Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 30th day of November, 2011.
BETWEEN:
JERVIS EXPLORATIONS INC.
(the "Vendor")
OF THE FIRST PART
AND:
LA PAZ MINING CORP.
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the "CLAIMS"), collectively called BEE URANIUM PROPERTY. The Claims
of the Vendor are more particularly described in Schedule "A" attached hereto
and forming part of this Agreement;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of
the Claims of the Vendor in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and
covenants herein and other good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
1. PURCHASE AND SALE OF ASSETS
1.1 SALE OF ASSETS. Subject to the terms and conditions of this Agreement,
the Vendor hereby sells, assigns and transfers to the Purchaser, and the
Purchaser hereby purchases the Vendor's Claims.
1.2 PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor
for the Vendor's Claims is USD $ 20,000 (the "PURCHASE PRICE"), subject
to a carried 3% Net Smelter Royalty as described in Appendix "A".
1.3 PAYMENT OF THE PURCHASE PRICE. The Purchase Price will be paid by the
delivery of a cheque.
1.4 DELIVERY OF CLAIMS. The Vendor delivers to the Purchaser, on execution
hereof, all of the Claims unconditionally and free and clear of all
liens, charges, or encumbrances, except where disclosed.
2. COVENANTS OF THE PARTIES
2.1 COVENANTS. The parties undertake to keep the information with respect to
this Agreement, the terms herein, and any related, underlying or
subsequent agreements (the "INFORMATION") confidential and not to
directly or indirectly disclose the Information at any time to any person
or persons or use the Information for any purpose whatsoever.
3. REPRESENTATIONS OF THE VENDOR
3.1 REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as
follows, with the intent that the Purchaser will rely on the
representations in entering into this Agreement, and in concluding the
purchase and sale contemplated by this Agreement:
(a) CAPACITY TO SELL. The original Vendor is JERVIS EXPLORATION INC.
having the power and capacity to own and dispose of the Claims
and to enter into this Agreement and carry out its terms to the
full extent;
(b) AUTHORITY TO SELL. The execution and delivery of this Agreement,
and the completion of the transaction contemplated by this
Agreement has been duly and validly authorized by all necessary
corporate action on the part of the Vendor, and this Agreement
constitutes a legal, valid and binding obligation of the Vendor
enforceable against the Vendor in accordance with its terms
except as may be limited by laws of general application affecting
the rights of creditors;
(c) SALE WILL NOT CAUSE DEFAULT. Neither the execution and delivery
of this Agreement, nor the completion of the purchase and sale
contemplated by this Agreement will:
(i) violate any of the terms and provisions of the constating
documents or bylaws or articles of the Vendor, or any order,
decree, statute, bylaw, regulation, covenant, restriction
applicable to the Vendor or the Claims;
(ii) give any person the right to terminate, cancel or otherwise
deal with the Claims; or
(iii)result in any fees, duties, taxes, assessments or other
amounts relating to the Claims becoming due or payable other
than tax payable by the Purchaser in connection with the
purchase and sale;
(d) ENCUMBRANCES. The Vendor owns and possesses and has a good
marketable title to the Claims free and clear of all legal
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claims, mortgages, liens, charges, pledges, security interest,
encumbrances or other claims, except where as disclosed;
(e) LITIGATION. There is no litigation or administrative or
governmental proceeding or inquiry pending or, to the knowledge
of the Vendor, threatened against or relating to the Claims, nor
does the Vendor know of or have reasonable grounds that there is
any basis for any such action, proceeding or inquiry;
(f) NO DEFAULTS. Except as otherwise expressly disclosed in this
Agreement there has not been any default in any obligation to be
performed under any of the Claims, which are in good standing and
in full force and appropriate effect; and
(g) GOOD STANDING. Prior to closing this Agreement, the Vendor will
maintain, as required, the Claims in good standing.
4. COVENANTS OF THE VENDOR
4.1 PROCURE CONSENTS. The Vendor will diligently and expeditiously take all
reasonable steps requested by the Purchaser to obtain all necessary
consents to effect the transfer of the Claims.
4.2 COVENANT OF INDEMNITY. The Vendor will indemnify and hold harmless the
Purchaser from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or
otherwise, existing at closing and which are not agreed to be
assumed by the Purchaser under this Agreement;
(b) any and all losses, claims, damages and costs incurred or
suffered by the Purchaser arising out of the breach or inaccuracy
of any representation or warranty of the Vendor contained in this
Agreement; and
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any of
the foregoing.
4.3 EXECUTION OF ALL NECESSARY DOCUMENTS. The Vendor will execute all
necessary documents including such assignments as the Purchaser may
require to effect the transfer of all of the Claims, including but not
limited to, internet contracts and internet names.
