EXHIBIT NO. 4.1
PURCHASE AGREEMENT
THIS AGREEMENT, made this 31ST day of JANUARY, 1997, by and between
Verdstone -Stirrup Creek Minerals Ltd. (SELLER), and New Concept Mining Inc.
(BUYER).
RECITALS
A. The SELLER(s) own and possess certain waste dumps situated on patented
property located in Kingston Canyon, Nevada and more particularly described
as follows:
Waste dumps in excess of 100,000 tons created from the mining of the
Xxxxxxxxx Mine. Said waste dumps are on patented mining property located in
Section 27, Township 16 North, Range 43 East, MDM, in the Kingston Mining
District, Lender County, Nevada. This Agreement is made exclusive of any
right or title to the premises on which the waste dumps are located.
B. The foregoing waste dumps, together with all areas and the right to
delineate, develop and move this same along with other interest, appurtenant
thereto, shall be referred to collectively as the "Property".
C. The parties now desire to enter into an Agreement giving Buyer the
exclusive right to delineate, develop and remove the Property and further
granting to Buyer the exclusive option to purchase the Property.
THEREFORE, in consideration of the mutual rights and obligations set
forth herein, the parties have agreed as follows.
SECTION ONE
PURCHASE AGREEMENT
1.1 PURCHASE OF WASTE DUMPS. Sellers hereby grant to Buyer the right to
purchase, remove, and mill the Property as set forth in this section.
1.2 PAYMENTS. In consideration of this Purchase Agreement, Buyer shall make
the following payments to Seller:
1.3 BINDING PAYMENT. Commencing January 31, 1997, the sum of One Thousand
Dollars ($1,000.00) shall be paid to Sellers in order to bind this
Agreement. All payments shall be applied to the purchase price as
described below.
1.4 PRODUCTION PAYMENTS. Buyer agrees to purchase from Verdstone - Stirrup
Creek Minerals Ltd. suitable waste dump material at the rate of Eight
($8.00) dollars per ton delivered at its sole expense to the Manhattan
Millsite located in Manhattan, Nevada. Representative trucks will
be weighed at a certified scale in order to obtain accurate tonnage
and volume estimates for the Property delivered to the mill. Xx. Xxxx X.
Xxxxx, 0000 Xxxxxxx Xxx, Xxxxxxxxxx, Xxxxxxxxxx, 00000 XXX will receive
10% of the proceeds ($.80 per ton) of this Agreement. Payment of this
supervisory fee will be made by Verdstone - Stirrup Creek Minerals Ltd.
1.5 METHOD OF PAYMENT. Production payments shall be made not later than
Sixty (60) days after the Buyer removes the waste dump material from
the Xxxxxxxxx Mine Site. All payments shall be accompanied by a
statement explaining the manner in which the payment was calculated.
1.6 PHYSICAL WORK. Upon binding of this Agreement, Buyer shall be give
free access to the Property for any and all purposes associated with
breaking, removal, and mailing of the Property. Execution of this
Agreement also conveys to Buyer the right to immediately commence any
and all necessary operations incident to the breaking, removal, and
milling of the Property as set forth in this Agreement.
Applicable road use permits will be obtained from the United States Forest
Service along with placement of necessary reclamation bonding prior to
commencement of breaking removal, and milling of the Property.
1.7 DELIVERY OF DATA. Buyer will maintain accurate estimates of tonnage and
will also furnish Seller with copies of all such records.
1.8 DURATION OF AGREEMENT. This Agreement will remain in effect from the
date of the Agreement for a period of 190 days. This Agreement may
be renewed in increments to 190 days each at the manual consent of the
parties.
SECTION TWO
MINING OPERATIONS
2.1 RIGHT IS DELINEATE, DIVISION, AND REMOVE. Following execution of this
Agreement, Buyer shall have the right to make geological investigations and
surveys, to make ready for haulage of the Property by any means, and to
have all the rights and privileges incident to ownership of the Property
including without limitation the right to extract by any means, remove,
save, mill, concentrate, treat and sell or otherwise dispose of area,
concentrates, mineral-breaking earth and rock, and other products
therefrom.
2.2 CONDUCT OF WORK. Buyer shall perform its activities on the Property in
accordance with good mining practice, and shall comply with the applicable
worker's compensation laws of the State of Nevada.
