AGREEMENT
AGREEMENT made this 31st day of December, 1998, by and between Xxxxx
Resources Corporation, a Minnesota corporation, hereinafter referred to as
"Seller" whose address is 0000 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxxx 00000 and
Conjecture Silver Mines, Inc., an Idaho corporation, hereinafter referred to
as "Buyer," whose address is 000 Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, Seller owns certain patented and unpatented mining claims and
leases located in the Alder Gulch area of the Virginia City Mining District
in southwestern Montana as set forth in "Exhibit A" attached hereto and
referred to herein as the "Properties;" and,
WHEREAS, the Buyer has offered to purchase the Properties from the
Seller,
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. Subject to receipt of the purchase price set forth below, Seller
shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase
from Seller, the Properties, together with any easements, rights of way and
water rights, if any, associated therewith. The documents used to convey the
Properties are attached hereto as "Exhibit B."
2. Buyer will pay to Seller the sum of twenty thousand dollars
($20,000). Payment to be made to Seller's account no. 1731 0019 9657 at First
Bank, 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 via wire transfer
not later than December 31, 1998.
3. Upon Seller being notified by First Bank that said funds have been
deposited to its account, Seller will cause executed copies of Exhibit B to
be delivered to Buyer by Seller's attorney, Xxxxxx X. Xxxxxx.
4. Seller warrants that it has good and marketable record title to one
hundred percent of the undivided interest in the patented mining claims
specified in Exhibit A, and all such patented mining claims are owned free
and clear of any and all liens, mortgages, security interests, pledges,
charges, assignments, deeds of trust, encumbrances, options, tax liens,
mechanic's liens, materialmen's liens, or other charges or encumbrances of
any kind. Seller makes no representation or warranty with respect to all or
any of the unpatented mining claims, the portion of a patented placer claim
or the lease specified in Exhibit A.
5. To Seller's knowledge, other than the mining leases identified in
Exhibit A, the Properties are not subject to any leases nor are there any
royalties burdening the Properties. For purposes thereof, the term
"royalties" shall mean all amounts payable as a share of the product or
profit from property, and includes, without limitation, production payments,
minimum royalties, overriding royalties and bonus payments.
6. To Seller's knowledge, Seller is not presently obligated under any
purchase or sale agreements, refining agreements, production agreements,
production payment agreements, operation agreements, participation
agreements, security agreements or any other agreements to make future
deliveries of production attributable to the Properties.
7. Seller also grants a first right of refusal to the Buyer to acquire
the properties described in "Exhibit C" attached hereto. In the event that
Seller intends to sell said properties, Seller will notify Buyer in writing
of such intention to sell; advise Buyer of the selling price; and, Buyer will
have ten days to notify Seller of this intention to acquire such properties.
If payment for said properties is not made by Buyer to Seller within twenty
days thereof, Buyer's right to buy said properties will terminate and Seller
may dispose of the same without further notice to Buyer.
8. Buyer agrees to indemnify and hold Seller safe and harmless from
any and all claims or causes of action which result from Buyer's operation of
the Properties.
9. Jurisdiction and venue of any action which is initiated by either
party to this Agreement will be in the state courts of Madison County, State
of Montana. A prevailing party in such action will be entitled to recover his
costs including a reasonable attorney's fee.
10. The law governing the terms of this Agreement will be that of
Montana.
11. Facsimile signatures may substituted for original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement, the day
and year first above written.
XXXXX RESOURCES CORPORATION
BY: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President, COO
CONJECTURE SILVER MINES, INC.
BY: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx, President
EXHIBIT A
UNPATENTED MINING CLAIMS CONTROLLED BY XXXXX RESOURCES CORPORATION
SUBSIDIARY OF TECH SQUARED, INC.
