EXHIBIT NO. 3.3
THIS AGREEMENT is made as of the 15th day of October, 1993.
BETWEEN: XXXXX X. XXXXXX
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, X.X.
X0X 0X0 OF THE FIRST PART
(the "Vendor")
AND: STIRRUP CREEK GOLD LTD.
000-0000-000xx Xxxxxx
Xxxxxx, X.X.
X0X 0X0 OF THE SECOND PART
(the "Purchaser")
WHEREAS the vendor is the registered and/or beneficial owner of an undivided
29% interest in 92 Prospecting Sites of 160 acres each, located in the
Fairbanks Meridian, Circle Quadrangle of the State of Alaska, all as more
particularly described in Schedule A hereto (a 100% interest in such
Prospecting Sites being hereinafter called the "Property");
AND WHEREAS the purchaser wishes to acquire and the Vendor wishes to sell 29%
interest in and to the Property upon the terms and conditions hereinafter set
forth;
NOW THEREFORE the parties hereto agree as follows:
1. SALE AND PURCHASE
1.1 The Purchaser hereby purchases from the Vendor an undivided 29% interest
in and to the Property.
1.2 The purchase price for the said interest shall be payment to the Vendor
of the sum of $17,755.00 Cdn. representing the Vendor's out-of-pocket costs
of the interest.
2. REPRESENTATIONS OF THE VENDOR
2.1 The Vendor hereby covenants, represents and warrants that:
(a) he is the registered and/or beneficial owner of an undivided 29%
interest in the Property;
(b) the Property is free of any and all charges, encumbrances, adverse
interest, claims or liens whatsoever; and
(c) he has the right, power and authority to enter into this Agreement and
to dispose of the Property in the manner contemplated herein.
3. DEALING WITH THE PROPERTY
3.1 All costs and expenses which arise in connection with the Property after
the date hereof shall be shares pro rata in accordance with the interests of the
parties therein from time to time.
- 2 -
3.2 If and when warranted by the results of the initial exploration on the
Property, further exploration and possible development work on the Property
will be carried out by the parties hereto pursuant to a joint venture
arrangement to be entered into on terms and conditions to be agreed upon
between them.
4. GENERAL PROVISIONS
4.1 The parties hereto may assign their respective interests in this
Agreement.
4.2 All notices, payments and other required communications given hereunder
shall be in writing, and shall be addressed to the addresses set forth on the
first page of this Agreement. All notices shall be given by personal
delivery, or by electronic communication, with a confirmation sent by
registered or certified mail return receipt requested, or by registered or
certified mail return receipt requested. All notices shall be effective and
shall be deemed delivered 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, if by electronic
communication on the next business day following receipt of the electronic
communication, and if solely by mail on the next business day after actual
receipt. Either party may change its address by notice given to the other in
the manner herein provided.
4.3 This Agreement shall be interpreted in accordance with the laws of the
Province of British Columbia.
4.4 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their heirs, executors, administrators, successors and
assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
SIGNED, SEALED AND DELIVERED
by XXXXX XXXXXX in the presence of:
Per:
-------------------------- -----------------------
Witness XXXXX X. XXXXXX
STIRRUP CREEK GOLD LTD.
By: C/S
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Xxxxx Xxxxxx, President
