ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "ASSUMPTION AGREEMENT") is
made and entered into this 19th day of January, 2005 (the "EFFECTIVE DATE"), by
and between XXXXX XXXXX, a resident of Quesnel, British Columbia ("SELLER") and
FRONTIER EXPLORATIONS CORP., a Delaware corporation ("ASSIGNOR"), and GT DATA
CORPORATION, a Nevada corporation, as assignee (the "ASSIGNEE").
RECITALS
A. Seller and Assignor entered into that certain Option Purchase
Agreement dated on or about January 19, 2005, (the "CONTRACT"), for the purchase
and sale of the Cream Claim (defined in the Contract and hereafter as the
"PROPERTY") and more particularly described on Schedule "A" attached to the
Contract.
B. Assignor has offered to sell and Assignee has offered to buy the
Contract, and Seller has agreed to accept such assignment, all in accordance
with the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Assignors and the Assignee hereby agree as follows:
1. Recitals. The Recitals hereinabove are true and correct and are
incorporated herein by reference.
2. Assignment. The Assignor hereby assigns all of its right, title, and
interest in and to the Contract to the Assignee.
3. Assumption. The Assignee hereby accepts the assignment of the Contract
set forth in Section 2 above and hereby assumes, from and after the date hereof,
all of the Assignor's obligations under the Contract and hereby agrees to abide
by, observe, and perform all of the terms, covenants, and conditions set forth
in the Contract and applicable to the Assignor, as if the Assignee were
substituted for the Assignor as a party to the Contract.
4. Indemnity. The Assignee hereby indemnifies and agrees to hold the
Assignor harmless from and against any and all losses, claims, liabilities,
costs, expenses, judgments and suits, including, without limitation, attorney's
and paralegal's fees and costs, whether or not suit is filed and whether
occurring in preparation for or at trial, retrial, or on appeal, arising out of
or in connection with Assignee's failure to timely perform any of Assignor's
obligations under the Contract or Assignee's failure to timely perform any of
Assignee's obligations under this Assumption Agreement.
5. Payment.
(a) PAYMENT OF SHARES. For and in consideration of the Assignor's
assignment of the Contract to the Assignee, the Assignee shall deliver to the
Assignor as payment in full for the assignment such number of shares of
Assignee's common stock that have a value equal to $80,000 (the "SHARES"). For
the purposes of this section, the Assignee and Assignor agree that each share of
Assignee common stock shall be valued at $0.010446. Assignee shall deliver the
Shares to Assignor simultaneously with the execution of this Assumption
Agreement.
(b) MANDATORY REGISTRATION RIGHTS. The Assignee shall prepare, and, on or
prior to the 120th calendar day following the Closing of the Contract, (the
"FILING DATE"), file with the Securities and Exchange Commission a Registration
Statement on Form SB-2 (or, if Form SB-2 is not then available, on such form of
Registration Statement as is then available to effect a registration of the
Registrable Securities, subject to the consent of the Assignor or its
representative, which consent will not be unreasonably withheld) covering the
resale of the Shares, which Registration Statement, to the extent allowable
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (including Rule 416), shall state that such Registration
Statement also covers such indeterminate number of additional shares of Common
Stock as may become issuable pursuant to stock splits, stock dividends or
similar transactions. Such Registration Statement shall remain effective until
the Shares are subject to resale under Rule 144 without limitation (assuming the
holders of the Shares are not affiliates of the Assignee). The Assignee shall
not, without the prior written consent of the Assignor (which may be withheld
for any reason or for no reason in Assignor's sole and exclusive discretion)
register any securities, whether on behalf of itself or any third party, unless
and until the Shares have been registered for resale hereunder.
6. Defaults. In the event of any failure to timely deliver the Shares
in accordance with Section 5 above or upon Assignee's failure to comply with any
of the terms and provisions of this Assumption Agreement (each an "EVENT OF
DEFAULT"), the Assignor shall be entitled to seek any and all remedies available
to it at law or in equity, including, without limitation, canceling this
Assumption Agreement.
7. Governing Law. This Assumption Agreement shall be governed exclusively
by and construed in accordance with the laws of the State of Florida, without
regard to the principals of conflicts of law.
8. Binding and Continuing Effect. The terms and provisions of this
Agreement shall be binding upon the respective parties hereto, and their agents,
representatives, contractors, guests, invitees, tenants, successors and assigns.
9. Construction. Each party hereto hereby acknowledges that all parties
hereto participated equally in the negotiation and drafting of this Agreement
and that, accordingly, no court construing this Agreement shall construe it more
stringently against one party than any other.
