PURCHASE AGREEMENT
00000000xxxx://xxxxxxx.xxxxxxxxx.xxx/xxxxxx/xxxx/0000/xxxxxxxxx:xxxxxxx-xxxxxxxxx-xxx:xxxxxx:xxxxxxxxx000x
THIS AGREEMENT is dated for reference the 23rd day of May, 2007
BETWEEN: MULTIMETAL MINING CORPORATION
addressStreet3155 Xxxx Xxxxxxx Xxxx, Xxxxx 0
XxxxxxxxxXxx Xxxxx XxxxxXxxxxx, PostalCode89120
(the “Vendor”)
OF THE FIRST PART
AND:
BOW VALLEY VENTURES, INC.
a StateplaceNevada corporation with its registered address at
addressStreetSuite 000, xxxxxxxXxxxxx00 Xxxx Xxxxxxx Xxxxx
xxxxxXxxxXxxx, XxxxxXxxxxx PostalCode89501
(“PlaceNameplaceBow PlaceTypeValley”)
OF SECOND PART
WHEREAS:
A.
The Vendor is the owner of an undivided 100% right, title and interest in and to mineral claims described in this Agreement;
PlaceNameplace
B.
Bow PlaceTypeValley wishes to acquire the purchase to acquire a 100% interest in the Vendor’s property on the terms and subject to the conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
1. DEFINITIONS
1.1
In this Agreement, the following terms will have the meaning set forth below:
(A)
"Exploration and Development" means any and all activities comprising or undertaken in connection with the exploration and development of the Property, the construction of a mine and mining facilities on or in proximity to the Property and placing the Property into commercial production;
(B)
"Property" means and includes:
(i)
all rights and appurtenances pertaining to the mining claims listed in Schedule A, including all water and water rights, rights of way, and easements, both recorded and unrecorded, to which the Vendor is entitled;
(C)
"Property Expenditures” means all reasonable and necessary monies expended on or in connection with Exploration and Development as determined in accordance with generally accepted accounting principles including, without limiting the generality of the foregoing:
(i)
the cost of entering upon, surveying, prospecting and drilling on the Property;
(ii)
the cost of any geophysical, geochemical and geological reports or surveys relating to the Property;
(iii)
all filing and other fees and charges necessary or advisable to keep the Property in good standing with any regulatory authorities having jurisdiction;
(iv)
all rentals, royalties, taxes (exclusive of all income taxes and mining taxes based on income and which are or may be assessed against any of the parties hereto) and any assessments whatsoever, whether the same constitute charges on the Property or arise as a result of the operation thereon;
(v)
the cost, including rent and finance charges, of all buildings, machinery, tools, appliances and equipment and related capital items that may be erected, installed and used from time to time in connection with Exploration and Development;
(vi)
the cost of construction and maintenance of camps required for Exploration and Development;
(vii)
the cost of transporting persons, supplies, machinery and equipment in connection with Exploration and Development;
(viii)
all wages and salaries of persons engaged in Exploration and Development and any assessments or levies made under the authority of any regulatory body having jurisdiction with respect to such persons or supplying food, lodging and other reasonable needs for such persons;
(ix)
all costs of consulting and other engineering services including report
preparation;
(x)
the cost of compliance with all statutes, orders and regulations respecting environmental reclamation, restoration and other like work required as a result of conducting Exploration and Development; and
(xi)
all costs of searching for, digging, working, sampling, transporting, mining and procuring diamonds, other minerals, ores, and metals from and out of the Property;
2. PURCHASE
2.1 The Vendor hereby grants to PlaceNameplaceBow PlaceTypeValley the exclusive right and purchase to acquire an undivided 100% right, title and interest in and to the Property (the “Purchase”) for total consideration consisting of cash payments to the Vendor totalling $5,000 USD .
2.2 Upon making the cash payment and Property Expenditures as specified in Xxxxxxxxx 0.0, XxxxxXxxxxxxxxXxx XxxxxXxxxXxxxxx shall have acquired an undivided 100% right, title and interest in and to the Property.
2.3 This Agreement is an only and the doing of any act or the making of any payment by PlaceNameBow PlaceTypeValley shall not obligate PlaceNameplaceBow PlaceTypeValley to do any further acts or make any further payments.
3. TRANSFER OF TITLE
3.1 Upon execution of this Agreement, PlaceNameplaceBow PlaceTypeValley shall be entitled to record this Agreement against title to the Property.
3.2 Upon making the cash payment as specified in Paragraph 2.1, the Vendor shall deliver to PlaceNameBow PlaceTypeValley a duly executed xxxx of sale or quit claim deed and such other executed documents of transfer as required, in the opinion of PlaceNameBow PlaceTypeValley's lawyers, for the transfer of an undivided100% interest in the Property to PlaceNameplaceBow PlaceTypeValley.
