage of the Purchase
Price to be paid by way of shares of the Optionee and a certified
cheque in the amount of the balance of the Purchase Price.
3.05 In the agreement, "Commencement of Commercial Production" means:
---------------------------------------
(i) if a processing facility is located on the Property, the last day
of a period of 30 consecutive days in which, for not less than 15
days, such facility processed ore greater than 60% of the time
under normal hours from the Property at not less than 50% of its
rated capacity; or
(ii) if no processing facility is located on the Property, the last
day of the first period of 30 consecutive days during which ore
has been shipped from the Property on a reasonably regular basis
for the purpose of earning revenues;
PROVIDED THAT no period of time during which ore or concentrate is shipped from
the Property for testing purposes, and no period of time during which milling
operations are undertaken as initial tune-up, shall be taken into account in
determining the date of the Commencement of Commercial Production.
4.0 TRANSFER OF TITLE
---------------------------
4.01 Forthwith following the exercise of the Option, the Optionor shall
deliver to the Optionee recordable Bills of Sale or other applicable
conveyancing documentation sufficient to effect the transfer of a 100% interest
in and to the Property to the Optionee.
4
5.0 RIGHT OF ENTRY
------------------------
5.01 During the currency of this agreement prior to the exercise of the
Option the Optionee, its servants, agents and workmen and any persons duly
authorized by the Optionee, shall, subject to sub-paragraph 8.01(g) hereof, have
the exclusive right to enter upon and take possession of and prospect, explore
and develop (but not mine), bring upon and erect upon buildings, plant,
machinery and equipment, and remove and dispose of reasonable quantities or
ores, minerals and metals for the purpose of obtaining assays or making other
tests from the Property in such manner as the Optionee in its sole discretion
may deem advisable.
6.0 REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR
--------------------------------------------------------
6.01 The Optionor hereby represents and warrants to the Optionee that:
(a) it is a company in good standing under the laws of the province
of British Columbia and has full corporate power and authority to
enter into this agreement;
(b) it is the recorded and beneficial owner of a 100% interest in and
to the Property;
(c) to the best of its knowledge, the mineral claims comprising the
Property have been validly located and are now duly recorded and
in good standing in accordance with the laws in effect in the
jurisdiction in which they are situated;
(d) to the best of its knowledge, the entering into this agreement
does not conflict with any applicable law nor does it conflict
with, or result in a breach of or accelerate the performance
required by any contract or other commitment to which it is party
or by which it is bound;
(e) it has the exclusive right to enter into this agreement and all
necessary authority to assign to the Optionee a 100% right, title
and interest in and to the Property in accordance with the terms
and conditions of this agreement;
(f) to the best of its knowledge other than as disclosed in Schedule
"A" hereto, the Property is free and clear of all liens and
encumbrances.
6.02 The representations and warranties hereinbefore set out are conditions
upon which the Optionee has relied on entering into this agreement and shall
survive the exercise of the Option by a period of 12 months. The Optionor hereby
indemnifies and saves the Optionee harmless from all loss, damage, costs,
actions and suits arising out of or in connection with any breach of any
representation or warranty made by it and contained in this agreement; provided
that for such indemnity to be effective, the Optionor must receive notice of any
claim hereunder within the 12-month period set out above.
7.0 REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE
--------------------------------------------------------
7.01 The Optionee represents and warrants to the Optionor that:
(a) it has full corporate power and authority to enter into this
agreement and the entering into of this agreement does not
conflict with any applicable laws or with its charter documents
nor does it conflict with, or result in a breach of, or
accelerate the performance required by any contract or other
commitment to which it is party or by which it is bound;
(b) it is eligible to acquire and hold mineral claims in the
jurisdiction in which the Property is situated;
(c) it is a company in good standing under the laws of the province
of British Columbia.
7.02 The representations and warranties hereinbefore set out are conditions
upon which the Optionor has relied on entering into this agreement and shall
5
survive the exercise of the Option, and the Optionee hereby indemnifies and
saves the Optionor harmless from all loss, damage, costs, actions and suits
arising out of or in connection with any breach of any representation or
warranty made by it and contained in this agreement.
