EXHIBIT 10.1
SALE AGREEMENT
THIS AGREEMENT made as of this 26th day of June, 2001
BETWEEN:
XXXXXXX XXXXXX XXXXX, of 1709-89th Street, Xxxxxx Creek, British Columbia,
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Xxxxxx X0X 0X0
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(hereinafter called "Xxxxx"
OF THE FIRST PART
AND:
VALEMONT SUPPLY LIMITED.
0000 Xxxxxxxxx Xx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called "VSI")
OF THE SECOND PART
WHEREAS:
X. Xxxxx owns the mineral claims, namely the Mica Mineral Claims, situated
in the Cariboo Mining Division in the Province of British Columbia referred to
herein as the "Mica Claims", the particular of which make up Appendix X.
X. Xxxxx has agreed to sell to VSI the Mica Claims for US$30.000 (Thirty
Thousand) cash and a Royalty on other terms and conditions hereinafter set
forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.0 DEFINITIONS
1.01 In this agreement and in all schedules attached to and made a part
hereof, the following words and phrases shall have the following meanings,
namely;
(a) reference herein to the "Mica Claims" includes any mineral leases
or other interests into which such mineral claims may have been
converted;
(b) "ROYALTY" means the grant by VSI to Xxxxx as set forth in
paragraph 4.01 hereof.
2.0 REPRESENTATION AND WARRANTIES OF DAEM
2.01 Xxxxx represents and warrants to VSI that:
(a) he is the registered and beneficial owner of each of the Mica Claims,
and that the Mica Claims were properly and legally staked, recorded and tagged
in compliance with laws of the Province of British Columbia, and there are no
disputes over the title, the staking or the recording of the Mica Claims.
(b) He is the holder of a valid Free Miner's Certificate issued pursuant to
the laws of the Province of British Columbia and shall maintain such license in
good standing for the remainder of 2001. Appendix B
(c) The Mica Claims are in good standing with the Office of the Mining
Recorder, having an expiry date as per Appendix A , and are free and clear of
any claims, liens, charges or encumbrances of any nature and no adverse claim or
challenge against the ownership of or title to the Mica Claims has been made
nor to the knowledge of Xxxxx is there any basis therefor and there are no
outstanding agreements or options to acquire or purchase the Mica Claims or any
part thereof.
2.02 Xxxxx acknowledges that the representations and warranties set forth
herein form part of this agreement and are the conditions upon which the VSI
has relied in entering into this Agreement, and that these representations and
warranties shall survive the sales agreement for the Mica Claims hereunder by
VSI.
3.0 REPRESENTATIONS AND WARRANTIES OF VSI
3.01 VSI represents and warrants to Xxxxx that:
(a) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Washington, United States Of America
with full power, absolute authority and capacity to enter into this Agreement
and to carry out the transactions contemplated hereby, all of which have been
duly and validly authorized by all necessary corporate proceedings.
3.02 VSI acknowledges that the representations and warranties hereinbefore
set out form a part of this Agreement and are conditions upon which Xxxxx has
relied in entering into this Agreement, and that these representations and
warranties shall survive the sale of the Mica Claims hereunder to VSI
4.0 ROYALTY PAYMENTS
4.01 VSI hereby grants to Xxxxx the sole and exclusive right to a Royalty on
the Mica produced from the Mica Claims subject to the terms of this Agreement on
the following terms and conditions, namely:
(a) VSI shall pay $30,000.00 to Xxxxx within seven days of the Acceptance
Date of the sales agreement;
(b) VSI shall pay or cause to be paid $2.00 US per ton of pit run of Mica
containing ore extracted from the Mica Claims, this payment constitutes a net
royalty payment to Xxxxx. This payment is to be made within 30 days of the pit
run Mica leaving the Mica Claims.
(c) the price per ton will be negotiated at the end of the first five years
and each five years thereafter. The price renewal will not exceed the United
States of America inflation rate, nor be less than the preceding five year
period.
5.0 TRANSFER OF CLAIMS
5.01 Upon execution of this Agreement, Xxxxx shall deliver to the VSI a duly
executed registrable XXXX OF SALE ABSOLUTE.
5.02 VSI shall be entitled to at its own expense and under the terms and
conditions of this Agreement have cause to direct the title of the claims to
the holder of choice so long as it complies with all regulatory bodies in the
involved jurisdictions in particular the Province of British Columbia and the
B.C. Minerals Commission.
6.0 TERMINATION
6.01 if VSI for any reason including none payment of assessment to the B.C.
Minerals Commission drops or should loose all or part of the Mica Claims
(Appendix A) through any default whatsoever Xxxxx shall have first right to
obtain the MICA CLAIMS by any remedy necessary to make up the default. Notice
of an intended default must be delivered on a timely bases so as to effect a
cure prior to the claims going back to the Crown.
6.02 upon termination of this Agreement, VSI shall deliver to Xxxxx such
registerable transfers as are necessary to transfer to Xxxxx all Mica Claims
forming part of this Agreement.
7.0 OBLIGATIONS OF VSI
7.01 VSI hereby covenants and agrees;
(a) it will permit Xxxxx or a duly authorized agent, upon reasonable prior
notice to VSI, to have access to Mica Claims in order to examine ore removed
by or on behalf of VSI provided, however, that neither Xxxxx nor his agents
shall interfere or obstruct the operation of VSI , its servants and agents on
the Mica Claims, and further provided that Xxxxx or its agents shall enter upon
the Mica Claims at their own risk and that Xxxxx agrees to indemnify and save
VSI harmless from all loss and damage of any nature or kind whatsoever in any
way referable to the entry of, or presence on, or activities of either Xxxxx or
its agents while on the Mica Claims, including, without limiting the generality
of the foregoing, bodily injuries or death at any time resulting therefrom and
damage to property sustained by any person or persons;
(b) to provide Xxxxx with copies of all sales reports relating to the Mica
Claims, at VSI's cost, forthwith upon any such reports being prepared.
