OPTION AGREEMENT
BETWEEN:
CANALASKA VENTURES LTD.
-AND-
NORTHWESTERN MINERAL VENTURES INC.
CONCERNING;
THE WATERBURY PROJECT
OPTION AGREEMENT
THIS AGREEMENT, made effective as of the 9th day of November, 2005
BETWEEN:
CANALASKA VENTURES LTD., a corporation incorporated under the laws of the
Province of British Columbia,
(the"OPTIONOR")
-and-
NORTHWESTERN MINERAL VENTURES INC., a corporation incorporated under the laws of
the Province of Ontario,
(the "OPTIONEE")
(collectively, the "PARTIES" and each, a "PARTY")
WITNESSETH THAT:
WHEREAS the Optionor owns and holds directly 100% of the right, title and
interest in and to the Property (as defined herein);
AND WHEREAS the Parties hereto entered into a letter of intent concerning the
Property made as of the 6th day of October, 2005 (the "LETTER OF INTENT"). in
order to provide for the grant to the Optionee of the Options (as defined
herein) to acquire from the Optionor up to a 75% interest in the Property;
AND WHEREAS the Parties now wish to enter into this Agreement as contemplated in
the Letter of Intent in order to grant the Options to the Optionee, all for the
consideration and upon the terms and conditions set forth herein;
NOW THEREFORE in consideration of the mutual covenants herein contained, the
Parties agree as follows:
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ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 Definitions
Capitalized words and phrases used in this Agreement shall have the meaning
given to such words and phrases below:
"50% OPTION" shall have the meaning ascribed thereto in Section 3.1 hereof.
"60% OPTION" shall have the meaning ascribed thereto in Section 3.2 hereof.
"75% OPTION" shall have the meaning ascribed thereto in Section 3.3 hereof.
"ABORIGINAL PEOPLES" shall mean any peoples native to Canada that Claim or have
a right or interest in or to the Property that is dependent upon constitutional
or other lawful non-contractual rights or powers.
"ACQUISITION DATE" shall have the meaning ascribed thereto in Section 3.1
hereof.
"AFFILIATE" means any corporation, company, partnership, joint venture or firm
that controls, is controlled by or is under common control with a Person. For
purposes of this definition, "control" shall mean (a) in the case of corporate
entities, direct or indirect ownership of more than 50% of the stock or shares
entitled to vote for the election of directors; and (b) in the case of
non-corporate entities, direct or indirect ownership of more than 50% of the
equity interest with the power to direct the management and policies of such
non-corporate entities.
"AGREEMENT" means this Option Agreement, including all schedules, and all
instruments supplementing, amending or confirming this Agreement and references
to "Article" or "Section" are to the specified article or section of this
Agreement.
"APPLICABLE LAW" means any applicable Canadian or foreign federal, provincial,
state or local statute, regulation, rule, by-law, ordinance, order, policy or
consent, including the common law, as well as any other enactment, treaty,
official directive or guideline issued by a Governmental Authority and the terms
and conditions of any permit, licence or similar document or approval issued by
a Governmental Authority, and shall also include any order, judgment, decree,
injunction, ruling, award or declaration, or other decision of whatsoever nature
of a court, administrative or quasi-judicial tribunal, an arbitrator or
arbitration panel or a Governmental Authority of competent jurisdiction that is
not subject to appeal or that has not been appealed within the requisite time
therefor.
"BUSINESS DAY" means a day, other than a Saturday, Sunday or statutory holiday,
on which the principal commercial banks located at Toronto, Ontario are open for
business during normal banking hours.
"CLAIM" means any claim, demand, action, cause of action, damage, loss, cost,
liability or expense, including reasonable legal fees and all reasonable Costs
incurred in
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investigating or pursuing any of the foregoing or any proceeding relating to any
of the foregoing.
"CONFIDENTIALITY" means to maintain in confidence and not to disclose the
applicable information to third parties, except:
(i) employees, officers, directors, consultants, agents and other
representatives that need to know or ought to know in order to discharge their
respective duties in an efficient manner; or
(ii) Persons that are or may be interested in advancing, loaning, investing or
otherwise providing potential debt or equity to a Party, including banks,
financial institutions, brokerage companies and their respective employees,
officers, directors, consultants, agents and other representatives, provided,
however, that such Persons agree to maintain the information to be disclosed in
confidence for a period not less than two years;
and "CONFIDENTIAL" and "CONFIDENCE" shall have similar meanings.
"COSTS" means any and all damages, including exemplary and punitive damages,
losses, including economic losses, costs, expenses, liabilities and obligations
of whatsoever kind, direct or indirect, including fines, penalties, interest,
lawyers' fees and disbursements, and taxes thereon.
"DEVELOPMENT STAGE" shall have the meaning ascribed thereto in Section 3.3
hereof.
"EFFECTIVE DATE" means the date of this Agreement.
"ELECTION DATE" shall have the meaning ascribed thereto in Section 3.2 hereof.
"ENCUMBRANCES" means any pledge, lien, restriction, charge, security agreement,
lease, conditional sale, title retention agreement, mortgage, encumbrance,
assignment by way of or in effect as security, or any other security interest,
and any option or adverse Claim, of any kind or character whatsoever.
"ENVIRONMENTAL LAWS" means all Applicable Laws relating to the protection of the
environment, including air, soil, surface water, ground water, biota, wildlife
or personal or real property, or to employee and public health and safety, and
includes those Environmental Laws that regulate, ascribe, provide for or pertain
to liabilities or obligations in relation to the existence, use, production,
manufacture, processing, distribution, transport, handling, storage, removal,
treatment, disposal, emission, discharge, migration, seepage, leakage, spillage
or release of Substances or the construction, alteration, use or operation,
demolition or decommissioning of any facilities or other real or personal
property.
"EVENT OF FORCE MAJEURE" shall xxxx the meaning ascribed thereto in Section 9.3
hereof.
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"EXPENDITURES" means any and all expenditures and Costs of any kind incurred in
respect of the Property, including expenditures incurred on Studies and all
Operator's Fees, and such Expenditures shall be deemed to have been incurred
upon the earlier of:
(i) the date of payment of same; or
(ii) the date upon which such Expenditures become due and payable pursuant to
the applicable contractual obligation;
provided, however, that Expenditures shall not include legal Costs to prepare
this Agreement, nor implement any of the transactions contemplated herein, or to
acquire additional mineral properties. For greater clarity, costs to maintain
the Property in good standing shall qualify as Expenditures, and such amounts
shall be credited towards the Optionee's Expenditure obligations as outlined
under Article 3 of this Agreement.
"FEASIBILITY STUDY" means a study prepared at the direction of the Optionee by a
recognized firm of mining engineering consultants which contains a detailed
examination of the feasibility of bringing a deposit of minerals on the Property
into commercial production by the establishment of a mine, reviews all
outstanding issues, contains the statement of the ore reserves, reviews the
nature and scale of any proposed operation, contains an estimate of the
construction costs and production costs and is in the form of a bankable
document (meaning a document appropriate for presentation to a bank or other
financial institutions from which a party might wish to secure financing).
