Letter Agreement SPGX corporate letter head
Exhibit 10.15
Letter Agreement
SPGX corporate letter head
December 31, 2018
Xx. Xxxx Xxxxxxxx
0 Xxxx Xxxxxxx Xxxxxxxx
Caledon Village, Ontario
L7K 0T9
000-000-000
Xxxxxxx00@xxxxxxx.xxx
Dear Xx. Xxxxxxxx:
This letter will confirm our numerous discussions concerning the proposed sale of the following mineral claims (the “Claims”) to you, or your nominee, from Sustainable Projects Group Inc. formerly Sustainable Petroleum Group Inc. (“Sustainable”):
Patent Properties (9 claims) Thunder Bay Mining Division
62401-0010 SRO MINING CLAIM TBI 1070 XXXXXXX AS IN PPA4452●, GREENSTONE
62401-0011 MRO MINING CLAIM TBI 1070 XXXXXXX AS IN PPA4452●, GREENSTONE
62401-0012 SRO MINING CLAIM TBI 1071 XXXXXXX AS IN PPA4453; GREENSTONE
62401-0013 MRO MINING CLAIM TBI 1071 XXXXXXX AS IN PPA4453; GREENSTONE
62401-0014 SRO MINING CLAIM TBI 1072 XXXXXXX ; GREENSTONE
62401-0015 MRO MINING CLAIM TBI 1072 XXXXXXX; GREENSTONE
62401-0016 SRO MINING CLAIM TBI 1073 XXXXXXX●, GREENSTONE
62401-0017 MRO MINING CLAIM TB 11073 XXXXXXX●, GREENSTONE
62401-0018 SRO MINING CLAIM TBI 1074 XXXXXXX; GREENSTONE
62401-0019 MRO MINING CLAIM TBI 1074 XXXXXXX; GREENSTONE
62401-0020 SRO MINING CLAIM TBI 1075 XXXXXXX AS IN PPA4457; GREENSTONE
62401-0021 MRO MINING CLAIM TBI 1075 XXXXXXX AS IN PPA4457; GREENSONE
62401-0022 SRO MINING CLAIM TB 11076 XXXXXXX; GREENSTONE
62401-0023 MRO MINING CLAIM TB 11076 XXXXXXX●, GREENSTONE
62401-0024 SRO MINING CLAIM TBI 1077 XXXXXXX●, GREENSTONE
62401-0025 MRO MINING CLAIM TBI 1077 XXXXXXX●, GREENSTONE
62401-0026 SRO MINING CLAIM TBI 1078 XXXXXXX AS IN PPA4460; GREENSTONE
62401-0027 MRO MINING CLAIM TBI 1078 XXXXXXX AS IN PPA4460●,GREENSTONE
Crown Land Claims (4 claims) Original Claim Format
Xxxxxxx Township
3011563
4211215
3011584
Xxxxxxxx Township
4279298
Xxxxxxx new format cell numbers. MNDM has changed the numbering format for claims in Ontario and below are the new cell numbers for the above old format claim numbers
| Legacy Claim Id | Township / Area | Tenure ID | Tenure Type | Anniversary Date | ||||
| 3011563 | XXXXXXX | 114214 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 329345 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 316551 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 316550 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 285803 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 250703 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 240406 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 232169 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 219311 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 213985 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 172639 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 147287 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 147286 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 139667 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 139666 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011563 | XXXXXXX | 125975 | Single Cell Mining Claim | 2020-10-10 |
| 3011564 | XXXXXXX | 125975 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011564 | XXXXXXX | 240406 | Single Cell Mining Claim | 2020-10-10 | ||||
| 3011564 | XXXXXXX | 211759 | Boundary Cell Mining Claim | 2020-10-10 | ||||
| 3011564 | XXXXXXX | 192995 | Boundary Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 112025 | Boundary Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 240406 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 211759 | Boundary Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 145129 | Boundary Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 139667 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4211215 | XXXXXXX | 139666 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4279298 | XXXXXXXX | 172640 | Boundary Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 219310 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 219312 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 219315 | Boundary Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 227284 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 256629 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 293907 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX | 306013 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX,XXXXXXX | 125973 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX,XXXXXXX | 172641 | Boundary Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX,XXXXXXX | 219313 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXXX,XXXXXXX | 227283 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 125974 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 125975 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4279298 | XXXXXXX | 153872 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 172638 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 172639 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4279298 | XXXXXXX | 189989 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 219311 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4279298 | XXXXXXX | 219314 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 285803 | Single Cell Mining Claim | 2020-10-10 | ||||
| 4279298 | XXXXXXX | 293905 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 293906 | Single Cell Mining Claim | 2019-07-15 | ||||
| 4279298 | XXXXXXX | 322526 | Single Cell Mining Claim | 2019-07-15 |
(collectively, the “Claims”)
This letter agreement sets forth the terms and conditions of the proposed sale of the Claims, which when accepted by you, will form a binding agreement between the parties.
We will sell and transfer all of our right, title, and interest in the Claims to you as instructed upon delivery to us of (a) the share certificates representing an aggregate 1,052,631 shares in Sustainable (the “Shares”) and (b) the blank stock power of attorney duly signed for the transfer of the Shares in a form acceptable to our transfer agent. Delivery of the Shares and the stock power of attorney will represent full payment for the sale of the Claims.
At closing,
a. You shall deliver to us share certificates 225 and 226 representing the Shares, which we acknowledge receipt of share certificate 226 as previously delivered, and the originally signed and notarized stock power of attorney for share certificates 225 and 226.
b. Upon our receipt of the Shares and the originally signed and notarized stock power of attorney you are authorized to complete the documents for the transfer of the Claims to you as the registered agent of Sustainable in Ontario Canada (the Claim Transfers”) and you may then proceed to re-register the Claims into your name.
c. Simultaneous with the transfer of the Claims you shall cancel the 3.0% net smelter return that had been granted to you initially by Workplan Holding Inc., and which was carried forward as a condition of the acquisition of the Claims by us from Workplan Holding Inc., and such cancellation will be acknowledged and confirmed by signing this agreement.
Each of the parties hereby will be responsible for payment of their own costs, expenses and fees (including, without limitation, legal counsel and transfer fees) incurred in connection with the preparation, execution and the consummation of this letter agreement, and any required filings with any regulatory or taxing authority.
This letter agreement will be interpreted in accordance with the laws of the State of Nevada and will enure to the benefit of and be binding upon both parties and their respective heirs, successors and permitted assigns.
All parties agree to sign such further and other deeds and documents, including without limitation, the transfer documents, and to give such further and other assurances as may be necessary to fully implement this letter agreement.
If the foregoing accurately sets forth your understanding of our agreement, please sign this letter agreement where indicated below which will then form a binding agreement between us, subject only to the terms and conditions provided above in this letter agreement.
This agreement may be executed and transmitted by electronic means and will be binding on the parties.
Yours truly,
| SUSTAINABLE PROJECTS GROUP INC. | ||
| Per: | /s/ Xxxxxx Xxxxxxxxxx | |
| Xxxxxx Xxxxxxxxxx | ||
| Chief Executive Officer | ||
| ACCEPTED AND AGREED TO THIS 31st DAY OF December, 2018: | ||
| /s/ Xxxx Xxxxxxxx | ||
| Xxxx Xxxxxxxx | ||
