CONTRACT TO PURCHASE MINING PROPERTY
This agreement is entered into on this 18th day of November 1998,
between ORA Management, LLC of 0000 Xxxxxx Xxx, Xxxx Xxxxxxx, Xxxxxxxxxx Xxxxxx,
Wyoming, referred to as buyer, and Nugget Exploration, Inc. and or assigns of
000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxx, Wyoming, a Nevada Corporation referred
to as seller.
SECTION ONE
RECITALS
1. Seller is the owner of certain real property located and
described in Attachment A, Fremont County, Wyoming. This property is referred to
as the property. A map of the property is attached as Attachment B and
incorporated herein by reference.
2. Certain buildings and mining equipment are included with the
property.
3. Buyer desires to purchase and seller desires to sell the property,
together with all equipment, houses and other material, excluding any personal
property belonging to the caretaker. Caretaker (if he is living on the property
at the time of sale) shall be given written notice to vacate by the Buyer.
Caretaker shall have thirty (30) days to vacate the property after receipt of
written notice to vacate from the Buyer.
SECTION TWO
AGREEMENT
In consideration of the mutual covenants contained in this agreement
and other and further consideration, the receipt and sufficiency of which is
acknowledged, seller agrees to sell to buyer, and buyer agrees to purchase from
seller, the property, subject to all liens and encumbrances of record as shown
on Attachment A which is attached and incorporated by reference, together with
the buildings and equipment located on the property for the following price and
on the following terms and conditions:
1. Purchase Price. The purchase price shall be the sum of Six Hundred
and Fifty Thousand Dollars ($650,000.00) allocated as follows:
2. Prior to close of escrow, buyer shall pay to seller a cash down
payment of Five Thousand Dollars ($5,000.00) which shall be held by Teton
Shadows Realty in their escrow account until the time of closing. This deposit
shall be deemed non-refundable 30 calendar days after this contract is signed by
the buyer. The unpaid balance of the purchase price, Six Hundred and Forty Five
Thousand Dollars ($645,000.00) shall be paid at the time of closing.
3. This agreement includes, without limitation, the minerals; mining
rights and other rights in the land as are particularly described in a deed from
Timbabah Mining Company to Nugget Exploration Company Inc. recordedJuly 13, 1981
[in Book 162 of Deeds, at page 741, in the office of the County Recorder of
Fremont County]. Seller does not warranty that this property can be used for any
particular purpose. The Seller will transfer all rights that it has in the
property to the Buyer at the time of closing.
4. The purchase price of the land is Six Hundred and Fifty Thousand
Dollars in immediately available funds, payable in full on execution and
delivery of a deed to the land by seller as provided in this agreement.
5. At the request of buyer, which request may be made at such time as
buyer may deem appropriate, but not later than January 4, 1999, seller shall
execute and deliver a deed conveying to buyer in fee simple, all minerals,
mining rights and other rights of seller in and to the land, free from all liens
and encumbrances, excepting the Willowbrook Ranch grazing right. Taxes will be
prorated as of the date of closing.
6. If Seller cannot convey marketable title to the land to buyer by
January 4, 1999, buyer may cancel this agreement. However, buyer may extend the
time limit for any reasonable time required to permit the perfecting of the
title.
7. The sale of this property does not include the surface grazing right
granted to Willowbrook Ranch Company by Timbabah Mining Company. Buyer
understands that the use of this property is subject to the surface grazing
right. Buyer has seen a copy of the ORDER issued by District Court of Fremont
County, Wyoming, Ninth Judicial District, Civil Action No. 26862 regarding this
surface grazing right and the Conclusion by the Supreme Court of Wyoming that
the District Court did not err when it granted in favor of Nugget Exploration,
Inc. reserving all minerals and mineral rights in the property itself to Nugget
Exploration Inc.
8. Escrow. Within three (3) days after the execution of this agreement,
buyer and seller will open an escrow for this transaction at the office of The
County Title Agency, located at 000 Xxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
Xxxxxx, Wyoming. The escrow will close on January 4, 1999, unless extended by
mutual agreement of buyer and seller.
SECTION THREE
TITLE
Title to property to be conveyed by seller shall be good, clear of all
liens and encumbrances, except: The Willow Brook Ranch company owns a surface
grazing right to the property. Nugget Exploration, Inc. will deliver title to
the property as Nugget Exploration, Inc. holds it at the time of closing.
Title as required by this agreement shall be evidenced by a standard
form of Policy Insurance issued by the County Title Insurance Company, doing
business in Fremont County, where the property is situated. The policy shall be
issued as of the date of closing, shall be in the amount of the purchase price,
and shall be a joint owner-mortgagee policy insuring Seller and Buyer as their
interests may appear.
Seller shall convey title at the closing of the transaction to ORA
Management, LLC, 0000 Xxxxxx Xxx, Xxxx Xxxxxxx, Xxxxxxxxxx Xxxxxx, Wyoming.