"GOVERNMENTAL AUTHORITIES" means all applicable federal, provincial or state and
municipal agencies, boards, tribunals, ministries and departments, both Canadian
and foreign.
"INDEMNIFIED PARTY" shall have the meaning ascribed thereto in Section 7.1
hereof.
"INDEMNIFYING PARTY" shall have the meaning ascribed thereto in Section 7.1
hereof.
"INITIAL EXPENDITURES" shall have the meaning ascribed thereto in Section 3.1
hereof.
"INFERTILE PROPERTY" shall have the meaning ascribed thereto in Section 5.1
hereof.
"JOINT VENTURE" shall have the meaning ascribed thereto in Section 4.4 hereof.
"JOINT VENTURE AGREEMENT" means the agreement for the further exploitation and
development of the Property that both Parties have undertaken to negotiate in
good faith and use their best efforts to execute on such terms as are mutually
agreeable to the Parties following the exercise by the Optionee of the 50%
Option in accordance with the terms and conditions of this Agreement.
"LETTER OF INTENT" shall have the meaning ascribed thereto in the recitals
hereto.
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"MATERIAL CONTRACT" means any contract or commitment, whether oral or written,
to which the Optionor is bound or in respect of which the Optionor may have
liability and that relates to the Property.
"MINERAL CLAIMS" means those nine mineral claims in six separate blocks
totalling 12,417 hectares, all as further described in Schedule A hereto, as
well as all additional mineral properties acquired pursuant to Article 8 hereof.
"MINING OPERATIONS" includes every kind of work done on or in respect of the
Property or the products therefrom and, without limiting the generality of the
foregoing, includes the work of assessment, geophysical, geochemical and
geological surveys, studies and mapping, investigating, drilling, designing,
examining, equipping, improving, surveying, shaft sinking, raising,
cross-cutting and drifting, searching for, digging, trucking, sampling, working
and procuring minerals, ores and metals, surveying and bringing any mining
claims to lease or patent, and doing all other work usually considered to be
prospecting, exploration, development and/or mining work.
"MISCELLANEOUS INTERESTS" means the interests of the Optionor in all property,
assets and rights (other than the Property) ancillary to the Property to which
the Optionor is entitled including, but not limited to, the interests of the
Optionor in:
(a) any Studies;
(b) all contracts, agreements and documents relating to the Property and
the operations conducted thereunder or any rights in relation thereto;
(c) all subsisting rights to enter upon, use and occupy the surface of
any lands forming part of the Property or of any lands to be traversed in
order to gain access to any of the lands forming part of the Property;
(d) all assignable permits, licenses and authorizations relating to the
Property;
(e) all books, records, data and other information relating to the
Property, including accounting records, plans, drawings and
specifications;
(f) Intentionally Deleted;
(g) Intentionally deleted; and
(h) all pre-paid expenses and deposits relating to the Property.
"NOTICE" shall have the meaning ascribed thereto in Section 9.7 hereof.
"NSR" means net smelter royalty.
"NWT SHARES" means the issued and outstanding shares of the Optionee, which
carry the right to vote at shareholders' meetings, the right to receive
dividends and the right to a proportionate share of assets upon dissolution, as
constituted on the Effective Date.
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"OPERATOR" means the Party that is entitled to direct exploration work,
including work plans and budgets to be implemented, in respect of the Property,
all in accordance with Section 5.1 hereof.
"OPERATOR'S FEE" has the meaning ascribed thereto in Section 5.1 hereof.
"OPTION PERIOD" means the period of time from the Effective Date to the date
upon which the Optionee exercises the 75% Option or the Option terminates, all
pursuant to the terms hereof.
"OPTIONEE" shall have the meaning ascribed thereto in the recitals hereto.
"OPTIONOR" shall have the meaning ascribed thereto in the recitals hereto.
"OPTIONOR NSR" shall have the meaning ascribed thereto in Section 4.1 hereof.
"OPTIONS" means the 50% Option, the 60% Option and the 75% Option, collectively.
"PARTIES" means the Optionor and the Optionee together, and "PARTY" means any
one of them.
"PERMITTED ENCUMBRANCES" means;
(a) easements, rights of way, servitude and similar rights in land
including, but not limited to, rights of way and servitude for highways
and other roads, railways, sewers, drains, gas and oil pipelines, gas and
water mains, electric power, telephone, telegraph or cable television
conduits, poles, wires and cables which are not material;
(b) the right reserved to or vested in any Governmental Authority by the
terms of any lease, licence, grant or permit forming part of the Property,
or by any statutory provision, to terminate any such lease, licence, grant
or permit or to require annual or other periodic payments as a condition
of the continuance of them, as well as all other reservations,
limitations, provisos and conditions in any original grant from
Governmental Authorities;
(c) the right of any Governmental Authority to levy taxes on minerals or
the revenue therefrom and governmental restrictions on production rates on
the operation of a mine on the Property, as well as all other rights
vested in any Governmental Authority to control or regulate the Property
pursuant to Applicable Laws;
(d) any liens, charges or other Encumbrances:
(i) for taxes, assessments or governmental charges;
(ii) incurred, created and granted in the ordinary course of
business to a public utility or Governmental Authority in connection
with operations
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conducted with respect to the Property, but only to the extent those
liens relate to Costs for which payment is not due; and
(e) any other rights or Encumbrances consented to in writing by the
Optionce or granted by the Optionee.
"PERSON" means any individual, sole proprietorship, partnership, unincorporated
association, unincorporated syndicate, unincorporated organization, trust,
company, corporation or other body corporate, union, Governmental Authority and
a natural person in his capacity as trustee, executor, administrator, or other
legal representative.
"PRESS RELEASE" shall have the meaning ascribed thereto in Section 6.4 hereof.
"PROPERTY" means collectively the Miscellaneous Interests and all permits,
licenses and other documents of title, including replacement or substitute forms
of documents of title, by virtue of which the holder is entitled to explore for,
develop, produce, mine, recover, remove or dispose of minerals from on or within
the lands comprising the Mineral Claims.
"SECOND ELECTION DATE" shall have the meaning ascribed thereto in Section 3.3
hereof.
"SECOND EXPLORATION PERIOD" shall have the meaning ascribed thereto in Section
3.2 hereof.
"STUDIES" means any and all studies pertaining to the Property, including all:
(f) geological, resource, reserve, mining and product quality studies;
and
(g) socio-economic, environmental, transportation, infrastructure,
power, market and financial studies.
"SUBSTANCE" means any contaminant, pollutant or hazardous substance that is
likely to cause harm or degradation to the environment or risk to human health
or safety, including any pollutant, contaminant, waste, hazardous waste, toxic
substance or dangerous good which is defined or identified in any Environmental
Law.
