Exhibit 10.24
OPTION TO PURCHASE AGREEMENT
(UNPATENTED MINING CLAIM)
WILDCAT PROJECT, NEVADA
This Option to Purchase Agreement (hereinafter "Agreement") is made and
entered into effective as of October 12, 2003, by and between Xxxxx X. Xxxxx
and Xxxx Xxxxxxxx Xxxxx (hereinafter "Owner"), whose address is X.X. Xxx
0000, Xxxxxx Xxxx, Xxxxxxxxxx 00000 and Vista Nevada Corp., a Nevada
corporation (hereinafter "Vista"), whose address is 0000 Xxxxxxx Xxxxxxx,
Xxxxx 0, Xxxxxxxxx, Xxxxxxxx 00000.
RECITALS
--------
Owner represents that it is the owner and is in possession of that
certain unpatented mining claim situated in Pershing County, Nevada, which is
more particularly described in Exhibit "A" attached hereto and made a part
hereof, together with all ore, minerals, and mineral substances of every nature
and character, whatsoever, and together with all dips, spurs, extralateral
rights, dumps, tailings, severed ore thereon, and any easements, rights-of-way,
water rights, structures, improvements, and fixtures appurtenant thereto,
(hereinafter "Premises"), and all rights hereafter acquired by Owner to the
Premises.
Vista desires to obtain and Owner is willing to grant an exclusive
option to purchase the Premises to Vista, together with certain rights of access
to the Premises during the term of this Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other
good and valuable consideration paid to Owner, the receipt and sufficiency of
which are hereby acknowledged, and further in consideration of the mutual
covenants, agreements, and promises herein contained, the parties hereto agree
as follows:
1.0 GRANT OF RIGHTS AND OPTION.
(a) Owner hereby grants to Vista free and unrestricted access to the Premises,
the exclusive option to purchase the Premises, and the exclusive right (i) to
explore, sample, and test the Premises, (ii) to erect, construct, use, and
maintain on the Premises such roads, structures, machinery, equipment, personal
property, fixtures, and improvements as may be required for the conduct of its
exploration and related operations, and (iii) to extract and remove from the
Premises such ore, minerals, or mineral substances as may be removed in the
normal course of exploration operations and such materials as Vista may require
for bulk sampling and testing. Vista shall not conduct commercial mining
operations on the Premises or sell any ore, minerals, or other products from the
Premises before exercising the Option to Purchase as provided for in this
Agreement.
(b) To exercise all other rights which are incidental to any and all of the
rights referred to herein; and
(c) To use the Premises for all of the purposes stated in this Section in
conjunction with
Vista's activities on other properties.
2.0 TERM.
2.1 TERM OF AGREEMENT. This Agreement is granted for a term of one (1)
year from the date hereof and, provided that Vista exercises its Option to
Purchase before the end of the one year term, for an additional period for the
Closing provided for in Section 4.3 to occur.
3.0 OPTION PAYMENTS.
(a) Vista shall pay to Owner option payments (hereinafter "Option Payments") on
the dates and in the amounts as follows:
Amounts Due Dates
------- ----------
$ 50,000 Upon the execution of this Agreement
$ 50,000 On or before the first anniversary date of this Agreement
If this Agreement is terminated, Vista shall have no obligation to make
any of the payments described above, the due dates of which occur after the
date of such termination.
These payments shall be in lieu of any obligation on the part of Vista
express or implied, to explore the Premises or perform any work thereon except
as may otherwise be expressly provided for in this Agreement.
(b) CREDIT/OFFSET. All Option Payments paid to Owner shall be a credit against
the Purchase Price as provided in Section 4.1.
3.1 PAYMENT METHOD. All payments due to the Owner shall be paid by
check or wire transfer. All payments shall be made to the Owner at the address
specified in Section 10.3 (NOTICES). Owner may designate a different receiving
address or account consistent with the terms of Section 10.3.
