Exhibit 10.3
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference March 18, 2008
BETWEEN: XXXXXXXX XXXXXXXXXX
000-00000 Xxxxxxxx Xxx Xxxxx Xxxx XX, X0X 0X0
(the "Vendor")
OF THE FIRST PART
AND: DEER BAY RESOURCES INC.,
0000 Xxxx Xxxxxxxx, Xxxxxxxxx, XX, X0X 0X0
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the owner of certain mineral claims located in the New
Westminster Mining Division, British Columbia, which claims are more
particularly described in Schedule "A" attached hereto which forms a material
part hereof (collectively, the "Claims");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase a 100%
right, interest and title in and to the Claims upon the terms and conditions
herein set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1. The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the registered and beneficial owner of the Claims and
holds the right to transfer title to the Claims and to explore and
develop the Claims;
(b) The Vendor holds the Claims free and clear of all liens, charges and
claims of others, and the Vendor has a free and unimpeded right to
access to the Claims and has use of the Claims surface for the herein
purposes;
(c) The Claims have been duly and validly located and recorded in a good
and miner-like manner pursuant to the laws of the Province of British
Columbia and are in good standing in British Columbia as of the date
of this Agreement;
(d) There were no adverse claims or challenges against or to the Vendor's
ownership of the title to any of the Claims nor to the knowledge of
the Vendor is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Claims or any portion
thereof;
(e) The Vendor has the full right, authority and capacity to enter into
this Agreement without first obtaining the consent of any other person
or body corporate and the consummation of the transaction herein
contemplated will not conflict with or result in any breach or any
covenants or agreements contained in, or constitute a default under,
or result in the creation of any encumbrance under the provisions of
any indenture, agreement or other instrument whatsoever to which the
Vendor is a party or by which he is bound to or which he is subject;
and
(f) No proceedings are pending for, and the Vendor is unaware of any basis
for, the institution of any proceedings which could lead to the
placing of either Vendor in bankruptcy, or in any position similar to
bankruptcy.
1.2 The representations and warranties of the Vendor set out in paragraph 1.1
above form a part of this Agreement and are conditions upon which the
Purchaser has relied in entering into this Agreement and shall survive the
acquisition of any interest in the Claims by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is a body corporate,
duly incorporated under the laws of Nevada, USA with full power and absolute
capacity to enter into this Agreement and that the terms of this Agreement have
been authorized by all necessary acts and deeds in order to give effect to the
terms hereof.
3. SALE OF CLAIMS
The Vendor hereby sells, grants and devises to the Purchaser a 100% undivided
right, title and interest in and to the Claims in consideration of the Purchaser
paying Eight Thousand, ($8,000.00) Dollars to the Vendor upon the closing of
this Agreement.
4. CLOSING
The sale and purchase of the interest in the Claims shall be closed concurrently
with the execution of this Agreement at 3:30 pm on March 18, 2008 at the offices
of the Purchaser, or such other place and time acceptable to both parties.
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5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying with any provisions
of this Agreement by reason of strikes, labour disputes, lockouts, labour
shortages, power shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons beyond the control
of the Purchaser, the time limited for the performance of the various provisions
of this Agreement as set out above shall be extended by a period of time equal
in length to the period of such prevention and delay, and the Purchaser, insofar
as is possible, shall promptly give written notice to the Vendor of the
particulars of the reasons for any prevention or delay under this section and
shall take all reasonable steps to remove the cause of such prevention or delay
and shall give written notice to the Vendor as soon as such cause ceases to
exist.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the parties with respect to the
subject matter of this Agreement.
7. NOTICE
7.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered to the other party at its respective
address first noted above, and any notice given as aforesaid shall be deemed to
have been given, if delivered, when delivered, or if mailed, on the fourth
business day after the date of mailing thereof.
7.2 Either party may from time to time by notice in writing change its address
for the purpose of this paragraph.
8. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party a partner, agent or
legal representative of the other party.
9. FUTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things necessary
to implement and carry into effect the provisions of this Agreement.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. TITLES
The titles to the respective sections hereof shall not be deemed a part of this
Agreement but shall be regarded as having been used for convenience only.
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12. CURRENCY
All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of the United States of America.
13. NONSEVERABILITY
This Agreement shall be considered and construed as a single instrument and the
failure to perform any of the terms and conditions in this Agreement shall
constitute a violation or breach of the entire instrument or Agreement and shall
constitute the basis for cancellation or termination.
14. APPLICABLE LAW
The site of the Agreement is Vancouver, British Columbia and for all purposes
this Agreement will be governed exclusively by and construed and enforced in
accordance with the laws prevailing in the Province of British Columbia.
15. ENUREMENT
This Agreement shall ensure to the benefit of and be binding upon the Parties
hereto and their respective successors and assigns.
IN WITNESS WHEEREOF_THIS Agreement has been executed as of the day and year
first above written.
/s/ Xxxxxxxx Xxxxxxxxxx
-----------------------------------------
XXXXXXXX XXXXXXXXXX
DEER BAY RESOURCES INC. by its authorized
signatory:
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
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