"SUCCESSORS" means successors and includes any successor continuing by reason of
amalgamation or other reorganization and any Person to which assets are
transferred by reason of a liquidation, dissolution or winding-up.
1.2 Schedules
The following Schedule to this Agreement, as listed below, is an integral part
of this Agreement:
Schedule Description
-------- ------------
Schedule A Property Description
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Schedule B Additional Definitions
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
2.1 Optionor's Representations and Warranties
The Optionor, to the best of its knowledge, represents and warrants to the
Optionee at the time of the execution of this Agreement as follows:
(a) the Optionor is the sole registered and beneficial owner of a 100%
interest in the Property, free and clear of all Encumbrances, Claims
and defects in title, other than the Permitted Encumbrances;
(b) during the term of this Agreement, the Optionor shall take all
actions and do all things necessary or desirable to ensure that (i)
no liabilities are incurred on the Property other than with the
express written consent of the Optionee; and (ii) the Property
remains free and clear of all Encumbrances whatsoever other than the
Optionor NSR and the Permitted Encumbrances;
(c) the description of the Property set forth herein is true and
correct;
(d) there have been no mines developed on the Property to the date
hereof;
(e) it has obtained all required approvals and authorizations to grant
the Options to the Optionee, and to transfer up to a 75% interest in
the Property to the Optionee in accordance with the terms hereof,
and the Optionor has sole and complete power and authority to deal
with the Property in the manner contemplated in this Agreement;
(f) except for the Permitted Encumbrances and the rights of the Optionee
under this Agreement, the Optionor has not done any act or suffered
or permitted any action to be done whereby any Person may acquire
any interest in or to the Property or minerals to be produced from
the Property;
(g) no Person has any right under preferential, pre-emptive or first
purchase rights or otherwise to acquire any interest in the Property
that might be triggered by virtue of this Agreement or the
transactions contemplated hereby;
(h) there is no actual, threatened or, to the best of its knowledge,
contemplated Claim or challenge relating to the Property, nor to the
best of its information, knowledge and belief is there any basis
therefor, and there is not presently outstanding against the
Optionor any judgment, decree, injunction, rule or order of any
court, Governmental Authority or arbitrator which would have a
material effect upon the Property;
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(i) all taxes, assessments, rentals, levies and other payments, as well
as all reports, relating to the Property and required to be made,
performed and filed to and with any Governmental Authority in order
to maintain the Property in good standing have been so made,
performed or filed, as the case may be;
(j) the Property is in good standing and in full compliance with the
mining legislation and regulations of the Province of Saskatchewan;
(k) to the best of the Optionor's knowledge there has been no Claim made
by any Aboriginal Peoples, nor is there any basis therefor, with
respect to any right or interest in or to the Property;
(1) to the best of the Optionor's knowledge, conditions on and relating
to the Property respecting all past and current operations thereon
are in compliance in all material respects with all Applicable Laws,
including all Environmental Laws;
(m) it has not received any notice of, or communication relating to, any
actual or alleged breach of any Environmental Laws, and there are no
outstanding work orders or actions required to be taken relating to
environmental matters respecting the Property or any operations
carried out thereon; and
(n) it is not a party to or bound by any guarantee, indemnification,
surety or similar obligation pertaining to the Property and, except
for this Agreement, no Material Contracts have been entered between
the Optionor and any other Person with respect to the Property other
than the Letter of Intent.
2.2 Representations and Warranties of the Parties
Each Party represents and warrants to the other as follows:
(a) it is a corporation duly incorporated and validly existing under the
laws of its jurisdiction of incorporation, amalgamation or continuance, as
the case may be, and has all necessary corporate power, authority and
capacity to own its property and assets and to carry on its business as
presently conducted;
(b) the execution, delivery and performance of this Agreement do not,
and the fulfillment and compliance with the terms and conditions hereof by
it (to the extent required herein) and the consummation of the
transactions contemplated hereby will not, conflict with any of, or
require the consent or waiver of rights of any Person under, its
constating documents or by-laws, nor to the best of its knowledge do or
will any of the foregoing:
(i) violate any provision of or require any consent,
authorization or approval under any Applicable Law;
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(ii) conflict with, result in a breach of, constitute a default
under (whether with notice or the lapse of time or both), accelerate
or permit the acceleration of the performance required by, or
require any consent, authorization or approval which has not been
obtained under any agreement or instrument to which it is a party or
by which it is bound or to which any of its property is subject; or
(iii) result in the creation of any Encumbrance upon its interest
in the Property, in the case of the Optionor;
(c) it has all necessary power, authority and capacity to enter into
this Agreement and to carry out its obligations under this Agreement and
the execution and delivery of this Agreement and the consummation of the
transactions contemplated in this Agreement have been duly authorized by
all necessary corporate action on its part;
(d) this Agreement constitutes a valid and binding obligation of it,
enforceable against it in accordance with the terms of this Agreement,
subject, however, to limitations with respect to enforcement imposed by
law in connection with bankruptcy or similar proceedings and to the extent
that equitable remedies such as specific performance and injunction are in
the discretion of the court from which they are sought; and
(e) it has not incurred any liability, contingent or otherwise, for
brokers' or finders' fees in respect of the transactions contemplated
herein.
No investigations made by or on behalf of a Party at any time shall have the
effect of waiving, diminishing the scope of or otherwise affecting any
representation or warranty made by the other Party in or pursuant to this
Agreement. No waiver by a Party of any condition or other provision, in whole or
in part, shall constitute a waiver of any other condition or provision.
2.3 Nature and Survival
(a) All statements contained in any certificate or other instrument
delivered by or on behalf of a Party pursuant to or in connection with the
transactions contemplated in this Agreement shall be deemed to be
representations and warranties made by such Party under this Agreement.
(b) The representations and warranties contained in this Article 2 shall
survive the execution and delivery of the Joint Venture Agreement and
shall continue in full force and effect for the duration of the Joint
Venture Agreement.
(c) If, prior to the expiry of the survival periods provided for in
Section 2.3(b), no written Claim shall have been made under this Agreement
against a Party for any misstatement, inaccuracy or incorrectness or
breach of any representation or warranty made in this Agreement by such
Party, such Party shall have no further liability under this Agreement
with respect to such representation
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or warranty. In providing a Claim, the Party making the Claim shall not be
obligated to set out in the Claim the amount of Costs suffered by such
Party, if such Costs, as at the time of making the Claim, are not
reasonably ascertainable.