4. RIGHT OF ENTRY
4.1 During the currency of this Agreement, Bow Valley, its servants, agents and workmen and any persons duly authorised by Bow Valley, shall have the right of access to and from and to enter upon and take possession of and prospect, explore and develop the Property in such manner as Bow Valley in its sole discretion may deem advisable for the purpose of incurring Property Expenditures as contemplated by Section 2, and shall have the right to remove and ship there from ores, minerals, metals, or other products recovered in any manner there from.
5. COVENANTS OF PlaceNameplaceBOW PlaceTypeVALLEY
5.1 PlaceNameplaceBow PlaceTypeValley covenants and agrees that:
(A)
during the term of this Agreement, PlaceNameplaceBow PlaceTypeValley shall keep the Property clear of all liens, encumbrances and other charges and shall keep the Vendor indemnified in respect thereof;
(B)
Bow Valley shall carry on all operations on the Property in a good and workmanlike manner and in compliance with all applicable governmental regulations and restrictions including but not limited to the posting of any reclamation bonds as may be required by any governmental regulations or regulatory authorities;
(C)
during the term of the purchase herein, Bow Valley shall pay or cause to be paid any rates, taxes, duties, royalties, workers’ compensation or other assessments or fees levied with respect to its operations thereon and in particular Bow Valley shall pay the yearly claim maintenance payments necessary to maintain the claims in good standing;
PlaceNameplace
(D)
Bow PlaceTypeValley shall maintain books of account in respect of its expenditures and operations on the Property and, upon reasonable notice, shall make such books available for inspection by representatives of the Vendor;
(E)
Bow Valley shall allow any duly authorised agent or representative of the Vendor to inspect the Property at reasonable times and intervals and upon reasonable notice given to Bow Valley, provided however, that it is agreed and understood that any such agent or representative shall be at his own risk in respect of, and Bow Valley shall not be liable for, any injury incurred while on the Property, howsoever caused;
PlaceName
(F)
Bow PlaceTypeValley shall allow the Vendor access at reasonable times to all maps, reports, sample results and other technical data prepared or obtained by PlaceNameplaceBow PlaceTypeValley in connection with its operations on the Property;
(G)
Bow Valley shall indemnify and save the Vendor harmless of and from any and all costs, claims, loss and damages whatsoever incidental to or arising out of any work or operations carried out by or on behalf of Bow Valley on the Property, including any liability of an environmental nature.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Vendor hereby represents and warrants that:
(A)
the Property is in good standing with all regulatory authorities having jurisdictions and all required claim maintenance payments have been made;
(B)
it has not done anything whereby the mineral claims comprising the Property may be in any way encumbered;
(C)
it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with its charter documents or any contract or other commitment to which it is party; and
(D)
the execution of this Agreement and the performance of its terms have been duly authorised by all necessary corporate actions including the resolution of its Board of Directors.
6.2 PlaceNameplaceBow PlaceTypeValley hereby represents and warrants that:
(A)
it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with its charter documents or any contract or other commitment to which it is party; and
(B)
the execution of this Agreement and the performance of its terms have been duly authorised by all necessary corporate actions including the resolution of its Board of Directors.
7. ASSIGNMENT
7.1 With the consent of the other party, which consent shall not be unreasonably withheld, PlaceNameplaceBow PlaceTypeValley and the Vendor has the right to assign all or any part of its interest in this Agreement and or in the Property, subject to the terms and conditions of this Agreement. It shall be a condition precedent to any such assignment that the assignee of the interest being transferred agrees to be bound by the terms of this Agreement, insofar as they are applicable.
8. CONFIDENTIALITY OF INFORMATION
8.1 Each of PlaceNameplaceBow PlaceTypeValley and the Vendor shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Property as confidential, except where such information must be disclosed for public disclosure requirements of a public company.
9. TERMINATION
9.1 Until such time as PlaceNameplaceBow PlaceTypeValley has acquired an undivided 85% interest in the Property pursuant to Section 2, this Agreement shall terminate upon any of the following events:
(A)
upon the failure of PlaceNameplaceBow PlaceTypeValley to make payment within the time limits prescribed by Paragraph 2.1;
(B)
in the event that PlaceNameplaceBow PlaceTypeValley, not being at the time in default under any provision of this Agreement, gives 30 day’s written notice to the Vendor of the termination of this Agreement;
(C)
in the event that Bow Valley shall fail to comply with any of its obligations hereunder, other than the obligations contained in Paragraph 2.1, and subject to Paragraph 11.1, and within 30 days of receipt by Bow Valley of written notice from the Vendor of such default, Bow Valley has not:
(i)
cured such default, or commenced proceedings to cure such default and prosecuted same to completion without undue delay; or
(ii)
given the Vendor notice that it denies that such default has occurred.