MADISON COUNTY, MONTANA
Mining Claim
Serial # Number Name of Claim or Site Date of Location Location of Claim
---------- ---------- --------------------- ----------------- -------------------
MTMMC 175329 Don-A-Xxxx No. 2 February 25, 1990 T.6S.,R.3W.,35N1/2
MTMMC 175330 Xxx-X-Xxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00X0/0
T.6S.,R.3W.,35N1/2
MTMMC 175332 Xxx-X-Xxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00X0/0
MTMMC 175333 Jayhill Lode February 25, 1990 T.6S.,R.3W.,35NE1/4
MTMMC 175334 Jayhill No. 1 February 25, 1990 T.6S.,R.3W.,35N1/2
MTMMC 175335 Xxxxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00 ALL
MTMMC 175336 Jayhill No. 3 February 25, 1990 T.6S.,R.3W.,36S1/2
MTMMC 175337 Jayhill No. 4 February 25, 1990 T.6S.,R.3W.,36S1/2
MTMMC 175338 Jayhill No. 5 February 25, 1990 T.6S.,R.3W.,36E1/2
MTMMC 175339 Xxxxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175340 Xxxxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175341 Xxxxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175342 Xxxxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175343 Xxxxxxx Xx. 00 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175344 Xxxxxxx Xx. 00 Xxxxxxxx 00, 0000 X.0X.,X.0X.,00XX0/0
MTMMC 175345 Jayhill No. 12 February 25, 1990 T.6S.,R.3W.,36NE1/4
MTMMC 175346 J/M Lode February 25, 1990 T.7S.,R.3W.,1NW1/4
MTMMC 175347 J/M No. 1 February 26, 1990 T.7S.,R.3W.,1NW1/4
MTMMC 175348 J/M No. 2 February 26, 1990 T.7S.,R.3W.,1NW1/4
MTMMC 175349 J/M No. 3 February 26, 1990 T.7S.,R.3W.,1N1/2
MTMMC 175350 J/M No. 4 February 26, 1990 T.7S.,R.3W.,1N1/2
MTMMC 175351 J/M No. 5 February 26, 1990 T.7S.,R.3W.,1N1/2
MTMMC 175374 Keyhole Lode February 26, 1990 T.7S.,R.3W.,1SE1/4
MTMMC 175375 Keyhole No. 1 February 26, 1990 T.7S.,R.3W.,1SE1/4
T.7S.,R.3W.,12NE1/4
MTMMC 175376 Keyhole Xx. 0 Xxxx Xxxxxxxx 00, 0000 X.0X.,X.0X.,0XX0/0
MTMMC 175377 Keyhole Xx. 0 Xxxx Xxxxxxxx 00, 0000 X.0X.,X.0X.,0X0/0
MTMMC 175378 Butcher Lode February 26, 1990 T.7S.,R.3W.,1 ALL
MTMMC 175379 Butcher Xx. 0 Xxxx Xxxxxxxx 00, 0000 X.0X.,X.0X.,0X0/0
MTMMC 175380 Timboy Lode February 26, 1990 T.7S.,R.3W.,1SE1/4
MTMMC 175381 Timboy Fraction February 26, 1990 T.7S.,R.3W.,1S1/2
MTMMC 175382 Timboy Xx. 0 Xxxx Xxxxxxxx 00, 0000 X.0X.,X.0X.,0XX0/0
MTMMC 175383 Xxxxxx Xxx Fraction February 26, 1990 T.7S.,R.3W.,12N1/2
MTMMC 175384 "New Winnetka" February 26, 1990 T.7S.,R.3W.,1S1/2
MTMMC 175385 Monidah Lode February 26, 1990 T.7S.,R.3W.,1SW1/4
MTMMC 175386 Xxxxx Xx. 0 Xxxxxxxx 00, 0000 X.0X.,X.0X.,0XX0/0
T.7S.,R.3W.,12NW1/4
MTMMC 175387 St. Xxxx Extension February 26, 1990 T.7S.,R.3W.,1W1/2
MTMMC 175388 Fortune Fraction February 28, 1990 T.7S.,R.3W.,1SE1/4
MTMMC 175389 Fortune Lode February 28, 1990 T.7S.,R.3W.,12NE1/4
MTMMC 175390 Fortune Xx. 0 Xxxx Xxxxxxxx 00, 0000 X.0X.,X.0X.,0XX0/0
MTMMC 175401 El Fortuna Lode February 28, 1990 T.7S.,R.2W.,7NW1/4
T.7S.,R.3W.,12NE1/4
MTMMC 175402 El Fortuna No. 1 February 28, 1990 T.7S.,R.2W.,6SW1/4
T.7S.,R.2W.,7NW1/4
T.7S.,R.3W.,1SE1/4
T.7S.,R.3W.,12NE1/4
MTMMC 175407 El Fortuna No. 5 February 28, 1990 T.7S.,R.2W.,6SW1/4
MTMMC 175410 Xxxxx Fraction February 25, 1990 T.6S.,R.3W.,35W1/2
MTMMC 175414 Xxxxx No. 4 February 25, 1990 T.6S.,R.3W.,35SE1/4
MTMMC 175415 Xxxxx No. 5 February 26, 1990 T.6S.,R.3W.,35SE1/4
T.6S.,R.3W.,36SW1/4
MTMMC 175416 Xxxxx No. 6 February 26, 1990 T.7S.,R.3W.,1SE1/4
T.7S.,R.3W.,2NE1/4
MTMMC 175417 Xxxxx No. 7 February 26, 1990 T.7S.,R.3W.,1NE1/4
MTMMC 175418 Xxxxx No. 8 February 26, 1990 T.7S.,R.3W.,1NE1/4
MTMMC 175419 Xxxxx No. 9 February 26, 1990 T.7S.,R.3W.,1NE1/4
MTMMC 175420 Xxxxx No. 10 February 26, 1990 T.7S.,R.3W.,1NE1/4
MTMMC 175421 Xxxxx No. 11 February 26, 1990 T.7S.,R.3W.,1E1/2
MTMMC 175422 Xxxxx No. 12 February 26, 1990 T.7S.,R.3W.,1E1/2
MTMMC 175423 Xxxxx No. 13 February 26, 1990 T.7S.,R.3W.,1E1/2
