MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference April 11, 2003.
BETWEEN:
Xxxxxx Xxxxxx
0 Xxxxx Xxx, X.X. Xxx 000
Xxxxxxxxxxxx, Xxxxxxx
X0X 0X0;
("XXXXXX")
OF THE FIRST PART
AND:
TAMARACK VENTURES INC., a body corporate, duly incorporated
under the laws of the State of Nevada and having its head
office at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, X0X 0X0;
("TAMARACK")
OF THE SECOND PART
W H E R E A S:
X. XXXXXX is the registered and beneficial owner of one mineral
property claim group located in the Xxxxx Xxxx area, Sault Ste. Xxxxx Mining
Division, Ontario, which claim group is more particularly described in Schedule
"A" attached hereto which forms a material part hereof (collectively, the
"Claim");
X. XXXXXX has agreed to grant to TAMARACK the sole and exclusive
right, privilege and option to explore the Claim together with the sole and
exclusive right, privilege and to purchase the Claim upon the terms and
conditions hereinafter 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. OPTIONOR'S REPRESENTATIONS
1.1 XXXXXX represents and warrants to TAMARACK that:
(a) XXXXXX is the registered and beneficial owner of the Claim and
holds the right to explore and develop the Claim;
(b) XXXXXX holds the Claim free and clear of all liens,
charges and claims of others, and XXXXXX has a free and
unimpeded right of access to the Claim and have use of the
Claim surface for the herein purposes;
(c) The Claim has been duly and validly located and
recorded in a good and miner-like manner pursuant to the laws
of the Province of Ontario and is in good standing in Ontario
as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to
XXXXXX'x ownership of or title to any of the Claim nor to the
knowledge of XXXXXX is there any basis therefor, and there are
no outstanding agreements or options to acquire or purchase
the Claim or any portion thereof;
(e) XXXXXX 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 of 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 XXXXXX is a
party or by which it is bound or to which it is subject; and
(f) No proceedings are pending for, and XXXXXX is unaware
of any basis for, the institution of any proceedings which
could lead to the placing of XXXXXX in bankruptcy, or in any
position similar to bankruptcy.
1.2 The representations and warranties of XXXXXX set out in
paragraph 1.1 above form a part of this Agreement and are conditions upon which
TAMARACK has relied in entering into this Agreement and shall survive the
acquisition of any interest in the Claim by TAMARACK.
1.3 XXXXXX will jointly indemnify TAMARACK from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by XXXXXX
and contained in this Agreement.
1.4 XXXXXX acknowledges and agrees that TAMARACK has entered
into this Agreement relying on the warranties and representations and other
terms and conditions of this Agreement and that no information which is now
known or which may hereafter become known to TAMARACK shall limit or extinguish
the right to indemnity hereunder, and, in addition to any other remedies it may
pursue, TAMARACK may deduct the amount of any such loss or damage from any
amounts payable by it to XXXXXX hereunder.
2. TAMARACK'S REPRESENTATIONS
TAMARACK warrants and represents to XXXXXX that it is a body
corporate, duly incorporated under the laws of the State of Nevada with full
power and absolute capacity to enter into this Agreement and that the terms of
this Agreement have been authorized by all necessary corporate acts and deeds in
order to give effect to the terms hereof.
3. PURCHASE
XXXXXX hereby gives and grants to TAMARACK the sole and
exclusive right and option to acquire a l00% undivided right, title and interest
in and to the Claim (the "Purchase"), subject to a 1% net smelter returns
royalty and a 1% gross overriding royalty on diamond production on the Claims as
described respectively in Schedules B and C attached to this Agreement, by
performing the acts and deeds and paying the sum provided for in paragraph 4.
4. CONSIDERATION FOR THE PURCHASE
4.1 In order to complete the purchase, TAMARACK shall be obligated
to:
Share Issuance
--------------
(a) Issue to XXXXXX 250,000 shares of common stock in the
capital stock of TAMARACK (the "Shares") at a deemed price of
$0.001 per share within 90 days following the execution of
this agreement.
Cash Payment
------------
(b) Pay to XXXXXX a total of $1,000 upon execution of this
Agreement;
Assessment Work
---------------
(c) Pay, as TAMARACK may determine, all Claim payments and
assessment work required to keep the Claims in good standing .
5. RIGHT TO ABANDON PROPERTY INTERESTS
5.1 Should TAMARACK, in its sole discretion, determine that the
Claim no longer warrants further exploration and development, then TAMARACK may
abandon such interest .
6. ACQUISITION OF INTERESTS IN THE PROPERTY
At such time as TAMARACK has made the required share issuance
and cash payment, within the time periods specified therein, then the Purchase
shall be deemed to have been completed by TAMARACK, and TAMARACK shall have
thereby, without any further act, acquired an undivided 100% interest in and to
the Claim.
