AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of February,
1997.
BETWEEN: XXXX XXXX
X.X. Xxx 00000
Xxxx, Xxxxxx
00000
(the "Vendor") OF THE FIRST PART
AND: MIRANDA INDUSTRIES INC.
and /or MIRANDA U.S.A. INC.
Xxxxx 000 - 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
("Miranda") OF THE SECOND PART
WHEREAS the Vendor has identified a mineral prospect suitable
for staking which the parties have agreed will be staked in the
name of Miranda on the terms and conditions contained in this
Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and the mutual convenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. DEFINITIONS
1.01 In this Agreement:
(a) "Exchange" means Vancouver Stock Exchange
(b) "Property" means and includes:
(i) those mining claims to be staked in the
name of Miranda which, once staked, will
be described in a Schedule A and
appended to this agreement;
(ii) all rights and appurtenances pertaining
to the mining claims including all water
and water rights, rights of way, and
easements, both recorded and unrecorded,
to which Miranda is entitled in respect
thereof;
(c) "Grade-Thickness" in feet-ounces/ton means the
result of multiplying a drill hole intercept
length, measured in feet, by the grade of the
gold values in the intercept, measured in
ounces/ton. For clarity, a Grade-Thickness
of 4 feet-ounces/ton could be a drill
hole intercept of 100 feet multiplied by a
grade of 0.04 ounces gold per ton.
2. ACQUISITION OF INTEREST
2.01 The Vendor hereby grants to Miranda an undivided
100% right, title and interest in and to the Property for total
consideration consisting of the staking of the Property, cash
payments to the Vendor totalling $5,000, and the issuance of
70,000 common shares of Miranda Industries Inc. ("MAD") to be
made as follows:
(a) $5,000 and the issuance to the Vendor of
10,000 common shares of MAD upon approval of
this Agreement by the Exchange and the staking
in the name of Miranda of at least twenty mining
claims covering the prospect identified by the
Vendor and made known to Miranda, to be
described in Schedule "A" hereto;
(b) within 30 days of the date upon which Miranda
issues a news release on the results of a drill
program in which a grade-thickness of 4
feet-ounces/ton was received, the issuance to
the Vendor of 10,000 common shares of MAD;
(c) within 30 days of the date upon which Miranda
receives the final, signed version of a
positive pre-feasibility study on the
Property, prepared by an independent,
qualified party, the issuance to the Optionor
of 20,000 common shares of MAD; and
(d) within 30 days of the date upon which Miranda
receives the final, signed version of a positive
feasibility study on the Property, prepared by
an independent, qualified party, the issuance to
the Optionor of 30,000 common shares of MAD.
2.02 The share issuances provided for in subparagraphs 2.01
(b), (c) and (d) shall in each case be subject to the prior
approval of the Exchange, based on the submission of engineering
data satisfactory to the Exchange, which Miranda undertakes to
use its best efforts to file within a reasonable period of time
so as to obtain the necessary approval by earliest possible date.
Notwithstanding any other provision of this agreement, so long as
Miranda has filed the engineering data referred to herein with
the Exchange within a reasonable time after receiving same, the
time for making any cash payment or share issuance referred to in
this paragraph shall be extended, where necessary, to the day
that is five business days following the receipt by Miranda of
the necessary Exchange approval.
2.03 The Vendor acknowledges that the shares to be issued
pursuant to paragraph 2.01 will be issued pursuant to available
exemptions under the Securities Act (British Columbia), the
requirements of which may be subject to change. Miranda makes no
representation as to any resale restrictions which may be
imposed with respect to such shares from time to time.
2.04 The doing of any act or the incurrence of any share
issuances or cash payments by Miranda shall not obligate Miranda
to do any further acts or make any further share issuances or
payments.
3. TRANSFER OF TITLE
3.01 Upon execution of this Agreement, the Vendor shall
deliver to Miranda title to the claims staked in the name of
Miranda, or duly executed transfers to Miranda of a 100% interest
in and to the Property. The claims shall have been duly recorded
with all necessary government bodies so as to make the claims
fully valid and legal.
4. RIGHT OF ENTRY
4.01 During the currency of this Agreement, Miranda, its
servants, agents and workmen and any persons duly authorized by
Miranda, shall have the right of access to and from and to enter
upon and take possession of and prospect, explore and develop
the Property in such manner as Miranda in its sole discretion
may deem advisable and shall have the right to remove and ship
therefrom ores, minerals, metals, or other products recovered
in any manner therefrom.
4.02 Miranda shall be provided access to all maps, reports,
assay results and other technical data in the possession or under
the control of the Vendor with respect to the Property and shall
be entitled to take copies thereof.