4.0 PURCHASE OPTION. Owner hereby grants to Vista the exclusive right and
option to purchase all of the Premises from Owner at anytime during the term
of this Agreement. Vista shall be required to exercise its option to purchase
all of the Premises before the commencement of construction of any permanent
facilities for mining or processing ore minerals, and mineral substances on
the Premises or the commencement of any actual mining operations on the
Premises for the purpose of beginning commercial production of minerals from
the Premises.
4.1 PURCHASE PRICE. The Purchase Price for all of the Premises,
together with any and all easements, rights-of-way, water rights, structures,
improvements and fixtures appurtenant thereto (hereinafter "Purchase Price")
shall be One Hundred Thousand Dollars ($100,000).
2
4.2 EXERCISE OF PURCHASE OPTION. Vista may exercise the Purchase Option
at any time during the term of the Agreement. To exercise the Purchase
Option, Vista shall either (i) deliver written notice to Owner; or (ii) mail
written notice to Owner at the address specified in Section 10.3 (NOTICES).
In the event Vista purchases the Premises, Vista shall pay the
Purchase Price to Owner and Owner shall execute and deliver the Mining Deed to
Vista as provided in Section 4.3. Thereafter, Vista shall own all of Owner's
right, title, and interest in and to the Premises.
4.3 CLOSING. If Vista exercises the Option, the parties shall
diligently attempt to close the purchase and sale of the Property within thirty
(30) days following Vista's delivery of its notice of exercise. Owner shall
execute and deliver at the Closing a Mining Deed in form proper for recording
under Nevada law. The Mining Deed shall convey from Owner to Vista all of
Owner's right, title and interest in and to the Premises, together with all
dumps, tailings, extralateral rights, minerals (including severed ore), mineral
rights, water rights and all easements, fixtures, improvements, rights-of-way,
structures and water rights on, under or appurtenant to the Premises. The Mining
Deed shall include Owner's general warranty of title to Vista, subject to the
paramount title of the United States, to the unpatented mining claim, free and
clear of any and all liens, claims and encumbrances of every kind and nature. At
the Closing, Vista shall deliver the balance of the Purchase Price in
immediately available funds or by wire transfer to an account designated by
Owner. The parties shall execute and deliver such other written assurances as
are reasonably necessary to consummate the transactions contemplated under this
Agreement and to complete the Closing. Vista shall pay the real property
transfer taxes, recording fees and Bureau of Land Management notice of transfer
filing fees incurred on the recording of the Mining Deed and filing of the
notice of transfer with the Bureau of Land Management. The real property taxes,
if any, assessed against the Premises shall be prorated between Owner and Vista
as of the Closing Date. On completion of the Closing, Vista shall own all right,
title and interest in and to the Premises, subject only to the paramount title
of the United States.
Closing shall be accomplished at a location mutually acceptable to
both parties within thirty (30) days of notice of exercise of the Purchase
Option ("Closing Date").
5.0 OWNER'S RIGHTS. COVENANTS. AND OBLIGATIONS.
5.1 OWNER'S WARRANTIES. Owner covenants, warrants, and represents that
as of the effective date of this Agreement and as of the date of the Closing
provided for in Section 4.3, which covenants, warranties and representations
shall survive the Closing:
(a) Owner owns the entire undivided title and interest in and to the Premises,
except for paramount title in the United States as to the unpatented mining
claim included in the Premises, that Owner is in possession of the Premises,
that Owner knows of no other person claiming any interest in the Premises or the
ground covered thereby, and that the Premises is free from all leases, liens,
encumbrances, and outstanding adverse claims and interests.
3
(b) Vista, in its sole discretion, may take any action reasonably necessary,
including commencement of legal proceedings, to remove any clouds against or to
cure any defects in Owner's title to the Premises. Owner agrees to cooperate
with Vista if Vista undertakes any such action. Vista may recover from Owner any
payments otherwise due or paid to Owner for the reasonable costs and expenses,
including attorney's fees, which Vista incurs in any such action. Owner may take
curative steps, at its own expense, in lieu of Vista taking such curative
action.
