JOINT VENTURE AGREEMENT
THIS AGREEMENT dated for reference March 28, 1999 is made
BETWEEN:
XXXX-ATLANTIC CORPORATION, a company duly incorporated under the laws
of the State of Colorado, and having its registered office at 0000
Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter called the "Purchaser")
OF THE FIRST PART
AND:
GENEVA RESOURCES, INC., a company duly incorporated under the laws of
the State of Nevada and having its registered office at 000 Xxxxxxxx,
#000 Xxxxxx Xxxxx, XX 00000
(hereinafter called the "Vendor")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the sole beneficial owners (subject to the paramount interest
of the United States) of 213 (TWO HUNDRED, AND THIRTEEN) unpatented lode mining
claims (hereinafter called "the Xxxx Claims") located in Camas County in the
State of Idaho as set out in Appendix A to this Agreement. The Vendor has the
right to explore and develop the said Xxxx Claims subject to obtaining the
necessary State, Federal, and Municipal permits as required by law.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase 51% of
the rights to the Xxxx Claims for 500,000 restricted 144 shares in the capital
of Xxxx-Atlantic Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of 500,000
restricted 144 shares in the capital of Xxxx-Atlantic Corporation and other good
and valuable consideration the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. PURCHASE AND SALE
On the basis of the warranties and representations of the Vendor set forth in
paragraph 3 and subject to the general terms of this Agreement as set forth in
paragraph 2, the Purchaser agrees to buy from the Vendor and on the basis of the
warranties and representations of the Purchaser set forth in paragraph 4 and
subject to the general terms of this Agreement as set forth in paragraph 2, the
Vendor agrees to sell to the Purchaser on the Closing Date a 51% interest in 213
(TWO HUNDRED, AND THIRTEEN) 18-20 acre unpatented lode mining claims
(hereinafter called "the Xxxx Claims") located in Camas County in the State of
Idaho as set out in Appendix A to this Agreement.
2. JOINT VENTURE TERMS
(a) The Purchaser agrees to contribute all future capital required in the
further exploration, and if required, mining operations of the said herebefore
mentioned Idaho claims as is required by annual budgeted property exploration
and development work programs.
(b) It is the understanding of both the Purchaser and the Vendor that the
Purchaser and the Vendor shall participate jointly in net mining profits after
all expenses are deducted according to their pro-rata ownership of the claims
after all invested capital by the Purchaser has been repatriated. It is further
the understanding of both the Purchaser and the Vendor that the Purchaser and
the Vendor agree that until all invested capital of the Purchaser is repaid,
that the joint participation in net mining profits will be 80% to the Purchaser
and 20% to the Vendor.
(c) The Purchaser and the Vendor warrant the ownership percentages of the Xxxx
claims by the Purchaser and the Vendor shall change where the annual calendar
year work program contributions made by the Purchaser are less than the adopted
minimum budget totals mutually agreed upon between parties to this agreement. If
the Purchaser defaults in making an agreed contribution required by the approved
work program outlined in this agreement, the non-defaulting party may advance
the defaulted contribution on behalf of the defaulting participant and treat the
same, together with any accrued interest, as a demand loan bearing interest from
the date of the advance at prime plus 3% per annum. The failure by the
defaulting party to repay said loan upon demand shall be default. The Purchaser
hereby grants to the Vendor a lien upon its interest in the Xxxx claims as a
security interest. The non-defaulting party may elect the transfer of the
defaulting party's ownership interest as a remedy in direct proportion to the
magnitude of default. The defaulting party's interest of the Xxxx claims to be
transferred shall be the defaulting party's current interest times the following
calculation: (the sum of the defaulting party's work program contribution
default to any annual budget date divided by all of the Vendor work program
contributions since the date of this agreement to the date of the default
calculation.
The Purchaser acknowledges that if and when the Purchaser's working interest is
reduced to less than 40% by its potential incapacity to fund the approved
minimum annual work programs and budgets, the Vendor may exercise its rights to
assume the operators role.
