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Exhibit 10. (iii)
MANHATTAN MINING PROPERTY AGREEMENT
This Agreement is entered into this second day of March, 1989, by and between
Argus Resources, Inc., a Nevada corporation, Argus Mines, Inc., a Nevada
corporation, hereinafter referred to collectively as "Argus," and Nevada
Manhattan Mining, Incorporated (formerly Epic Enterprises Ltd.), a Nevada
corporation, hereinafter referred to as "Manhattan."
WHEREAS, "Argus" is the owner in fee simple of certain mining claims
which have been located within the Manhattan Mining District and as further
specified in the "Lease and Option to Purchase Agreement" executed November 15,
1982, as shown in Exhibit 2 of the "Mining Agreement" dated April 4, 1987, and
as amended on February 1, 1983; and
WHEREAS, "Argus" has leased said mining claims with an option to
purchase to Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx as Trustee of Xxxxxxx X. Xxxxx
and Associates, and Xxxxx Exploration Corporation, hereinafter referred to
collectively as "Xxxxx"; and
WHEREAS, "Xxxxx" has sub-leased the property and assigned the option to
purchase to "Manhattan;" and
WHEREAS, additional disputes have arisen between the parties pursuant
to the terms of the lease agreement; and
WHEREAS, the parties are desirous of resolving said disputes;
NOW THEREFORE, in mutual consideration of the promises of the parties
and other valuable consideration, receipt of which is hereby acknowledged,
"Argus" and "Manhattan" hereby agree as follows:
1. "Manhattan" shall pay to "Argus" the sum of $25,000.00 concurrent with
the execution of this Agreement.
2. "Manhattan" shall pay to "Argus" the additional sum of $165,000.00 at
nine percent (9%) interest per annum in equal monthly installments of $7,500.00
or more per month until the entire remaining balance is paid in full; all
payments are due on or before the fifteenth day of each month beginning with
the payment due on April 15, 1989.
3. Payment date is the date by which payment must be received by "Argus."
There shall be a five (5) day grace period before any payment is considered to
be late and in default per Paragraph 4, below.
4. Providing there is no default in the payment of any installment due,
there will be no late fee; however, in the event of a default in the payment of
any installment due, a $375.00 late fee shall be charged for each and any
payment that is late from the date of this Agreement until the remaining
balance is paid in full.
5. "Manhattan" hereby warrants that its total number of outstanding shares
of stock is less than 15.6 million shares and further warrants that there are
no more than 50 million shares presently authorized.
6. "Manhattan" further warrants that of the about 15.6 million shares that
are presently outstanding, no more than 1.5 million of said shares are free
trading.
7. "Manhattan" shall further cause the issuance of one (1) million shares
of restricted stock of "Manhattan" within ten (10) calendar days of the
execution of this Agreement to be issued to Argus
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working days after "Manhattan's" merger is completed.
8. Upon receipt of all sums of money set forth in Paragraph 1, above,
together with the stock described in Paragraph 7, above, and the written
agreement set forth in Xxxxxxxxx 00, xxxxx, "Xxxxx" shall cause an undivided
Forty percent (40%) interest in the claims presently shown in the above
referenced "Lease and Option to Purchase Agreement" executed on November 15,
1982, as amended on February 1, 1983, and any and all claims listed in the
"Mining Agreement" of April 4, 1987 to which "Argus" has any rights or interest
to be deeded to "Manhattan."
9. "Manhattan" agrees to accept title of the property by Corporation
Quit Claim deed subject to any exceptions to marketable title which exist as of
the interim binder issued by First American Title Company of Nevada dated
February 19, 1988; "Manhattan" further acknowledges that it is accepting title
to the said property in an "as is" condition except as set forth in Paragraph
10, below.
10. "Argus" warrants that "Argus" will deliver marketable title when
the property is conveyed to "Manhattan" of all the claims listed in the "Lease
and Option to Purchase Agreement" executed on November 15, 1982, as amended on
February 1, 1983, and all other claims to which it has any rights or interest as
described herein.
11. "Argus" and "Manhattan" further acknowledge that "Manhattan" may
wish to purchase title insurance at "Manhattan's" expense upon a portion of said
claims in order to insure their interest in the title to said claims.
12. "Manhattan" shall convey to "Argus" a security interest through a
Note and Deed of Trust in said mining claims conveyed to "Manhattan" by "Argus"
to secure payment of the remaining balance due to the sums set forth above by
"Manhattan" to "Argus" and said Deed of Trust and shall be recorded immediately
following the recordation of the Corporation Quit Claim deed transferring the
property by "Argus" to "Manhattan." The trustee for this Deed of Trust shall
be First American Title Company of Nevada.
13. "Argus" further acknowledges that "Manhattan" has certain
financial obligations to "Xxxxx" and others pursuant to the terms of the
"Mining Agreement" dated April 4, 1987, which Argus ratified; "Argus" grants
to "Manhattan" the authority to collaterally assign its interest in fee title
to "Xxxxx" to secure any payments due and owing to him.