(c) Owner, to the best of its knowledge and belief, and except for existing
drill roads and drill sites on the Premises, is not aware of any reclamation
obligations from any past mineral exploration or development activities on or
with respect to the Premises that remain unfulfilled with any local, state or
federal agencies having jurisdiction over such activities and is not aware of
any environmental condition or contamination on or connected with the Premises
of any nature, including, but not limited to, contamination by any hazardous
substances ("Hazardous Substances") as defined in the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, and as
defined in the Resource Conservation Recovery Act and in any other applicable
laws and regulations.
Except for existing drill roads and drill sites on the Premises, the liability
for which Vista hereby agrees to assume, Owner hereby indemnifies, defends, and
holds Vista harmless from and against any and all claims, liabilities, losses,
damages, costs and expenses, including but not limited to civil and criminal
fines, penalties and interest, Superfund liability, clean-up costs, and
reasonable attorney, environmental consultant, engineering, and expert fees,
(collectively "Claims") arising out of or in connection with any reclamation
obligation or Hazardous Substances or other environmental condition or
contamination which exists on the Premises as of the effective date of this
Agreement, or which is due to any act or omission of Owner and/or any prior
occupants of the Premises.
(d) The unpatented mining claim included in the Premises has been properly
located, and that for each assessment year either payment of annual maintenance
fees or rentals have been paid or assessment work has been performed to properly
maintain the unpatented mining claim in accordance with applicable state and
federal laws and regulations.
(e) The location notices or location certificates for the unpatented mining
claim included in the Premises have been properly filed in the proper office of
the Bureau of Land Management in accordance with applicable Federal laws and
regulations; and
(f) Evidence of assessment work, payment of maintenance fees or rentals or
notices of intention to hold have been properly recorded in the proper county,
or recording district office and filed in the proper office of the Bureau of
Land Management in accordance with applicable Federal laws and regulations for
each assessment year to and including the assessment year ending September 1,
2004.
(g) Before the execution of this Agreement, Owner has made available to Vista
all drill core and/or drill cuttings and copies of all geological, geophysical,
and engineering data and maps, logs of drill holes, results of assaying and
sampling, and disclosed all additional data and information that Owner has
knowledge of which may impact Vista's rights and obligations under this
Agreement.
4
(h) Owner's representations and warranties in Section 5.1, subsections (a),
(c), (d), (e) (f) and (g) shall survive Vista's exercise and Closing of the
Purchase Option.
5.2 TITLE. Upon request by Vista, Owner shall provide Vista with
recording data with respect to location notices and certificates, affidavits of
annual labor, deeds, easements, or other documents which bear upon Owner's title
to the Premises, and shall provide Vista with copies of all such documents and
all title reports and abstracts in Owner's possession or control. Owner shall,
upon Vista's request, record any such document in Owner's possession or control
which has not been recorded.
5.3 LESSER INTEREST. Without impairment of the covenants and
warranties of title contained in this Agreement, if Owner owns less than the
entire undivided estate in the Premises, all Agreement payments and the Purchase
Price shall be proportionately reduced and all payments due under this Agreement
shall be payable to Owner only in the proportion that Owner's actual ownership
interest in the Premises bears to the whole and undivided estate.
5.4 INSPECTION.
(a) Owner and its agents, employees, or personal representatives, duly
authorized in writing, may inspect the activities of Vista on the Premises
during normal business hours, provided, however, that (i) such inspection shall
be made upon no less than twenty-four (24) hours prior notice given to Vista,
and (ii) such inspection shall be subject to the safety requirements of Vista.
(b) Owner, in the exercise of this right, shall hold Vista harmless from all
claims for damages arising out of any death, personal injury, or property damage
sustained by Owner, its agents, employees, or personal representatives while in
or upon the Premises, unless such death or injury arises as a direct result of
the negligence or willful misconduct of Vista.
