Exhibit 99.2
PURCHASE AGREEMENT
THIS AGREEMENT dated for reference the 11th day of December, 2007.
BETWEEN:
NEW ZONE RESOURCES LTD, a Nevada Corporation with an office at 0000 X.
Xxxxxxx Xxxx, Xxx Xxxxx, XX 00000-0000
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
WOLLEMI MINING CORP., a Delaware corporation having its office at 00-000
Xxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of the mineral claims described in
Schedule "A" hereto (the "Property");
B. The Vendor wishes to sell a 100% undivided interest in and to the Property to
the Purchaser and the Purchaser wishes to acquire such interest pursuant to the
terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants and agreements hereinafter contained, the parties hereto
agree as follows:
VENDOR'S REPRESENTATIONS AND WARRANTIES
1. The Vendor represents and warrants to the Purchaser that:
(a) It is the sole recorded and beneficial owner of an undivided l00%
interest in and to the Property;
(b) The claims comprising the Property have been, to the best of the
information and belief of the Vendor, properly located and staked and
recorded in compliance with the laws of the jurisdiction in which they
are situate, are accurately described in Schedule "A" and are valid
and subsisting mineral claims as at the date of this Agreement;
(c) The Property is in good standing under all applicable laws and
regulations, all assessment work required to be performed and filed
has been performed and filed, all taxes and other payments have been
paid and all filings have been made;
(d) The Property is free and clear of any encumbrances, liens or charges
and neither the Vendor nor, to the best of the Vendor's knowledge, any
of her predecessors in interest or title, have done anything whereby
the Property may be encumbered; and
(e) It has the right to enter into this Agreement and to deal with the
Property in accordance with the terms of this Agreement, there are no
disputes over the title to the Property, and no other party has any
interest in the Property or the production therefrom or any right to
acquire any such interest.
PURCHASER'S REPRESENTATIONS AND WARRANTIES
2. The Purchaser represents and warrants to the Vendor that:
(a) it has been duly incorporated, amalgamated or continued and validly
exists as a corporation in good standing under the laws of its
jurisdiction of incorporation, amalgamation or continuation;
(b) it has duly obtained all corporate authorizations for the execution of
this Agreement and for the performance of this Agreement by it, and
the consummation of the transactions herein contemplated will not
conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation
of any encumbrance under the provisions of the Articles or the
constating documents of the Purchaser or any shareholders' or
directors' resolution, indenture, agreement or other instrument
whatsoever to which the Purchaser is a party or by which it is bound
or to which it or the Property may be subject; and
(c) no proceedings are pending for, and the Purchaser is unaware of any
basis for the institution of any proceedings leading to, the
dissolution or winding up of the Purchaser or the placing of the
Purchaser in bankruptcy or subject to any other laws governing the
affairs of insolvent corporations.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
3. The representations and warranties in this Agreement shall survive the
closing of this transaction and shall apply to all assignments, conveyances,
transfers and documents delivered in connection with this Agreement and there
shall not be any merger of any representations and warranties in such
assignments, conveyances, transfers or documents notwithstanding any rule of
law, equity or statute to the contrary and all such rules are hereby waived. The
Vendor shall have the right to waive any representation and warranty made by the
Purchaser in the Vendor's favor without prejudice to any of its rights with
respect to any other breach by the Purchaser and the Purchaser shall have the
same right with respect to any of the Vendor's representations in the
Purchaser's favor.
PURCHASE AND SALE
4. The Vendor hereby sells and assigns and the Purchaser hereby purchases a 100%
undivided interest in and to the Property for the sum of $7,500 US payable on
execution of this Agreement.
FURTHER ASSURANCES
5. Upon payment of the Purchase Price the Vendor shall cause to be executed a
Xxxx of Sale or such other documents as the Purchaser may reasonably require
transferring a 100% undivided interest in and to the Property to the Purchaser
or its nominee which the Purchaser shall be at liberty to record forthwith. The
parties shall execute all further documents or assurances as may be required to
carry out the full intent of this Agreement.
NOTICE
6. Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. Either party may at any time
and from time to time notify the other party in writing of a change of address
and the new address to which notice shall be given to it thereafter until
further change.
PAYMENT
7. All references to monies hereunder will be in United States funds. All
payments to be made to any party hereunder may be made by check mailed or
delivered to such party to its address for notice purposes as provided herein.
ENTIRE AGREEMENT
8. This Agreement constitutes the entire agreement between the parties and
replaces and supercedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express or
implied, statutory or otherwise, between the parties with respect to the subject
matter herein.
GENDER
9. Wherever the singular or neuter are used herein the same shall be deemed to
include the plural, feminine or masculine.
ENUREMENT
10. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
EXECUTION
11. (a) Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement and
will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
(b) Fax Execution. This Agreement may be executed by delivery of executed
signature pages by fax and such fax execution will be effective for all
purposes.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.
VENDOR:
NEW ZONE RESOURCES LTD.
by its authorized signatory:
/s/ Xxxxx Xxxxxx
--------------------------------
XXXXX XXXXXX
PURCHASER:
WOLLEMI MINING CORP.
by its authorized signatory:
/s/ Xxxxxxxxxxx Xxxxxxxxx
--------------------------------
XXXXXXXXXXX XXXXXXXXX, PRESIDENT
SCHEDULE "A"
THE PROPERTY
Claim Name: Bonanza Lode Mining Claim
Book and Instrument Numbers: 200702 08482
Filed: November 30, 2007 in the Xxxxx County Recorder's
Office
NMC Claim No.: 980311
Located in the Yellow Pine Mining District, Xxxxx County, Nevada, USA
