ASSET ACQUISITION AGREEMENT
THIS AGREEMENT made as of this 26th day of March 2004 has an effective date of
April 5, 2004.
BETWEEN:
SOLID RESOURCES LTD., an Alberta Corporation
#128, 0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxx X0X 0X0
(hereinafter referred to as "Solid")
OF THE FIRST PART
AND
GOLDTECH MINING CORPORATION, a Nevada Corporation c/o Law
offices of Xxxxx X. Xxxxxxx 0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
"Goldtech")
OF THE SECOND PART
WHEREAS Solid has assembled a group of mineral claims situated in the Golpejas
Area, Salamanca Castilla y Xxxx Region in Spain with respect to which Solid is
the recorded and beneficial owner subject to the provisions of the Spanish
Mining Regulations; the perimeters of which are outlined in Schedules A and B
and are hereinafter referred to as the "Golpejas Concessions" or the "Property".
AND WHEREAS Solid will sell 100% of their rights, title and interest in the
Golpejas Concessions to Goldtech, which amounts to one hundred percent (100%) of
the Golpejas Concessions.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:
1. In consideration of Goldtech performing a minimum of $600,000 U.S. of
recordable exploration work on the Property by September 15, 2007
(breakdown of required work expenditures as follows), a cash payment of
$25,000.00 U.S. to be paid to Solid by Goldtech within 60 days of
signing this agreement, AND a twenty-five (25%) percent carried
interest in the property, Goldtech shall acquire all rights, title and
interest in the Golpejas Concession
(100%) interest in the Property. The carried interest entitles Solid to
25% of profits after all costs or production or 25% of the proceeds in
the event the property is sold.
The minimum recordable exploration work which Goldtech undertakes to
expend on the Property is as follows:
$ 150,000 U.S. by September 15, 2004 (drilling and other related costs)
$ 150,000 U.S. by September 15, 2005 (drilling and other related costs)
$ 150,000 U.S. by September 15, 2006 (drilling and other related costs)
$ 150,000 U.S. by September 15, 2007 (infill drilling and feasibility study)
Totalling $600,000 U.S. by September 15, 2007
In the event Goldtech fails, refuses or is otherwise unable to make the
expenditures in accordance with the above schedule ownership in the
property will revert to Solid.
2. Solid shall retain a twenty-five percent (25%) carried interest in the
Property and shall be responsible for managing all exploratory work and
obtaining the necessary work permits needed from time to time on the
Property, subject to Goldtech's approval on the work to be performed from
time to time. For a twenty-four (24) month period from the date of signing
of this Agreement, Solid has the exclusive right to convert any part of or
all of its twenty-five percent (25%) carried interest for up to 5,000,000
common shares of Goldtech at a rate of 200,000 shares for each 1% of the
carried interest. Goldtech undertakes to register the shares issued to
Solid with the Securities and Exchange Commission in order to remove any
trading restrictive legend which must be imposed at the time of issuance
according to law. The restrictive legend is removed upon the effective date
of the registration statement filed with the Securities and Exchange
Commission, and all of the shares of common stock registered in that
statement will become "free-trading" in the public marketplace.
THE SECURITIES WHICH MAY BE ISSUED AS PER THIS AGREEMENT
AND REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A)
TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS, (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D)
IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS UPON THE DELIVERY
OF A LEGAL OPINION, REASONABLY SATISFACTORY TO THE ISSUER, TO THE
FOREGOING EFFECT.
In the event of any restructuring of Goldtech's issued and outstanding
shares of common stock which would result in a forward split or reverse
split of the shares of common stock of Goldtech, then the 5,000,000
shares of common stock offered to Solid in return for Solid's 25%
interest in the Golpejas Property would be adjusted accordingly. A
forward split of 2 post-split shares of common stock for 1 pre-split
share of common stock would result in Solid receiving the option to
convert their 25% carried interest in the Golpejas Property into
10,000,000 shares of common stock.
