EX-10.1
AGREEMENT
BY AND BETWEEN THE PARTIES: Golden Spirit Minerals Ld., a Delaware Corporation
with offices at Suite 806 - 1288 Alberni St. , Vancouver, British Columbia,
Canada, V6E 4N5, being represented by Xxxxxx Xxxxx, President, hereinafter
"GSPM".
AND
Xxxxxx Xxxxx, who has an office located at Xxxxx 00 Xxxx Xxxxxx Xx., Xxxxxxxxxx,
Xxxxxxxxx, 0000.
RECITALS:
Golden Spirit Minerals Ltd. is a Public Company, which is fully trading on the
Nasdaq OTC Bulletin Board in the United States of America Public Markets (Symbol
: GSPM) and is desirous of acquiring an asset to work with and increase in value
for the benefit of its shareholders. Xxxxxx Xxxxx is the owner of a mineral
asset in the form of certain Queensland, Australia Mining Claims (claims) known
Blue Doe and June Xxxxx claims consisting of 19 sub blocks covering an area of
19 square miles registered within the EPM 14454 M, located in the Northern Part
of the Ravenswood Batholith in Queensland, Australia
Xxxxxx Xxxxx will transfer a ninety-percent (95%) ownership in the claims,
retaining a non-assessable, carried ten-percent (5%), and GSPM agrees to acquire
and take full responsibility for the claims for the purpose of increasing the
claims value.
UNDER THE TERMS AND CONDITIONS AS FOLLOWS:
(1) GSPM, upon signing this agreement, will pay the sum of $1,000.00 USD to
Xxxxxx Xxxxx and will issue 5,000,000 GSPM shares to Xxxxxx Xxxxx and/or his
nominees; which stock will be classified as being under rule 144 of the
Securities and Exchange Commission for a period of one year, with trading
restrictions under rule 144 for another year.
(2) GSPM will, in addition to the treasury stock being transferred to Xxxxxx
Xxxxx and/or his nominees upon signing this agreement, agree to a further
payment of 5,000,000 restricted GSPM shares to Xxxxxx Xxxxx and/or his nominees,
three months from the date of this agreement.
(3) GSPM will subsequently agree to further payments of 10,000,000
restricted GSPM shares to Xxxxxx Xxxxx and/or his nominees, six months from the
date of this agreement.
(4) GSPM agrees to a work commitment of $200,000 USD over a period of two
(2) years, based on a work program mutually agreed upon.
(5) The five-percent (5%) retained interest of Xxxxxx Xxxxx in the claims is
non-assessable, meaning that GSPM cannot make a funds call to Xxxxxx Xxxxx and
/or his nominees for any reason whatsoever and cannot for any reason reduce the
five-percent (5%) retained interest. In the event of GSPM selling their
interest in the claims, Xxxxxx Xxxxx would continue to have a five-percent (5%)
non-assessable interest ownership under the same terms and conditions of this
agreement, unless Xxxxxx Xxxxx agrees to sell his interest to the purchaser of
GSPM's interest. In any event GSPM has a first right of refusal to purchase the
retained interest of Xxxxxx Xxxxx , should Xxxxxx Xxxxx decide to sell his
interest. In addition, and in the event that GSPM for any reason decides to
sell their interest in the claims within thirteen (13) months from the date of
signing this agreement, it will be entirely GSPM's decision.
(6) Xxxxxx Xxxxx will prepare and submit all required paperwork for
maintaining EPM 14454 in good standing and any other paperwork that may be
required by the Local, State or Federal governments. GSPM will pay the actual
fees as required by a check made out to the proper government office to be
submitted with the paperwork prepared by Xxxxxx Xxxxx. Annual fees become due
on the anniversary date of the date of grant and the necessary amounts will be
provided to GSPM by Xxxxxx Xxxxx
(7) In the event that GSPM does not pay the annual rental on the exploration
permit Xxxxxx Xxxxx reserves the right to pay the annual rental.
(8) GSPM agrees to conduct itself concerning the claims in a manner so as to
not cause the claims to suffer any undue legal or other undesirable problems.
(10)GSPM agrees to expand the EPM and to make any new claims a part of this
agreement, as might be necessary, to protect the rights of Xxxxxx Xxxxx and
the GSPM shareholders.
(11)The parties both GSPM and Xxxxxx Xxxxx agree that time is of the essence in
all particulars of this agreement.
(12)The parties both GSPM and Xxxxxx Xxxxx agree that this agreement can be
expanded by mutual consent upon the terms and conditions herein.
(13)The parties agree that this agreement constitutes the entirety of the
agreement between the parties and any other agreements either verbal or
written are of no consequence concerning this agreement other than some
particular consultants / finders fees which apply and are understood by
the principal parties.
Signed and Agreed to this 9th day of June 2004 by the parties,
/S/ Xxxxxx Xxxxx /S/ Xxxxxx Xxxxx
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Golden Spirit Minerals Ltd. Xxxxxx Xxxxx