5.5 AREA OF INTEREST. Should Owner acquire any right or interest in
any patented or unpatented mining claims or mill sites or in any other real
property within 1.5 miles of the exterior boundaries of the Premises (the "Area
of Interest") within five (5) years following the date of the Closing provided
for in this Agreement, Owner shall promptly notify Vista in writing of the
acquisition. At Vista's sole election by notice in writing to Owner, such right
or interest shall become the property of Vista and Owner hereby agrees to sign,
acknowledge, and deliver to Vista a conveyance or an assignment of such property
right or interest, as appropriate. Owner hereby acknowledges and agrees that the
consideration paid by Vista pursuant to this Agreement constitutes full
consideration for any additional property rights or interests within the Area of
Interest to be conveyed to Vista under this provision. This Section 5.5 shall
survive the Closing of the transaction contemplated by this Agreement.
5
6.0 VISTA'S COVENANTS AND OBLIGATIONS.
6.1 EXPLORATION ACTIVITIES.
(a) Vista shall conduct all exploration and related activities on the Premises
in a good and workmanlike manner and in accordance with accepted industry
practices. All decisions with respect to the exploration of the Premises shall
be made by Vista in its sole discretion.
(b) Vista shall comply with all valid state, federal, state and local laws and
regulations governing its activities on the Premises. If this Agreement is
inconsistent with or contrary to any law or regulation, the law or regulation
shall control and this Agreement shall be deemed to be modified accordingly.
(c) Except as provided for in Section 5.4 (INSPECTION), Vista shall hold Owner
harmless for all claims, loss, liability, liens or expense of any kind arising
from or related to its activities on the Premises, excepting therefrom such
claims or liability caused by the negligence or willful misconduct of Owner, its
agents or employees. Vista agrees to indemnify Owner against any such claims or
liability, including all costs and reasonable attorney's fees incurred by Owner
in defending against such claim or liability.
6.2 INSURANCE. Vista shall carry at all times during the term of this
Agreement, workmen's compensation and other insurance required by state laws and
mining regulations.
6.3 REPORTS AND INFORMATION. During the term of this Agreement, Vista
shall provide to Owner, annually, copies of drill-hole location maps,
non-interpretive core analysis, drill hole logs, assay results and other factual
reports from Vista's work on the Premises during the preceding year. Vista makes
no representation or warranty as to the accuracy or completeness of any such
data or information, and shall not be liable on account of any use by Owner or
any other person of any such data or information. Vista shall not be responsible
for the loss or destruction of any drill core. If Vista terminates this
Agreement without exercising its Purchase Option, Vista shall provide Owner with
all of the information previously obtained by Vista from Owner and with the
above-listed data or information pertaining to the Premises that was generated
by Vista, and not already provided to Owner, within thirty (30) days after
termination.
6.4 CONFIDENTIALITY. Owner agrees to maintain all data, drill logs,
assays, samples, reports, records, and other information and data relating to
the Premises or Vista's operation on the Premises in strict confidence,
including, without limitation, information obtained by the Owner through
exercise of its inspection rights under Section 5.4 above during the term of
this Agreement and thereafter if Vista exercises the Purchase Option pursuant to
Section 4.2. Owner shall not disclose any such information to any person without
the prior written consent of Vista. Information and data developed by Vista
during the term of this Agreement is the property of Vista and, except as
specifically provided in this Agreement, shall not be available to the Owner.
Vista shall be entitled to injunctive relief to enforce its rights under this
Section 6.4.
6
6.5 RECLAMATION. Vista shall comply with all local, state and federal
laws and regulations relating to land reclamation. Should Vista terminate this
Agreement before exercising its Option to Purchase, Vista agrees to reclaim
surface disturbances resulting from its exploration activities on the Premises
to conditions that are reasonably comparable to the conditions existing on the
effective date of this Agreement and in accordance with all applicable local,
state and federal laws and regulations.
Vista shall be permitted to store, handle and dispose of substances on the
Premises which may be regulated or defined as hazardous substances ("Hazardous
Substances") as defined in the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, and as defined in the Resource
Conservation Recovery Act and in any other applicable laws and regulations as
long as Vista does so in compliance with the applicable laws and regulations.