10. Attorney's Fees and Enforcement. The prevailing party in any effort to
enforce this Agreement shall be entitled to be reimbursed or paid by the party
not prevailing all expenses incurred by such prevailing party, including
attorney fees, paralegal fees and consultant fees and all out-of-pocket expenses
related to enforcement whether or not suit is filed and including such expenses
related to any administrative, governmental or judicial meeting, hearing or
proceeding pertaining to enforcement, and through all appeals, bankruptcy
proceedings and collection efforts.
11. Further Assurances. Seller, Assignor and Assignee agree to execute and
deliver, or cause to be executed and delivered, such documents as might be
reasonably requested by the other party to ensure that the benefits of this
Assumption Agreement are realized by each of the parties. Seller, Assignor and
Assignee further agree to do, or cause to be done, such acts and things as might
be reasonably requested by the other party to ensure that the benefits of the
Assumption Agreement are realized by each of the parties.
12. Entire Agreement; No Third-Party Beneficiaries. This Assumption
Agreement (including the exhibits and schedules attached hereto) contains the
entire understanding of the parties in respect of its subject matter and
supersedes all prior agreements and understandings (oral or written)
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between or
among the parties with respect to such subject matter. The parties agree that
prior drafts of this Assumption Agreement shall not be deemed to provide any
evidence as to the meaning of any provision hereof or the intent of the parties
with respect thereto. The exhibits and schedules constitute a part hereof as
though set forth in full above. This Assumption Agreement is not intended to
confer upon any person, other than the parties hereto, any rights or remedies
hereunder.
13. Amendment; Waiver. This Assumption Agreement may not be modified,
amended, supplemented, canceled or discharged, except by written instrument
executed by all parties. No failure to exercise and no delay in exercising, any
right, power or privilege under this Assumption Agreement shall operate as a
waiver, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the parties.
No extension of time for performance of any obligations or other acts hereunder
or under any other agreement shall be deemed to be an extension of the time for
performance of any other obligations or any other acts. The rights and remedies
of the parties under this Assumption Agreement are in addition to all other
rights and remedies, at law or equity, that they may have against each other
except as may be specifically limited herein.
14. Counterparts. This Assumption Agreement may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. A telecopy signature of any party
shall be considered to have the same binding legal effect as an original
signature.
IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement
in manner and form sufficient to bind them as of the 19th day of January, 2005.
"ASSIGNEE" "ASSIGNOR"
GT DATA CORPORATION,
a Nevada corporation FRONTIER EXPLORATIONS CORP., a Delaware
corporation
By: /s/ Xxxxxx Xxxxxx By: /s/ X. Xxxxxxx
Print Name: Xxxxxx Xxxxxx Print Name: X. Xxxxxxx
Its: Chairman and CEO Its: President
"SELLER"
XXXXX XXXXX,
a resident of Quesnel, B.C.
By: /s/ Xxxxx Xxxxx
Print Name: Xxxxx Xxxxx
A-6
EXHIBIT"A"
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THIS OPTION TO PURCHASE AGREEMENT MADE AS OF THE 19TH
DAY OF JANUARY, 2005.
BETWEEN FRONTIER EXPLORATIONS CORP.
(F/K/A FRONTIER EDUCATIONAL SYSTEMS, INC.)
OF THE FIRST PART
(collectively herein after referred to as the "CORPORATION")
AND:
XXXXX XXXXX
OF THE SECOND PART
(herein after referred to as the "VENDOR")
WHEREAS:
A. The Vendor has staked or caused to be staked and is the beneficial owner
of the Cream claim "the Property" as more particularly
described in "Schedule 1", "Schedule 2", and "Schedule 3" of this Agreement,
B. The Corporation wishes to acquire an interest in the Property, and
C. The Corporation is a Delaware Corporation.
THIS AGREEMENT Witnesses that in consideration of the sum of $10.00 now paid by
the Corporation to the Vendor (the receipt and sufficiency of which is hereby
acknowledged) and the covenants and agreements herein after set forth, the
parties hereto agree as follows:
1. The Vendor irrevocably grants to the Corporation the sole and exclusive
right and option to acquire a one hundred percent 100% undivided interest in the
Property, free and clear of all charges and encumbrances.
2. In order to exercise the Option the Corporation agrees to:
(a) Pay the Vendor $2,000.00 (USD) upon signing this Agreement, and
(b) Issue to the Vendor 2,200,000 (two million two hundred thousand) in the
common capital stock of Frontier Explorations Corp. (the Corporation) within
five days of signing of this agreement.
3. The Corporation shall pay any reasonable expenses of both the Corporation
and the Vendor, including all fees and disbursements of council, in connection
with the negotiation and preparation of this agreement.
4. The Corporation covenants and agrees that it will file this Agreement
with regulatory agencies necessary as required by law.
