PURCHASE AND SALE AGREEMENT BETWEEN TAO MINERALS LTD. AND MULTI METAL MINING CORP. Dated as of the 22nd day of October, 2004
BETWEEN
AND
MULTI METAL MINING CORP.
Dated as of the 22nd day of October, 2004
THIS AGREEMENT made as of the 22nd day of October , 2004
AMONG:
| TAO MINERALS LTD., a company existing under the laws of the State of Nevada and having its head office at 00 X. Xxxxx Xx., Xxxxxxx Xxx, Xxxxxxx X0X 0X0 (“Tao”) |
AND:
MULTI METAL MINING CORP., a company existing
under the laws of the State of Nevada and having its head office at 0000
Xxxxx Xxxxxxx Xxx., Xxxxx 0, Xxx Xxxxx Xxxxxx, 00000-0000 (the “Vendor”)
|
WHEREAS:
| A. | The Vendor holds, directly or indirectly, interests in certain mineral exploration claims located in the State of Nevada; |
| B. | The Vendor wishes to sell and Tao wishes to purchase a 100% interest in the Property on the terms and conditions contained in this Agreement. |
In consideration of the premises, covenants and agreements contained in this Agreement, the parties covenant and agree each with the other as follows:
| 1. | INTERPRETATION |
| 1.1 | Definitions |
For the purposes of this Agreement and the recitals in and Schedule to this Agreement, unless the context otherwise requires, the following words and phrases will have the meanings indicated below:
| (a) | “Agreement” means this Agreement including the recitals and Schedule hereto, which are incorporated by this reference, as amended and supplemented; | |
| (b) | “Property” means the mineral exploration claims located in the State of Nevada, USA and listed in Schedule 1 hereto; | |
| (c) | “Purchase Price” means the $3,000, US Dollars, purchase price for the Property as contemplated in this Agreement; | |
| (d) | “The Vendor” means Multi Metal Mining Corp., a company incorporated and existing under the laws of Nevada; | |
| (e) | “Tao” means Tao Minerals Ltd., a company incorporated and existing under the laws of Nevada; | |
| 1.2 | Interpretation |
In this Agreement, except as otherwise expressed or provided or as the context otherwise requires:
| (a) | the headings and captions are provided for convenience only and will not form a part of this Agreement, and will not be used to interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions; and | |
| (b) | a reference to time or date is to the local time or date in Thunder Bay, Canada, unless specifically indicated otherwise; | |
| 1.3 | Amendment |
No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein will be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed.
| 1.4 | Waiver |
No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) and no waiver will constitute a continuing waiver unless otherwise expressly provided.
| 1.5 | Schedules |
The following Schedules are attached hereto and form a part hereof:
| Schedule | Subject | |
| 1 | Description of Property | |
| 2 | Claim Map |
| 1.6 | Currency |
| All dollar ($) references in this Agreement are to United States dollars. | |
| 2. | PURCHASE AND SALE |
| 2.1 | Purchase and Sale |
Subject to the terms and conditions of this Agreement and based on the representations and warranties contained in this Agreement, Tao hereby offers to purchase the Property from the Vendor and the Vendor hereby agrees to sell the Property to Tao.
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| 2.2 | Consideration |
In consideration for the sale by the Vendor to Tao of the Property, Tao will pay the Purchase Price for the Property to the Vendor on the Closing date.
| 3. | REPRESENTATIONS AND WARRANTIES |
| 3.1 | Representations and Warranties of The Vendor |
The Vendor represents and warrants to and in favour of the Tao as follows and acknowledges that Tao is relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
| (a) | This Agreement has been duly executed and delivered
by the Vendor and constitutes a valid and binding obligation of the Vendor
in accordance with its terms; |
|
| (b) | Schedules 1 and 2 hereto contain an accurate and
complete description of the Property; |
|
| (c) | No person has any agreement or option or any right
or privilege (whether by law, pre-emptive or contractual) capable of becoming
an agreement or option for the purchase from the Vendor of any interest
in the Property; |
|
| (d) | The entering into, execution, delivery and performance
by the Vendor of this Agreement will not violate or contravene or conflict
with or result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of the
terms and conditions of any contract, agreement, commitment, arrangement
or understanding pursuant to which the Vendor holds or has acquired its
interest in the Property or any other contract, agreement, commitment,
arrangement, understanding or restriction, written or oral, to which the
Vendor is a party or by which it is bound; |
|
| (e) | To the best of the knowledge of the Vendor after
due enquiry, there are no legal conflicts of any nature and no investigations
or legal or administrative affairs pending against the Vendor in connection
with the Property or for any other cause and there is no pending or threatened
decree, decision, sentence, injunction, order or award of any court, arbitral
tribunal or governmental authority or any action, procedure, arbitration,
administrative or judicial investigation, actual or threatened, with respect
to the Vendor or the Property; |
|
| (f) | The Vendor holds all right, title and interest in
and to the Property, and the Property is free of any lien, claim, pledge,
privilege, levy, lease, sublease or rights of any person and other than
government royalties, government work requirements and other conditions
imposed by a governmental authority; |
|
| 3.2 | Representations and Warranties of Xxx |
Xxx represents and warrants to and in favour of the Vendor as follows and acknowledges that the Vendor are relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
| (a) | Tao is a corporation duly incorporated and validly subsisting and in good standing in the State of Nevada; |
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| (b) | Tao has the corporate power and authority to enter
into this Agreement and to perform its obligations hereunder; |
|
| (c) | The execution and delivery of this Agreement and
the completion of the transactions contemplated herein will constitute
a valid and binding obligation of Tao enforceable against it in accordance
with its terms; |
|
| (d) | The entering into, execution, delivery and performance
by the Tao of this Agreement will not violate or contravene or conflict
with or result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of the
terms and conditions of any contract, agreement, commitment, arrangement,
understanding or restriction, written or oral, to which Tao is a party
or by which it is bound or under the constating documents or directors’
or shareholders’ resolutions of Tao; |
|
| 4. | CLOSING |
| 4.1 | Time and Place of Closing |
The closing (the “Closing”) of this Agreement will take place at the offices of Tao at 2:00 p.m. (Thunder Bay time) on October 22, 2004.