(d) The Purchaser agrees to fund according to a minimum budget mutually agreed
upon by the parties to this agreement for each year commensurate with the
exploration prospect results. If the Purchaser and Vendor do not obtain mutual
agreement with regard to the annual minimum work program budget for succeeding
years, or the Purchaser is unable to provide the desired work program budget,
the Purchaser shall not be prevented from assigning this agreement and its then
ownership position in the Xxxx claims to a third party who is able to reach
agreement with the Vendor regarding minimum work program budget funding, such
agreement is subject to agreement of the Purchaser, but may not be reasonably
withheld.
3. VENDOR REPRESENTATIONS, WARRANTIES AND COVENANTS
The Vendor represents and warrants to the Purchaser as representations and
warranties which are true and correct as of the date hereof that:
3.1 The Vendor is a resident of Nevada for matters relating to jurisdiction of
taxation. Geneva Resources, Inc. is a non-reporting private company duly
incorporated under the laws of Nevada, validly existing, and is in good standing
to carry on business in its intended place(s) of business.
3.2 The performance of this agreement will not be in violation of the
Memorandums or Articles of the Vendor or of any agreement to which the Vendor
are a party and will not give any person or company any right to terminate or
cancel any agreement or any right enjoyed by the Vendor and will not result in
the creation or imposition of any lien, encumbrance or restriction of any nature
whatsoever in favor of a third party upon or against the assets of the Vendor.
3.3 The business of the Vendor now and until the Closing Date will be conducted
and maintained in the manner that is normal to that business.
3.4 The representations, warranties, covenants and agreements by the Vendor in
this agreement or any certificates or documents delivered pursuant to the
provisions hereof or in connection with the transaction contemplated hereby
shall be true at and as of the time of closing as though such representations
and warranties were made at and as of such time. Notwithstanding any
investigations or enquiries made by the Purchaser prior to the closing or the
waiver of any condition by the Purchaser, the representations, warranties,
covenants and agreements of the Vendor shall survive the closing date and
notwithstanding the closing of the purchase and sale herein provided for, shall
continue in full force and effect.
3.5 There is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the knowledge of the
Vendor threatened against or affecting the Vendor at law or in equity or before
or by any federal, provincial, state, municipal or other governmental
department, commission, board, bureau or agency.
4. PURCHASER REPRESENTATIONS, WARRANTIES AND COVENANTS
The Purchaser represents and warrants to the Vendor as representations and
warranties which are true and correct as of the date hereof that:
4.1 The Purchaser is a resident of Colorado for matters relating to jurisdiction
of taxation. The Purchaser is a non-reporting public company duly incorporated
under the laws of Colorado, validly existing, and is in good standing to carry
on business in its intended place(s) of business.
4.2 There is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or to the knowledge of the
Purchaser threatened against or affecting the Purchaser at law or in equity or
before or by any federal, provincial, state, municipal or other governmental
department, commission, board, bureau or agency.
4.3 The Purchaser holds all permits, licenses, and consents issued by any
Federal, Provincial, Regional or Municipal Government or Agency thereof that are
necessary or desirable in connection with the operations of the Company.
4.4 The performance of this agreement will not be in violation of the Memorandum
or Articles of the Purchaser or of any agreement to which the Vendor is a party
and will not give any person or company any right to terminate or cancel any
agreement or any right enjoyed by the Purchaser and will not result in the
creation or imposition of any lien, encumbrance or restriction of any nature
whatsoever in favor of a third party upon or against the assets of the
Purchaser.
4.5 The business of the Purchaser now and until the Closing Date will be
conducted and maintained in the manner that is normal for that business.
4.6 The Purchaser is not aware of any adverse claim or claims that may affect
title to or exclusive possession and use of the assets of the Purchaser.
4.7 The representations, warranties, covenants and agreements by the Purchaser
in this Agreement or any certificates or documents delivered pursuant to the
provisions hereof or in connection with the transaction contemplated hereby
shall be true at and as of the time of closing as though such representations
and warranties were made at and as of such time. Notwithstanding any
investigations or enquiries made by the Vendor prior to closing or the waiver of
any condition by the Vendor, the representations, warranties, covenants and
agreements of the Purchaser shall survive the Closing Date and notwithstanding
the closing of the purchase and sale herein provided for, shall continue in full
force and effect.