ARTICLE 3 OPTION
3.1 Grant of 50% Option
The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "50% OPTION") exercisable in the manner described herein, to acquire
a 50% legal and beneficial interest in the Property free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR, which interest shall vest on the date (the "ACQUISITION DATE") upon which
each of following events has been completed:
(a) cash payments made by the Optionee to the Optionor, as follows:
--------------------------------------------------------------------
On or prior to the earlier of December 9,2005
and the Execution Date Cdn $25,000
--------------------------------------------------------------------
On or prior to April 1,2006 Cdn $25,000
--------------------------------------------------------------------
On or prior to April 1,2007 Cdn $50,000
--------------------------------------------------------------------
On or prior to April 1,2008 Cdn $50,000;
--------------------------------------------------------------------
(b) the issuance by the Optionee of NWT Shares to the Optionor, as
follows:
--------------------------------------------------------------------
On or prior to the earlier of December 9, 100,000 NWT Shares
2005 and the Execution Date
--------------------------------------------------------------------
On or prior to April 1,2006 100,000 NWT Shares
--------------------------------------------------------------------
On or prior to April 1,2007 100,000 NWT Shares;
--------------------------------------------------------------------
and
(c) the completion of exploration Expenditures by the Optionee of a
minimum of Cdn$2,000,000 on the Property, as follows:
(i) Cdn$500,000 (the "INITIAL EXPENDITURES") by April 1,
2006, subject to the availability of airborne equipment,
flight availability, and availability of drilling and
exploration equipment on such terms as are reasonable to the
Optionee, acting reasonably. If such equipment is not
available on such terms as are acceptable to the Optionee,
acting reasonably, the Optionor hereby agrees to consent
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to a later deadline for the completion of the Initial
Expenditures by the Optionee, which later deadline shall be
mutually agreed upon by both the Optionor and the Optionee,
each acting reasonably. The Optionee has agreed to reimburse
the Optioner for airborne surveys carried out on the property
since the completion of the Letter of Agreement. Such
payment, which is estimated to be Cdn $100,000, will form
part of and will count towards the Initial Expenditures, and
will be payable on the Execution date.
(ii) a further Cdn$750,000 on or prior to April 1,2007; and
(iii) a further Cdn$750,000 on or prior to April 1,2008.
Expenditures in excess of the minimum requirements set forth above
in any given year shall count towards the minimum Expenditures set
forth above in subsequent years.
Forthwith upon completion of each of the above events set forth in subsections
3.1 (a), (b) and (c), the Optionor will take all actions and do all things
necessary or desirable to effect a transfer of 50% of its legal and beneficial
right, title and interest in and to the Property to the Optionee in accordance
with Article 4 below.
3.2 Grant of 60% Option
The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "60% OPTION") exercisable in the manner described herein, to acquire
a further 10% legal and beneficial interest in the Property (for an aggregate
60% legal and beneficial interest in the Property) free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR.
In order to exercise its 60% Option, the Optionee must (i) provide written
notice of such election to the Optionor within 90 days from the Acquisition Date
(the date of such written notice being hereinafter referred to as the "ELECTION
DATE") and (ii) complete a further Cdn$2,000,000 in exploration Expenditures on
the Property within the period commencing on the Election Date and terminating
on the second anniversary of the Election Date (the "SECOND EXPLORATION
PERIOD"), and the Optionee shall be required to complete minimum annual
Expenditures on the Property of Cdn$500,000 in each year of the Second
Exploration Period.
Upon completion of aggregate exploration Expenditures of Cdn$2,000,000 on the
Property during the Second Exploration Period as required pursuant to this
Section 3.2, the Optionor will take all actions and do all things necessary or
desirable to effect a transfer of a further 10% of its legal and beneficial
right, title and interest in and to the Property to the Optionee, such that the
Optionee thereafter holds a 60% legal and beneficial interest in the Property in
accordance with Article 4 below.
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3.3 Grant of 75% Option
The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "75% OPTION") exercisable in the manner described herein, to acquire
a further 15% legal and beneficial interest in the Property (for an aggregate
75% legal and beneficial interest in the Property) free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR.
In order to exercise its 75% Option, the Optionee must (i) provide written
notice of such election to the Optionor within 90 days following the date upon
which it has fully exercised its 60% Option (the date of such written notice
being hereinafter referred to as the "SECOND ELECTION DATE"); (ii) complete a
Feasibility Study on the Property within the period commencing on the Second
Election Date and terminating on the second anniversary of the Second Election
Date (the "DEVELOPMENT STAGE"); (iii) issue 200,000 NWT Shares to the Optionor
as soon as reasonably practical following the Second Election Date; and (iv)
complete minimum annual budgeted programs on the Property of Cdn $500,000 per
year for each full year of the Development Stage. Notwithstanding the foregoing,
the Optionee may elect prior to the expiry of the Development Stage to extend
such Development Stage for an additional two year period by paying to the
Optionor a fee of Cdn$250,000 in advance for each incremental year of such
extension.
Upon completion of each of the above events set forth in subsections 3.3(i),
(ii), (iii) and (iv), the Optionor will take all actions and do all things
necessary or desirable to effect a transfer of a further 15% of its legal and
beneficial right, title and interest in and to the Property to the Optionee,
such that the Optionee thereafter holds a 75% legal and beneficial interest in
the Property in accordance with Article 4 below.
3.4 No Obligation
The Optionee has the right, but not the obligation, to incur the Expenditures,
issue the NWT Shares and do all other things necessary in order to exercise the
50% Option, the 60% Option and the 75% Option pursuant to this Article 3.
3.5 Notice of Option
The Optionee shall have the right to register notice of this Agreement for the
sole purpose of giving notice of its Option rights hereunder. Such notice shall
be removed by the Optionee upon termination of this Agreement.
3.6 Optionor NSR
The Optionor NSR, if any, shall be payable to the Optionor in equal quarterly
instalments commencing at the end of the first full calendar quarter during
which such Optionor NSR becomes payable. The reasonably estimated amount of the
Optionor NSR, if any, payable for each calendar quarter shall be paid within 60
days after the end of the quarter to which it relates, accompanied by a
statement for the quarter in question. The balance, if any, of the Optionor NSR
payable for a full calendar year shall be paid within 60 days after the end of
the calendar year in question, accompanied by a statement of the
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Optionor NSR for such year, duly certified by a chartered accountant appointed
for such purpose. Any overpayment for a calendar year shall be deductible from
payments due in subsequent year(s).
ARTICLE 4 VESTING OF INTEREST
4.1 Vesting of 50% Interest
Should the Optionee take all actions and do all things necessary to exercise the
50% Option in accordance with Section 3,1, then;
(a) the Optionee shall give notice to the Optionor of such fact;
(b) the Parties shall execute the Joint Venture Agreement in accordance
with Section 4.4 below and, until such execution, the Parties shall be
deemed to have executed same; and
(c) the Optionor will take all actions and do all things necessary or
desirable to effect a transfer of 50% of its legal and beneficial right,
title and interest in and to the Property to the Optionee, such that the
Optionee thereafter holds a 50% legal and beneficial interest in the
Property.
In consideration for the transfer such 50% interest, the Optionor shall be
entitled to receive an aggregate NSR of three percent (3%) of the Net Smelter
Returns (as defined in Schedule "B" hereto) derived from the Property following
the commencement of Full Scale Production (as defined in Schedule "B" hereto)
thereon (the "OPTIONOR NSR").