7. RIGHT OF ENTRY
For so long as TAMARACK continues to hold title to the Claim,
TAMARACK, its employees, agents, permitted assigns and independent contractors
shall have the sole and exclusive right and option to:
(a) enter upon the Claim;
(b) have exclusive and quiet possession of the Claim;
(c) incur expenditures;
(d) bring upon and erect upon the Claim such mining facilities as
TAMARACK may consider advisable; and
(e) remove from the Claim and sell or otherwise dispose of mineral
products.
8. NET SMELTER RETURNS ROYALTY
8.1 On the date TAMARACK commences commercial production on the
Claim, XXXXXX shall be entitled to receive and TAMARACK shall pay to the XXXXXX
1% of net smelter returns. "Commercial production" shall not include milling of
ores for the purpose of testing or milling by a pilot plant or milling during an
initial tune-up period of a plant.
8.2 TAMARACK shall be under no obligation whatsoever to place
the Claim into commercial production and in the event they are placed into
commercial production, TAMARACK shall have the right, at any time, to curtail or
suspend such production as it, in its absolute discretion, may determine.
9. OPERATOR
9.1 After the execution of this Agreement, TAMARACK, or at
TAMARACK's option, its respective associate or nominee or such other unrelated
entity as it may determine, will act as the operator of the Claim under this
Agreement. TAMARACK, if operator, may resign as the operator at any time.
TAMARACK may appoint another party who covenants to act as the operator of the
Claim upon such terms as TAMARACK sees fit.
9.2 Notwithstanding paragraph 10.1, XXXXXX may be requested to
conduct and supervise all of TAMARACK's exploration and development work on the
Claim and to be compensated at competitive industry rates.
10. POWER AND AUTHORITY OF THE OPERATOR
10.1 After the execution of this Agreement, the Operator shall
have full right, power and authority to do everything necessary or desirable in
connection with the exploration and development of the Claim and to determine
the manner of operation of the Claim as a mine.
10.2 Where possible, the Operator shall insure that all field
work is conducted, and that all assay and work program results are verified, by
a third party independent from TAMARACK.
11. REGISTRATION OF PROPERTY INTERESTS
Upon the request of TAMARACK, XXXXXX shall assist TAMARACK to
record this Agreement with the appropriate mining recorder and, when required,
XXXXXX shall further provide TAMARACK with such recordable documents as TAMARACK
and its counsel shall require to record its due interest in respect of the
Claim.
12. FURTHER 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 and intent of
this Agreement.
13. CONFIDENTIAL INFORMATION
No information furnished by TAMARACK to XXXXXX hereunder in
respect of the activities carried out on the Claims by TAMARACK, or related to
the sale of mineral products derived from the Claims, shall be published by
XXXXXX without the prior written consent of TAMARACK, but such consent in
respect of the reporting of factual data shall not be unreasonably withheld.
XXXXXX shall be entitled to copies of all exploration work and development data
that TAMARACK may acquire in conducting work on the Claim, in written and
electronic format, to be provided as the data is generated
14. 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 hereto with respect to the subject matter of this Agreement.
15. NOTICE
15.1 Any notice required to be given under this Agreement shall
be deemed to be well and sufficiently given if delivered, or if mailed by
registered mail, in the case of XXXXXX addressed to them as follows:
Xxxxxx Xxxxxx
0 Xxxxx Xxx, X.X. Xxx 000
Xxxxxxxxxxxx, Xxxxxxx
X0X 0X0
and in the case of TAMARACK addressed as follows:
Tamarack Ventures Inc.
00 Xxxxxx Xxxxxx. P.O. Box 1185
Manitouwadge, Ontario
P0T 2C0
Attention: Xxxxxx Reukl, President
and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed by registered mail, on the fourth
business day after the date of mailing thereof.
15.2 Either party hereto may from time to time by notice in writing
change its address for the purpose of this section.
16. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party
hereto a partner, agent or legal representative of the other party.
17. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
18. 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.
19. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United Stares of America.
20. SEVERABILITY
In the event that any of the paragraphs contained in this
Agreement, or any portion of thereof, is unenforceable or is declared invalid
for any reason whatsoever, such unenforceability or invalidity shall not affect
the enforceability or validity of the remaining terms or portions thereof
contained in this Agreement and such unenforceable or invalid paragraph, or
portion thereof, shall be severable from the remainder of the Agreement.
21. APPLICABLE LAW
The situs of the Agreement is Manitouwadge, Ontario, 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 Ontario.
22. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
TAMARACK VENTURES INC.
/s/ XXXXXX XXXXXX PER: /s/ Rob Reukl
-------------------------- ------------------------
GILLES XXXXXX Xxxxxx Reukl, President
SCHEDULE "A"
TO THAT CERTAIN AGREEMENT MADE AS OF DECEMBER 1, 2002
BETWEEN RAVEN RESOURCES INC. AND TAMARACK VENTURES INC.