Vista represents and warrants that Vista shall at all times during the term of
this Agreement be in compliance with all such laws and regulations and shall
indemnify, defend and hold Owner harmless from and against any and all claims,
liabilities, losses, damages, costs and expenses, including but not limited to
civil and criminal fines, penalties and interest, Superfund liability, clean-up
costs, and reasonable attorney, environmental consultant, engineering, and
expert fees, arising out of or in connection with any Hazardous Substances or
other environmental condition or contamination caused by Vista in violation of
this Section. This Section 6.5 shall survive the termination of this Agreement.
6.6 MAINTENANCE FEES AND ASSESSMENT WORK.
(a) If Vista continues this Agreement beyond July 1, 2004, Vista shall pay any
maintenance fee, rental, holding fee or other payment required under the federal
mining laws to maintain the unpatented lode mining claim in the Premises. If any
such law permits the performance of assessment work or annual labor in lieu of
making all or a portion of any such payment, Vista shall determine whether to
make such payment, perform such work or labor, or both.
(b) For each assessment year during the term of this Agreement in which Vista
pays a maintenance fee, rental, holding fee or other payment, or performs annual
labor or assessment work, it shall prepare and record in the County office where
the location notices or location certificates are recorded and in the proper
office of the Bureau of Land Management, an affidavit of payment of maintenance
fees, rentals, holding fees or assessment work or other document complying with
the requirements of state law and the Federal Land Policy and Management Act of
1976 and the regulations implementing and supplementing the Act.
(c) Vista shall have the benefit of all laws now existing or subsequently
enacted which relate to such work or fees, including any laws extending the time
within which to perform such work or to pay such fees, suspending such
requirements, or exempting the unpatented mining claim in the Premises from such
requirements. Vista shall be relieved of its obligation to perform such work or
make such payments for any period in which such work or such payments are not
required or are suspended under the federal mining laws.
6.7 AMENDMENTS. RELOCATIONS. AND PATENTS. During the term of this
Agreement, Vista shall have the right, but not the obligation, to amend or
relocate, in the name of
7
Owner, the unpatented mining claim included in the Premises, to locate mill
sites on ground theretofore covered by the mining claim and vice versa, and
to locate any fractions resulting from the location, amendment, or relocation
of mining claims or mill sites. At the request of Vista, Owner shall apply
for a patent for the unpatented mining claim. All expenses authorized by
Vista in connection with locating, amending, or relocating the mining claim
or mill sites, or prosecuting patent proceedings shall be borne by Vista. The
rights of Vista under this Agreement shall extend to all such locations,
amended locations, relocations, and patented mining claims and mill sites.
7.0 TERMINATION. SURRENDER. AND DEFAULT.
7.1 DEFAULT. Should Vista fail to comply with any of the provisions of
the Agreement, and should Vista not initiate and diligently pursue steps to
correct the default within thirty (30) days after written notice has been given
to it by Owner specifying with particularity the nature of the default, then
upon the expiration of the thirty (30) day period, all rights of Vista under
this Agreement, except as provided hereunder and in Section 7.4 (REMOVAL OF
PROPERTY), shall terminate, and all liabilities and obligations of Vista, except
those liabilities existing on the date of termination, shall terminate.
Should Vista, by notice given to Owner, dispute the existence of a default, then
this Agreement shall not terminate hereunder unless Vista does not initiate and
diligently pursue steps to correct the default within thirty (30) days after the
default has been determined by a final decision of arbitrators or a court of
competent jurisdiction.
7.2 TERMINATION. Vista may, at any time, terminate this Agreement as
to all of the Premises by delivering to Owner or by filing for record in the
appropriate office, with a copy to Owner, a good and sufficient Surrender of
this Agreement. Upon mailing the Surrender to Owner or the appropriate County
recording office, all rights of Vista under this Agreement with respect to the
Premises, except as provided in Section 7.4 (REMOVAL OF PROPERTY), shall
terminate and all liabilities and obligations of Vista with respect to the
Premises, shall terminate on the date specified in the notice (except
liabilities existing on the date of termination). Upon such termination by
Vista, Vista shall also execute and deliver a Quitclaim Deed to Owner conveying
the mining claim covered by this Agreement.