4.2 Vesting of 60% Interest
Should the Optionee take all actions and do all things necessary to exercise the
60% Option in accordance with Section 3.2, then:
(a) the Optionee shall give notice to the Optionor of such fact; and
(b) the Optionor will take all actions and do all things necessary or
desirable to effect a transfer of a further 10% of its legal and
beneficial right, title and interest in and to the Property to the
Optionee, such that the Optionee thereafter holds a 60% legal and
beneficial interest in the Property.
4.3 Vesting of 75% Interest
Should the Optionee take all actions and do all things necessary to exercise the
75% Option in accordance with Section 3.3, then:
(a) the Optionee shall give notice to the Optionor of such fact;
(b) the Optionor will take all actions and do all things necessary or
desirable to effect a transfer of a further 15% of its legal and
beneficial right, title and
15
interest in and to the Property to the Optionee, such that the Optionee
thereafter holds a 75% legal and beneficial interest in the Property;
(c) this Agreement shall be terminated except for Articles 2,6 and 7
(reps and warranties, confidentiality and indemnification) which shall
continue in full force and effect; and
(d) neither Party shall be liable to the other as a result of such
termination of this Agreement, save and except for prior breaches
hereunder.
4.4 Joint Venture Agreement
(a) Upon the Optionee exercising its 50% Option pursuant to Section 3.1
hereof, the Parties shall be deemed to have formed a new joint venture
(the "JOINT VENTURE"), and subject to the Optionor continuing to exercise
the Option during the Option Period, the percentages of the contributions
of each of the Parties shall be adjusted accordingly, such that each Party
shall be deemed to have contributed the following amounts to the Joint
Venture on a going-forward basis:
(i) the Optionee shall be deemed to have contributed an amount equal to
its actual exploration expenditures completed on the Property to the
applicable date in accordance with Article 3 hereof (the "ACTUAL
EXPENDITURES"); and
(ii) the Optionor shall be deemed to have contributed an amount in
relation to the Actual Expenditures which is proportionate to the
respective interests of the Parties in the Property as at such date.
(b) If either of the Parties allows its interest in the Joint Venture to
be diluted below a 10% participating interest in the Property, then such
Party's interest will revert to a 3% NSR which, for greater certainty,
shall be in addition to the Optionor's NSR. The Optionor's NSR shall rank
first in priority. To calculate a Party's interest in the Joint Venture,
the deemed expenditures of such Party pursuant to subsection (a) above
shall be divided by the total deemed expenditures incurred by both Parties
pursuant to subsection (a) above.
(c) The Parties agree and acknowledge that (i) the Parties shall at all
times use their best efforts to negotiate and adopt a mutually acceptable
work program with respect to the Property; and (ii) in the event that the
Parties are unable to establish a mutually acceptable work program with
respect to the Property, the Optionee shall have the authority to make the
final determination with respect to all such matters.
(d) After the formation of the Joint Venture, both of the Parties shall
contribute to further programs on the Property based upon the respective
interests in the Property. On or before the exercise by the Optionee of
its 50% Option pursuant to Section 3.1 hereof, the Parties shall negotiate
in good faith and use their best efforts to execute the Joint Venture
Agreement governing the Joint
16
Venture. The Joint Venture Agreement shall incorporate the terms set out
herein in respect of the relationship of Parties in the Joint Venture and
such other terms as the Parties may agree.
(e) In the event that the Parties are unable to execute the Joint
Venture Agreement in a mutually agreeable form, the Parties shall submit
the matter to an independent mediator in the City of Toronto which
mediator shall be appointed by mutual agreement of the Parties, acting
reasonably. The Parties further agree and acknowledge that the
determination of such independent mediator shall be final and binding on
the Parties. The costs and expenses of such independent mediator shall be
borne equally by the Parties, or in such other proportion as may be
determined by the independent mediator.
ARTICLES OPTION PERIOD OPERATIONS
5.1 Option Period Matters
(a) During the Option Period;
(i) the Operator shall have the sole and exclusive right to carry
out exploration programs on the Property, and each of the Parties
shall have the right of reasonable access to the Property;
(ii) the Operator shall maintain the Property in good standing by
paying all appropriate mining duties, taxes or other applicable fees
and filing all exploration reports, including those duties and
reports referred to in the mining legislations and regulations of
the Province of Saskatchewan (and, for greater certainty, the
proceeds of the Expenditures incurred pursuant to Article 3 may be
applied towards such payments but in no circumstances shall this
subsection be construed so as to require any expenditures to be
incurred on the Property by the Optionee in excess of the applicable
Expenditures set forth in Article 3 hereof);
(iii) the Optionor shall be the Operator of the Property until such
time as the Optionee has fully exercised its 60% Option, and
thereafter, the Optionee will act as Operator of the Property;
(iv) the Optionor will receive an annual management fee equal to
10% of the exploration Expenditures incurred on the Property (the
"OPERATOR'S FEE") in each respective year of its operation thereof;
(v) all Operator's fees paid, and all payments necessary to keep
the Property in good standing, during the Option Period will count
towards the minimum Expenditure requirements of the Optionee noted
in Article 3 above;
(vi) at all times following the Acquisition Date, neither Party
may enter into any agreement or understanding with any third party
concerning its
17
interest in the Property without the prior written consent of the
other Party, which consent may not be unreasonably withheld;
(vii) subject to subsection 4.4(c) hereof, the Operator shall, at
the direction and under the control of the Optionee, prepare, or
cause to be prepared, such programs, budgets and studies as would
enable the Optionee to incur the Expenditures as provided in Section
3.3 hereof The Optionor and Optionee shall establish a management
committee consisting of the chief executive of each Party, and their
respective senior geologist (the "MANAGEMENT COMMITTEE"). The
content and timing of the programs, budgets and studies as discussed
above must be presented to the Management Committee for approval. In
the event of a deadlock of the Management Committee, the Optionee
shall cast the deciding vote;
(viii) the Operator shall ensure that all work so performed is done
in accordance with good mining practice and In compliance with all
Applicable Laws and shall indemnify the other Party from and against
all Claims in respect of such work, including liens arising from the
non-payment of workers or suppliers;
(ix) the Operator shall use its best efforts to ensure that all
budgeted exploration expenditures incurred on the Property shall
constitute "Canadian exploration expenses" as defined in the Income
Tax Act (Canada) as amended from time to time, and all rules and
regulations made pursuant thereto, and any proposed amendments
thereto;
(x) the Operator shall report on all such work so performed or
being performed on such regular intervals and in such detail as the
other Party may request;
(xi) both Parties shall have access to the Property, at their sole
risk and expense, and to all records pertaining to the Property;
(xii) both Parties shall have the right to propose that a portion
of the Property be abandoned ("INFERTILE PROPERTY") and, if the
Parties should agree, the Infertile Property shall be abandoned. In
the event of deadlock, the Optionee shall cast the deciding vote on
whether or not to abandon the Infertile Property;
(xiii) the Optionor shall use its best efforts to seek and advise
the Optionee of all available provincial and federal tax credits for
exploration work conducted in connection with the Property, and
shall, when directed, apply for same for the benefit of the Optionee
in the event that the Optionee funds the Expenditures in connection
with such exploration work, further to Article 3 hereof; and
(xiv) the Optionee shall have the right to audit the expenditures
of the Optionor in respect of the Property, and the Optionor, while
acting as the
18
Operator, must provide the Optionee with monthly status
reports as to progress of exploration on the Property and the
associated expenditures in relation to such exploration on
the Property.
