ASSIGNMENT AGREEMENT
OF
MINING PROPERTIES AND/OR MINERAL CLAIMS
METS III MINING LEASE
TOODOGGONE DISTRICT GOLD CAMP, TENURE NUMBER 314708
BY AND BETWEEN:
GOLDTECH MINING CORPORATION,
a Washington Corporation
c/o Law Offices of Xxxxx X. Xxxxxxx
0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
OF THE FIRST PART
AND:
GOLDTECH MINING CORPORATION,
a Nevada Corporation
c/x Xxxx Systems, Inc.
0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
OF THE SECOND PART
THIS ASSIGNMENT AGREEMENT IS ENTERED INTO THIS 10th DAY OF NOVEMBER 2003
WHEREAS: Goldtech Mining Corporation, the Washington corporation
("Goldtech-Wa"), entered into an Asset Acquisition Agreement as of this date
with Goldtech Mining Corporation, a Nevada corporation ("GMNC") to sell to GMNC,
the Mets III Mineral Lease ("Property"), commonly referred to as METS III Mining
Lease and located in District Xxx 0000, Xxxxxxx Xxxxxxxx, Xxxxx Mining Division,
Tenure # 314708 according to the Official Plan 9-Tube 1601, Toodoggone Mining
District Gold Camp. The Property's legal description is attached to this Mining
Property/Claim Assignment Agreement as Exhibit "A".
WHEREAS: GMNC desires to take title to the Property sold by
Goldtech-Wa to GMNC, pursuant to the Asset Acquisition Agreement entered into
November 10, 2003.
WARRANTIES:
GOLDTECH-WA WARRANTS THE FOLLOWING:
(1) Goldtech-Wa warrants that it is a corporation in good standing in the
State of Washington.
(2) That the Property was obtained pursuant to an executed Purchase and
Sale Agreement, attached to this Assignment Agreement as Exhibit "B",
entered into June 27, 2003, whereby Goldtech-Wa purchased the Property
from Mr. Xxxxxx Xxxxxxx, Mining Surveyor, of Vancouver, British
Columbia, Canada. Mr. Xxxxxx Xxxxxxx warranted that the Property is
free and clear of any claims, liens, judgments or any other encumbrance
that may currently cloud good title and that the titles can be filed by
GMNC or their assigns.
(3) Goldtech-Wa warrants that it has the capacity and ability by and
through its Board of Directors to assign title to the
Property without reservation.
(4) Goldtech-Wa warrants that all information regarding the
aforementioned Property is true and correct to the best of its
knowledge and collected and prepared in good faith.
GMNC WARRANTS THE FOLLOWING:
(1) GMNC warrants that it is a corporation in good standing in the State of
Nevada.
(2) GMNC is a publicly held corporation, fully reporting under the
Securities Act of 1934 and in good standing in its regulatory filings.
(3) GMNC warrants that it has the capacity and ability by and through its
Board of Directors to take title to the Property. (4) GMNC warrants
that all information provided to Goldtech-Wa is true and correct to the
best of its knowledge and collected
and prepared in good faith.
Sign and dated this 10th day of November 2003
Assigned by:
----------------------------------------------
Goldtech Mining Corporation,
a Washington corporation, by Xxxxx X. Xxxxxxx, Director
Assignor
To:
----------------------------------------------
Goldtech Mining Corporation,
a Nevada corporation, accepted by
Xxxxx Xxxxxx, President - Board Chairman
Exhibit A - The Property
The legal description of the METS III Mining Lease:
District Xxx 0000, Xxxxxxx Xxxxxxxx, Xxxxx Mining Division, Tenure # 314708
according to the Official Plan 9-Tube 1601, Toodoggone Mining District Gold
Camp, as recorded in the office of the Ministry of Mines, British Columbia,
Canada. This Mining Lease is the subject of this Mining Property/Claim
Assignment Agreement.