2.3 INSTALLATION OF EQUIPMENT. Buyer may install, maintain, replace and remove
during the term of this Agreement any and all mining machinery, equipment,
tools and facilities which it may desire to use in connection with its
mining activities on the Property. Upon termination of this Agreement for
any reason, Buyer shall have a period of Thirty (30) days following such
termination during which they may remove all of the above items at its sole
cost and expense.
2.4 REPORTS. Buyer shall provide Sellers with all data generated from its
activities, including maps, essays, metallurgical tests and so forth, and
such data shall be furnished upon completion and termination of this
Agreement.
SECTION THREE
INSPECTION BY SELLER
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3.1 INSPECTION OF PROPERTY. Sellers, or their authorized agent or
representative, shall be permitted to enter upon the mining claims at all
reasonable times for the purpose of inspection, but shall enter so as not
to hinder reasonable operations of Buyer, Sellers shall indemnify and hold
harmless Buyer from any damage, claim or demand by reason of injury to
Sellers or their agents of representatives on said Property, except by
negligence of Buyer.
3.2 INSPECTION OF ACCOUNTS. Buyer agrees to keep accurate books of account
reflecting the mining operations, and Sellers shall have the right, either
personally or through a qualified accountant of their choice, to examine
and inspect the books and records of Buyer pertaining to the mining,
milling, shipping operations of Buyer in connection with the disposition
of the Property.
SECTION FOUR
NOTICES AND PAYMENTS
4.1 NOTICES. All notices to Buyer or Sellers shall be in writing or telegram
and may be sent by certified or registered mail, return receipt requested,
to the address below. Notice of any change in addresses shall be given in
the same manner.
TO SELLERS: Verdstone - Stirrup Creek Minerals Ltd.
Xxxxxxx Xxxxxx, Xxxxx 000 - 0000 000xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
TO BUYER: New Concept Mining Inc.
X.X. Xxx 00
Xxxxxxxxx, Xxxxxx 00000
4.2 PAYMENTS. All payments required shall be paid to: Sellers' addresses as
shown above or as otherwise directed by Sellers. All payments shall be in
lawful currency of the United States of America.
SECTION FIVE
WARRANTY OF TITLE
5.1 WARRANTY. Sellers expressly warrant that they are the Sellers of the
Property described in Recital A and that the Property is free from liens
and encumbrances; and that Sellers have and will continue to have the
right to commit said Property to this Agreement.
SECTION SIX
MISCELLANEOUS PROVISIONS
6.1 BINDING EFFECT. This Purchase Agreement shall insure to the benefit of
and be binding upon the parties herein, their respective heirs, executors,
administrators, successors and assigns.
6.2 LAW. The terms and provision of this Purchase Agreement shall be
interpreted in accordance with the laws of the State of Nevada.
6.3 RECORDING MEMORANDUM OF AGREEMENT. The parties hereto agree to execute a
Memorandum of this Agreement (short form) for the purpose of recording same
on the records of Xxx County, Nevada,
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so as to give public notice, pursuant to the laws of the State of Nevada,
of the existence of this Agreement.
6.4 VOID OR INVALID PROVISION. If any term, provision, covenant or condition
of this Purchase Agreement or any application thereof, should be held by
a court of competent jurisdiction to be invalid, void or unenforceable,
all provisions, covenants and conditions of this Purchase Agreement and
all applications thereof not held invalid, void or unenforceable, shall
continue in full force and affect and shall in no way be affected,
impaired, or invalidated thereby.
6.5 TIME OF THE ESSENCE. Time is of the essence of this Purchase Agreement and
each and every part thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement on the day and year first above written, Execution may be in
counterparts.
SELLERS BUYER
Verdstone - Stirrup Creek Minerals Ltd. New Concept Mining Inc.
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Xxxxxxx Xxxxxx - Xxxxx 000 - 0000 000xx Xx. X.X. Xxx 00
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Surrey, British Columbia, Canada V4A 9E3 Xxxxxxxxx, Xxxxxx 00000
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/s/ XXXX X. XXXXXX, P. ENG. By: /s/ XXXX X. XXXXXX
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(Director - VGC & SCU) Xxxx X. Xxxxxx, President/
CEO New Concept Mining Inc.
STATE OF NEVADA )
) ss.
County of ____________________ )
On this _________________ day of ______________________, 19___ personally
appeared before me, a Notary Public ________________________________known to
me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the executed the within instrument.
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Notary Public
STATE OF NEVADA )
) ss.
County of ____________________ )
On this _________________ day of ______________________, 19___ personally
appeared before me, a Notary Public ________________________________known to
me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the executed the within instrument.
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Notary Public
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