PURCHASE AND SALE AGREEMENT
BETWEEN
JERICHO MINERALS INC.
AND
XXXXXX BEKROPOULOS
Dated as of the 29th day of July, 2004
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 29th day of July, 2004
AMONG:
JERICHO MINERALS INC., a company existing under the laws of the State of Nevada
and having its head office at 0000 Xxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 ("Jericho")
AND:
XXXXXX BEKROPOULOS, of 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0 (the "Vendor")
WHEREAS:
A. The Vendor holds, directly or indirectly, interests in certain
mineral exploration claims located in British Columbia;
B. The Vendor wishes to sell and Jericho wishes to purchase a 100%
interest in the Property on the terms and conditions contained in
this Agreement.
In consideration of the premises, covenants and agreements contained in this
Agreement, the parties covenant and agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions
-----------
For the purposes of this Agreement and the recitals in and Schedule to this
Agreement, unless the context otherwise requires, the following words and
phrases will have the meanings indicated below:
(a) "Agreement" means this Agreement including the recitals and
Schedule hereto, which are incorporated by this reference, as
amended and supplemented;
(b) "Property" means the mineral exploration claims located in
British Columbia and listed in Schedule 1 hereto;
(c) "Purchase Price" means the $7,250 purchase price for the Property
as contemplated in this Agreement;
(d) "The Vendor" means Xxxxxx Bekropoulos;
(e) "Jericho" means Jericho Minerals Inc., a company incorporated and
existing under the laws of Nevada;
1.2 Interpretation
--------------
In this Agreement, except as otherwise expressed or provided or as the context
otherwise requires:
(a) the headings and captions are provided for convenience only and
will not form a part of this Agreement, and will not be used to
interpret, define or limit the scope, extent or intent of this
Agreement or any of its provisions; and
(b) a reference to time or date is to the local time or date in
Vancouver, Canada, unless specifically indicated otherwise;
1.3 Amendment
---------
No amendment, waiver, termination or variation of the terms, conditions,
warranties, covenants, agreements and undertakings set out herein will be of any
force or effect unless the same is reduced to writing duly executed by all
parties hereto in the same manner and with the same formality as this Agreement
is executed.
1.4 Waiver
------
No waiver of any of the provisions of this Agreement will constitute a waiver of
any other provision (whether or not similar) and no waiver will constitute a
continuing waiver unless otherwise expressly provided.
1.5 Schedule
--------
The following Schedule are attached hereto and form a part hereof:
Schedule Subject
1 Description of Property
1.6 Currency
--------
All dollar ($) references in this Agreement are to United States
dollars.
2. PURCHASE AND SALE
2.1 Purchase and Sale
-----------------
Subject to the terms and conditions of this Agreement and based on the
representations and warranties contained in this Agreement, Jericho hereby
offers to purchase the Property from the Vendor and the Vendor hereby agrees to
sell the Property to Jericho.
2.2 Consideration
-------------
In consideration for the sale by the Vendor to Jericho of the Property, Jericho
will pay the Purchase Price for the Property to the Vendor on the Closing date.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of The Vendor
--------------------------------------------
The Vendor represents and warrants to and in favour of the Jericho as follows
and acknowledges that Jericho is relying upon such representations and
warranties in consummating the transactions contemplated by this Agreement:
(a) This Agreement has been duly executed and delivered by the Vendor
and constitutes a valid and binding obligation of the Vendor in
accordance with its terms;
(b) Schedule 1 hereto contains an accurate and complete description
of the Property;
(c) No person has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming
an agreement or option for the purchase from the Vendor of any
interest in the Property;
(d) The entering into, execution, delivery and performance by the
Vendor of this Agreement will not violate or contravene or
conflict with or result in a breach of or default or give rise to
any right of termination, acceleration, cancellation or
modification under any of the terms and conditions of any
contract, agreement, commitment, arrangement or understanding
pursuant to which the Vendor holds or has acquired its interest
in the Property or any other contract, agreement, commitment,
arrangement, understanding or restriction, written or oral, to
which the Vendor is a party or by which it is bound;
(e) To the best of the knowledge of the Vendor after due enquiry,
there are no legal conflicts of any nature and no investigations
or legal or administrative affairs pending against the Vendor in
connection with the Property or for any other cause and there is
no pending or threatened decree, decision, sentence, injunction,
order or award of any court, arbitral tribunal or governmental
authority or any action, procedure, arbitration, administrative
or judicial investigation, actual or threatened, with respect to
the Vendor or the Property;
(f) The Vendor holds all right, title and interest in and to the
Property, and the Property is free of any lien, claim, pledge,
privilege, levy, lease, sublease or rights of any person and
other than government royalties, government work requirements and
other conditions imposed by a governmental authority;
3.2 Representations and Warranties of Jericho
-----------------------------------------
Jericho represents and warrants to and in favour of the Vendor as follows and
acknowledges that the Vendor are relying upon such representations and
warranties in consummating the transactions contemplated by this Agreement:
(a) Jericho is a corporation duly incorporated and validly subsisting
and in good standing in the State of Nevada;
(b) Jericho has the corporate power and authority to enter into this
Agreement and to perform its obligations hereunder;
(c) The execution and delivery of this Agreement and the completion
of the transactions contemplated herein will constitute a valid
and binding obligation of Jericho enforceable against it in
accordance with its terms;
(d) The entering into, execution, delivery and performance by the
Jericho of this Agreement will not violate or contravene or
conflict with or result in a breach of or default or give rise to
any right of termination, acceleration, cancellation or
modification under any of the terms and conditions of any
contract, agreement, commitment, arrangement, understanding or
restriction, written or oral, to which Jericho is a party or by
which it is bound or under the constating documents or directors'
or shareholders' resolutions of Jericho;
4. CLOSING
4.1 Time and Place of Closing
-------------------------
The closing (the "Closing") of this Agreement will take place at the offices of
Jericho at 2:00 p.m. (Vancouver time) on July ____, 2004.
