TRUST AGREEMENT
THIS AGREEMENT made as of the 23rd day of September, 2002.
BETWEEN:
BLUE HAWK VENTURES, INC., a company duly incorporated under the laws of the State of Nevada and having an office at Xxxx 00, 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, X.X., X0X 0X0
(hereinafter called "Blue Hawk")
OF THE FIRST PART
AND:
XXXXX X. XXX, businessman, having an office at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called the "Trustee")
OF THE SECOND PART
WHEREAS:
| A. | Blue Hawk is desirous of
acquiring an option to purchase and explore certain mineral claims in
the Province of Manitoba but does not wish to incur the cost or liability
incurred through the establishment of a subsidiary foreign corporation
at this early stage of its corporate development; |
|
| B. | Trustee is willing and legally capable of
acting as a trustee for Blue Hawk to holding the mineral claims on behalf
of Blue Hawk until such time as the initial three phase exploration program
is completed and the Company is properly able to evaluate the merits of
owning the claims in its own name or that of a subsidiary; |
|
| C. | Blue Hawk and the Trustee are prepared to
enter into an option to purchase and royalty agreement with Xxxxx Xxxxxxxxx,
prospector, who is the sole beneficial owner of 100% of the right, title
and interest in and to the Little Bear Mining Claims, which are situated
in the Lac du Bonnet Mining Division, Manitoba, which mining claims are
more particularly described in Schedule "A" attached hereto (hereinafter
called the "Claims"); and |
|
| D. | Blue Hawk and Trustee now wish to enter
into a trust agreement whereby Trustee would hold title in trust for Blue
Hawk to the Claims on the terms and conditions as hereinafter set forth. |
|
NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises and the mutual promises, covenants
and agreements herein contained, the parties hereto agree as follows: |
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1. |
REPRESENTATIONS AND WARRANTIES |
|
1.1 |
Blue Hawk represents and warrants to Trustee
that: |
|
| (a) | Blue Hawk is a body corporate duty incorporated,
organized and validly subsisting under the laws of its incorporating jurisdiction;
and |
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(b) Blue Hawk has full power
and authority to carry on its business and to enter into this |
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Agreement and any agreement
or instrument referred to or contemplated herein. |
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1.2 |
Trustee represents and warrants
to Blue Hawk: |
|
(a) Trustee is legally capable
and has the full power and authority to carry on as a trustee and |
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to hold the mineral claims
as a trustee on behalf of Blue Hawk and to enter into this |
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Agreement and any agreement
or instrument referred to or contemplated herein. |
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1.3 |
The representations and warranties
hereinbefore set out are conditions on which the parties have |
|
relied in entering into this
Agreement and each party will indemnify and save the other party |
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harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any |
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breach or any representation,
warranty, covenant, agreement or condition made by the other party |
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and contained herein. |
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2. |
TERMINATION |
|
2.1 |
This Agreement will terminate on: |
|
| (a) | December 31, 2006, unless on or before
that date, Blue Hawk terminates in writing that certain Option To Purchase
And Royalty Agreement dated September 23, 2002 between Xxxxx Xxxxxxxxx,
Xxxxx X. Xxx and Blue Hawk Ventures, Inc. |
|
| (b) | on the date that Blue Hawk terminates in
writing the Option To Purchase And Royalty Agreement; or |
|
| (c) | the date on which Blue Hawk incorporates
a Manitoba subsidiary to hold Blue Hawk’s interest in the Claims
and transfers such interest to the subsidiary. |
|
3. |
COVENANTS OF BLUE HAWK |
|
3.1
|
Blue Hawk will keep the Claims free and
clear of all liens, charges and encumbrances arising from their operations
hereunder and in good standing by the doing and filing of all necessary
work and by the doing of all other acts and things and making all other
payments which may be necessary in that regard. |
|
4. |
COVENANTS OF TRUSTEE |
|
4.1 |
Trustee will not do any act
or thing which would or might in any way adversely affect the rights of
Blue Hawk hereunder. |
|
5. |
FURTHER ASSURANCES |
|
5.1
|
The parties hereto agree that they and each
of them will execute all documents and do all acts and things within their
respective powers to carry out and implement the provisions or intent
of this Agreement. |
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- 3 -
| 6. | NOTICE |
| 6.1 | Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows: |
| (a) | if to Blue Hawk Ventures, Inc. | |
| Xxxx 00, 00000 Xxxxxxx Xxxxxx | ||
| Xxxxxxxx, XX X0X 0X0 | ||
| Attention: Xxxxx X. Xxxxxx | ||
| (b) | if to Xxxxx X. Xxx | |
| 000 Xxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxxxxxxxx, XX X0X 0X0 |
6.2
|
Any notice, direction or
other instrument aforesaid will, if delivered by courier or facsimile
transmission, be deemed to have been given and received on the next business
following the day on which it was delivered or sent by facsimile, and
if mailed, be deemed to have been given and received on the tenth business
day following the day of mailing, except in the event of disruption of
the postal services in which event notice will be deemed to be received
only when actually received. |
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6.3
|
Any party may at any time
give to the other notice in writing of any change of address of the party
giving such notice and from and after the giving of such notice, the address
or addresses therein specified will be deemed to be the address of such
party for the purpose of giving notice hereunder. |
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7. |
HEADINGS |
|
7.1
|
The headings to the respective sections
herein will not be deemed part of this Agreement but will be regarded
as having been used for convenience only. |
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8. |
ENUREMENT |
|
8.1
|
This Agreement will enure to the benefit
of and be binding upon the parties hereto and their respective successors
and permitted assigns. |
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9. |
TERMS |
|
9.1
|
The terms and provisions of this Agreement
shall be interpreted in accordance with the laws of British Columbia. |
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10. |
ENTIRE AGREEMENT |
|
10.1
|
This Agreement constitutes the entire agreement
between the parties and replaces and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and representations,
whether verbal or written, express or implied, statutory or otherwise
between the parties with respect to the subject matter herein. |
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11. |
TIME OF ESSENCE |
|
11.1 |
Time will be
of the essence in this Agreement. |
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12. |
ENFORCEMENT OF AGREEMENT | |
12.1
|
The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally and may be enforced by each as against each other inter se. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
BLUE HAWK VENTURES, INC.
Per: ______________________________________
by its Authorized Signatory
XXXXX X. XXX
_________________________________________
This is SCHEDULE "A" to a Trust Agreement made as of the 23RD day of September, 2002 between BLUE HAWK VENTURES, INC. and XXXXX X. XXX
| Little Bear Lake Claims: Lacdu Bonnet Mining Division | |||
Claim Number |
Claim Name |
Expiry
Date |
Hectares
per claim |
MB2822 |
Meagan 1 |
November 22,
2002 |
32 |
MB2823 |
Meagan 2 |
November 22,
2002 |
32 |
MB2821 |
Meagan 8 |
October 17,
2002 |
160 |
MB2021 |
Iris 1 |
March 7, 2003 |
128 |
MB2020 |
Iris 2 |
March 7, 2003 |
224 |
W53681 |
Iris 3 |
December 23,
2002 |
144 |
MB3189 |
Iris 4 |
October 14,
2003* |
224 |
MB3190 |
Iris 5 |
October 14,
2003* |
256 |
MB3181 |
Iris 6 |
October 14,
2003* |
128 |
MB2819 |
Iris 7 |
October 17,
2002 |
144 |
MB2818 |
Iris 8 |
October 17,
2002 |
96 |
MB2824 |
Xxxxx 1 |
November 22,
2002 |
32 |
* + 60 days