Exhibit B -
Purchase and Sale Agreement entered into June 27, 2003
ASSIGNMENT AGREEMENT
OF
MINING PROPERTIES AND/OR MINERAL CLAIMS
SILVER CUP PROPERTIES
BY AND BETWEEN:
GOLDTECH MINING CORPORATION,
a Washington Corporation
c/o Law Offices of Xxxxx X. Xxxxxxx
0000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
OF THE FIRST PART
AND:
GOLDTECH MINING CORPORATION,
a Nevada Corporation
c/x Xxxx Systems, Inc.
0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
OF THE SECOND PART
THIS ASSIGNMENT AGREEMENT IS ENTERED INTO THIS 10th DAY OF NOVEMBER 2003
WHEREAS: Goldtech Mining Corporation, the Washington corporation
("Goldtech-Wa"), entered into an Asset Acquisition Agreement as of this date
with Goldtech Mining Corporation, a Nevada corporation ("GMNC") to sell to GMNC,
the Silver Cup Properties ("Property"), located in the Revelstoke Mining
Division, British Columbia, Canada. The Property consists of 85 mineral claim
units legally described in 40 filed titles of the subject claims as filed with
the Ministry of Mines, British Columbia, Canada by Xxxxxxx as Client #125763.
These 40 filed titles of the subject claims are located on over 4400 acres, in
region of Revelstoke, British Columbia, Canada. These 85 mineral claims
contained within their 40 legal descriptions and/or filed titles are attached to
this Assignment Agreement as Exhibit "A".
WHEREAS: GMNC desires to take title to the Property sold by
Goldtech-Wa to GMNC, pursuant to the Asset Acquisition Agreement entered into
November 10, 2003.
WARRANTIES:
GOLDTECH-WA WARRANTS THE FOLLOWING:
(1) Goldtech-Wa warrants that it is a corporation in good standing in the
State of Washington.
(2) That the Property was obtained pursuant to an executed Purchase and
Sale Agreement, attached to this Assignment Agreement as Exhibit "B",
entered into April 21, 2003, whereby Goldtech-Wa purchased the Property
from Mr. Xxxxxx Xxxxxxx, Mining Surveyor, of Vancouver, British
Columbia, Canada. Mr. Xxxxxx Xxxxxxx warranted that the Property is
free and clear of any claims, liens, judgments or any other encumbrance
that may currently cloud good title and that the titles can be filed by
GMNC or their assigns.
(3) Goldtech-Wa warrants that it has the capacity and ability by and
through its Board of Directors to assign title to the Property
without reservation.
(4) Goldtech-Wa warrants that all information regarding the
aforementioned Property is true and correct to the best of its
knowledge and collected and prepared in good faith.
GMNC WARRANTS THE FOLLOWING:
(1) GMNC warrants that it is a corporation in good standing in the State of
Nevada.
(2) GMNC is a publicly held corporation, fully reporting under the
Securities Act of 1934 and in good standing in its regulatory filings.
(3) GMNC warrants that it has the capacity and ability by and through its
Board of Directors to take title to the Property. (4) GMNC warrants
that all information provided to Goldtech-Wa is true and correct to the
best of its knowledge and collected
and prepared in good faith.
Signed and dated this 10th day of November 2003
Assigned by:
---------------------------------------------
Goldtech Mining Corporation,
a Washington corporation, by Xxxxx X. Xxxxxxx, Director
Assignor
To:
---------------------------------------------
Goldtech Mining Corporation,
a Nevada corporation, accepted by
Xxxxx Xxxxxx, President - Board Chairman
Exhibit A - The Property
Exhibit A - The Property
All of the 40 titles attached hereto as "Client Number 125763" as a printout
from the official website of the Minister of Mines, British Columbia Canada and
designated with the location "Revelstoke" are the legal descriptions and/or
subject titles to the Silver Cup Properties. These 85 mining claim units
contained in 40 titles are the subject of this Mining Property/Claim Assignment
Agreement.
Exhibit B -
Purchase and Sale Agreement entered into April 21, 2003
