SHARE PURCHASE AGREEMENT
This
Agreement IS entered into this day
of
September 2004 by
and
between .Mosquito Consolidated Gold
Mines Ltd.. a British Columbia corporation (“Purchaser”). and Xxxxxx X. Xxxxxxx
(“Vender”).
WHEREAS.
Vendor
is engaged in the business of mining and mineral exploration and is the owner
of
1156207 Ontario inc. (the ”Company”) located in the Province of Ontario
and.
WHEREAS.
Vendor
wishcs to sell and Purchaser wishes to purchase 100% of the outstanding shares
(the “Shares”) of the Company.
NOW,
THERFORE,
In
consideration of the mutual promises and covenants set forth below, the parties
hereto hereby agree as follows:
1. Vendor
agrees to sel1 all the Shares. being all issued and outstanding shares
(a
100%
Interest)
of 1156207 Ontario
Inc. which owns a 100% interest in patented mineral claims KRL 5136 5137.
5138.6979. 6980.6980, 6981. 5408. 5409. 6969. 6970. 6971. all located m the
Province of Ontario. And any and all buildings, structures, machinery, and
equipment located on the mineral claims.
2.
Purchaser agrees to pay:
| (a) |
$80
000.00 upon approval of the TSX-Venture Exchange; and,
|
| (b) |
Net
Smelter Return: Commencing with the 15th
day of the month after the calendar quarter in which production
of the
Porperty has commenced, and thereafter quarterly on or before
the
15th
day of the month following each calendar quarter, the Vendor
shall be
entitled to receive and Mosquito shall pay the Vewndor a one
percent(1%)
Net Smelter Returns.
|
“Net
Smelter Return” shall mean the cash proceeds received by Mosquito from sale of
ore and/or concentrates produced from the Property less
successively;
| (a) |
The
cost of transportation and related insurance premiums of such ore
and/or
concentrates from
mine or the mill, as the case may be, to the smelter or other place
of
treatment; and
|
| (b) |
Smelter
and treatment charges. Payment of Net Smelter Returns payable to
the
Vendor hereunder shall be made quarterly as aforesaid. Within, 120
days
after the end of each calendar year for which Net Smelter Returns
are
payable to the Vendor, the records relating to the calculation of
Net
Smelter for such year shall be audited and any adjustments in payment
of
Net Smelter Returns to the Vendor shall be made forthwith. All payments
of
Net Smelter Returns to the Vendor for a calendar year shall be deemed
final and in full satisfaction of all obligations of Mosquito in
respect
thereof if such payments or the calculations thereof are not dispueted
by
the Vendor withing 60 days after receipt by the Vendor of the said
audited
calculations of Net Smeter Returns
|
3.
Vendor
represents and warrants to Purchaser as follows:
| 3.1 |
The
Company is not being operated in violation of any applicable Law
of any
Governmental Authority or in violation of any Permit or other specific
authorization issued by a Governmental Authority to
Vendor.
|
| 3.2 |
There
are no lawsuits or other legal proceedings pending against Vendor
or
othem1se relating to the conduct of the Business or to the knowledge
of
Vendor, threatened in writing against
Vendor.
|
| 3.3 |
Vendor
owns all Shares being sold in this transaction free and clear of
all
liens. claims or encumbrances
of any nature whatsoever.
|
1
| 3.4 |
All
representations and warranties of Vendor contained in this Agreement
shall
be accurate in all material
respects as of the Closing with the smile effect as if made on and
as of
such date. As of the Closing, Vendor shall
have
pert armed and complied III all material respects with all covenants
and
agreements and satisfied all conditions required to be performed
and
complied with by it at or before such
time.
|
| 4.1 |
The
closing of the transactions contemplated hereby (the "Closing") shall
take
place at 10:00 a.m. local
time at the offices of the lawyer of
the
Vendor within ten business days following the execution of this Agreement,
at which time the Vendor shall deliver to Purchaser the
following:
|
| (i) |
such
assignments or other instruments of transfer and assignment, in for
and
substance reasonably satisfactory to Purchasor, as are effective
to vest
in Purchaser title to the Shares
and
|
| (ii) |
(ii)
all corporate records of the Company, including the Minute Book,
with the
transfer of the Shares to the Purchaser duly recorded therein, with
Xxxxx
XxXxxx being th president and sole signing officer of the
Company.
|
4.2.
At
the Closing. Purchaser shall deliver to Vendor a cheque 111 the amount of
$80,000.
5
1 At
any time and from time to time after the date hereof, each party hereto shall,
without further consideration, execute and deliver to the other such instruments
of transfer and shall take such other action as the other may reasonably
request
to carry out the transfer of assets contemplated by this Agreement.
5.2.
Vendor shall defend indemnify and hold harmless Purchase, its shareholders,
directors, officers, employees, agents, and assigns promptly upon demand
at any
time and from time to time, from and against any liabilities or any other
liabilities associated with the Company, that occurred prior to
Closing.
5.3.
The
representations, and warranties of Vendor contained in this Agreement shall
survive the transaction contemplated hereby for a period ending on the first
anniversary of the Closing.
5.4
Vendor agrees to provide Purchaser a Right of First Refusal on any mineral
properties in the Red Lake and Larder Lake areas for one year from the date
of
closing.
5.5
This
Agreement supersedes any previous agreements and understandings between the
parties hereto.
5.6
This
Agreement shall be governed by and construed in accordance with the laws of
the
Province of
Ontario,
and all parties have relied on their own legal representation.
5.7
All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally or mailed by registered mail.
return receipt requested to tile parties
at the following addresses
If
to
Vendor: Xxxxxx X. Xxxxxxx. RR#3. Marmora. Ontario K0K 2M0
If
to
Purchaser: Mosquito Consolidated Gold Mines 301—455 Granville
Street. Vancouver B.C. V6C 111
This
Agreement has been duly executed on the date hereinabove set forth.
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