MTMMC 175424 Xxxxx No. 14 February 26, 1990 T.7S.,R.3W.,1SE1/4
MTMMC 175433 Xxxxx No. 30 February 25, 1990 T.6S.,R.3W.,28SE1/4
T.6S.,R.3W.,35NE1/4
MTMMC 175434 Xxxxx No. 31 February 25, 1990 T.6S.,R.3W.,28SE1/4
T.6S.,R.3W.,35SW1/4
MTMMC 175435 Xxxxx No. 32 February 25, 1990 T.6S.,R.3W.,26SW1/4
MTMMC 175436 Xxxxx No. 33 February 25, 1990 T.6S.,R.3W.,26SE1/4
MTMMC 175437 Xxxxx No. 34 February 25, 1990 T.6S.,R.3W.,26SE1/4
MTMMC 175438 Xxxxx No. 35 February 25, 1990 T.6S.,R.3W.,26SE1/4
MTMMC 175439 Xxxxx No. 36 February 25, 1990 T.6S.,R.3W.,26SE1/4
MTMMC 175440 Xxxxx No. 37 February 25, 1990 T.6S.,R.3W.,26SW1/4
Lease
That certain metalliferous lease designated as lease number M-1829-91 dated
effective July 25, 1991 by and between the Department of State Lands of the
State of Montana, as lessor, and Xxxxx Resources Corporation, as lessee,
covering the lands located in Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 0 Xxxx,
Xxxxxxx Xxxxxx, Xxxxxxx.
A-5
Xxxxx Mines & Metals Corporation
a Minnesota corporation
Patented Mining Claims
St. Xxxx, Mineral Survey 5984, Patent No. 34690
Butcher Gulch Placer, Tract 3 of Book 7 Surveys, Page 253, containing 20,463
[illegible]
Xxxxxx Xxx, Mineral Survey 9722, Patent No. 491535
Alder Fraction, Mineral Survey 9722, Patent No. 491535
Prescot, Mineral Survey 9722, Patent No. 491535
Malta, Mineral Survey 9722, Patent No. 491535
ASSIGNMENT OF MINING CLAIMS AND LEASE
This Assignment of Mining Claims and Lease (the "Assignment") is made
effective as of ______ December, 1998, by and between Xxxxx Resources
Corporation, a Minnesota corporation (hereinafter referred to as "Assignor"),
whose address is 0000 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxxx 00000, and
Conjecture Silver Mines, Inc., an Idaho corporation (hereinafter referred to
as "Assignee"), whose address is 000 Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx
00000.
RECITALS
A. Assignor owns certain unpatented mining claims and a lease located
in the Alder Gulch area of the Virginia City Mining District in southwestern
Montana. Such claims and leases are more specifically identified in Exhibit
"A" annexed to and made a part of this Assignment.
B. Assignor has determined to sell and assign such claims and lease to
Assignee, and Assignee has offered to buy the same from Assignor, for the
consideration and on the terms and conditions set forth in that certain asset
purchase agreement dated as of December ____, 1998.
NOW THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor does hereby sell, assign, transfer and convey unto
Assignee all of Assignor's right, title and interest in and to the unpatented
mining claims and lease more specifically identified on Exhibit "A," together
with any and all easements, rights of way and water rights of way and water
rights, if any, associated therewith.
Executed and effective as of the date first above written.
SELLER
XXXXX RESOURCES CORPORATION
BY:
-------------------------------
Its
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STATE OF MINNESOTA )
) ss.
County of Hennepin )
On this ______ day of December, 1998, before me, the undersigned, a
Notary Public for the State of Minnesota, personally appeared _______________,
known to me personally to be the ________________ of Xxxxx Resources
Corporation, the corporation whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same on behalf of said
corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my hand and affixed my
notarial seal the day and year in this certificate first above written.
-----------------------------------
NOTARY PUBLIC, In and for the State
of Minnesota, residing at
-----------------------------------
My Commission expires:
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