4.2 Closing Documents
-----------------
At Closing, the parties hereto will table the following documents:
(a) Documents of The Vendor: The Vendor will table for delivery to
Jericho title transfer documents relating to the Property in a
form acceptable to Jericho's legal counsel.
(b) Documents of Jericho. Jericho will table for delivery to the
Vendor a certified check, or a check issued from an attorney's
trust account for $7,250 made payable to the Vendor.
5. TERMINATION
5.1 Mutual Termination
------------------
This Agreement may, prior to Closing, be terminated by the parties hereto by
mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
---------------
Time is and will be of the essence of each and every provision of this
Agreement.
6.2 Finder's Fees and Brokers' Commission
-------------------------------------
Each of the parties hereto represents to the other that it has not incurred any
liability for any finders' fee or brokers' commission in connection with the
execution of this Agreement or the consummation of the transactions contemplated
herein.
6.3 Expenses
--------
Jericho will be responsible for all fees and expenses in connection with the
preparation, execution and delivery of this Agreement and the preparation and
completion of all other agreements, documents, approvals and transactions
contemplated by this Agreement.
6.4 Further Assurances
------------------
Each of the parties hereto will, whether before or after Closing and at the
expense of Jericho, execute and deliver all such further documents and
instruments, give all such further assurances, and do all such acts and things
as may reasonably be required to carry out the full intent and meaning of this
Agreement.
6.5 Entire Agreement
----------------
This Agreement and the Schedule hereto contain the whole agreement among the
parties hereto in respect of the subject matter hereof and supersedes and
replaces all prior negotiations, communications and correspondence between the
parties hereto. There are no warranties, representations, terms, conditions or
collateral agreements, express or implied, statutory or otherwise, among the
Vendor and Jericho other than as expressly set forth in this Agreement and the
Schedule hereto.
6.6 Enurement
---------
This Agreement will enure to the benefit of and be binding upon each of the
parties hereto and their respective successors, liquidators and permitted
assigns.
6.7 Assignment
----------
No party hereto may assign any of its right, title or interest in, to or under
this Agreement, nor will any such purported assignment be valid amongst the
parties hereto, except with the prior written consent of all parties hereto,
such consent not to be unreasonably withheld.
6.8 Governing Law
-------------
This Agreement will be construed and interpreted in accordance with the laws of
the Province of British Columbia, Canada and the laws of Canada applicable
therein. The parties hereto irrevocably attorn to the jurisdiction of the
arbitrators and courts of the Province of British Columbia, Canada and the venue
for any actions or arbitrations arising out of this Agreement will be Vancouver,
Canada.
6.9 Notices
-------
All notices, payments, and other required communications ("Notices") to the
parties hereto shall be in writing and shall be addressed respectively as
follows:
(a) If to Jericho:
Jericho Minerals Inc.
0000 Xxxx 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(b) If to the Vendor:
Xxxxxx Bekroploulos
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
All notices shall be given (i) by personal delivery to the party by leaving a
copy at the place specified for notice with a receptionist or an apparently
responsible individual, or (ii) by electronic facsimile communication. All
notices will be effective and will be deemed delivered (i) if by personal
delivery, on the date of delivery if delivered during normal business hours and,
if not delivered during normal business hours, on the next business day
following delivery, and (ii) if by electronic communication, on the next
business day following receipt of the electronic communication. A party hereto
may change its address for notice by notice to the other party.
6.10 Counterparts
------------
This Agreement, and any certificates or other writing delivered in connection
herewith, may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same documents, and all such
counterparts will be construed together and will constitute one and the same
instrument. The execution of this Agreement and any other writing by any party
hereto or thereto will not become effective until counterparts hereof or
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages, hereof or thereof, to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart.
The parties hereto have executed and delivered this Agreement as of the date
first written above.
JERICHO MINERALS INC.
Per:
Xxx Xxxxxxx
President
-----------------------------
Xxxxxx Bekropoulos
Schedule 1
Description of Property
Claim Name Tenure Number
---------- -------------
Yarnet 1 412190
Yarnet 2 412191
Yarnet 3 412192
Yarnet 4 412193
Yarnet 5 412194
Yarnet 6 412195
Yarnet 7 412196
Yarnet 8 412197