ARTICLE 6 CONFIDENTIALITY AND INFORMATION
6.1 Confidentiality of Information
All information provided to or received by the Parties hereunder shall be
treated as Confidential ("CONFIDENTIAL INFORMATION"). The Optionee and the
Optionor shall each solicit the consent of the other to the disclosure of
Confidential Information in circumstances other than those set forth in Section
6.2 and such consent shall not be unreasonably withheld or delayed.
6.2 Permitted Disclosure
The consent required by Section 6.1 shall not apply to a disclosure to:
(a) comply with any Applicable Laws, stock exchange rules or a
regulatory authority having jurisdiction;
(b) a director, officer or employee of a Party;
(c) an Affiliate of a Party;
(d) a consultant, contractor or subcontractor of a Party that has a bona
fide need to be informed;
(e) any third party to whom the disclosing Parry may assign any of its
rights under this Agreement; or
(f) a bank or other financial institution from which the disclosing
Party is seeking equity or debt financing,
provided, however, that in the case of Sections 6.2(e) and (f) the third party
or parties, as the case may be, agree to maintain in Confidence for A period of
not less than two years with respect to any of the Confidential Information so
disclosed to them.
6.3 Exception
The obligations of Confidence and prohibitions against use under this Agreement
shall not apply to information that the disclosing Party can show by reasonable
documentary evidence or otherwise;
(a) as of the Effective Date, was in the public domain;
(b) after the Effective Date, was published or otherwise became part of
the public domain through no fault of the disclosing party or an Affiliate
thereof (but
19
only after, and only to the extent that, it is published or otherwise
becomes part of the public domain);
(c) was information that the disclosing party or its Affiliates were
required to disclose pursuant to the order of any Governmental Authority
or judicial authority.
6.4 Joint Press Release
The Optionor and the Optionee acknowledge that each of them has an obligation to
disclose, inter alia, a summary of the terms and conditions of this Agreement to
its shareholders pursuant to Applicable Laws ("PRESS RELEASE"). The Parties
agree to cooperate on the form of the Press Release. Notwithstanding the
foregoing, it is acknowledged that the Press Release will disclose all
information required pursuant to National Instrument 43-101 of the Canadian
Securities Administrators.
ARTICLE 7 INDEMNIFICATION
7.1 Mutual Indemnifications
The Optionor covenants and agrees with the Optionee, and the Optionee covenants
and agrees with the Optionor (the Party so covenanting being referred to in this
Section as the "INDEMNIFYING PARTY", and the other Party being referred to in
this Section as the "INDEMNIFIED PARTY") that the Indemnifying Party shall:
(a) be solely liable and responsible for any. and all Claims which the
Indemnified Party or any of its respective directors, officers, servants,
agents and employees, together with the Successors, assigns,
administrators, executors, heirs and all other legal representatives of
the foregoing, may suffer, sustain, pay or incur; and
(b) indemnify and save the Indemnified Party and its respective
directors, officers, servants, agents and employees, together with the
Successors, assigns, administrators, executors, heirs and all other legal
representatives of the foregoing, harmless from any and all Claims which
may be brought against or suffered by such Persons or which they may
sustain, pay or incur,
as a result of, arising out of, attributable to or connected with any breach or
non-fulfillment of any representation, warranty, covenant or agreement on the
part of the Indemnifying Party under this Agreement (other than a breach or
non-fulfillment of the Optionee's option to exercise any of the Options pursuant
to Article 3 hereof) or any misstatement or inaccuracy of or any other
incorrectness in or breach of any representation or warranty of the Indemnifying
Party contained in this Agreement or in any certificate or other document
furnished by the Indemnifying Party pursuant to this Agreement.
For greater certainty and without limiting the generality of the foregoing, the
Parties acknowledge and agree that the Optionee shall not be responsible for any
environmental
20
or other liabilities accrued on the Property by the Optionor prior to the
Effective Date, and the Optionor hereby agrees to indemnify and hold harmless
the Optionee and all of its directors, officers, servants, agents and employees,
together with the Successors, assigns, administrators, executors, heirs and all
other legal representatives of the Optionee, in connection with such matters.
ARTICLE 8 ADDITIONAL PROPERTY ACQUISITIONS
81 Acquisitions
The provisions of this Agreement shall apply mutatis mutandis with respect to
any additional interest in any mineral, surface or water rights which either
Party acquires or leases, or to which it becomes entitled to acquire or lease,
directly or indirectly, whether alone or in concert with another party, after
the Effective Date and prior to December 31, 2007, where such additional
interest is located within two (2) miles of the boundaries of the Property as it
is comprised on the Effective Date.
ARTICLE 9 GENERAL
9.1 Rules of Interpretation
In this Agreement and the Schedule:
(a) time is of the essence in the performance of the Parties' respective
obligations;
(b) unless otherwise specified, all references to money amounts are to
Canadian currency;
(c) where a representation or warranty is made in this Agreement on the
basis of the knowledge of the Optionor, such knowledge consists of the
actual knowledge of the officers and senior managers of the Optionor after
reviewing their files but does not include the knowledge of any other
Person;
(d) the descriptive headings of Articles and Sections are inserted
solely for convenience of reference and are not intended as complete or
accurate descriptions of content and shall not be used to interpret the
provisions of this Agreement;
(e) the use of words in the singular or plural, or with a particular
gender, shall not limit the scope or exclude the application of any
provision of this Agreement to such person or persons or circumstances as
the context otherwise permits;
(f) unless otherwise specified, time periods within or following which
any payment is to be made or act is to be done shall be calculated by
excluding the day on which the period commences and including the day on
which the period ends and by extending the period to the next Business Day
following if the last day of the period is not a Business Day. Whenever
any payment is to be made or
21
any action under this Agreement is to be taken on a day other than a
Business Day, such payment shall be made or action taken on the next
Business Day following;
(g) the use of the words, "include" or "including" shall be deemed to
mean "include, without limitation", or "including, without limitation", if
applicable.
9.2 Arbitration
(a) In the event of a dispute in relation to this Agreement, including,
without limitation, the existence, validity, performance, breach or
termination thereof, or any matter arising therefrom, including whether
any matter is subject to arbitration, the Parties agree to negotiate
diligently and in good faith in an attempt to resolve such dispute.
Submission to arbitration under this Section 9.2 shall be a condition
precedent to bringing any action with respect to such dispute.
