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THIS PURCHASE AGREEMENT dated for reference the 5th day of July, 2005.
BETWEEN: DYNAMIC RESOURCES CORP., a company duly incorporated in the
Province of Alberta having an office at 000-000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
("DYR")
AND: XXXX XXXXXXX
000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
("TIMMINS")
WHEREAS Timmins (the "Vendor") is the beneficial owner of a 100% interest in the
"XXXX" mineral claim located in the Northwest Territories, and have agreed to
grant to DYR the exclusive right to acquire an undivided 100% interest therein
on the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payment by
DYR to the Vendor of the sum of $10.00 (the receipt and sufficiency of which is
hereby expressly acknowledged by the Vendor) and of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. DEFINITIONS
1.1 In this Agreement and in the Schedules and the recitals hereto, unless the
context otherwise requires, the following expressions will have the
following meanings:
"AGREEMENT DATE" means the date at the top of this Agreement.
"EXCHANGE" means the CNQ Exchange.
"PROPERTY" means those mineral claims covering, more particularly described in
Schedule "A" hereto, together with all prospecting, research, exploration,
exploitation, operating and mining permits, licences and leases associated
therewith, mineral, surface, wat3er and ancillary or appurtenant rights attached
or accruing thereto, and any mining licence or other form of substitute of
successor mineral title or interest granted, obtained or issued in connection
with or in place of or in substitution for any such Property (including without
limitation, any Property issued to cover any internal gaps or fractions in
respect of such ground).
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2. PURCHASE
2.1 The Vendor herby gives and grants to DYR the sole and exclusive
irrevocable right to Purchase an undivided 100% right, title and interest
in and to the Property in accordance with the terms of this Agreement.
2.2 To exercise the Purchase, DYR must:
(a) pay the total of U.S. $4,000.00 to the Vendor and issue 1,000,000 shares
of Dynamic Resources Corp. to the Vendor within 5 business days of
acceptance of this agreement by the CNQ Exchange.
The cash payments and share issuances are herein collectively referred to as the
"Purchase Price" to earn a 100% interest in the Property.
2.3 This Agreement is an option agreement only, and all Payments comprising
the Purchase Price are and shall remain optional to DYR, such DYR need
not pay any of the same, other than the payment due on Acceptance. Upon
the failure of DYR to deliver the consideration comprising the Purchase
Price within the time periods set forth herein, DYR will have a period of
30 days following receipt of notice of such default to rectify the same,
otherwise the option and this Agreement will automatically terminate
without further notice from the Vendor.
2.4 Once DYR has paid the Purchase Price in full, DYR will have exercised its
right and have acquired an undivided 100% right, title and interest in
and to the Property, and will give notice to the Vendor to that effect.
Upon the exercise o the Purchase, the Vendor will take the necessary
actions to transfer to DYR a 100% interest in and to the Property in
accordance with the provisions of applicable legislation.
3. REPRESENTATIONS AND WARRANTIES
3.1 DYR Represents and warrants to the Vendor that:
(a) it is a company duly incorporated, organized and validly subsisting under
the laws of its incorporating jurisdiction and is qualified to acquire
and dispose of interest in, and to explore, develop and exploit, mining
properties in Canada;
(b) it has full power, capacity and authority to carry on its business and to
enter into and perform its obligations under this Agreement and any
agreement or instrument referred to or contemplated by this Agreement;
(c) all necessary corporate and shareholder approvals have been obtained and
are in effect with respect to the transactions contemplated hereby, and
no further action on the part the directors or shareholders is necessary
or desirable to make this Agreement valid and binding on a party;
(d) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions herby contemplated conflict with, result
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in the breach of or accelerate the performance required by its constating
documents or any agreement to which it is a party;
(e) DYR is a public company whose shares are listed and posted for trading on
the CNQ Exchange; and DYR is a reporting issuer in Alberta
3.2 The Vendor hereby represents and warrants to DYR that:
(a) he has the full power, capacity and authority to enter into and perform
his obligations under this Agreement and any agreement or instrument
referred to or contemplated here;
(b) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated herby, nor the consummation
of the transactions hereby contemplated conflict with, result in the
breach of or accelerate the performance required by, any agreement to
which he is a party;
(c) the mineral claims comprising the Property have been duly and validly
stake and submitted for recording with the applicable mining authority
pursuant to all applicable laws and regulations; are accurately described
in Schedule "A" hereto and the Vendor' interest therein is free and clear
of all liens, charges, royalties and encumbrances, subject to the rights
of the Government of Canada;
(d) The Vendor has the exclusive right to enter into this Agreement and has
all necessary authority to dispose of an interest in and to the Property
in accordance with the terms of this Agreement, subject only to Exchange
approval of this Agreement and any underlying agreement; and
(e) There are no pending or threatened actions, suits, claims, or proceedings
regarding the Property or any portion thereof of which the Vendor is
aware.