5. REPRESENTATIONS OF THE PURCHASER
5.1 REPRESENTATIONS. The Purchaser represents and warrants to the Vendor as
follows, with the intent that the Vendor will rely on these
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representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement:
(a) STATUS OF PURCHASER. The Purchaser is a corporation duly
incorporated, validly existing and in good standing and has the
power and capacity to enter into this Agreement and carry out its
terms; and
(b) AUTHORITY TO PURCHASE. The execution and delivery of this
Agreement and the completion of the transaction contemplated by
this Agreement has been duly and validly authorized by all
necessary corporate action on the part of the Purchaser, and this
Agreement constitutes a legal, valid and binding obligation of
the Purchaser enforceable against the Purchaser in accordance
with its terms except as limited by laws of general application
affecting the rights of creditors.
6. COVENANTS OF THE PURCHASER
6.1 CONSENTS. The Purchaser will at the request of the Vendor execute and
deliver such applications for consent and such assumption agreements, and
provide such information as may be necessary to obtain the consents
referred to in paragraph 4.1 and will assist and cooperate with the
Vendor in obtaining the consents.
6.2 EXECUTION OF ALL NECESSARY DOCUMENTS. The Purchaser will execute all
necessary documents as the Vendor may require to effect the transfer of
all of the Claims.
7. SURVIVAL OF REPRESENTATIONS AND COVENANTS
7.1 VENDOR'S REPRESENTATIONS AND COVENANTS. All representations, covenants
and agreements made by the Vendor in this Agreement or under this
Agreement will, unless otherwise expressly stated, survive closing and
any investigation at any time made by or on behalf of the Purchaser will
continue in full force and effect for the benefit of the Purchaser.
7.2 PURCHASER'S REPRESENTATIONS AND COVENANTS. All representations, covenants
and agreements made by the Purchaser in this Agreement or under this
Agreement will, unless otherwise expressly stated, survive closing and
any investigation at any time made by or on behalf of the Vendor and will
continue in full force and effect for the benefit of the Vendor.
8. LIABILITIES NOT ASSUMED
8.1 LIABILITIES NOT ASSUMED. The Purchaser will not assume any liabilities of
the Vendor. The Purchaser will not be responsible for any liability of
the Vendor, past, present or future, relating to the Claims, and the
Vendor will indemnify and save harmless the Purchaser from and against
any such claim.
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9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER
9.1 CONDITIONS. All obligations of the Purchaser under this Agreement are
subject to the fulfillment of the following conditions:
(a) VENDOR'S REPRESENTATIONS. The Vendor's representations contained
in this Agreement will be true.
(b) VENDOR'S COVENANTS. The Vendor will have performed and complied
with all agreements, covenants and conditions as required by this
Agreement.
(c) CONSENTS. The Purchaser will have received duly executed copies
of the consents or approvals referred to in paragraph 4.1.
9.2 EXCLUSIVE BENEFIT. The foregoing conditions are for the exclusive benefit
of the Purchaser and any such condition may be waived in whole or in part
by the Purchaser delivering to the Vendor a written waiver to that effect
signed by the Purchaser.
10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR
10.1 CONDITIONS. All obligations of the Vendor under this Agreement are
subject to the fulfillment of the following conditions:
(a) PURCHASER'S REPRESENTATIONS. The Purchaser's representations
contained in this Agreement will be true.
(b) PURCHASER'S COVENANTS. The Purchaser will have performed and
complied with all covenants, agreements and conditions as
required by this Agreement.
(c) CONSENTS OF THIRD PARTIES. All consents or approvals required to
be obtained by the Vendor for the purpose of selling, assigning
or transferring the Claims have been obtained, provided that this
condition may only be relied upon by the Vendor if the Vendor has
diligently exercised its best efforts to procure all such
consents or approvals and the Purchaser has not waived the need
for all such consents or approvals.
10.2 EXCLUSIVE BENEFIT. The foregoing conditions are for the exclusive benefit
of the Vendor and any such condition may be waived in whole or in part by
the Vendor delivering to the Purchaser a written waiver to that effect
signed by the Vendor.
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11. GENERAL
11.1 GOVERNING LAW. This Agreement and each of the documents contemplated by
or delivered under or in connection with this Agreement are governed
exclusively by, and are to be enforced, construed and interpreted
exclusively in accordance with the laws of British Columbia which will be
deemed to be the proper law of the Agreement.
11.2 PROFESSIONAL FEES. Each of the parties will bear the fees and
disbursements of their respective lawyers, advisers and consultants
engaged by them respectively in connection with the transactions
contemplated by this Agreement prior to the closing.
11.3 ASSIGNMENT. No party will assign this Agreement, or any part of this
Agreement, without the prior written consent of the other party. Any
purported assignment without the required consent is not binding or
enforceable against any party.
11.4 ENUREMENT. This Agreement enures to the benefit of and binds the parties
and their respective successors and permitted assigns.
11.5 NOTICE. All notices required or permitted to be given under this
Agreement will be in writing and personally delivered to the address of
the intended recipient set out on the first page of this Agreement or at
such other address as may from time to time be notified by any of the
parties in the manner provided in this Agreement.
11.6 FURTHER ASSURANCES. The parties will execute and deliver all further
documents and take all further action reasonably necessary or appropriate
to give effect to the provisions and intent of this Agreement and to
complete the transactions contemplated by this Agreement.