(b) Failing resolution satisfactory to either Party, either Party may
request that the dispute be resolved by binding arbitration, conducted in
English, in Xxxxxxx, Xxxxxxx. The Arbitration Act 1991 (Ontario), as may
be amended from time to time, shall apply to such proceedings.
(c) To demand arbitration any Party (the "DEMANDING PARTY") shall give
written notice to the other Party (the "RESPONDING PARTY"), which notice
shall toll the running of any applicable limitations of actions by law or
under this Agreement Such notice shall specify the nature of the
allegation and issues in dispute, the amount or value involved (if
applicable) and the remedy requested. Within 20 days of the receipt of the
notice, the Responding Party shall answer the demand in writing,
specifying the allegations and issues that are disputed.
(d) The Demanding Party and Responding Party shall each select one
qualified arbitrator within 10 days of the Responding Party's answer. Each
of the arbitrators shall be a disinterested person qualified by experience
to hear and determine the issues to be arbitrated. The arbitrators so
chosen shall select a neutral arbitrator within 10 days of their
selection.
(e) No later than 20 Business Days after hearing the representations and
evidence of the Parties, the arbitrators shall make their majority
determination in writing and deliver one copy to each of the Parties. The
written decision of the arbitrators shall be final and binding upon the
Parties in respect of all matters relating to the arbitration, the
procedure, the conduct of the Parties during the proceedings and the final
determination of the issues in the arbitration. There shall be no appeal
from the determination of the arbitrators to any court. The decision
rendered by the arbitrators may be entered into any court for enforcement
purposes.
(f) The arbitrators may determine all questions in law and jurisdiction
(including questions as to whether or not a dispute is arbitrable) and all
matters of procedure relating to the arbitration.
22
(g) A dispute of the Parties shall not constitute an Event of Force
Majeure.
(h) The arbitrators shall have the right to grant legal and equitable
relief and to award Costs (including legal fees and the Costs of
arbitration) and interest. The Costs of any arbitration shall be born by
the Parties in the manner specified by the arbitrators in their majority
determination. The arbitrators may make an interim order, including
injunctive relief and other provisional, protective or conservatory
measures, as well as orders seeking assistance from a court in taking or
compelling evidence or preserving and producing documents regarding the
subject matter of the dispute.
(i) All papers, notices or process pertaining to an arbitration
hereunder may be served on a Party as provided in Section 9.8.
(j) The Parties agree to treat as Confidential Information, in
accordance with the provisions of Article 6, the following; the existence
of the arbitral proceedings; written notices, pleadings and correspondence
in relation to the arbitration; reports, summaries, witness statements and
other documents prepared in respect of the arbitration; documents
exchanged for purposes of the arbitration; the contents of any award or
ruling made in respect of the arbitration. Notwithstanding the foregoing
part of this Section 9.2(j), a Party may disclose such Confidential
Information in judicial proceedings to enforce, nullify, modify or correct
an award or ruling and as permitted under Article 6.
9.3 Force Majeure
(a) No Party hereto shall be liable under this Agreement to another
Party for any failure to perform any of its obligations caused or arising
out of any act not within the control of the Party, excluding lack of
funds, but including, without limitation, acts said to be of God, strikes,
lockouts or other industrial disputes, acts of a public enemy, riots,
fire, storm, flood, explosion, government restriction, failure to obtain
any approvals required from regulatory authorities (including
environmental protection agencies, but excluding receipts for prospectuses
or other approvals concerning financings), unavailability of equipment,
interference of Persons primarily concerned about environmental or
Aboriginal Peoples' rights issues and any other cause, whether of the kind
enumerated above or otherwise, which is not reasonably within the control
of the Party ("EVENT OF FORCE MAJEURE").
(b) No right of a Party shall be affected, and no Party shall be found
in default, under this Agreement by the failure of such Party to meet any
term or condition of this Agreement where such failure is caused by an
Event of Force Majeure and, in such event, all times specified or provided
for in this Agreement shall be extended by a period commensurate with the
period during which the Event of Force Majeure causes such failure.
23
(c) A Party affected by an Event of Force Majeure shall take all
reasonable steps within its control to remedy the failure caused by such
event, provided however, that nothing contained in this Section 9.3 shall
require any Party to settle any labour or industrial dispute or to test
the constitutionality of any law enacted by any Legislature or Parliament
of or within Canada.
(d) Any Party relying on the provisions of this section 9.3 shall
forthwith give notice to the other Party of the commencement of an Event
of Force Majeure and of its end.
9.4 Entire Agreement
This Agreement, including the Schedule to this Agreement, together with the
agreements and other documents to be delivered pursuant to this Agreement,
constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties, including the Letter
of Intent, and there are no warranties, representations or other agreements
between the Parties in connection with the subject matter hereof except as
specifically set forth in this Agreement and in any agreement or document
delivered pursuant to this Agreement. No supplement, modification or waiver or
termination of this Agreement shall be binding unless executed in writing by the
Party to be bound thereby.
9.5 Termination
This Agreement shall be terminated upon the occurrence of any of the following
events:
(a) the date upon which the Optionee exercises its 75% Option in
accordance with the terms hereof; or
(b) upon the Optionee failing to make any of the cash payments, issue
any NWT Shares or incur any exploration Expenditures within the applicable
time periods therefor prescribed by Article 3 hereof, if the Optionor has
provided written notice of such failure to the Optionee and the Optionee
has failed to rectify such failure within 45 days from the date of its
receipt of such notice.
9.6 Applicable Law
This Agreement shall be construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable in the Province of Ontario and shall
be treated, in all respects, as an Ontario contract.
9.7 Expenses
Except as otherwise provided, all Costs incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Party
incurring them.
9.8 Notices
24
Any notice or writing required or permitted to be given under this Agreement or
any communication otherwise made in respect of this Agreement (referred to in
this Section as a "NOTICE") shall be sufficiently given if delivered or
transmitted by facsimile:
(a) In the case of a notice to the Optionor at:
CanAlaska Ventures Ltd.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.XX,
X0X 0X0
Attention: President
Fax: (000) 000-0000
(b) in the case of a notice to the Optionee at:
Northwestern Mineral Ventures Inc.
Xxxxx 0000
00 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Chief Executive Officer
Fax: (000) 000-0000
or at such other address as the Party to whom such Notice is to be given shall
have last notified the Party giving the same, in the manner provided in this
Section. Any Notice delivered to the Party to whom it is addressed as provided
in this Section shall be deemed to have been given and received on the day it is
so delivered at such address, provided that if such day is not a Business Day
then the Notice shall be deemed to have been given and received on the Business
Day next following such day. Any Notice transmitted by facsimile or other form
of electronic communication shall be deemed given and received on the first
Business Day after its transmission.
