EXHIBIT 6.1
AGREEMENT BETWEEN XXXXXXX XXXXXXXX AND
BRAVO RESOURCES LTD. DATED DECEMBER 20, 2002
AGREEMENT
THIS AGREEMENT dated this 20 day of DEC 2002 is made
BETWEEN:
XXXXXXX XXXXXXXX OF 0000 XXXXXXXXX XXXXX, XXXX XXXXXXXXX, XX
X0X 0X0
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
AND:
BRAVO RESOURCES, LTD., a company duly incorporated under the laws
of Nevada, USA and having an office at Suite 207 - 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of a 100% right, title and interest
in those certain mineral claims located in Otish Mountains, Quebec (the
"Claims") and more particularly set out in Schedule "A" hereto;
B. The Vendor has the sole right and authority to sell, transfer and
otherwise deal with the Claims;
C. The Vendor wishes to sell and the Purchaser wishes to purchase from the
Vendor 100% of the right, title and interest to the Claims, subject to and upon
the terms and conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
1. The Vendor hereby sells to the Purchaser a 100% undivided legal and
beneficial interest in and to the Claims (the "Interest"), subject only to the
retention by the Vendor of the 20% carried interest, in consideration of the
following:
(a) a cash payment of $2,000 US;
(b) work commitment to spend $2,550 US in phase one;
(c) work commitment to spend $9,700 US in phase two;
(d) work commitment to spend $35,500 US in phase three, and $50,000 US in
phase four;
(e) maintain property in good standing, by spending a total of $30,000 US
and paying a fee of $1,100 US before March 21, 2004.
2. Title to the Interest in the Claims shall be transferred to the
Purchaser forthwith upon completion of the payment and to the expenditure of
$30,000 US plus the payment of $1,100 US as provided in Section I herein, free
and clear of all liens, charges and encumbrances, subject only to the provisions
of this Agreement.
3. If the cash payment is not made by the time frames set forth in Section
I herein then the Vendor shall give written notice of the breach to the
Purchaser and the Purchaser shall have 10 days from the date of the notice to
rectify the breach and if during such 10 day period, the Purchaser has failed to
remedy the breach then this Agreement shall terminate at the end of such 10 day
period and the ownership of the Claims shall be retained by the Vendor and the
parties shall have no further obligations to each other whatsoever.
4. The purchase of the Claims is subject to a 20% carried interest retained
by the Vendor.
For the purposes of this Agreement, commercial production shall be deemed to
have commenced when the concentrator processing ores from the Claims for other
than testing purposes.
5. The Vendor warrants and represents to the Purchaser that:
(a) it is the sole and beneficial owner of a 100% undivided interest in the
Claims and has the title, power, authority and right to enter into this
Agreement and to dispose of its interest in the Claims;
(b) the Claims are duly registered in the name of Xxxxxxx Xxxxxxxx;
(c) the Claims and interests that comprise the Claims have been properly
staked and recorded in compliance with the applicable laws and
regulations of Quebec and there are no disputes threatened or now
existing as to the title or the staking or the recording of the Claims
except that the parties acknowledge that there may be
certain areas within the map staked area which mineral rights are
subject to third parties.
(d) the Claims are in good standing in accordance with the applicable laws
and regulations of Quebec;
(e) the Vendor has not done anything whereby the Claims may become
encumbered;
(f) it is a body corporate which is duly incorporated, validly existing and
in good standing under the applicable laws of its jurisdiction of
incorporation;
(g) it has full right, title, power and authority to enter into this
Agreement and to carry out the transaction contemplated hereunder; and
(h) the execution of this Agreement is in accordance with proper corporate
authority.
6.A. The representations and warranties contained in section 6 are
provided for the exclusive benefit of the Purchaser and a breach
of any one or more thereof may be waived by the Purchaser in whole
or in part at any time without prejudice to its rights in respect
of any other breach of the same or any other representation or
warranty and the representations and warranties contained in
section 6 shall survive the execution of this Agreement.
7. the Purchaser warrants and represents that:
(a) it is a body corporate which is duly incorporated, validly existing and
is in good standing under the applicable laws of its jurisdiction of
incorporation;
(b) it has full right, title, power and authority to enter into this
Agreement and to carry out the transaction contemplated hereunder; and
(c) the execution of this Agreement is in accordance with proper corporate
authority.
8. The Purchaser covenants and agrees that it shall perform all
exploration work done on the Claims in a prudent, miner-like manner and in
compliance with applicable legislation.
9. The Parties agree to execute such further assurances or agreements and
do all such other things as may be necessary in order to give full force and
effect to this Agreement and to carry out its terms.
10. Time shall be of the essence of this Agreement.
11. Unless otherwise provided herein, any notice or other communication to
a party under this Agreement shall be five in writing and shall be delivered
personally or by telecopy, addressed to the parties as follows:
IF TO THE VENDOR:
XXXXXXX XXXXXXXX
0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX
X0X 0X0
IF TO THE PURCHASER:
BRAVO RESOURCES LTD.
Suite 207 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
Each party may change its address for service at any time by notice in writing
to the other.
12. This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and assigns. It is expressly
understood and agreed that the Purchaser shall have the right to assign all its
right, title and interest in and to this Agreement, including all its
obligations hereunder, without recourse back to the Purchaser, to any other
person or company at the sole discretion of the Purchaser and the Vendor agrees
to execute any such consent to assignment or other acknowledgement as may be
reasonably requested by the Purchaser.
13. This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which together constitute one and
the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED AND DELIVERED by
XXXXXXX XXXXXXXX in the presence of
/s/ X. Xxxxxxxx
/S/ XXXXX XXXXXXXX /S/ XXXXXXX XXXXXXXX
-------------------------------- ----------------------------------
Name Xxxxxxx Xxxxxxxx
/S/ XXXXX XXXXXXXX
--------------------------------
Print Name
1401 - 000 XXXXXXX XX
--------------------------------
Address
XXXXXXXXX, XX X0X 0X0
--------------------------------
--------------------------------
SIGNED AND DELIVERED BY
BRAVO RESOURCES LTD
Per: /S/ XXX XXXXXX
---------------------------
Xxx Xxxxxx
AUTHORIZED SIGNATORY
SPARK PROPERTY 32P 16
o NEXT EXPIRY MARCH 21 2004
o acquired by map location on the internet
o 100% owned by Xxxxxxx Xxxxxxxx
o 40 contiguous units or cells, approximately 2 km by 9 km,
2,127.78 Ha. Rectangular shape, The claims are bounded between
latitudes 51(degree)56'30'N and 51(degree)51'30"N and 72(degree)
11'W and 72(degree)9'@
o Acquisition fees $1,760
o Work requirements for one additional year: $1,200 per unit for a
total $48,000 and an additional $1,800 per unit to keep it valid
3 years thereafter.
o Fees to renew claims: $44 per unit or $1760 for all 40 (is $88
per unit if renewed less than 60 days before expiry).