SECTION FOUR
COSTS
The following costs shall be borne equally by the parties: closing fee
of the title agency
The following costs [not to exceed $2,500.00] shall be paid by seller:
title insurance premium, drafting the Deed and charges of seller's attorney for
drawing instruments and advising.
The following costs shall be paid by purchaser: the cost of procuring
financing and charges of purchaser's attorney for drawing instruments and
advising.
Fremont County property tax shall be prorated to the date of closing.
SECTION FIVE
INSURANCE
Risk of loss or damage to property by fire, storm, burglary, vandalism,
or other casualty, between the date of this agreement and the closing, shall be
and is assumed by purchaser. No such loss or damage shall void or impair this
agreement. If the improvements or personal property, or both, are damaged or
destroyed, in whole or in part, by casualty prior to closing, the agreement
shall continue in full force and effect, and purchaser shall be subrogated to
seller's right of coverage with respect to any insurance carried by seller. If
the contract is terminated before the closing date, the Buyer shall not bear any
responsibility for any losses.
SECTION SIX
TRANSFER OF PROPERTY
Seller shall maintain the property, including improvements and the
personal property described above, in its present condition pending the closing
of this transaction, normal and reasonable wear excepted.
Possession of property shall be transferred to purchaser immediately
after the closing of the sale.
SECTION SEVEN
TIME OF ESSENCE, CLOSING
Time is expressly declared to be of the essence of this agreement. The
agreement shall be executed and completed, and sale closed, on or before January
4, 1999 or such other date as the parties may in writing agree. Each party shall
fully perform all the party's obligations under this agreement at such times as
to insure that the closing takes place within the period specified, or any
agreed-on extension of that period. Seller shall grant an extension to January
31, 1999 if needed.
SECTION EIGHT
REMEDIES OF PARTIES
If purchaser fails or refuses to comply with the conditions assumed by
purchaser, or to perform all of purchaser's obligations under this agreement,
seller may at seller's option: (a) hold and retain the initial deposit money and
any additional funds paid or deposited by purchaser, as liquidated damages for
breach of this agreement, and rescind and terminate the agreement, whereupon all
rights and obligations
under the agreement shall cease; or (b) enforce this agreement by appropriate
action, including an action for specific performance, or for damages for breach,
and retain all moneys paid or deposited by purchaser pending the determination
of the action. Seller shall give buyer written notice of election with respect
to seller's exercise of either of these options.
If seller fails or refuses to perform seller's obligations under this
agreement, including the furnishing of good title and transfer of possession,
purchaser may rescind the agreement and recover all deposits paid by purchaser.
Seller's Damages: Buyer and seller agree that it is not now possible to
anticipate the amount of damages that may be incurred by seller should buyer be
unwilling or unable to complete this agreement. Both parties agree that it would
be impracticable and extremely difficult to fix the actual damages. The property
is land on which considerable rezoning, surveying, and other miscellaneous
improvements are anticipated to occur in the near or immediate future.
For this reason the parties to this agreement agree that, as the sole
remedy of seller for buyer's breach of this agreement, seller shall be entitled
to the sum of Five Thousand Dollars ($5,000.00) as liquidated damages.
Buyer's Damages: Damages for breach of this agreement: buyer and seller
agree that it is not now possible to anticipate the amount of damages. Should
seller, be unable to convey title to the property buyer shall be entitled to the
return of the deposit of Five Thousand Dollars ($5,000.00).
SECTION NINE
ASSIGNMENT; MODIFICATION, ENTIRE AGREEMENT OF PARTIES EXPRESSED
No right or interest of purchaser under this agreement shall be
assigned without the prior written consent of seller, which consent shall not be
unreasonably withheld.
Buyer's Nominee. Buyer has the one-time right to select one or more nominees to
take title to the property, without first obtaining seller's consent. However,
after this one selection, neither buyer nor its nominee or nominees may
designate any other nominee or nominees for all or any part of the property
without first obtaining the written consent of seller.
Seller has the right to assign this contract to any party without the
Buyers consent.
No modification of this agreement shall be valid or binding unless the
modification is in writing, duly dated and signed by both parties.
This instrument constitutes the entire agreement between the parties.
Neither party shall be bound by any terms, conditions, statements, or
representations, oral or written, not contained in this agreement. Each party
hereby acknowledges that in executing this agreement the party has not been
induced, persuaded, or motivated by any promise or representation made by the
other party, unless expressly set forth in this agreement. All previous
negotiations, statements, and preliminary instruments by the parties or their
representatives are merged in this instrument.
SECTION TEN
MISCELANEOUS
A. The parties agree to execute and deliver such other and further
documents, including standard form escrow instructions not inconsistent with the
terms and provisions of this agreement, as may be deemed necessary or proper to
consummate this agreement. Seller further agrees to execute and deliver to buyer
assignments and conveyances of any and all rights, title, and interest in and to
the property or any personal property owned by seller located on or in the
property.