9.9 Assignment and Successors
The following apply with respect to assignment and Successors:
(a) this Agreement is binding upon and shall enure to the benefit of the
Parties and their respective Successors and permitted assignees;
(b) at all times following the Acquisition Date, neither Party may
assign its rights hereunder to a third party without the prior written
consent of the other Party, which consent shall not be unreasonably
withheld;
(c) No assignment shall relieve a Party of its obligations hereunder
without the written consent of the other Party, which consent may be
unreasonably withheld.
9.10 Further Assurances
25
Subject to the terms and conditions of this Agreement, the Optionor and the
Optionee will use all reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or
advisable under Applicable Laws to carry out all of their respective obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement, and from time to time, without further consideration, each Party
will, at its own expense, execute and deliver such documents to any other Party
as such Party may reasonably request in order to consummate the transactions
contemplated by this Agreement. Each of the Parties agrees to take all such
actions as are within its power to control, and to use reasonable commercial
efforts to cause other actions to be taken which are not within its power to
control, so as to ensure compliance with each of the conditions and covenants
set forth in this Agreement which are for the benefit of any other Party.
9.11 Execution in Counterparts and by Facsimile
This Agreement may be executed by the Parties in separate counterparts and by
facsimile, and each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
26
IN WITNESS WHEREOF the Parties have hereunto duly executed this Option Agreement
as of the date first written above, with the understanding that this Agreement
is subject to regulatory approval and approval by each of the Parties'
respective board of directors.
CANALASKA VENTURES LTD.
Per: /s/XXXXX XXXX
---------------------------
Name: XXXXX XXXX
Title: CHAIRMAN
NORTHWESTERN MINERAL VENTURES
INC.
Per: /s/XXXXX XXXXX
---------------------------
Name: XXXXX XXXXX
Title: CHAIRMAN & CEO
27
SCHEDULE A
DESCRIPTION OF PROPERTY
CANALASKA VENTURES LTD.
WATERBURY LAKE PROJECT
PROPERTY, OWNERSHIP, LOCATION AND ACCESS
The property comprises nine mineral claims in six separate blocks totaling
12,417 hectares. They lie within the eastern part of the Athabasca Basin and are
favorably located with respect to several known unconformity- type uranium
deposits. They lie between 7.5 and 44 km south-southwest of Points North, a
supply depot serviced by Saskatchewan Highway 905 and scheduled daily air
service from Saskatoon and other point south. Private roads maintained by
uranium companies Cameco and Cogema and numerous drill roads traverse the area;
they are not open to the public but private arrangements for their use may be
possible. Chartered float or ski-equipped xxxx planes and helicopters are based
at Points North.
The largest block (claim S-107965) is almost entirely within Waterbury Lake.
The company holds a 100% interest in the properties.
CLAIM AREA PROJECT AREA PROJECT AREA EFFECTIVE
NUMBER DISPOSITION CLAIM NO. (HA) (HA) (AC) DATE
1 claim S-107839 801 7-Jan-2005
2 claim S-107963 515 7-Jan-2005
3 claim S-107964 540 7-Jan-2005
28
4 claim S-107965 3,764 7-Jan-2005
5 claim S-107966 1,708 7-Jan-2005
6 claim S-107967 1,337 7-Jan-2005
7 claim S-107968 1,767 7-Jan-2005
8 claim S-107998 997 28-Jan-2005
9 claim S-107999 988 28-Jan-2005
12,417 30,682
PREVIOUS WORK
A large amount of work has been carried out primarily of zones outside of the
present property. This work included airborne and ground electromagnetic and
magnetic surveys, boulder prospecting and geochemistry, lake water and sediment
geochemistry anad diamond drilling.
PROJECT GEOLOGY
Bedrock throughout the properties is overlain by a pervasive layer of
unconsolidated deposits; surface investigation of bedrock lithology and
geochemistry is therefore achieved mainly from glacially transported boulders.
Flat-lying Athabasca Group sandstones unconformably overlie the Arhcean and
Aphebian basement rocks throughout the properties with depths to the
unconformity varying from about 150 in the more easterly blocks to perhaps 400 m
in the north end of claim S-107965.
The boundary between the Wollaston and Mudjatic Domains trends NE-SW through the
cluster of claim blocks.
29
Archean granitoid domes (magnetic highs) and Aphebian metasediments as
interpreted from magnetic data are indicated on accompanying maps. The
properties are largely within interpreted Aphebian metasediments in places (as
in S-107967) bordering Archean domes.
Two major fault systems with which major uranium deposits are associated
traverse the area; the NE-SW trending Xxxxxxx Bay is a broad zone of shearing
lying southeast of claim S-107967 and a prominent east- west linear passes
through the Cigar Lake and Sand Lake-Wolf Lake deposits. Inferred faults
trending 105 deg. appear to offset basement formations on claims S107965 and
S-107967.
The main structures controlling mineralization at Cigar Lake and the Q 10
occurrence trend east-west. Other uranium deposits in the district appear to
relate more to northeast-southwest structures.
Magnetic data on claim S-107965 suggest east-west trending metasediments
adjacent to an Archean dome and one electromagnetic conductor trending 080 deg.
Indicates possible graphite horizons. The depth to basement is at or beyond the
depth range of previous airborne electromagnetic systems and there would appear
to be a good chance of detecting additional basement conductors with deeper
penetrating systems now available.
Conductors shown on the accompanying maps are only those close to,or on the
property claims; many other conductors lie within pelitic metasediments in areas
between the project claims.
The Archean-Aphebian contact, close to the Xxxxxxx Bay shear zone, on S-l07967
warrants further exploration.
Detailed study of available data is expected to generate targets of interest on
other claims.
30
PROPOSED EXPLORATION
A Megatem II airborne electromagnetic survey is proposed for the property
claims.
Proposals for work on other claims are contingent upon on-going detailed studies
of prior work.
[MAP OMITTED]
31
SCHEDULE B
For the purposes of this Agreement, "NET SMELTER RETURNS" means the value for
marketable minerals produced from the Mining Claims and received by the Optionee
from a purchaser thereof, less the following deductions:
(i) all, costs, penalties and all other deductions incurred for
smelting, refining and marketing;
(ii) all costs of transportation of materials from the Mining Claims for
smelting, refining or sale;
(iii) sales, use, severance, government royalties, and other taxes, if
any, however denominated, payable with respect to the existence,
severance, production, removal, sale or disposition of marketable
minerals, but excluding any taxes on net income.
In the event that smelting or refining are carried out in facilities owned or
controlled in whole or in part, by the Optionee, charges, costs and penalties
with respect to such operations shall be deducted to the extent that the
Optionee would have incurred if such operations were carried out at facilities
offering comparable services at facilities not owned or controlled by the
Optionee.
2. For the purposes of this Agreement, "FULL SCALE PRODUCTION" means, with
respect to any mine, the date when output of a product from operations which
have operated continuously at such mine for a period of at least three (3)
consecutive calendar months equals or exceeds sixty-five percent (65%) of the
rated plan capacity as set out in the Feasibility Study applicable to such mine.
32