5. REPRESENTATIONS AND WARRANTIES
5.01 The Vendor hereby represents and warrants that:
(a) upon staking of the Property, Miranda will
be the sole and exclusive registered and
beneficial owner of the mineral claims
comprising the Property and the Vendor has
the right to enter into this Agreement to stake
the claims and assign an interest in the
Property absolutely in accordance with the
terms of this Agreement;
(b) the mineral claims comprising the Property have
been properly staked and recorded in compliance
with the laws of Nevada and there are no
disputes over the title, staking or recording
of such mineral claims;
(c) the mineral claims comprising the Property
will be in good standing and are free and
clear of any liens, charges or encumbrances
of any nature or kind whatsoever; and
(d) the Vendor has not done anything whereby the
mineral claims comprising the Property may be
in any way encumbered.
5.02 Miranda hereby represents and warrants that:
(a) Miranda has full corporate power and authority
to enter into this Agreement and the entering
into of this Agreement does not conflict with any
applicable laws or with the charter documents of
Miranda or any contract or other commitment to
which Miranda is party; and
(b) the execution of this Agreement and the
performance of its terms have been duly
authorized by all necessary corporate actions
including the resolution of the Board of
Directors of Miranda.
6. CONFIDENTIALITY OF INFORMATION
6.01 The Vendor shall treat all data, reports, records and
other information of any nature whatsoever relating to this
Agreement and the Property as confidential. While this Agreement
is in effect, the Vendor shall not, without the express written
consent of Miranda, disclose to any third party any information
concerning the Property or any operations thereon, nor shall the
Vendor buy, sell or otherwise deal in the shares of Miranda while
any material, confidential information in its possession
relating to this Agreement or the Property remains undisclosed to
the general public.
7. ASSIGNMENT
7.01 Each party has the right to assign all or any part of
its interest in this Agreement and in the Property, subject to
the terms and conditions of this Agreement. It shall be a
condition precedent to any such assignment that the assignee of
the interest being transferred agrees to be bound by the terms of
this Agreement, insofar as they are applicable. Notwithstanding
the foregoing Miranda has the unfettered right to assign the
benefit of this Agreement and its interest in the Property to its
wholly-owned U.S. subsidiary.
8. TERMINATION
8.01 This Agreement shall terminate upon the occurrence
of one of the following events:
(a) in the event that Miranda, not being at the time
in default under any provision of this
Agreement, gives 30 days' written notice to the
Vendor of the termination of this Agreement;
(b) in the event that Miranda shall fail to comply
with any of the requirements to issue shares and
make cash payments in the amounts and within the
time limits set forth in article 2;
(c) in the event that Miranda shall fail to comply
with any of its obligations hereunder, subject to
paragraph 9.01, within 30 days of receipt by
Miranda of written notice from the Vendor of such
default, Miranda has not:
(i) cured such default, or commenced proceedings
to cure such default and prosecuted same to
completion without undue delay; or
(ii) given the Vendor notice that it denies that
such default has occurred.
In the event that Miranda gives notice that it denies that a
default has occurred, Miranda shall not be deemed in default
until the matter shall have been determined finally through such
means of dispute resolution as such matter has been subjected to
by either party.
8.02 Upon the termination of this Agreement under
paragraph 8.01, Miranda shall cease to be liable to the Vendor
in debt, damages or otherwise.
8.03 Upon termination of this Agreement under paragraph
8.01, Miranda shall vacate the Property within a reasonable time
after such termination, but shall have the right of access to
the property for a period of six months thereafter for the
purpose of removing its chattels, machinery, equipment and
fixtures.
9. FORCE MAJEURE
9.01 The time for performance of any act or making any
payment or any expenditure required under this Agreement shall be
extended by the period of any delay or inability to perform due
to fire, strikes, labour disturbances, riots, civil commotion,
wars, acts of God, any present or future law or governmental
regulation, any shortages of labour, equipment or materials, or
any other cause not reasonably within the control of the party in
default, other than lack of finances.
10. REGULATORY APPROVAL
10.01 This Agreement is subject to the prior approval of
the Exchange. Miranda shall use its best efforts to obtain such
approval as soon as reasonably possible.
11. AFTER-ACQUIRED PROPERTY
11.01 In the event that at any time hereafter either
party shall acquire any mining claim, lease, or other mineral
right or interest within a one mile radius of the outside
boundary of the Property to be described in Schedule A hereto,
such interest shall be deemed to have been acquired on behalf of
and for the benefit of the parties, pursuant to the terms of this
Agreement and such after-acquired interest as aforesaid shall be
included in and shall form a part of the definition of "Property"
contained in paragraph 1.01 and shall be subject to this
Agreement as if it had been originally so included.
12. NOTICES
12.01 Any notice, election, consent or other writing
required or permitted to be given hereunder shall be deemed to be
sufficiently given if delivered or mailed postage prepaid or if
given by
telegram, telex or telecopier, addressed as follows:
In the case of the Vendor: Xxxx Xxxx
X.X. Xxx 00000
Xxxx, XX.
00000
Telecopier: (000) 000-0000
In the case of Miranda: Miranda Industries Inc.
