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PURCHASE AGREEMENT
This Purchase Agreement (the "Purchase Agreement") is made
and entered into effective as of this 25th day of November, 1997,
(the "Effective Date") by and between ROYAL SILVER MINES, INC., a
Utah corporation with an address of 00000 Xxxxx Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxxxx 00000 ("Seller") and Centurion Mines
Corporation, a Utah corporation, with offices at 000 Xxxxx 000
Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 ("Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of patented and unpatented
mining claims, situated in Shoshone County, State of Idaho, (the
"Subject Property") and more particularly described in Exhibit
"X," "X," and "C" attached hereto and made a part hereof, and
WHEREAS, Seller desires to sell the Subject Property to
Buyer, and Buyer desires to acquire the Subject Property, all in
accordance with the terms and conditions set forth herein.
NOW THEREFORE, for 5,000,000 (five million) shares of the
Common Stock of the Buyer valued at $1,500,000 (one million five
hundred thousand dollars) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and in further consideration of the promises and
covenants herein contained, the parties hereto agree as follows:
1. Seller agrees to sell to the Buyer the subject mining
properties located in Shoshone County, Idaho, and more fully
described in Exhibit "X," "X" and "C."
2. Seller hereby agrees upon receipt of the aforesaid
5,000,000 (five million) to execute, acknowledge and deliver to
Buyer good and sufficient Quitclaim Deeds, in the form of the
copy of such instrument which is attached hereto as Exhibit "D."
Seller warrants that it has the power and authority to enter into
and execute said Quitclaim Deeds, and that said Deeds shall be
properly executed and shall be effective for the purposes
intended. Seller also represents and warrants to Buyer that it
is not aware of any liens, encumbrances, third party claims or
outstanding third party interests or rights in or to the Subject
Property or the production of minerals therefrom, that to the
best of Seller's knowledge there are no environmental claims,
liens or other problems affecting or in any way relating to the
Subject Property and that the Subject Property is not a part of
any actual or threatened "superfund" site or otherwise subject to
federal, state or local environmental remediation action or
activities, and that there are no mechanics or materialmens'
liens which affect or which may affect the Subject Property, of
record or otherwise. The representations and warranties set
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forth in this Purchase Agreement shall survive the delivery of
the Quitclaim Deeds and the subsequent delivery of the 5,000,000
(five million) shares of common stock. Buyer shall have
possession of the Subject Property on the Effective Date.
3. Seller understand that the shares issued in this
transaction shall be restricted and represents and warrants to
Buyer in connection with this transaction that it understands and
accepts the full legal and economic effect and consequences of
taking restricted stock of Buyer in this transacion, that is has
adequately and fully informed itself as to Buyer's business,
financial condition, stock price and other relevant matters with
respect to Buyer, that is has been provided by Buyer with an
opportunity to review such disclosures concerning the Buyer's
business activities, financial condition and operations as Seller
deems necessary or appropriate, that Seller is a sophisticated
and knowledgeable investor which has utilized such accounting and
legal advice and consultants as it deems necessary or appropriate
to evaluate the terms of and protect its interest in this
transaction, and that it is not relying in any way upon the
promises or representations of Buyer with respect to the future
business activities, stock price, salability of the stock, or
other actions of Buyer. Buyer has not made any representations,
promises or commitments to Seller with respect to any future
release of restrictions on the said 5,000,000 (five million)
shares of Buyer's stock, and Seller understands that said stock
will be issued with a restrictive legend and that as such said
stock will not be marketable or tradeable for the indefinite
future.
4. Seller agrees to deliver to Buyer within thirty (30)
days following the Effective Date, originals or copies of all
data, records and information which it has in its possession or
which are reasonably accessible to it which pertain to the title
to the Subject Property, the geology, mining and exploration
history of the Subject Property, and any other information
relating to the Subject Property.
Dated effective as of the day and year first above written.
ROYAL SILVER MINES, INC.
/s/ Xxxxxx X. Xxxxxx, President
CENTURION MINES CORPORATION
BY: ______________________________
Xxxxxx Xxxxxx, President