7.3 RIGHTS NOT TO BE SUSPENDED. Any dispute between the parties or
resolution thereof relating to this Agreement shall not interfere with nor
affect any right Vista may have under this Agreement.
7.4 REMOVAL OF PROPERTY. For a period of six (6) months following the
termination of this Agreement, Vista shall have the right to remove from the
Premises all structures, machinery, equipment, personal property, fixtures, and
improvements owned by Vista or erected or placed on the Premises by Vista. Vista
may keep one or more watchmen on the Premises during the six-month period.
8.0 RIGHT OF FIRST OFFER. If Owner desires to transfer all or any part of its
interest in this Agreement or in the Premises to any third party, Vista shall
have the right of first offer to
8
acquire such interest as provided for in this Section 8.0.
(a) If Owner intends to transfer all or any part of its interest in this
Agreement or in the Premises, Owner shall promptly notify Vista of its
intentions. The notice shall state the price and all other pertinent terms and
conditions of the intended transfer, which shall be for a monetary consideration
only. Vista shall have sixty (60) days from the date such notice is delivered to
notify Owner whether it elects to acquire the offered interest at the same price
and on the same terms and conditions as set forth in the notice. If Vista does
so elect, the transfer shall be consummated promptly after notice of such
election is delivered to the Owner.
(b) If Vista fails to so elect within the period provided for in Section
8.0(a), Owner shall have one hundred eighty (180) days following the
expiration of such period to consummate the transfer to a third party at a
price and on terms no less favorable to the Owner than those set forth in the
notice required in Section 8.0(a) above. If Owner consummates the transfer to
a third party, Owner will promptly notify Vista in writing of the transfer
and will provide Vista with documentation of the terms of the transfer.
(c) If Owner fails to consummate the transfer to a third party within the
period set forth in Section 8.0(b), Vista' right of first offer shall be
deemed to be revived. Any subsequent proposal to transfer such interest shall
be conducted in accordance with all of the procedures set forth in this
Section 8.0. This right of first offer shall be binding upon any successors
or assigns of Owner and upon any subsequent transfers by Owner or Owner's
successors or assigns.
9.0 ASSIGNMENT/MULTIPLE PARTIES.
(a) Vista and Owner may assign all or any portion of their rights under this
Agreement, subject to the provisions set forth below.
(b) Owner's right to assign any interest under this Agreement shall be subject
to Vista's right of first offer as set forth in Section 8.0.
(c) No change or division of the ownership of the Premises or the payments
provided for herein, however accomplished, shall enlarge the obligations nor
diminish the rights of Vista. Owner covenants that any change in ownership shall
be accomplished in such a manner that Vista shall be required to make payments
and to give notices to but one person, firm, or corporation. No change or
division in ownership shall be binding on Vista until thirty (30) days after
Owner has delivered Vista a certified copy of the recorded instrument evidencing
the change or division.
(d) Should Owner's interest in the Premises or payments now or hereafter be
owned by more than one party, Vista may withhold payments until all such owners
have designated a single party to act for all of them hereunder in all respects.
9
10.0 GENERAL PROVISIONS.
10.1 MEMORANDUM. Vista and Owner agree to enter into a Memorandum of
this Agreement for the sole purpose of giving notice of the existence of this
Agreement and of Vista's rights of access and its permitted activities on the
Premises hereunder. Vista may record the Memorandum or this Agreement, or both,
as it may elect.
10.2 ADDITIONAL DOCUMENTS. Owner shall provide Vista with such
additional title documents as may be necessary to carry out the purposes of this
Agreement. If conditions change by reason of conveyances, assignments, or other
matters relating to the title or description of the Premises, Owner and Vista
shall execute amendments to this Agreement and the Memorandum, and any other
documents which may be necessary or convenient to reflect the changed
conditions.