8.0 COVENANTS OF THE OPTIONEE
-----------------------------------
8.01 The Optionee covenants and agrees with the Optionor that in order to
keep the Option effective:
(a) the Optionee shall carry out and record or cause to be carried
out and recorded all such assessment work upon the Property as
may be required in order to maintain the Property in good
standing at all times; notwithstanding the foregoing, the
Optionee shall record all eligible expenditures as assessment
credits up to the maximum amount permitted under the applicable
law or policy;
(b) the Optionee shall keep the Property clear of liens and all other
charges arising from its operations thereon;
(c) the Optionee shall carry on all operations on the Property in a
good and miner-like manner and in compliance with all applicable
governmental regulations and restrictions;
(d) the Optionee shall pay or cause to be paid any rates, taxes,
duties, royalties, assessments or fees levied with respect to the
Property or the Optionee's operations thereon;
(e) the Optionee shall, upon termination of this agreement, leave the
Property in a safe condition in accordance with good miner-like
practice and any applicable requirements of law;
(f) the Optionee shall, upon reasonable prior notice, allow the
Optionor or any duly authorized agent or representative of the
Optionor to inspect the Property at all times and intervals;
PROVIDED HOWEVER that it is agreed and understood that the
Optionor or any such agent or representative shall be at his own
risk and the Optionee shall not be liable for any loss, damage or
injury incurred by the Optionor or its agent or representative
arising from its inspection of the Property, except those caused
by the gross negligence or wilful misconduct of the Optionee, its
agents, employees and directors;
(g) the Optionee shall allow the Optionor access at all times to all
maps, reports, assay results and other technical data prepared or
obtained by the Optionee in connection with its operations on the
Property; and
(h) the Optionee shall provide the Optionor on or before January 31
or each year with a comprehensive progress report with
recommendations, in writing, with respect to its operations on
the Property during the preceding calendar year and shall provide
the Optionor with copies of any and all documents filed by the
Optionee to record assessment work on the Property. The Optionor
will have 90 days to review the report and inform the Optionee,
in writing, as to further participation on the Property based on
the recommendations as stated in the report.
8.02 Crest Geological Consultants Limited, pursuant to a Geological
Contracting Agreement of even date herewith, shall carry out and manage all
exploration and development work on and in respect of the Property during the
currency of this agreement.
9.0 COVENANTS OF THE OPTIONOR
-----------------------------------
9.01 The Optionor hereby covenants with and to the Optionee that until such
time as the Option is exercised or otherwise terminates, it will not deal, or
attempt to deal with its right, title and interest in and to the Property in any
way that would or might affect the right of the Optionee to become absolutely
6
vested in a 100% interest in and to the Property, free and clear of any liens,
charges and encumbrances.
10.0 TERMINATION
---------------------
10.01 This agreement shall terminate upon the Optionee, not being at the
time in default under any provision of this agreement, giving 30 days written
notice to the Optionor of termination.
10.02 This agreement shall terminate automatically and without notice upon
the failure of the Optionor to receive any one of the cash payments to be
received by the Optionor pursuant to paragraph 1.01 hereof on or before the last
date for such payment set out therein.
10.03 This agreement shall terminate automatically and without notice upon
the failure of the Optionee to incur Exploration Expenditures on or before the
last date for the incurrence of such pursuant to paragraph 1.01 hereof, and the
subsequent failure to pay cash in lieu of such expenditures pursuant to
paragraph 1.03 hereof on or before that last date for such payment set out
therein.
10.04 Upon termination of this agreement the Optionee shall turn over to
the Optionor originals of all maps, reports, assay results and other data and
documentation in its possession in connection with its operations on the
Property.
10.05 Upon termination of this agreement, the Optionee forfeits any and all
interest in the Property hereunder and shall cease to be liable to the Optionor
in debt, damages or otherwise save for the performance of those of its
obligations which theretofore should have been performed.