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5. Concurrently with the execution of this Agreement, the Vendor shall cause
to be delivered to the Corporation duly executed transfers of the Property in
recordable form in favor of The Company or its nominee, free and clear of all
liens, charges, encumbrances, security interests and adverse claims.
6. Upon making all of the payments and issuing all the shares required by
Section 2 hereof, the Corporation shall without further payment or action, be
deemed to have exercised the Option to Purchase and it will thereupon acquire
and be deemed to have acquired and be vested with a one hundred (100%) percent
right and interest in the Property free and clear of all liens, charges,
encumbrances, security interests and adverse claims.
7. The Corporation covenants and agrees that prior to fully exercising the
Option to Purchase, the Corporation shall keep the Property free and clear of
all liens and encumbrances.
8. In the event that the Corporation fails to issue the shares as referred
to in Section 2 (b) by January 30, 2005, then the Option shall terminate and the
Corporation further agrees to forthwith return the Property to the Vendor,
free and clear of all liens or encumbrances by January 30, 2005.
9. The Vendor warrants to the Corporation that the claim comprised in the
Property has been duly and validly staked and located pursuant to all applicable
laws and regulations and is in good standing and the Vendor is not aware of any
suits, actions, prosecutions, investigations or proceedings pending or
threatened, against or affecting the Vendors that relates to or has adverse
affect on the Property.
10. In the event that the Corporation is consolidated, sold, taken over
merged and or placed under new management the terms and conditions of this
Agreement shall apply until the Option to Purchase is fully exercised.
11. The Corporation may not sell or assign all or any portion of the
Property until the Option to Purchase is fully exercised.
12. The terms and provisions of this Agreement shall be interpreted in
accordance with the laws of British Columbia.
13. The Parties shall do and perform all such acts and things and execute
all such deeds, documents, and writings and give all such assurances as may be
necessary to give effect to this Agreement. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
14. Time shall be of the essence of this Agreement.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF
JANUARY 19, 2004.
THE CORPORATE SEAL OF )
FRONTIER EXPLORATIONS CORP. )
)
)
WAS HERETO AFFIXED IN THE PRESENCE OF: ) C/S
)
)
)
/s/ X. Xxxxxxx )
Authorized Signatory )
)
)
)
)
_____________________________________ )
Authorized Signatory )
)
)
)
XXXXX XXXXX )
)
)
/s/ Xxxxx Xxxxx )
Signature )
)
)
)
/s/ Xxxxxxx Sceer )
Witness )
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SCHEDULE 1
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Claim Name: Cream
Units: 20
Tenure Number: 414157
Expiry Date: September 08, 2006
SCHEDULE2
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Summary of the "Cream Property" (Copper, Gold & Platinum Prospect)
The property consists of 20 claim units.
The property is located in central British Columbia approximately 75km east of
Xxxxxxxx Lake. The claims are accessible by vehicle from Xxxxxxxx Lake, the
road is paved to within 10kms of the property. The property adjoins the xxxxx
xxxxxx of Imperial Metals "Mount Xxxxxx copper/gold mine". A high power hydro
electric power line servicing the Mount Xxxxxx Mine is within 1,000 meters of
the property.
Geologically the property is located in the central Quesnel Trough. The trough
is a prolific host for gold, copper and other metal deposits due to the presence
of strong Regional scale fault structures and associated alkalic suite
intrusives, cogenitic sediments and volcanics. The claims are underlain with
granitic potash feldspar porphyry, with outlying clusters of the
Triassic/Jurassic Talks formation. Outcrops of breciated alkalic intrusive
rocks occur within a stock work of granitic potash feldspar porphyry/quartz
monzonite porphyry intrusives.
Recent new spectacular results from Mount Xxxxxx'x expansion exploration program
have changed the whole perspective for properties in the area. Since early
spring, they have continued to report high values in copper and gold from their
current drilling program with results ranging from 2.54% copper and 1.15 gram
per tonne gold from a 186 foot drill section. The drill program on this zone
has not only re-determined the Mount Xxxxxx Mine, but that of the whole region,
as an important analogous schematic cross section of the "Copper Mountain
Similco" cluster. This cluster shows a geographical relationship to Mount
Xxxxxx and suggests there is potential for multiple bodies of economic
gold/copper deposits in the Mount Xxxxxx region.
The property requires detailed exploration on the alkalic centers within the
property, together with systematic exploration on the granitic intrusives. This
will establish a grid network on the property for geochemical, geophysical and
trenching exploration programs, together with geological mapping of the
property. Some of Mount Xxxxxxx overlap air-born geophysical information is
available from the British Columbia Ministry of Mines Map site which will take
in some of the northern region of the Cream Property.
XXXXXXXX0
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CREAM 238399 GPS SURVEY
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