8.0 OBLIGATION OF XXXXX
8.01 Xxxxx hereby covenants and agrees that:
(a) no use will be made of VSI or any company associated with VSI in any
document or release made to Xxxxx without the prior written approval of VSI;
(b) any information acquired by Xxxxx relating to the Mica Claim's with a
direct bearing on the Sales Agreement shall be confidential and shall not be
released or communicated to any person, firm or corporation without the prior
written approval of VSI.
(c) Xxxxx will not deal, or attempt to deal the right and interest in the
Mica Claims with regard to its royalty in any way that would or might affect the
right of VSI.
9.0 DISPOSITION OF INTEREST BY XXXXX
9.01 If Xxxxx should receive a bona fide offer from an independent third
party ( the "proposed purchaser") dealing at arm's length with
Xxxxx to purchase all or substantially all of its Royalty interest in the Mica
claims, which offer Xxxxx desires to accept, or if Xxxxx intends to sell all or
substantially all of his Royalty interest in the Mica claims, Xxxxx shall first
offer (the offer) such interest in writing to VSI upon terms no less favorable
than those offered by the proposed purchaser or intended to be offered by Xxxxx,
as the case may be. VSI has sixty (60) days accept the offer. If within a
period of sixty days of the receipt of the offer VSI notifies Xxxxx in writing
that it will accept the same, Xxxxx shall be bound to sell such interest to VSI
on the terms and conditions of the offer. VSI shall in such case pay to
Xxxxx, against the receipt of an absolute transfer of clear and unencumbered
title to the Royalty interest of Xxxxx being sold. If VSI fails to notify Xxxxx
before the expiration of the time limited therefore that it will purchase the
interest offered, Xxxxx may sell and transfer such interest to the proposed
purchaser at the price and on the terms and conditions specified in the offer.
10.0 NOTICE AND PAYMENT
10.01 Each notice, demand or the communication required or permitted to
be given under this Agreement shall be in writing and shall be sent by prepaid
registered mail deposited in a Post Office in Canada addressed the party
entitled to received same, or delivered to such party, at the address for such
party specified on the first page thereof. The date of receipt of such notice,
demand or other communication shall be the date of delivery thereof if
delivered, or, if given by registered mail as aforsaid, shall be deemed
conclusively to be the third day after the same shall have been so mailed
except in the case of interruption of the third day after the same shall have
been so mailed except in the case of interruption of postal services for any
reason whatsoever, in which case the date of receipt shall be the date upon
which notice, demand or other communication is actually received by the
addressee.
10.02 Any party may at any time and from time to time notify any other
party in writing of a change of address and the new address to which notice
shall be given to thereafter until further change.
10.03 Any payment that VSI may decide to make or cause to be made to
Xxxxx hereunder shall be deemed to have been well and truly made if a cheque
payable to Xxxxx in the appropriate amount has been delivered to the addressee
hereof in accordance with the provisions of paragraph 10.01 hereof, the
provisions of which shall apply, mutatis mutandis, as if such cheque was a
notice given hereunder.
11.0 FURTHER ASSURANCE
11.01 Each of the parties hereto agrees to do and/or execute all such
further and other acts, deeds, things, devices, documents and assurances as may
be required in order to carry out the true intent and meaning of the Agreement.
12.0 ENTIRE AGREEMENT
12.01 The parties hereto agree that the terms and conditions of this Agreement
shall supersede and replace any other agreements or arrangements, whether oral
or written, heretofore existing between the parties in respect of the subject
matter of this Agreement.
13.0 REGULATORY APPROVAL
13.01 This Agreement is subject to the approval of the securities
regulatory authorities having or which will have jurisdiction over the affairs
of VSI.
14.0 GOVERNING LAW
14.01 This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia.
15.0 ENUREMENT
15.01 This Agreement shall enure to the benefit of and be binding upon
the parties hereto and each of their heirs, executors, administrators,
successors and assigns, as the case may be.
WHEREOF IN WITNESS this Agreement has been executed as of the day and year first
above written
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXXX XXXXX
THE COMMON SEAL of
VALMONT SUPPLY LIMITED was
C/S
Hereunto affixed in the
Presence of:
/s/ X.X. Xxxx
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Authorized Signatory
APPENDIX A
MINERAL CLAIMS situated in the Cariboo area of the Province of British Columbia,
Canada
CLAIM RECORD NO. OF EXPIRY
NAME NUMBER UNITS DATE
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Mica 1 364971 1 20010810
Mica 2 354972 1 20010810
Mica 3 364973 1 20010810
Mica 6 364976 1 20010808
Mica 7 364977 1 20020809
Mica 8 364978 1 20010809
T 1 342871 1 20011219
T 2 342872 1 20011219
T 3 342873 1 20011219
T 4 342874 1 20011219
T 5 342875 1 20011219
T 6 342876 1 20011219
Appendix B
Province of British Columbia
Ministry of Energy and Mines
Mineral Tenure Act
FREE MINER CERTIFICATE
Not Transferable
Free Miner No.: 131577
Client : DAEM. XXXX XXXXX
1387 MINTO CRES.
XXXXXXXXX XX Xxxxxx X0X 0X0
Date of Issue: 2001/MAR/21
Valid From: 0000/XXX/00 Xxxxx to: 2002/MAY/31
Issued at: Vancouver, British Columbia
/s/ Xxxxx Xxxxxxx
(signature of issuing officer)