10.06 Upon termination of this agreement, the Optionee shall vacate the
Property within a reasonable time after such termination, but shall have the
right of access to the Property for a period of 180 days thereafter for the
purpose of removing its chattels, machinery, equipment and fixtures therefrom.
Any such buildings, plant, machinery, tools, appliances and/or equipment not so
removed within the period of 180 days after the termination of this Agreement
shall become the property of the Optionor.
11.0 INDEPENDENT ACTIVITIES
--------------------------------
11.01 Except as expressly provided herein, each party shall have the free
and unrestricted right to independently engage in and receive the full benefit
of any and all business endeavors of any sort whatsoever, whether or not
competitive with the endeavors contemplated herein without consulting the other
or inviting or allowing the other to participate therein. No party shall be
under any fiduciary or other duty to the other which will prevent it from
engaging in or enjoying the benefits of competing endeavors within the general
scope of the endeavors contemplated herein. The legal doctrines of "corporate
opportunity" sometimes applied to persons engaged in a joint venture or having
fiduciary status shall not apply in the case of any party. In particular,
without limiting the foregoing, no party shall have an obligation to any other
party as to:
(a) any opportunity to acquire, explore and develop any mining
property, interest or right presently owned by it or offered to
it outside of the Property at any time; and
(b) the erection of any mining plant, mill, smelter or refinery,
whether or not such mining plant, mill, smelter or refinery
treats ores or concentrates from the Property.
12.0 CONFIDENTIALITY OF INFORMATION
----------------------------------------
12.01 The parties hereto shall treat all data, reports, records and other
7
information relating to this agreement and the Property as confidential. While
this agreement is in effect, neither party hereto shall, without the express
written consent of the other, disclose to any third party any information
concerning the results of the operations hereunder nor issue any press releases
concerning this agreement or its exploration operations except:
(a) where such disclosure is mandatory under the law or is deemed
necessary by the Optionee's counsel for the satisfaction by the
Optionee of its obligations to applicable securities regulatory
bodies; or
(b) where the Optionee is seeking the participation of such third
party in the exploration, development or production of the
Property, and such information is divulged under confidential
circumstances.
Due consideration shall be given to present and future governmental regulations
with respect to such data disclosures.
13.0 ASSIGNMENT
--------------------
13.01 Any party may at any time dispose of all or any part of its interest
in and to the Property and this agreement to any third party (the "Assignee")
----------
provided that the assignee shall, prior to such disposition, deliver to the
non-assigning parties its covenants with and to the non-assigning parties that:
(a) to the extent of the disposition, the Assignee agrees to be bound
by the terms and conditions of this agreement as if it had been
an original party hereto; and
(b) it will subject any further disposition of the interest acquired
to the restrictions contained in this paragraph.
14.0 SURRENDER OF CLAIMS
-----------------------------
14.01 The Optionee may at any time elect to surrender any one or more of
the claims comprising the Property by giving notice to the Optionor of such
intention. The Optionor may, within 60 days after receipt of such notice, elect
to have all or any of the claims in respect of such notice transferred to it by
giving notice to the Optionee requesting the same, whereupon the Optionee shall
deliver to the Optionor a registerable transfer transferring such claims to the
Optionor. If the Optionor fails to request a transfer of any or all of the
claims to be surrendered within such 60 day period, the Optionee may thereafter
immediately surrender such claims without further notice to the Optionor. Upon
any such transfer or surrender, the claims so transferred or surrendered shall
cease to form part of this agreement.
15.0 UNAVOIDABLE DELAYS
----------------------------
15.01 If any party should be delayed in or prevented from performing any of
the terms, covenants or conditions of this agreement (but expressly excluding
payment of cash to the Optionor under paragraphs 1.01 and 1.03 hereof) by reason
of a cause beyond the control of such party, including fires, floods,
earthquakes, subsidence, ground collapse or landslides, interruptions or delays
in transportation or power supplies, strikes, lockouts, wars, acts of God,
government regulation or interference, including but without restricting the
generality of the foregoing, forest or highway closures or any other cause
beyond such party's control, then any such failure on the part of such party to
so perform shall not be deemed to be a breach of this agreement and the time
within which such party is obliged to comply with any such term, covenant or
condition of this agreement shall be extended by the total period of all such
delays. In order that the provisions of this article may become operative, such
party shall give notice in writing to the other party, forthwith and for each
new cause of delay or prevention and shall set out in such notice particulars of
the cause thereof and the day upon which the same arose, and shall give like
notice forthwith following the date that such cause ceased to subsist.