3. As Manager of Exploration, Solid will prepare a budget every six months
for approval by Goldtech for the work to be carried out annually, and
will report the progress on a monthly basis. Monthly reports will
include a geological assessment and work recommendation of the work
performed including diamond drill results and a financial accounting
against budget. Contracts made with third parties for work or services
shall require approval by Goldtech before signing the contract,
especially diamond drill contracts.
Solid, as the Manager shall be responsible for maintaining books and
account for the exploration work and Goldtech shall have the right to
review them on reasonable notice. Goldtech. will have the right to
monitor the work by an independent consulting geologist, and retains
the right to assume direct management of exploration upon giving Solid
60 days written notice after the second year from the signing of this
Agreement and prior to exercise of their right to convert their 25%
carried interest into Goldtech shares.
4. As Manager, Solid shall receive a management fee of 10% of funds
expended exclusive of third party contract, payable monthly.
5. Without further consideration to Solid, Goldtech shall be at liberty to
stake additional claims adjacent to or in close proximity to the
Golpejas Concessions, and Solid shall co-operate with Goldtech in such
staking if so requested by Goldtech. Provided, however, that Solid or
its agents agree not to stake additional claims within three (3) miles
from the borders of the Golpejas Concessions without first obtaining
the written consent of Goldtech. Any claims so staked by Goldtech or by
Solid shall become subject to the terms and conditions of this
Agreement and, upon termination of this Agreement for any reason
whatsoever, shall be transferred into the name of Solid free and clear
of any and all encumbrances.
6. The parties hereto agree that once this Agreement is executed by both
parties, and after Goldtech has formed their own Spanish Company (to be
named "Goldtech Mining Corporation of Spain') approved by the Spanish
authorities, Solid shall be and is hereby required to transfer unto
Goldtech or its nominee, title to a one hundred percent (100%) interest
in the Golpejas Concessions free and clear of all and any encumbrances.
7. Upon the transfer of the Property to Goldtech Mining Corporation of
Spain, Goldtech agrees to pay USD $20,000.00 to Xxxx Spat and USD
$20,000.00 to Xxxxxxx Xxxxxx.
8. Goldtech shall, throughout the continued existence of this Agreement,
at its sole expense be responsible for funding all annual or assessment
work that is required to be performed to maintain the Golpejas
Concessions in good standing and Solid as a Manager shall be
responsible to perform and to file proof of the performance of such
work and pay all moneys, taxes or other levies as may be necessary to
maintain the Golpejas concessions in good standing according to Spanish
Mining Regulations.
9. Goldtech shall fund and Solid as manager shall promptly pay all wages
for work done on the Golpejas Concessions and comply with all laws,
according to Spanish rules, pertaining to any work done on the claims
and shall maintain and effect Worker's Compensation insurance coverage.
Goldtech as the source of funds and Solid as Manager shall be jointly
liable for anything done or omitted to be done on the mineral claims
during the currency of this Agreement.
10. In the event that Goldtech chooses to terminate this Agreement
for any reason whatsoever, Goldtech shall deliver to Solid all
geological maps, reports, opinions as well as assay and other
test results within six (6) months of abandonment or
termination thereof.
11. Goldtech covenants and agrees that in the event it elects to
terminate this Agreement, to pay the necessary fees in lieu of
work or to file the necessary paper work with the Mining
Recorder for the period covered by this Agreement in order to
maintain the Golpejas Concession in good standing under the
Spanish Mining Regulations as at the date of termination.