14. "Manhattan" further agrees that it will cause "Xxxxx" or any
assignee to release in writing any interest he has pursuant to the terms of the
existing "Lease and Option to Purchase Agreement" dated November 15, 1982, and
any amendments thereto.
15. Within forty eight (48) months from the date of this Agreement,
"Manhattan" shall invest and/or cause to be invested by an operator a minimum
of $1,000,000.00 in the exploration and development of the property described
herein by reference upon the following minimum investment schedule:
A. $100,000 within the first twelve (12) month period including
a geo-magnetic survey upon said property; "Manhattan" further covenants that
all surveys and assays shall be conducted by licensed and certified surveyors
and assayers.
B. $250,000 within the second twelve (12) month period.
C. $250,000 within the third twelve (12) month period.
D. The balance, a maximum of $400,000 within the fourth twelve
(12) month period.
16. "Manhattan" is responsible for all annual assessment work and
property taxes on the mining claims, and this expense may be included in the
investment required in Paragraph 15, above. Further, said minimum investment
schedule shall be governed by Paragraph 20, below.
17. "Manhattan" shall be the operator of the above described and
referenced property for a period of
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not less than four (4) years from the date of this Agreement providing said
property is operated and put in production as those terms are used in the
industry, pursuant to specific programs and guidelines to be jointly agreed
upon by "Argus" and "Manhattan."
18. "Manhattan" shall be responsible for causing the payment of all
installments on the note, initial drilling, exploration and development costs
until this project is in production or, alternatively, until it ceases to be
the operator. Once in production, normal operating costs will be deducted from
gross receipts before division of revenues by the parties.
19. "Argus" shall be entitled to receive sixty percent (60%) of the
operating income from the property and "Manhattan" shall be entitled to receive
forty percent (40%) of the operating income from the property. In the event of a
joint venture with a mining company/operator, both "Argus" and "Manhattan"
agree that if a reduction in their percentage ownership interests is necessary,
both parties will reduce their holdings proportionately. Both parties agree to
negotiate such a situation in good faith and in a timely manner. If both parties
cannot agree, they shall pick a mutually agreeable third party, or arbitrator,
to negotiate same within thirty (30) days thereafter.
20. The parties further acknowledge that in the event of a default by
"Manhattan" in the payments due to "Argus" under the terms of this Agreement,
"Argus" shall immediately instruct the trustee to institute foreclosure
proceedings against "Manhattan" per Nevada statutes.
21. Upon execution of this Agreement, "Argus" and "Manhattan" hereby
mutually release all of their officers, directors, shareholders and assigns
from any and all claims against the other, whether known or unknown; it is the
express intention and understanding of "Argus" and "Manhattan" to resolve all
past disputes between them pursuant to the terms of the Agreement set forth
herein and for the consideration set forth herein.
22. "Manhattan" agrees that at such time as it may obtain rights and
title to any or all of the mining claims which it is purchasing from "Xxxxx"
pursuant to the "Mining Agreement" dated April 4, 1987, it shall deed a sixty
percent (60%) undivided interest in said claims to "Argus" by Corporation Quit
Claim Deed.
23. "Argus" and "Manhattan" expressly agree that the total of monies
due and payable to "Argus" by "Manhattan" under the terms of this Agreement
are all of the monies owed to "Argus."
24. The parties expressly declare that time is of the essence for all
payments due and owing from "Manhattan" to "Argus" under the terms of this
Agreement.
25. This Agreement shall be interpreted and construed under and by
virtue of the laws of the State of Nevada.
26. Any modification to this Agreement shall only be made by a writing
executed by "Argus" and "Manhattan."
27. The contents of this Agreement may not be disclosed to any third
party until such time as "Manhattan" has complied with Paragraph 14, above.
28. In the event suit is necessary to enforce any provisions of this
Agreement, the prevailing party shall be entitled to reasonable attorneys fees.
29. Any notices sent pursuant to the terms of this Agreement shall be
sent to "Argus" at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx
00000, with a copy to XXXXXXX, XXXXXX & XXXXXXX, 000 Xxxxx Xxxxxx Xxxxx, Xxxxx
X-00, Xxx Xxxxx, Xxxxxx 00000.
30. Any notices sent pursuant to the terms of this Agreement shall be
sent to "Manhattan" at 24007
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30. Any notices sent pursuant to the terms of this Agreement shall be
sent to "Manhattan" at 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxxx, 00000, with a copy to XXXXXXXX & XXXXX, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxx, 00000.
31. The signatories to this Agreement acknowledge that they have the
full coporate authority to execute this Agreement on behalf of "Argus" and
"Manhattan" and further agree to submit certified copies of resolutions of the
respective boards of directors approving the terms of this Agreement within
three (3) days of the date of execution of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the year
and date set forth above.
ARGUS RESOURCES, INC.
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
President
ARGUS MINES, INC.
/s/ XXXX XXXXX
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Xxxx Xxxxx
President
NEVADA MANHATTAN MINING INCORPORATED
/s/ XXXX XXXXX
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Xxxx Xxxxx
Vice-President