8
16.0 ARBITRATION
---------------------
16.01 If there is any disagreement, dispute or controversy (hereinafter
collectively called a "Dispute") between the parties with respect to any matter
---------
arising under this agreement or the construction hereof, then the Dispute shall
be determined by arbitration in accordance with the following procedures:
(a) the party on one side of the Dispute shall inform the other party
by notice of the names of three impartial and independent persons
who are recognized experts in the area which is the subject
matter of the Dispute; and
(b) the other party shall, within seven days of receipt of the
notice, inform the party on the other side of the Dispute the
name of the one person that it wishes to act as the sole
arbitrator.
The arbitration shall be conducted in accordance with the Commercial
Arbitration Act (British Columbia) and the decision of the arbitrator shall be
made within 30 days following his being named, shall be based exclusively on the
advancement of exploration, development and production work on the Property and
not on the financial circumstances of the parties. The costs of arbitration
shall be borne equally by the parties to the Dispute unless otherwise determined
by the arbitrator in the award.
17.0 NOTICES
-----------------
17.01 Any notice, election, consent or other writing required or permitted
to be given hereunder shall be deemed to be sufficiently given if delivered or
if mailed by registered air mail or by telegram or fax, addressed as follows:
In the case of the Optionor:
C.R.C. EXPLORATIONS LIMITED
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xx. Xxxxx X. Xxxxx
------------------------------
In the case of the Optionee:
SOLARA VENTURES INC.
Xxxxx 0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
with a copy to:
XXXXXX, XXXXXX
2550 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Mr. Xxx Xxxxxx
-------------------------
and any such notices given as aforesaid shall be deemed to have been given to
the parties hereto if delivered, when delivered, or if mailed, on the third
business day following the date of mailing, or, if telegraphed or faxed, on the
next succeeding day following the telegraphing or faxing thereof PROVIDED
HOWEVER that during the period of any postal interruption in either the country
of mailing or the country of delivery, any notice given hereunder by mail shall
be deemed to have been given only as of the date of actual delivery of the same.
Any party may from time to time by notice in writing change its address for the
purpose of this paragraph.
9
18.0 GENERAL TERMS AND CONDITIONS
18.01 The parties hereto hereby covenant and agree that they will execute
such further agreements, conveyances and assurances as may be requisite, or
which counsel for the parties may deem necessary to effectually carry out the
intent of this agreement.
18.02 This agreement shall represent the entire understanding between the
parties with respect to the Property. No representations or inducements have
been made save as herein set forth. No changes, alterations, or modifications of
this agreement shall be binding upon either party until and unless a memorandum
in writing to such effect shall have been signed by all parties hereto.
18.03 The titles to the articles to this agreement shall not be deemed to
form part of this agreement but shall be regarded as having been used for
convenience of reference only.
10
18.04 The schedules to this agreement shall be construed with and as an
integral part of this agreement to the same extent as if they were set forth
verbatim herein.
18.05 All reference to dollar amounts contained in this agreement are
references to Canadian funds.
18.06 This agreement shall be governed by and interpreted in accordance
with the laws in effect in British Columbia, and the parties hereto attorn to
the courts of British Columbia for the resolution of any disputes arising out of
this agreement.
