ASSIGNMENT OF OPTION TO PURCHASE JOINT VENTURE AND ROYALTY AGREEMENT
THIS AGREEMENT MADE AS OF THE 6TH DAY OF JUNE, 2006.
B E T W E E N:
RENO GOLD CORP.
(HEREINAFER "RENO" AND ASSIGNEE)
OF THE FIRST PART
AND
DYNAMIC VENTURES LTD., A COMPANY DULY INCORPORATED UNDER THE
LAWS OF THE PROVINCE OF ALBERTA, HAVING AN OFFICE AT 000-000 XXXX
XXXXXXXX XXXXXX, XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0
(HEREINAFTER "DYNAMIC" AND ASSIGNOR)
OF THE SECOND PART
AND
CONSOLIDATED GLOBAL MINERALS LTD., A COMPANY DULY INCORPORATED
UNDER THE LAWS OF THE PROVINCE OF ALBERTA, HAVING AN OFFICE AT 0000-000 XXXXXXX
XXXXXX, XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0
OF THE THIRD PART
WHEREAS Dynamic and Consolidated entered into an Option to Purchase , Joint
Venture and Royalty Agreement in respect of the Good Hope Property (hereinafter
"the
property"), pursuant to an Agreement dated the 26th day of February, 2004 ("the
Agreement").
AND WHEREAS the parties now wish to enter into an Agreement whereby Dynamic will
assign its rights in the Agreement to Reno.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of TEN
($10.00) DOLLARS, the receipt and sufficiency of which is hereby acknowledged by
the parties, and in further consideration of the premises and the mutual
promises, covenants, and agreements herein contained, the parties hereto agree
as follows:
1. The recitals herein are true in substance and in fact.
2. Dynamic hereby assigns to Reno all of its interest in and to the
Agreement, including all rights of actions or other rights accruing to
Dynamic pursuant to the aforesaid Agreement.
3. The Assignee shall assume, perform, comply with and be bound by all of
the Assignor's obligations under the Agreement and shall comply with all
of its obligations under the Agreement.
4. The Assignee agrees to indemnify and save harmless the Assignor from and
against all liabilities, suits, actions, proceedings, claims, causes,
damages, Judgments or costs whatsoever arising out of or incidental to,
or in connection with any breach by the Assignee of any of the
Assignor's obligations under the Agreement.
5. The Assignor warrants that the Agreement is, as of the date hereof, in
good standing.
6. Reno acknowledges that together with any other consideration hereinbefore
set out, it will transfer to Dynamic, shares in Reno Gold Corp., at Reno
Gold Corp.'s first offering price for its consolidated shares,
representing $50,000.00 U.S. worth of shares at that first offering price
7. The parties hereto acknowledge that Dynamic notwithstanding the
assignment hereinbefore set out will retain 10% of the 60% interest
otherwise available under the Agreement as specifically set out in
paragraph 11.1 and 11.2 therein.
8. Dynamic acknowledges that although it will retain 10% of the undivided
interest in the claims otherwise assigned herein, it will only retain the
equity in respect of those claims and not have the voting rights in
respect of the interest held, which it hereby assigns to Reno Gold Corp.
9. The parties hereto further acknowledge that after the payment by Reno
pursuant to the Agreement, of $600,000.00, as set out in paragraph 11.3
of the Option Agreement, Dynamic will thereafter contribute 1/6th of all
further monies required to be spent in furtherance of the Agreement, in
recognition of its retained interest.
10. The parties hereto acknowledge and confirm that notwithstanding paragraph
27 of the Agreement, this Assignment is acknowledged to be an enforceable
one as between the parties hereto, and any and all benefits, obligations,
undertakings and
warranties set out in the Agreement are hereby assigned to Reno, which
Assignment is hereby acknowledged and accepted.
IN WITNESS WHEREOF the parties hereto have executed this Assignment Agreement as
of the day and year first above written.
RENO GOLD CORP.
Per: /s/ illegible
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DYNAMIC VENTURES LTD.
Per: _______________________________
CONSOLIDATED GLOBAL MINERALS LTD.
Per: /s/ illegible
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