5. GENERAL PROVISIONS
5.1 Time shall be of the essence in this Agreement.
5.2 This Agreement contains the whole agreement between the Vendor and the
Purchaser in respect of the purchase and sale contemplated hereby and there are
no warranties, representations, terms and conditions or collateral agreements
expressed, implied or statutory, other than as expressly set forth in this
Agreement.
5.3 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
5.4 This Agreement shall be construed in accordance with the laws of the State
of Nevada. All references to sums of money shall be deemed to refer to the legal
tender of the United States.
6. CLOSING DATE
6.1 The closing of the Purchase & Sale contemplate by this Agreement will take
place in the offices of Xx. Xxx Xxxxxx at 0000 Xxxx Xxxxxxxx, Xxxxx X, Xxx
Xxxxx, Xxxxxx 00000 on May 18, 1999.
6.2 At the closing, or at an alternative date mutually agreed to by the parties
to this Agreement, the Vendor deliver shall deliver 500,000 common restricted
shares of Xxxx-Atlantic Corporation registered in the name of the Vendor, such
share certificate executed for free and unencumbered transfer to the Vendor by
the Purchaser as at the date of the closing.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
XXXX-ATLANTIC CORPORATION
By:
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx, President
GENEVA RESOURCES, INC.
By:
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx, Director
Share Purchase Agreement, March 28, 1999
APPENDIX A - THE XXXX CLAIMS LISTING - 213 CLAIMS - IDAHO
Xxxx BLM
Claim #'s IMC#'s
1 181514 41 181554 81 181594
2 181515 42 181555 82 181595
3 181516 43 181556 83 181596
4 181517 44 181557 84 181597
5 181518 45 181558 85 181598
6 181519 46 181559 86 181599
7 181520 47 181560 87 181600
8 181521 48 181561 88 181601
9 181522 49 181562 89 181602
10 181523 50 181563 90 181603
11 181524 51 181564 91 181604
12 181525 52 181565 92 181605
13 181526 53 181566 93 181606
14 181527 54 181567 94 181607
15 181528 55 181568 95 181608
16 181529 56 181569 96 181609
17 181530 57 181570 97 181610
18 181531 58 181571 98 181611
19 181532 59 181572 99 181612
20 181533 60 181573 100 181613
21 181534 61 181574 101 181614
22 181535 62 181575 102 181615
23 181536 63 181576 103 181616
24 181537 64 181577 104 181617
25 181538 65 181578 105 181618
26 181539 66 181579 106 181619
27 181540 67 181580 107 181620
28 181541 68 181581 108 181621
29 181542 69 181582 109 181622
30 181543 70 181583 110 181623
31 181544 71 181584 111 181624
32 181545 72 181585 112 181625
33 181546 73 181586 113 181626
34 181547 74 181587 114 181627
35 181548 75 181588 115 181628
36 181549 76 181589 116 181629
37 181550 77 181590 117 181630
38 181551 78 181591 118 181631
39 181552 79 181592 119 181632
40 181553 80 181593 120 181633
121 181634 158 181671 195 181708
122 181635 159 181672 196 181709
123 181636 160 181673 197 181710
124 181637 161 181674 198 181711
125 181638 162 181675 199 181712
126 181639 163 181676 200 181713
127 181640 164 181677 201 181714
128 181641 165 181678 202 181715
129 181642 166 181679 203 181716
130 181643 167 181680 204 181717
131 181644 168 181681 205 181718
132 181645 169 181682 206 181719
133 181646 170 181683 207 181720
134 181647 171 181684 208 181721
135 181648 172 181685 209 181722
136 181649 173 181686 210 181723
137 181650 174 181687 211 181724
138 181651 175 181688 212 181725
139 181652 176 181689 213 181726
140 181653 177 181690
141 181654 178 181691
142 181655 179 181692
143 181656 180 181693
144 181657 181 181694
145 181658 182 181695
146 181659 183 181696
147 181660 184 181697
148 181661 185 181698
149 181662 186 181699
150 181663 187 181700
151 181664 188 181701
152 181665 189 181702
153 181666 190 181703
154 181667 191 181704
155 181668 192 181705
156 181669 193 181706
157 181670 194 181707
