PROPERTY AGREEMENT
Page 1 of 5
THIS AGREEMENT is made effective the 15th day of November, 2005.
BETWEEN:
Ridgestake Resources Inc., a
company duly incorporated under the laws of the Province of British
Columbia, and having an office at 0000-0000 Xx. Xxxxxxx Xxx., Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0
(hereinafter called “Ridgestake”)
OF THE FIRST PART
AND:
Red Lake Exploration, Inc. a
company duly incorporated under the laws of the State of Nevada,
having an office at 00000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0.
(hereinafter called “Red Lake”)
OF THE SECOND PART
WHEREAS:
Ridgestake is the sole beneficial owner of 100% of the right, title and interest in and to three Red Lake Mining Division Mining Claims, which are situated in northwestern Ontario and are more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and
The parties now wish to enter into an agreement granting to Red Lake an undivided 100% of the right, title and interest in and to the Claim on the terms and conditions are hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:
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Representation and Warranties
Red Lake represents and warrants to Ridgestake that:
Red Lake is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;
Red Lake has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein;
neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Red Lake is a party; and
the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of Red Lake constating documents.
Ridgestake represents and warrants to Red Lake:
Ridgestake is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;
Ridgestake has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein;
the Claim consists of the three mining claims in the Red Lake Mining District which has been duly and validly staked and recorded, as accurately described in Schedule “A”, is presently in good standing under the laws of the jurisdiction in which they are located and, except as set forth herein, is free and clear of all liens, charges and encumbrances;
Ridgestake is the owner of a 100% interest in and to the Claim and has the exclusive right to enter into this Agreement and all necessary authority to dispose of an undivided 100% interest in and to the Claim in accordance with the terms of this Agreement;
no person, firm or corporation has any proprietary or possessory interest in the Claim other than Ridgestake and no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, ores, metals or concentrates or any such products removed from the Claim;
neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Ridgestake is a party or by which Ridgestake is bound; and
the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto.
The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Claim by Red Lake and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.
Purchase Price
Ridgestake hereby gives and grants to Red Lake an undivided 100% of the right, title and interest of Ridgestake in and to the Claim, in accordance with the terms of this Agreement for and in consideration of $9,000 United States dollars on the Effective Date.
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Transfer of Title
Ridgestake hereby transfers and assigns to Red Lake an undivided 100% of the right, title and interest in and to the Claim. Upon execution of this Agreement, Ridgestake shall execute and deliver any and all documents required of it to deliver registered title of the Claim to Red Lake.
Covenants of Ridgestake
Ridgestake will:
not do any act or thing which would or might in any way adversely affect the rights of Red Lake hereunder;
make available to Red Lake and its representatives all records and files in the possession of Ridgestake relating to the Claim and permit Red Lake and its representatives at its own expense to take abstracts therefrom and make copies thereof; and
promptly provide Red Lake with any and all notices and correspondence from government agencies in respect of the Claim.
Covenants of Red Lake
Red Lake will not do any act or thing which would or might any way adversely affect the rights of Ridgestake hereunder.
Further Assurances
The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.
Notice
Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:
if to Red Lake
00000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0if to Ridgestake
0000-0000 Xx. Xxxxxxx Xxx.
Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.
Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.
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Headings
The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.
Payment
All references to monies hereunder will be in United States funds except where otherwise designated. All payments to be made to any party hereunder will be mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in the United States or Canada as such party may designate from time to time by written notice. Said banks or banks will be deemed the agent of the designating party for the purpose of receiving and collecting such payment.
Enurement
This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
Terms
The terms and provisions of this Agreement shall be interpreted in accordance with the laws of Nevada.
Entire Agreement
This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.
Time of Essence
Time will be of the essence in this Agreement.
Enforcement of Agreement
The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
|
Red Lake Exploration, Inc. Per:
/s/ Xxxx Xx Xxxxx |
Ridgestake Resources Inc. Per:
/s/ Xxxxxxxx Xxxx |
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This is Schedule “A” to a Property Agreement made as of the 15th day of November, 2005 between Ridgestake Resources Inc. and Red Lake Exploration, Inc.
|
Mining Division |
Claim Number |
Expiry Date |
|---|---|---|
|
KRL (Red Lake) |
3016881 |
2006.08.27 |
|
KRL (Red Lake) |
3016882 |
2006.08.27 |
|
KRL (Red Lake) |
3016883 |
2006.08.27 |