12. Solid warrants and represents to Goldtech with respect to the
Golpejas Concessions as follows:
(a) that Solid is the sole beneficial owner of the Concessions by way of an
option and has the right to transfer them to a third party;
(b) that the Concessions have been duly and properly located and
recorded pursuant to the provisions of the Spanish Mining
Regulations;
(c) that the Claims are in good standing and will remain in good
standing to the lapse date set forth in Schedule "A"; (d) that
no other person, firm or corporation has any right or
agreement capable of becoming a right to option to a third
party
the Concessions or any interest in them;
(e) that the Concessions are free and clear of all liens, charges or
encumbrances of whatsoever nature and kind, and Solid has done
(f) No act nor failed to do anything which would result in the filing of
any lien or other charge upon or against the Concessions.
(g) That Solid has not nor will do any act to encumber or otherwise deal
with the mineral Concessions between the date hereof and the recording
of any transfer of the mineral concessions which may be required
pursuant to the exercise of this Agreement by Goldtech.
13. During the continuance of this Agreement, Goldtech as source of funds
and Solid as Manager shall have exclusive possession of the Golpejas
Concessions with the right by themselves and their agents, employees
and contractors to enter on the concessions and to perform thereon such
prospecting, exploration, testing, mining or ore removal operations as
may from time to time be deemed advisable, subject to the approval of
the Spanish Government.
14. Goldtech shall have the right to assign this Agreement to an Assign who
shall thereafter be bound by all the terms and conditions of the
Agreement as standing in the place of Goldtech.
15. Time shall be of the essence of this Agreement, provided however, that
notwithstanding anything to the contrary contained herein, it is agreed
that if Goldtech and its agents should, at any time or times during the
currency of the rights and options granted to it pursuant to this
Agreement, be delayed in or prevented from carrying on Mining Operations on
the Golpejas Concessions in such manner as it desires, which delays or
preventions are caused by any cause beyond the reasonable control of
Goldtech (including, without limiting the generality of the foregoing, acts
of God, strikes, lockouts or other labour or industrial disturbances,
interruptions by government or court orders, future orders of any
regulatory body having jurisdiction, failure or inability to secure fuel,
power, materials, contractors or labour, landslides, lightning, weather
conditions materially preventing or impairing work, earthquakes, fires,
storms, floods, washouts or explosions). The period of all such delays --
And shall extend the time within which Goldtech may exercise its rights
and/or perform its obligations hereunder.
16. Any notices desired or required to be given hereunder shall be given in
writing and shall be effectively given if delivered to the intended
recipient personally or if delivered to the address specified below, or
if sent by pre-paid registered post mailed from any point in Canada to
the intended recipient at the address specified below, or any such
other addresses may be supplied from time to time for the purposes of
this Agreement. A notice delivered personally or to such address shall
be deemed given on the date of delivery. A notice sent by pre-paid post
shall be deemed delivered on the seventh (7th) day following the date
of posting the notice. The notices shall be sent or delivered as
follows:
In the case of Solid to:
Attention: Xx. Xxxxx Xxxxxx, President
Solid Resources Ltd.
#000, 0000 Xxxxxxxxx Xxxx.
Xxxxxxxx Xxxx, Xxxxxxx X0X 0X0
In the case of Goldtech to:
Attention: Xxxxx Xxxxxxx
GOLDTECH MINING CORPORATION
C/O Law Offices of Xxxxx X. Xxxxxxx
0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx, XXX 00000
17. All other agreements entered into between Solid and Goldtech prior
to the date of this agreement, either verbal or written, are null
and void.
18. This Agreement shall enure to the benefit of and be binding upon
the parties hereto, their respective successors and assigns.
19. This Agreement is subject to the approval of the relevant
regulatory authorities.
20. In the even of a dispute the parties agree to the venue of the
Province of Alberta, Canada.
21. This Agreement may be signed in counterparts and the Agreement
shall have the same force and effect if signed as originals.
IN WITNESS WHEREOF the parties hereto have hereunto affixed their hands and
seals on the day and year first above written.
SOLID RESOURCES, LTD.
By Xxxxx Xxxxxx, President and CEO
GOLDTECH MINING CORPORATION
By Xxxxx Xxxxxxx, President and Board Chairman
