Exhibit 10.1
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XXXXXXX-XXXX GOLD COMPANY, INC.
0000 Xxxx Xxxxx, Xxxxxxxx, XX 00000
Ph: 000-000-0000 Fx: 000-000-0000
xxxx@xxxxxxx-xxxx.xxx
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July 14, 2006
Xx. Xxxx Xxxx, President and CEO
Grandcru Resources Corporation
0000-000 Xxxxxxx Xx.
Xxxxxxxxx,
B. C. V6C 3M
Dear Xxxx,
This letter will serve as our agreement, subject to conditions expressed in this
letter, to the terms that we discussed regarding the Cambridge Vein Property.
Details of the property are as follows:
The property is known as the Cambridge Vein Property and is in the Cambridge
Mining District in Lyon County, Nevada. Grandcru Resource Corporation
("Grandcru") has an option agreement with Xxx X. and Xxxxxx X. Xxxxx ("Xxxxx")
on two unpatented lode claims (CMV #1 and #2) and one unpatented placer claim
(CM #1) lying within Section 1, TION, R27E, MDBM. In addition, Grandcru has
recently staked additional claims in the area. Collectively, all these claims
make up the property referred to as the Cambridge Vein Property ("CVP"). There
is a two (2) mile area of influence from the present or future claim boundaries
of the CVP.
Details of Grandcru's agreement with Xxxxx are as follows:
Grandcru has entered into an option agreement with Xxxxx regarding the CVP with
the following terms and is attached as Exhibit A,
Cash payments of:
$10,000 on August 25, 2006 being the 1st anniversary of the agreement
$15,000 " 2007 " 2nd "
$20,000 " 2008 " 3rd "
$25,000 " 2009 " 4th "
The issuance of 100,000 Grandcru common shares to Xxxxx.
Upon completion of the above, Grandcru will have earned a 100% interest in the
CVP subject to a 2% net smelter return royalty on production from the CVP being
reserved by Xxxxx. Grandcru may purchase this royalty for $1,500,000.
Xxxxx has reserved the right to enter onto the property for the purpose of
personally collecting and removing specimen grade rock samples from the surface
(fossicking) as described in Exhibit X.
Xxxxxxx-Xxxx'x agreement:
Xxxxxxx-Xxxx Gold Company, Inc. ("FWGO") hereby agrees to:
1. Assume all the rights and obligations of the Xxxxx agreement from Grandcru
as of the date of closing of this agreement.
2. Make the following option payments on each anniversary of the closing of
this agreement to Grandcru:
$10,000 on the 1st anniversary
$15,000 on the 2nd anniversary
$20,000 on the 3rd anniversary
$25,000 on the 4th anniversary
and by completing work expenditures in each of the four years that FWGO
chooses to maintain the option. The required expenditures would be as
follows:
1st year $50,000
2nd year $75,000
3rd year $125,000
4th year $150,000
Excess expenditures in any one year may be carried forward and credited to
future years expenditures.
Upon completion of the payments and work expenditures FWGO will have earned
a 100% interest in the CVP subject to a 2% net smelter return royalty on
production from the CVP payable to Xxxxx, as described in Exhibit A, and a
further 2% net smelter return royalty on production from the CVP payable to
Grandcru. FWGO may purchase this Grandcru royalty at anytime for
$1,000,000. FWGO will maintain the CVP in good standing. If this agreement
is terminated within 90 days prior to September 1st in any year then the
State and Federal filing fees will be paid by FWGO.
Conditions to closing:
A formal agreement will be drawn up and entered into between the parties. The
formal agreement will include the usual representations and warranties and
"boiler plate" language.
FWGO will have a period of 30 days following the signing of this letter
agreement to complete due diligence, especially legal due diligence, on the
properties.
FWGO will be the operator. Once FWGO has earned its interest in the CVP then the
titles to all the claims comprising the CVP will be transferred to FWGO and the
royalties will be registered.
Grandcru acknowledges that all the claims comprising the CVP are in good
standing and that the Xxxxx agreement is in good standing. Grandcru acknowledges
that it has delivered the 100,000 shares of Grandcru to Xxxxx
FWGO and Grandcru agree to provide any further undertakings as necessary to
allow for the carrying out of the intentions of this agreement.
The formal agreement is subject to FWGO Board approval and any required
regulatory approval.
This agreement shall be governed by the laws of Nevada.
Time shall be of the essence of this agreement.
Grandcru will provide FWGO with all data related to the CVP that it has in its
possession.
XXXXXXX-XXXX GOLD COMPANY, INC.
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
President and Chief Executive Officer
Agreed to and accepted by:
GRANDCRU RESOURCE CORPORATION
/s/ Xxxx Xxxx
Xxxx Xxxx
President and Chief Executive Officer