18.07 This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto as of the day and year first above written.
THE CORPORATE SEAL of )
C.R.C. EXPLORATIONS LIMITED )
was hereunto affixed in the presence of: )
) C/S
)
Xxxxx Xxxxx )
--------------------------------------- )
)
--------------------------------------- )
THE CORPORATE SEAL of )
SOLARA VENTURES INC. )
was hereunto affixed in the presence of: )
) C/S
)
Xxxxx Xxxxxxx )
--------------------------------------- )
)
--------------------------------------- )
11
SCHEDULE "A"
TO THAT CERTAIN AGREEMENT MADE AS OF THE 8TH DAY OF AUGUST, 2000;
AMENDED JULY 9, 2001, BETWEEN C.R.C. EXPLORATIONS LIMITED OF THE FIRST
---------------------------
PART, SOLARA VENTURES INC. OF THE SECOND PART
-------------------
THE "PROPERTY"
MINING DIVISION: Revelstoke
AREA: Xxxxxx Creek
N.T.S. 082 M/08W
Claim Name Tenure Number Units Anniversary Date
---------------- ------------------ ----------- ----------------------
Key 1 377803 20 June 11, 2005
Key 2 377804 20 June 12, 2005
Key 3 380037 10 August 31, 2005
SCHEDULE "B"
TO THAT CERTAIN AGREEMENT (THE "AGREEMENT") MADE AS OF THE 8th DAY OF
AUGUST, 2000; AMENDED JULY 9, 2001, BETWEEN C.R.C. EXPLORATIONS
--------------------
LIMITED OF THE FIRST PART (THE "OWNER"), SOLARA VENTURES INC. OF THE
------- --------------------
SECOND PART (THE "PAYOR")
"NET SMELTER RETURNS"
1. In the Agreement, "Net Smelter Returns" means the net amount of money
received by the Payor for its own account from the sale of ore, or ore
concentrates or other products from the Property to a smelter or other ore
buyer, including proceeds of insurance with respect to losses, after deduction
of smelter and/or refining charges, ore treatment charges, penalties and any and
all charges made by the purchaser or ore or concentrates, less all umpire
charges which the purchaser may be required to pay.
2. Payment of Net Smelter Returns by the Payor to the Owner shall be made
quarterly within 30 days after the end of each fiscal quarter of the Payor and
shall be accompanied by unaudited financial statements pertaining to the
operations carried out by the Payor on the Property. Within 60 days after the
end of each fiscal year of the Payor in which Net Smelter Returns are payable to
the Owner, the records relating to the calculation of Net Smelter Returns for
such year shall be audited and any resulting adjustments in the payment of Net
Smelter Returns payable to the Owner shall be made forthwith, together with
interest at the prime rate plus two percent per annum, calculated from the date
when such payment should have been made. A copy of the said audit shall be
delivered to the Owner within 30 days of the end of such 60-day period.
3. Each annual audit shall be final and not subject to adjustments unless
the Owner delivers to the Payor written exceptions in reasonable detail within
12 months after the Owner receives the report. The Owner, or its representative
duly authorized in writing, at its expense, shall have the right to audit the
books and records of the Payor related to Net Smelter Returns to determine the
accuracy of the report, but shall not have access to any other books and records
of the Payor. The audit shall be conducted by a chartered or certified public
accountant of recognized standing. The Payor shall have the right to condition
access to its books and records on execution of a written agreement by the
auditor that all information will be held in confidence and used solely for
purposes of audit and resolution of any disputes related to the report. A copy
of the Owner's report shall be delivered to the Payor upon completion, and any
discrepancy between the amount actually paid by the Payor and the amount which
should have been paid according to the Owner's report shall be paid forthwith,
one party to the other. In the event that the said discrepancy is to the
detriment of the Owner and exceeds 5% of the amount actually paid by the Payor,
then the Payor shall pay the entire cost of the audit.
4. Any dispute arising out of or related to any report, payment,
calculation or audit shall be resolved solely by arbitration as provided in the
Agreement. No error in accounting or in interpretation of the Agreement shall be
the basis for a claim of breach of fiduciary duty, or the like, or give rise to
a claim for exemplary or punitive damages or for termination or rescission of
the Agreement or the estate and rights acquired and held by the Payor under the
terms of the Agreement.