9.2 In the event that PlaceNameBow PlaceTypeValley gives notice that it denies that a default has occurred, placePlaceNameBow PlaceTypeValley shall not be deemed in default until the matter shall have been determined finally through such means of dispute resolution as such matter has been subjected to by either party.
Upon termination of this Agreement under Xxxxxxxxx 00.0, XxxxxXxxxxxxxxXxx XxxxxXxxxXxxxxx shall:
(A)
transfer any interest in title to the Property, in good standing to the Vendor free and clear of all liens, charges, and encumbrances;
(B)
turn over to the Vendor copies of all maps, reports, sample results, contracts and other data and documentation in the possession of Bow Valley or, to the extent within Bow Valley’s control, in the possession of its agents, employees or independent contractors, in connection with its operations on the Property; and
(C)
ensure that the Property is in a safe condition and complies with all environmental and safety standards imposed by any duly authorised regulatory authority.
Upon the termination of this Agreement under Xxxxxxxxx 00.0, XxxxxXxxxxxxxxXxx XxxxxXxxxXxxxxx shall cease to be liable to the Vendor in debt, damages or otherwise save for the performance of those of its obligations which theretofore should have been performed, including those obligations in Paragraph 2.1.
Upon termination of this Agreement, PlaceNameplaceBow PlaceTypeValley shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures.
10. FORCE MAJEURE
10.1 The time for performance of any act or making any payment or any expenditure required under this Agreement shall be extended by the period of any delay or inability to perform due to fire, strikes, labour disturbances, riots, civil commotion, wars, acts of God, any present or future law or governmental regulation, any shortages of labour, equipment or materials, or any other cause not reasonably within the control of the party in default, other than lack of finances.
11. REGULATORY APPROVAL
11.1 If this Agreement is subject to the prior approval of any securities regulatory bodies, then the parties shall use their best efforts to obtain such regulatory approvals.
12. NOTICES
12.1 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or mailed postage prepaid or if given by telegram, telex or telecopier, addressed as follows:
In the case of the Vendor:
MULTIMETAL MINING CORPORATION
addressStreet3155 Xxxx Xxxxxxx Xxxx, Xxxxx 0
xxxxxXxxxXxx Xxxxx XxxxxXxxxxx, PostalCode89120
In the case of PlaceNameplaceBow placeValley : Bow Valley Ventures Inc.
placeplaceSuite 880, placeplace50 West Liberty Drive
placeplaceReno, placeNevada, placeUSA 89501
and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if telegraphed, telexed or telecopied, on the same day as the telegraphing, telexing or telecopying thereof PROVIDED HOWEVER that during the period of any postal interruption in Canada any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purposes of this Paragraph 13.1.
13. GENERAL TERMS AND CONDITIONS
13.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement.
13.2 This Agreement shall constitute the entire agreement between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto. This Agreement shall supersede all previous written, oral or implied understandings between the parties with respect to the matters covered hereby.
13.3 Time shall be of the essence of this Agreement.
13.4 The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only.
13.5 Unless otherwise noted, all currency references contained in this Agreement shall be deemed to be references to placeplaceUnited States funds.
13.6 Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
13.7 The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
13.8 Defined terms contained in this Agreement shall have the same meanings where used in the Schedules.
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13.9 This Agreement shall be governed by and interpreted in accordance with the laws of the state of Nevada applicable therein.
13.10 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.
MULTIMETAL MINING CORPORATION
by its authorized signatory
/s/ Xxxxx Xxxxxx
______________________________
Signature of Authorized Signatory
_____Larry Sostad___________
Name of Authorized Signatory
_____President_____________
Position of Authorized Signatory
by its authorized signatory:
___/s/ Xxxxxxx Hiron__________________________
Signature of Authorized Signatory
_RICHARD HIRON___________
Name of Authorized Signatory
___President___________________
Position of Authorized Signatory
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SCHEDULE “A”
NEW YEAR NUMBER ONE
PROPERTY DESCRIPTION
placeNEVADA placeplaceUSA
List of Claims
CLAIM NUMBERS UNITS | TOWNSHIP/AREA | CURRENT EXPIRY DATE |
NEW YEAR #1 20061127-0092
| YELLOW PINE MINING DISTRICT | SEPTEMBER 1, 2008 |
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