| 4.2 | Closing Documents |
At Closing, the parties hereto will table the following documents:
| (a) | Documents of The Vendor: The Vendor will table for delivery to Tao title transfer documents relating to the Property in a form acceptable to Tao’s legal counsel. | |
| (b) | Documents of Tao. Tao will table for delivery to the Vendor a certified check, or a check issued from an attorney’s trust account for $3,000 made payable to the Vendor or its agents. | |
| 5. | TERMINATION |
| 5.1 | Mutual Termination |
| This Agreement may, prior to Closing, be terminated by the parties hereto by mutual agreement in writing notwithstanding anything contained herein. | |
| 6. | GENERAL PROVISIONS |
| 6.1 | Time of Essence |
Time is and will be of the essence of each and every provision of this Agreement.
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| 6.2 | Finder’s Fees and Brokers’ Commission
|
| Each of the parties hereto represents to the other
that it has not incurred any liability for any finders’ fee or brokers’
commission in connection with the execution of this Agreement or the consummation
of the transactions contemplated herein. |
|
| 6.3 | Expenses |
| Tao will be responsible for all fees and expenses
in connection with the preparation, execution and delivery of this Agreement
and the preparation and completion of all other agreements, documents,
approvals and transactions contemplated by this Agreement. |
|
| 6.4 | Further Assurances |
Each of the parties hereto will, whether before or
after Closing and at the expense of Tao, execute and deliver all such
further documents and instruments, give all such further assurances, and
do all such acts and things as may reasonably be required to carry out
the full intent and meaning of this Agreement. |
|
| 6.5 | Entire Agreement |
| This Agreement and the Schedule hereto contain the
whole agreement among the parties hereto in respect of the subject matter
hereof and supersedes and replaces all prior negotiations, communications
and correspondence between the parties hereto. There are no warranties,
representations, terms, conditions or collateral agreements, express or
implied, statutory or otherwise, among the Vendor and Tao other than as
expressly set forth in this Agreement and the Schedule hereto. |
|
| 6.6 | Enurement |
| This Agreement will enure to the benefit of and
be binding upon each of the parties hereto and their respective successors,
liquidators and permitted assigns. |
|
| 6.7 | Assignment |
| No party hereto may assign any of its right, title
or interest in, to or under this Agreement, nor will any such purported
assignment be valid amongst the parties hereto, except with the prior
written consent of all parties hereto, such consent not to be unreasonably
withheld. |
|
| 6.8 | Governing Law |
| This Agreement will be construed and interpreted
in accordance with the laws of the Province of Ontario, Canada and the
laws of Canada applicable therein. The parties hereto irrevocably attorn
to the jurisdiction of the arbitrators and courts of the Province of Ontario,
Canada and the venue for any actions or arbitrations arising out of this
Agreement will be Xxxxxxx Xxx, Xxxxxxx Xxxxxx. |
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| 6.9 | Notices |
All notices, payments, and other required communications (“Notices”) to the parties hereto shall be in writing and shall be addressed respectively as follows:
| (a) | If to Tao: | |
| Tao Minerals Ltd. 00 X. Xxxxx Xx., Xxxxxxx Xxx, Xxxxxxx X0X 0X0 |
||
| (b) | If to the Vendor: | |
| Multi Metal Mining Corp. 0000 Xxxxx Xxxxxxx Xxx., Xxxxx 0, Xxx Xxxxx Xxxxxx, 00000-0000 |
All notices shall be given (i) by personal delivery to the party by leaving a copy at the place specified for notice with a receptionist or an apparently responsible individual, or (ii) by electronic facsimile communication. All notices will be effective and will be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours and, if not delivered during normal business hours, on the next business day following delivery, and (ii) if by electronic communication, on the next business day following receipt of the electronic communication. A party hereto may change its address for notice by notice to the other party.
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| 6.10 | Counterparts |
This Agreement, and any certificates or other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same documents, and all such counterparts will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto, and executed copies delivered to each party who is a party hereto or thereto. Such delivery may be made by facsimile transmission of the execution page or pages, hereof or thereof, to each of the other parties by the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or pages is forwarded by prepaid express courier to the other party by the party signing the particular counterpart.
The parties hereto have executed and delivered this Agreement as of the date first written above.
| Per: | _/s/ Don Axent________________ |
| Don Axent | |
| President |
MULTI METAL MINING CORP.
| Per: | _/s/ Xxxxx Sostad_____________ |
| Xxxxx Xxxxxx | |
| President |
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Schedule 1
Description of Property
| Claim Name | Miniming District | Co-ordinates |
| Whale 1 | Yellow Pine, Xxxxx County, NV | 35 Degree 48’ N Latitude |
| 115 Degree 31’ W Longitude | ||
| Whale 2 | Yellow Pine, Xxxxx County, NV | 35 Degree 48’ N Latitude |
| 115 Degree 31’ W Longitude |
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