10.3 NOTICES. Any payment or notice required or desired to be given under
this Agreement shall be effective when personally served upon the party to be
given such payment or notice at the address designated below when deposited
in the United States mail, certified return requested, or registered with
postage thereon fully paid, when deposited with an express courier, or
transmitted by telecopier, telex, or other electronic means of written
communication. Until notified otherwise in writing, the addresses for such
notices shall be as follows:
If to Owner: Xxxxx X. Xxxxx and Xxxx Xxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxx Xxxx, XX 00000
Fax: ________________
If to Vista: Vista Nevada Corp.
Attention: President
0000 Xxxxxxx Xxxxxxx, Xxxxx 0
Xxxxxxxxx, XX 00000
Fax: 000-000-0000
No change in address shall be binding on the other party until thirty
(30) days after notice is communicated in the above manner. Routine or regular
periodical reports and statements hereunder may be sent by regular mail so
addressed.
10.4 SEVERABILITY. Should any court or administrative body of competent
jurisdiction determine that any part, term, or provision of this Agreement is
unenforceable, illegal, or in conflict with any state, federal, or local law,
then, such part, term, or provision shall be considered severable from the
rest of the Agreement, and the remaining provisions of the Agreement shall
not be thereby affected, and this Agreement shall be construed and enforced
as if the Agreement did not contain such part, term, or provision.
10.5 SOLE AGREEMENT. This Agreement, together with its exhibits,
contains the
10
entire agreement by and between Owner and Vista and no oral agreement,
promise, statement, or representation which is not contained herein shall be
binding on the parties. This Agreement shall not be modified or amended
except by a writing signed by the parties hereto.
10.6 BINDING EFFECT. CONSTRUCTION. AND ENFORCEMENT. All covenants,
conditions, and terms of this Agreement shall be of benefit to and run with the
Premises and shall bind and inure to the benefit of the parties hereto, their
respective successors and assigns. This Agreement shall be construed and
enforced in accordance with the laws of the State of Nevada.
10.7 TITLES. The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
10.8 RELATIONSHIP. Nothing contained in this Agreement shall be
construed or deemed to create or constitute a joint venture, mining partnership,
commercial partnership, or other partnership in relation.
10.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original. If any person
named as Owner does not execute this Agreement, it shall nevertheless be binding
upon those persons executing it.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
OWNER: VISTA:
Vista Nevada Corp, a Nevada corporation
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. XxXxxxxx
----------------------------- ----------------------------------
Xxxxx X. Xxxxx Xxxxxx X. XxXxxxxx, President
/s/ Xxxx Xxxxxxxx Xxxxx
-----------------------------
Xxxx Xxxxxxxx Mough
11
STATE OF CALIFORNIA )
ss.
COUNTY OF _____________ )
This Option to Purchase Agreement was acknowledged before me this _____
day of October, 2003, by Xxxxx X. Xxxxx and Xxxx Xxxxxxxx Xxxxx.
_____________________________________
Notary Public
My Commission Expires:_______________
STATE OF COLORADO )
ss.
COUNTY OF JEFFERSON )
This Option to Purchase Agreement was acknowledged before me on this
_____ day of October 2003, by Xxxxxx X. XxXxxxxx as President of Vista Nevada
Corp.
_____________________________________
Notary Public
My Commission Expires:_______________
EXHIBIT A
TO
OPTION TO PURCHASE AGREEMENT
BETWEEN
XXXXX X. XXXXX AND XXXX XXXXXXXX XXXXX
AND
VISTA NEVADA CORP.
DESCRIPTION OF PREMISES
The following described unpatented lode mining claim is located in Section
17, Township 31 North, Range 29 East, Mount Diablo Base and Meridian, in
Pershing County, Nevada:
CLAIM NAME BLM SERIAL NO.
---------- --------------
Vernal XXX 000000