11.7 REMEDIES CUMULATIVE. The rights and remedies under this Agreement are
cumulative and are in addition to and not in substitution for any other
rights and remedies available at law or in equity or otherwise. Any party
to this Agreement may terminate this Agreement if any other party is in
breach of or defaults under any material term or condition of this
Agreement or has made a material misrepresentation in this Agreement. No
single or partial exercise by a party of any right or remedy precludes or
otherwise affects the exercise of any other right or remedy to which that
party may be entitled.
11.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and there are no representations, express or implied,
statutory or otherwise and no collateral agreements other than as
expressly set out or referred to in this Agreement.
11.9 HEADINGS. The division of this Agreement into sections and the insertion
of headings are for convenience only and do not form part of this
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Agreement and will not be used to interpret, define or limit the scope,
extent or intent of this Agreement.
11.10 SEVERABILITY. Each provision of this Agreement is severable. If any
provision of this Agreement is or becomes illegal, invalid or
unenforceable, the illegality, invalidity or unenforceability of that
provision will not affect the legality, validity or enforceability of the
remaining provisions of this Agreement.
11.11 SCHEDULES. The Schedules attached hereto form an integral part of this
Agreement.
11.12 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.
11.13 COUNTERPARTS. This Agreement and all documents contemplated by or
delivered in connection with this Agreement may be executed and delivered
by facsimile or original and in any number of counterparts, and each
executed counterpart will be considered to be an original. All executed
counterparts taken together will constitute one agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement by their duly
authorized officers effective the first day and year written above.
VENDOR: JERVIS EXPLORATION INC.
per:
--------------------------------------------
Authorized Signatory
PURCHASER: LA PAZ MINING CORP.
per:
--------------------------------------------
Authorized Signatory
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SCHEDULE "A"
THIS IS SCHEDULE "A" to the Asset Purchase Agreement.
INVOICE FOR MINERAL PROPERTY PURCHASE
TO: XXXXXXX XXXXXXXX
XX XXX MINING CORP.
FROM: JERVIS EXPLORATION INC.
RE: BEE URANIUM PROPERTY PAYMENT
PROPERTY: The Property consists of the following Claims:
-----------
NAME NUMBER HECTARES EXPIRY DATE
---- ------ -------- -----------
BEE 928770 126.45 NOV. 9, 2012
TERMS: $20,000 USD, DUE UPON RECEIPT OF PROPERTY REPORT, PLUS 3% NET SMELTER
RETURN AS DESCRIBED IN APPENDIX "A"
0
XXXXXXXX "X" - XXXXXXX
3% NET SMELTER RETURNS
1. In this Agreement, "3% NET SMELTER RETURNS" means 3% of the net amount of
money received by the Purchaser for its own account from the sale of ore, or ore
concentrates or other mineral products from the Claims to a smelter or other
mineral products buyer after deduction of smelter and/or refining charges, ore
treatment charges, penalties and any and all charges made by the purchaser of
ore, concentrates, or other mineral products, less any and all transportation
costs which may be incurred in connection with the transportation of ore or
concentrates, less all umpire charges which the purchaser may be required to
pay.
2. Payment of Net Smelter Returns by the Purchaser to the Vendor shall be made
semi-annually within 60 days after the end of each fiscal half year of the
Purchaser and shall be accompanied by unaudited financial statements pertaining
to the operations carried out by the Purchaser on the Claims. Within 90 days
after the end of each fiscal year of the Purchaser in which Net Smelter Returns
are payable to the Vendor, the records relating to the calculation of Net
Smelter Returns for such year shall be audited and any resulting adjustments in
the payment of Net Smelter Returns payable to the Vendor shall be made
forthwith. A copy of the said audit shall be delivered to the Vendor within 30
days of the end of such 90-day period.
3. Each annual audit shall be final and not subject to adjustment unless the
Vendor delivers to the Purchaser written exceptions in reasonable detail within
six months after the Vendor receives the report. The Vendor, or its
representative duly authorized in writing, at its expense, shall have the right
to audit the books and records of the Purchaser related to Net Smelter Returns
to determine the accuracy of the report, but shall not have access to any other
books and records of the Purchaser. The audit shall be conducted by a chartered
or certified public accountant of recognized standing. The Purchaser shall have
the right to condition access to its books and records on execution of a written
agreement by the auditor that all information will be held in confidence and
used solely for purposes of audit and resolution of any disputes related to the
report. A copy of the Vendor's report shall be delivered to the Purchaser upon
completion, and any discrepancy between the amount actually paid by the
Purchaser and the amount which should have been paid according to the Vendor's
report shall be paid forthwith, one party to the other. In the event that the
said discrepancy is to the detriment of the Vendor and exceeds 5% of the amount
actually paid by the Purchaser, then the Purchaser shall pay the entire cost of
the audit.
4. Any dispute arising out of or related to any report, payment, calculation or
audit shall be resolved solely by arbitration as provided in the Agreement. No
error in accounting or in interpretation of the Agreement shall be the basis for
a claim of breach of fiduciary duty, or the like, or give rise to a claim for
exemplary or punitive damages or for termination or rescission of the Agreement
or the estate and rights acquired and held by the Purchaser under the terms of
the Agreement.
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