AGREEMENT RELATING TO THE ACQUISITION OF TECHNICAL DATA
AGREEMENT RELATING TO THE
ACQUISITION OF TECHNICAL DATA
THIS AGREEMENT made this 31st day of March, 2010 by and between Adit Resources Corp. (“Adit”) and Xxxxxx Xxxxx Xxxxxxx, represented in this act by Xxxxxxx Xxxxx Xxxxxx (“Xxxxx”), is made for the purpose of setting forth the terms and conditions by which Adit will acquire certain Technical Data from Xxxxx.
The parties agree as follows:
1.
By this Agreement Xxxxx assigns to Adit all Technical Data in his possession or control pertaining to the Picacho Prospect. The Picacho Prospect has a surface area of approximately 3,236.09 hectares and is located approximately 24 kilometers from the town of Bacoachi, Sonora State, Mexico.
2.
The Technical Data pertaining to the Picacho Prospect includes, but is not limited to, the following:
·
maps;
·
surveys;
·
geological reports;
·
core samples;
·
assays;
·
geochemical surveys;
·
geophysical surveys
3.
In consideration for the assignment of the Technical Data, Adit agrees to issue to Xxxxx 320,000 shares of its common stock and deliver 437,500 shares of the common stock of Xxxx Minerals Corp. Xxxxx understands that the shares described above are restricted securities as that term is described in Rule 144 of the Securities and Exchange Commission (SEC). Xxxxx also understands that, at the present time, there is no public market for Adit’s common stock and a public market for Adit’s common stock may not develop in the future.
(a) Once the shares of Xxxx Minerals Corp are eligible to be sold under SEC rules, no more than 43,750 shares can be sold each month. Shares not sold in any given month will not be allowed to accumulate in future months.
(b) Once the shares of Adit are eligible to be sold under SEC rules, no more than 43,750 shares can be sold each month. Shares not sold in any given month will not be allowed to accumulate in future months.
(c) Xxxx Minerals will hold an option to purchase the shares of Xxxx Minerals back from Xxxxxx Xxxxx Xxxxxxx
4.
Xxxxx represents and warrants to Adit that:
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(a)
the Technical Data will be delivered to Adit free and clear of any liens or encumbrances;
(b)
no other person has any rights to the Technical Data;
(c)
with the exception of the persons listed below, no other person has received any part of the Technical Data;
NONE
(d)
the persons listed above have agreed in writing to maintain the confidential nature of the Technical Data which they received;
(e)
Xxxxx will not retain any copies (including information stored on electronic media) of the Technical Data; and
(f)
Xxxxx will keep the Technical Data strictly confidential.
5.
Xxxxx agrees to provide reasonable assistance to Adit in interpreting the Technical Data.
AGREED TO AND ACCEPTED:
ADIT RESOURCES CORP.
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, President and Chief
Executive Officer
/s/ Xxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxx Xxxxxxx, represented in this act
By Xxxxxxx Xxxxx Xxxxxx
Xxxx – Agree to Acquire Tech Data fr Xxxxx 3-31-10
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ANNEX I
| DRILLING PDD07-004 |
| DRILLING PDD07-003 |
| SAMPLE-DRILLHOLE WEIGHTED AVERAGES |
| MISCELANEOUS INFORMATION |
| PLANER ING. XXXXXXX |
| EXPLORATION -- ADMINISTRATION QUOTES |
| BLAST XX. 0 & XX. 0 |
| XXXXXXXXXX XXXXX ENGINEERING REPORT |
| BLAST XX. 0 |
| XXXXX XX.0 |
| XXXXX XX. 0 |
| XXXXX XX. 0 |
| BLAST NO. 1 |
|
|
| 2006 WORK ASSEMENT REPORT |
| EXPLORATION SAMPLES CERTIFICATES |
| DRILLING PDD07-005 |
| DRILLING PDD007-006 |
| DRILLING PDD07-007 |
| DRILLING PDD07-008 |
| DRILLING PDD07-009 |
| DRILLING PDD07-010 |
| DRILLING PDD07-011 |
| DRILLING PDD07-012 |
| DRILLING PDD07-014 |
| ENVIROMENTAL STUDY |
| EXPLORATION PLAN |
| LICENSE MAPS & LOCATION INFORMATION |
| MAPPING PICACHO |
| RANCH MAP |
| SAMPLES CHAINS OF CUSTODY |
| MAPING DOS AMIGOS |
| XXXXXXXX-XXX -00 |
| XXXXXXXX-XXX -04 |
| TRENCHES DTR-03 |
| TRENCHES DTR-02 |
| TRENCHES DTR-01 |
| FIELD NOTES |
| BLAST NO. 5 |
| DRILLING PDD07-013 |
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| DRILLING XXX00-000 |
| XXXXXXX XX/XX |
| BASAITEGUI REPORTS |
| AGREEMENT LAND USE |
| BLAST NO. 12 |
| DRILLHOLE ASSAY REPORT: WEIGHTED AVERAGES |
| MAP "EL PICACHO" |
| MAP RAMP “XXX XXXXXX” |
| MAP S/N SECCION TRANSVERSAL N-S VISTA E-W |
| MAP (LIST OF AVERAGE TENSION,MAY 2007) |
| LATEEGRA MAPING |
| GEOLOG. MAP “REY DE ORO PROYECT” |
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March 31, 2010
I, Xxxxxx Xxxxxxxx, President and CEO of Adit Resources Corp. have received all technical data specified in the Annex I of the Agreement Related to Acquire Technical Data, signed and dated on March 31st, 2010.
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, President and CEO
ADIT Resources Corp.
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