The Xxxxx Xxxx claim block consists of a total of twelve mining claim units
located in the Sault Ste. Xxxxx Mining Division, Ontario, Canada with the
following record number and acreage:
Block No. Claim No. Acreage
1 SSM 3011435 480
SCHEDULE B
TOTHAT CERTAIN AGREEMENT MADE AS OF APRIL 11, 2003 BETWEEN XXXXXX
XXXXXX AND TAMARACK VENTURES INC.
DEFINITION OF GROSS OVERRIDING ROYALTY ("XXXX")
(All capitalized terms used herein shall have the definitions contained in the
Agreement, unless otherwise specified.)
Pursuant to the Agreement to which this Appendix is attached,
the Optionors are entitled to a royalty (the "XXXX") equal to 1% of the Average
Appraised Value (as hereinafter defined) of all gem and industrial diamonds
recovered, sorted and graded from the Claims (the "Diamonds"), free and clear of
all costs of development and operations.
"Average Appraised Value" means the average of the valuations
-------------------------
in Canadian dollars of the Diamonds determined by two independent graders, one
appointed by TAMARACK and one appointed by the XXXXXX. Such independent graders
shall be duly qualified and accredited, and shall sort, grade and value the
Diamonds in accordance with industry standards, having regard to, but without
limiting the generality of the foregoing, the commercial demand for the
Diamonds. Each independent valuator shall value each particular classification
of the Diamonds in accordance with the industry pricebooks, standards and
formulas. The parties acknowledge that the intention is that the XXXX is to be
paid to the XXXXXX on this basis, regardless of the price or proceeds actually
received by TAMARACK for or in connection with the Diamonds or the manner in
which a sale of the Diamonds to a third party is made, and without deduction.
TAMARACK will calculate and pay the XXXX to the Optionors
within 30 days of the end of each calendar quarter, based on all Diamonds from
the Property which were graded in such calendar quarter.
XXXXXX shall not be entitled to participate in the profits or
be obligated to share in any losses generated by the Purchaser's actual
marketing or sales practices.
XXXXXX shall also at their election have the right to take
their XXXX in kind.
SCHEDULE C
TOTHAT CERTAIN AGREEMENT MADE AS OF APRIL 11, 2003 BETWEEN
XXXXXX XXXXXX AND TAMARACK VENTURES INC.
"NET SMELTER RETURNS"
1. In the Agreement, "Net Smelter Returns" means the net amount
of money received by TAMARACK for its own account from the sale of ore, or ore
concentrates or any other products from the Claim to a smelter or other ore
buyer after deduction of smelter and /or refining charges, ore treatment
charges, penalties and any and all charges made by the purchaser of ore or
concentrates, less any and all transportation costs which may be incurred in
connection with the transportation of ore or concentrates.
2. Payment of Net Smelter Returns by TAMARACK to the XXXXXX
shall be made quarterly within 45 days after the end of each fiscal quarter of
TAMARACK and shall be accompanied by unaudited financial statements pertaining
to the operations carried out by TAMARACK on the Claim. Within 120 days after
the end of each fiscal year of TAMARACK in which Net Smelter Returns are payable
to XXXXXX, the records relating to the calculation of Net Smelter Returns for
such year shall be audited and any resulting adjustments in the payment of Net
Smelter Returns payable to XXXXXX shall be made forthwith. A copy of the said
audit shall be delivered to XXXXXX within 30 days of the end of such 120-day
period.
3. Each annual audit shall be final and not subject to
adjustment unless XXXXXX delivers to TAMARACK written exceptions in reasonable
detail within one month after XXXXXX receives the report. XXXXXX, or its
representative duly authorized in writing, at its expense, shall have the right
to audit the books and records of TAMARACK related to Net Smelter Returns to
determine the accuracy of the report, but shall not have access to any other
books and records of TAMARACK. The audit shall be conducted by a chartered or
certified public accountant of recognized standing. TAMARACK shall have the
right to condition access to its books and records on execution of a written
agreement by the auditor that all information will be held in confidence and
used solely for purposes of audit and resolution of any disputes related to the
report. A copy of XXXXXX'x report shall be delivered to TAMARACK and the amount
which should have been paid according to XXXXXX'x report shall be paid
forthwith. In the event that the said discrepancy is to the detriment of XXXXXX
and exceeds 5% of the amount actually paid by TAMARACK, then TAMARACK shall pay
the entire cost of the audit.
4. In the event smelting or refining are carried out in
facilities owned or controlled, in whole or in part, by TAMARACK, charges, costs
and penalties with respect to such operations, excluding transportation, shall
mean reasonable charges, costs and penalties for such operations but not in
excess of the amounts that TAMARACK would have incurred if such operations were
carried out at facilities not owned or controlled by TAMARACK then offering
comparable custom services.
5. XXXXXX shall, at their election, have the right to take
their Net Smelter Return as it may pertain to precious metals defined as gold
and platinum group elements in kind.