B. By acceptance of this offer, seller warrants that seller has not
received, nor is seller aware of, any notification from the department of
building and safety, the health department, or such other city, county, or state
authority having jurisdiction requiring any work to be done on the property.
Seller further warrants that in the event any such notice or notices are
received by seller prior to the close of escrow and seller is unable to or does
not elect to perform the work required in the notice at seller's sole cost and
expense on or before the close of escrow, the notices shall be submitted to
buyer for buyer's examination and written approval. Should buyer fail to approve
the notice and elect not to acquire the property subject to the effect of same,
within thirty (30) days from the date seller submits the notice to buyer, then
this agreement shall be canceled without liability to either party, and buyer's
xxxxxxx money deposit will be refunded.
C. This agreement supersedes any and all agreements between the parties
regarding the property that are prior in time to this agreement.
D. Time is of the essence of this agreement.
G. This agreement shall not be construed against the party preparing
it, but shall be construed as if both parties prepared it.
SECTION ELEVEN
SIGNATURE AND EFFECTIVE DATE
This instrument shall not be effective as an agreement until duly
signed by both parties. The date of execution and the effective date of the
agreement is the date first above set forth. The date of signature by each party
is the date set forth unless otherwise indicated after the party's signature.
In witness whereof, the parties have executed this instrument, in
duplicate, on the day and year first above written.
ORA Management LLC /s/ Xxxx XxxXxxxx
Buyer Seller
Owner Nugget Exploration, Inc.
Title Title
December 9, 1998 November 29, 1998
Date Date
ATTACHMENT A
Legal description for the property owned by Nugget Exploration, Fremont
County, Wyoming
Property Locattion: 00 Xxxx Xxxxx Xxxx
X00 X00 X00:Xxxxxxxxx Placer Mining Claim described as the S2SW4;
S20:NE4NW4, NW4NE4NW4 S7 :Atlantic City Placer Mining Claim
described as the
S25W4
S18:Rock Creek Placer Mining Claim described as the
X0XX0XX0, XX0XX0, X0XX0, X0XX0XX0
S27:Jacquermart Placer Mining Claim described as the
NW4SW4
S28:SE4NE4, N2SE4
S20:Matchless Placer Mining Claim described as the
X0XX0XX0, XX0XX0, X0XX0XX0
X00:X0XX0XX0, XX0XX0, X0XX0XX0
S28:Emile and Heloise Placer Mining Claim described as the
X0XX0, X0XX0
S21:Juncker Placer Mining Claim described as the X0XX0,
XX0XX0, X0XX0XX0, X0XX0XX0
S7 :Big Deposit Placer Minng Claim described as the SE4;
For a total of 1250 acres
Property Location: Xxxxx Xxxxx (Xxxxxxxx xxxxxxxx)
X00 X00 Sections 4 and 5
Further described as the following Lode mining claims:
Dexter-11.28 acres
Persimmon-13.043 acres
Wild Tiger-13.724 acres
Montezuma-13.128 acres
Aztec-20.098 acres
Beaver-12.845 acres
Xxxxxxxxx-17.735 acres
Essex-20.567 acres
Mammoth-14.124 acres
North Pole-20.662 acres
Xxxxxxxx-00.000 xxxxx
Xxxxxxx-00.000 xxxxx
X00 X00 Sections 33 and 34
Arkansas-20.394 acres
Iron Duke-20.662 acres
Deer-19.620 acres
Black Ranger-20.662 acres
Moose-4.504 acres
Steamboat-20.662 acres
Antelope-20.382 acres
For a total of 321.285 acres.
T29 R100 X00 X 00 XXXXXX, XXXXXXXX (00.0 xxxxx): NEW YORK &
PENNSYLVANIA LODE MINING CLAIMS: DESIGNATED BY THE SURVEYOR GENERAL AS LOT #246
EMBRACING A PORTION OF S6 T29 R99 T29 R100 CONT 39.606 ACRES: THE BLANCH MAY &
AGUSTA C LODE MINING CLAIMS DESIGNATED BY THE SURVEYOR GENERAL AS LOT #246
EMBRACING A PORTION OF S6 T29 R99 & S1 T29 R100 CONT 39.945 ACRES; MARS & MARS
JR, PENZANCE LODE MINING CLAIMS DESIGNATED BY THE SURVEYOR GENERAL AS SURVEY
#240 EMBRACING A PORTION OF SEC'S 15, 16, 21, T29 R100 CONT 40.241 ACRES X X
XXXXX LODE MINING CLAIM DESIGNATED BY THE SURVEYOR GENERAL AS XXX #000 XXXXXXXXX
X XXXXXXX XX X0 X00 R100 CONT 661 ACRES M/L TOTALING 140.633 ACRES.
APPROXIMATE TOTAL NUMBER OF ACRES IS 1711.918
/s/ MCM /s/ MCM 12/18/98
SELLERS INITIALS SELLERS INITIALS DATE
/s/ ZIP /s/ ZIP 12-9-98
BUYERS INITIALS BUYERS INITIALS DATE
