MINERAL PROPERTY OPTION AGREEMENT
EXHIBIT
10.1
THIS
AGREEMENT is
dated
the 12 of February, 2008.
BETWEEN
Allora
Minerals Inc. a
company
duly incorporated in the State of Nevada having an office at Xxxxx 000, 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000
(“Purchaser”)
AND
Xxxxxx
Xxxxxxx Xxx, of XX Xxx 000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxx
0000
(“Owner”)
WHEREAS
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A.
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The
Owner own certain mineral claims legally and beneficially free of
any
encumbrances and located in the Xxxxxxxxx Mineralfield in Western
Australia and more particularly described on the attached
Schedule “A” and known as the Xxxxxx Xxxxx Prospecting Licences
(collectively the “Property”).
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B.
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The
Owner wish to grant an exclusive option to the Purchaser to acquire
one
hundred percent (100%) interest in and to the Property and the Purchasers
wishes to acquire the same on the terms and conditions set forth
herein.
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NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the mutual covenants and agreements herein contained, the
parties agree as follows:
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1.
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GRANT
OF OPTION
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1.1 The
Owner
hereby gives and grants the Purchaser the sole and exclusive right and option
(the “Option”) to acquire from the Owner a one hundred percent (100%) undivided
legal, beneficial and register-able interest in and to the Property in
accordance with the terms of this Agreement.
1.2 The
consideration (“Options Price”) in order for the Purchaser to exercise the
Option and to earn its interest in the Property will be as follows:
| 1.2 |
Upon
signing this formal option agreement, cash consideration of $4000,
Australian.
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| 1.2.1 |
Net
Smelter Return Royalty: The property shall not be subject to net
smelter
returns
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| 1.2.2 |
Maintenance
of Property in Good Standing: During
the tenure of the option, the Optionee shall meet the minimum expenditure
commitment on the property and shall arrange and pay for sufficient
exploration work to be carried out on the property to keep the property
in
good standing from the date of the agreement. Expenditure shall be
of a
nature that is permissible to be claimed as expenditure in connection
with
mining as defined by the Mining Xxx 0000 and Mining Regulations 1981
(as
amended). Expenditure can include geological services, drilling ,
sampling, assaying, aerial photography, any geotechnical service
such as
geophysics, aerial magnetic surveys, ground surveys, field inspections
by
qualified persons, being geologists and geoscientists, mapping, soil
sampling, stream sediment sampling and any other reconised geological
service that can be applied to the tenements that will investigate
the
potential of the tenements
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1.2.3
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The
tenements have a minimum expenditure commitment of $15,000, Australian,
which should be incurred annually by December 3, 2008. The owner
undertakes to meet that commitment for the year ending December 3,
2008.
There after, the purchaser will meet the annual commitment for the
period
from December 4, 2008 to December 3, 2011 and in addition will incur
exploration expenditures of $200,000 Australian, during the period
from
the date of this agreement to December 3,
2011.
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1.2.4
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The
exercise price of the option is $250,000 cash to be paid at the same
time
that the Notice of Exercise of Option is sent to the Owner. The payment
is
to be made in Australian Dollars and can be made by a recognised
Bank
Cheque.
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1.3 Upon
failure of the Purchaser to deliver the consideration comprising the Option
payment or fails to undertake the minimum expenditure requirements within the
time periods set forth herein, the Owner shall provide the Purchaser with a
written notice of default and the Purchaser shall have a period of 30 days
following receipt of such notice of default to rectify the same, failing which
this Agreement shall automatically terminate at the end of such 30 days notice
period without further notice from the Owner.
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2.
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REGISTRATION
AND TRANSFER OF PROPERTY
INTEREST
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2.1 Upon
request by the Purchaser and at any time after the terms of this Agreement
have
been met, the Owner shall transfer the Property to the Purchase and record
the
transfer with appropriate recorded.
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3.
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REPRESENTATIONS
AND WARRANTIES
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3.1 The
Purchaser represents and warrants to the Owner that:
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a)
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it
is a company duly incorporated, validly subsisting, and in good standing
under the laws of the State of Nevada;
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b)
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it
has full power and authority to enter into and perform its obligations
under this Agreement;
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c)
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and
the signing, delivery and performance of this Agreement will not
conflict
with any other Agreement.
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d)
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The
Purchaser is not a reporting issuer and the common shares of the
Purchaser
are not listed for trading any stock
exchange.