Xxxxx 000 - 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Telecopier: (000) 000-0000
and any such notice given as aforesaid shall be deemed to have
been given to the parties hereto is delivered, when delivered, or
if mailed, on the third business day following the date of
mailing, or, if telegraphed, telexed or telecopied, on the same
day as the telegraphing, telexing or telecopying thereof PROVIDED
HOWEVER that during the period of any postal interruption in
Canada or the United States, any notice given hereunder by mail
shall be deemed to have been given only as of the date of actual
delivery of the same. Any party may from time to time by notice
in writing change its address for the purposes of this paragraph
12.01.
13. GENERAL TERMS AND CONDITIONS
13.01 The parties hereto hereby covenant and agree that
they will execute such further agreements conveyances and
assurances as may be requisite, or which counsel for the parties
may deem necessary to effectually carry out the intent of this
Agreement.
13.02 This Agreement shall constitute the entire
agreement between the parties with respect to the Property. No
representations or inducements have been made save as herein set
forth. No changes, alterations or modifications of this Agreement
shall be binding upon either party until and unless a memorandum
in writing to such effect shall have been signed by all parties
hereto. This Agreement shall supersede all previous written,
oral or implied understandings between the parties with respect
to the matters hereby.
13.03 Time shall be of the essence of this Agreement.
13.04 The titles to the sections in this Agreement shall
not be deemed to form part of this Agreement but shall be
regarded as having been used for convenience of reference only.
13.05 All currency references contained in this
Agreement shall be deemed to be references in United States
funds.
13.06 Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision shall be
prohibited by or be invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
13.07 The Schedules to this Agreement shall be construed
with and as an integral part of this
Agreement to the same extent as if they were set forth verbatim
herein. Defined terms contained in this Agreement shall have
the same meanings where used in the Schedules.
13.08 This Agreement shall be governed by and
interpreted in accordance with the laws of British
Columbia and the laws of Canada applicable therein.
13.09 This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written.
SIGNED, SEALED and DELIVERED
by XXXX XXXX in the presence of:
/s/ Xxx Xxxxxxx /s/ Xxxx Xxxx
XXXX XXXX
THE COMMON SEAL OF MIRANDA C/S
INDUSTRIES INC. was hereunto
affixed in the presence of:
/s/ Xxxxxx Xxxxx
SCHEDULE "A"
Secret Basin property covering claims in Section 35 and 36,
Township 9N Range 40E as follows:
Claim Name Location BLM NMC#
Basin 1 Sec. 36, T9N R40E 769652
Basin 0 Xxx. 0, X0X X00X, Xxx. 00, X0X X00X 769653
Basin 3 Sec. 36, T9N R40E 769654
Basin 0 Xxx. 0, X0X X00X, Xxx. 00 X0X X00X 769655
Basin 5 Sec. 36, T9N R40E 769656
Basin 6 Sec. 1, T8N R40E, Sec. 36, 8N R40E 769657
Basin 7 Sec. 36, T9N R40E 769658
Basin 0 Xxx. 0, X0X X00X, Xxx. 00, X0X X00X 000000
Xxxxx 0 Xxx. 00, X0X X00X 769660
Basin 10 Sec. 1, 2 T8N X00X, Xxx. 00, X0X X00X 769661
Basin 11 Sec. 35, 36, T9N R40E 000000
Xxxxx 00 Xxx. 0, X0X X00X, Sec. 35, 36, T9N R40E 000000
Xxxxx 00 Xxx. 00, X0X X00X 769664
Basin 00 Xxx. 0, X0X X00X, Xxx. 00, X0X X00X 000000
Xxxxx 00 Xxx. 00, X0X X00X 769666
Basin 00 Xxx. 0, X0X X00X, Xxx. 00, X0X X00X 000000
Xxxxx 00 Xxx. 00, X0X X00X 769668
Basin 18 Sec. 35, T9N R40E 769669
Basin 19 Sec. 35, T9N R40E 769670
Basin 20 Sec. 35, T9N R40E 769671
Basin 21 Sec. 35, T9N R40E 769672
Basin 22 Sec. 35, T9N R40E 769673
Basin 23 Sec. 35, T9N R40E 769674
Basin 24 Sec. 35, T9N R40E 769675
Basin 25 Sec. 35, T9N R40E 769676
Basin 26 Sec. 35, T9N R40E 769677
Basin 27 Sec. 35, T9N R40E 769678
Basin 00 Xxx. 00, X0X X00X 000000
Xxxxx 29 Sec. 34, 35, T9N R40E 769680
Basin 30 Sec. 34, 35, T9N R40E 000000
Xxxxx 00 Xxx. 00, X0X X00X 769682
Basin 32 Sec. 34, T9N R40E 769683
Basin 33 Sec. 36, T9N R40E 769684
Basin 34 Sec. 36, T9N R40E 769685
Basin 00 Xxx. 00, X0X X00X 000000
Xxxxx 36 Sec. 35, 36, T9N R40E 769687
Basin 37 Sec. 35, T9N R40E 769688