3.3 The representations and warranties hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement and will survive
the acquisition for any interest in the Property by DYR and each of the parties
will indemnify and save the other harmless from all loss, damage, costs, actions
and suits arising our of or in connection with any breach of any representation,
warranty, covenant, agreement or condition made by it and contained in this
Agreement.
4. COVENANTS OF THE VENDOR
4.1 During the currency of this Agreement the Vendor covenants and agrees
with DYR to:
(a) for so long as DYR is not in default hereunder, not do any act or thing
which would in any way adversely affect the rights of DYR hereunder;
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(b) make available to DYR and its representatives all records and files in
its possession relating to the Property and permit DYR and its
representatives at their own risk and expense to take abstracts therefrom
and make copies thereof;
(c) co-operate as reasonably necessary with DYR in obtaining any surface and
other rights on or related to the Property as DYR deems desirable; and
(d) promptly provide DYR with any and all notices and correspondence received
by him from government agencies in respect of the Property and further
arrange for government agencies to copy DYR on all correspondence and
notices.
5. TERMINATION OF OPTION
5.1 This Agreement, except for the provisions of section 7, (unless otherwise
agreed by the Vendor in writing) will terminate upon the failure of DYR
to pay any portion of the Purchase price pursuant to subsection 2.2
within the time periods specified therein.
6. SHARING OF AND CONFIDENTIAL NATURE OF INFORMATION
6.1 Each party agrees that all information obtained hereunder will be the
exclusive property of the parties and not publicly disclosed or used other than
for the activities contemplated hereunder except as required by law or by the
rules and regulations of any regulatory authority or stock exchange having
jurisdiction or with the written consent of the other party, such consent not to
be unreasonably withheld.
7. ASSIGNMENT
7.1 Either party may at any time assign or transfer any or all of its
interest herein, provided such assignee agree to abide by and be bound by the
terms of this Agreement in the same manner and to the same effect as if an
original signatory hereto.
8. NOTICES
8.1 Any notice, direction or other instrument required or permitted to be
given under this Agreement will be in writing and may be given by the
delivery of the same or by mailing the same by prepaid registered or
certified mail or by sending the same by facsimile, e-mail or other
similar form of communication, in each case addressed to the address
first listed above or the following facsimile numbers or e-mail
addresses:
(a) If to Xxxx Xxxxxxx, 000-000 Xxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0;
(b) If to DYR at facsimile no. (000) 000-0000.
8.2 Any notice, direction or other instrument will:
(a) if delivered, be deemed to have been given and received on the day it was
delivered;
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(b) if mailed, be deemed to have been given and received on the fifth (5th)
business day following the day of mailing, except in the event of
disruption of the postal service in which event notice will be deemed to
be received only when actually received; and
(c) if sent by facsimile, email or other similar form of communication, be
deemed to have been received by each party by that party acknowledging in
writing receipt of the same.
8.3 Any party may at anytime give to the other notice in writing of any
change of address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
9.0 ARBITRATION
9.1 If any question, difference or dispute shall arise between the parties or
any of them in respect of any matter arising under this Agreement or relation to
the construction here the same shall be determined by the award of one
arbitrator. The decision of the arbitrator shall be made within 30 days after
the selection. The expense of the arbitration shall be paid accordingly as the
arbitrator shall decide in his award. The arbitration shall be conducted in
accordance with the provisions of the Commercial Arbitration Act (British
Columbia), as amended, and the decision of the arbitrator shall be conclusive
and binding upon the parties. The rules and procedures for the arbitration
shall be procedures established by the B.C. Arbitrators Institute. The place of
arbitration shall be Vancouver, British Columbia, Canada.
10. GENERAL
10.1 The parties will execute such further and other documents and do such
further and other things as may be necessary or convenient to carry out
and give effect to the intent of this Agreement.
10.2 All references to moneys hereunder will be in Canadian funds unless
otherwise specified. All payments to be made to any party hereunder may
be made by cheque or bank draft mailed or delivered to such party as its
address for notice purposes as provided herein, or deposited for the
account of such party at such bank or banks in Canada as such party may
designate from time to time by notice to the paying party.
10.3 This Agreement will enure the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
10.4 This Agreement shall constitute the entire agreement between the parties
and except as hereafter set out, replaces and supersedes all prior
agreements, memoranda, correspondence, communications, negotiations and
representations, whether oral or written, express or implied, statutory
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or otherwise between the parties with respect to the subject matter
herein.
10.5 This Agreement will be governed by and construed according to the laws of
British Columbia and the laws of Canada applicable therein. All actions
arising from this Agreement will be commenced and maintained in the
Supreme Court of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day
and year first above written.
DYANMIC RESOURCES CORP.
by its authorized signatory:
G Macdonald
WITNESS
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX G Macdonald
WITNESS
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SCHEDULE "A"
DESCRIPTION OF PROPERTY
CLAIM NAME CLAIM NUMBER ACRES
Xxxx F91913 206.60