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3.2 The
Owner
hereby represents and warrants to the Purchaser that:
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(a)
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They
have full power, capacity and authority to enter into and perform
their
obligations under this Agreement;
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(b)
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They
are the beneficial owner and registered owner of a 100% undivided
interest
in all of the mineral interests comprising the Property, free and
clear of
all liens, charges and encumbrances and no taxes or rental are due
with
respect to the Property;
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(c)
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The
Property is accurately described in Schedule A atatched hereto and
forming
a material part of this Agreement;
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(d)
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To
the best of their knowledge, there are no restrictions on exploration
and
development on the Property or of the removal of minerals from the
Property
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(e)
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The
Owner have the exclusive right to enter into this Agreement and have
all
necessary authority to dispose of their interest in and to the Property
in
accordance with the terms of this
Agreement
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(f)
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There
are no pending or threatened actions, suits, claims or proceeding
regarding the Property or any portion thereof of which the Owner
are
aware.
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4.
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COVENANTS
OF THE OWNER
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4.1 While
the
Option remains outstanding, the Owner covenants and agree to the Purchaser
that:
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(a)
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As
long as the Purchaser is not in default hereunder, not do any act
or thing
which would in any way adversely affect the rights of the Purchaser
hereunder
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(b)
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Make
available to the Purchaser and its representatives all records, maps,
drill core and files in their possession relating to the Property
and
permit the Purchaser and its representative at their own risk and
expense
to take abstracts there form and make copies
thereof;
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(c)
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Co-operate
with the Purchasers in obtaining any access, surface or other rights
on or
related to the Property s the Purchaser reasonable deems
desirable;
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(d)
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For
three years, the Owner will not stake any further claims/property
within 2
kilometres from the Property.
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5.
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ASSIGNMENT
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5.1 Upon
providing written notice to the other party in accordance with the terms of
this
Agreement, either party may assign its respective rights and obligations under
this Agreement, provided that the assignee executes an assumption of all of
the
assignor's obligations hereunder and agrees to be bound by all terms and
conditions of this Agreement. No such assignment shall in any way enlarge or
diminish the right of obligations of the Purchaser or Owner hereunder. Upon
the
assumption by the assignee of the assignor’s obligations, the assigning party
shall be fully released from and shall not be liable or responsible to the
non-assigning party in any way for any duties, costs, payments or other
liabilities or obligations that thereafter arise or accrue directly or
indirectly under this Agreement
| 6. |
TERMINATION
OF OPTION
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6.1 The
Purchaser may at any time terminate this Agreement by giving 30-day advance
written notice of said termination to Owner. On or promptly after delivery
of
the notice of termination, the Owner shall execute and deliver to the Purchaser
a written release of the Agreement in proper form for recording. The Purchaser
shall be required to pay all payments whatsoever owed to the owner at the time
of termination.
| 7. |
GENERAL
PROVISIONS
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7.1.1
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Events
of force
majeure
shall suspend the obligations of the parties hereto for their duration,
except for payments of sums of money and for taxes and fees due and
owing
on the Property.
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7.1.2
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It
is understood and agreed that the language of this agreement is English
with the consent of the parties hereto.
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7.1.3
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This
agreement shall be governed by the laws of the State of
Nevada.
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7.1.4
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In
the event of a dispute between the parties arising out of this agreement
the matter shall be referred to the arbitration of one person. The
decision of the arbitrator so appointed shall be final and binding
upon
the parties hereto. All costs and expenses of such arbitration shall
be
borne by the parties hereto equally. This agreement constitutes the
entire
agreement between the Purchaser and the Owner pertaining to the Property
and supercedes all prior and contemporaneous agreements, whether
oral or
written, between the parties in connection with the Claims. No supplement,
modification or waiver of this agreement shall be binding unless
executed
in writing by the parties to be bound
thereby.
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7.1.5
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The
parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect this agreement to its
full
effect.
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7.1.6
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Time
shall be of the essence in the performance of this
agreement.
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7.1.7
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This
agreement shall enure to the benefit of and be binding on the parties
hereto and their respective successors and
assigns.
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7.1.8
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This
agreement may be executed in two or more counterparts, each of which
will
be deemed to be an original and all of which will constitute one
agreement. Facsimile signatures are acceptable and
binding.
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This
Agreement may be executed in several counterparts as may be necessary or by
facsimile and each such counterpart agreement or facsimile so executed are
deemed to be an original and such counterparts and facsimile copies together
will constitute one and the same instrument.
Yours
truly,
ALLORA
MINERALS INC.
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Per:
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X.XXXXXXX,
CHAIRMAN
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ACCEPTED
AND AGREED TO:
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Signed,
Sealed and Delivered by
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in the
presence of:
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Xxxxxx
Xxxxxxx Xxx
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Witness
(Signature)
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Name
(please print)
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Address
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City,
State, Country
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SCHEDULE
“A”
PROPERTIES
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TENURE NO.
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CLAIM NAME
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CLAIM EXPIRY
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SIZE
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Prospecting
Licence 51/2529
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Xxxxxx
Xxxxx 1
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March
12, 2011
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191
ha.
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Xxxxxxxxxxx
Xxxxxxx 00/0000
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Xxxxxx
Xxxxx 2
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March
12, 2011
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162
ha
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