ALBERTA MINING CLAIMS PURCHASE AGREEMENT BETWEEN DEREK IVANY and ROYAL ATLANTIS GROUP, INC.; AS SELLERS AND IVANY MINING, INC.; AS PURCHASER DATED: September 12, 2007
BETWEEN
XXXXX
XXXXX and ROYAL ATLANTIS GROUP, INC.; AS SELLERS
AND
XXXXX
MINING, INC.;
AS
PURCHASER
DATED:
September 12, 2007
THIS
ALBERTA MINING CLAIMS PURCHASE AGREEMENT (“Agreement”) has been made and entered
into as of this 12th day of September, 2007, between XXXXX XXXXX and ROYAL
ATLANTIS GROUP, INC., as seller (the “Seller”), and XXXXX MINING, INC., a
Delaware corporation (the “Purchaser”). The Seller and Purchaser are sometimes
referred to herein individually as a “Party” and collectively as the
“Parties.”
R
E C I T A L S:
WHEREAS,
the Parties hereto desire to effect a sale (the “Mining Claims Sale”) pursuant
to which Purchaser will purchase from Sellers all of Sellers’ right, title, and
interest in certain mining claims located in the province of Alberta, Canada
consisting of approximately 55,296 hectares and designated with the following
permit numbers:
Permit
No. 0000000000
Permit
No. 9306061093
Permit
No. 9306061092
Permit
No. 9306061090
Permit
No. 9306061089
Permit
No. 9306061088
(hereinafter,
the “Transferred Claims”), to be purchased by Purchaser for the consideration
set forth herein; and
WHEREAS,
pursuant to the Mining Claims Sale, Sellers will sell, and Purchaser will
purchase, the Transferred Claims; and
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
covenant and agree as follows:
ARTICLE
I
DEFINITIONS
The
terms
defined in this Article (except as otherwise expressly provided in this
Agreement) for all purposes of this Agreement shall have the respective meanings
specified in this Article.
“Affiliate”
shall
mean any entity controlling or controlled by another person, under common
control with another person, or controlled by any entity which controls such
person.
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“Agreement”
shall
mean this Agreement, and all the exhibits, schedules and other documents
attached to or referred to in the Agreement, and all amendments and supplements,
if any, to this Agreement.
“Closing”
shall
mean the closing of the Transaction at which the Closing Documents shall be
exchanged by the Parties, except for those documents or other items specifically
required to be exchanged at a later time.
“Closing
Date”
shall
mean five days from the date of this agreement plus any extension as provided
herein, or such other date as agreed in writing to by the parties on which
the
Closing occurs.
“Closing
Documents”
shall
mean the papers, instruments and documents required to be executed and delivered
at the Closing pursuant to this Agreement.
“Encumbrance”
shall
mean any charge, claim, encumbrance, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting
(in the case of any security), transfer, receipt of income, or exercise of
any
other attribute of ownership other than (a) liens for taxes not yet due and
payable, or (b) liens that secure the ownership interests of lessors of
equipment.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended.
“Investment
Letters”
shall
mean the investment letters in the form attached hereto as
Appendix A.
“Material
Adverse Effect”
means
any change (individually or in the aggregate) in the general affairs,
management, business, goodwill, results of operations, condition (financial
or
otherwise), assets, liabilities or prospects (whether or not the result thereof
would be covered by insurance) that would be material and adverse to the
designated party.
“Ordinary
Course of Business”
shall
mean actions consistent with the past practices of the designated party which
are similar in nature and style to actions customarily taken by the designated
party and which do not require, and in the past have not received, specific
authorization by the Board of Directors of the designated party.
“SEC”
shall
mean the Securities and Exchange Commission.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended.
“Transaction”
shall
mean the Mining Claims Sale contemplated by this Agreement.
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ARTICLE
II
THE
TRANSACTION
Mining
Claims Sale.
Sellers
hereby agree to sell, transfer and deliver to Purchaser, and Purchaser hereby
agrees to purchase and accept, all of Sellers’ right, title, and interest in the
Transferred Claims, in consideration for the payment of US$20,000 (the “Purchase
Price”) to be distributed as set forth below:
| Xxxxx Xxxxx |
$10,000
|
| Royal Atlantis Group, Inc. |
$10,000
|
The
Purchase Price shall be tendered to Sellers by Purchaser on or before November
15, 2007.
ARTICLE
III
Representations
and Warranties of the Sellers.
Sellers
hereby represent and warrant to Purchaser as follows:
a. Sellers
are the sole beneficial and record holders of the Transferred Claims. Sellers
hold the Transferred Claims free and clear of any Encumbrance of any kind
whatsoever. Sellers are the sole owners of all necessary rights, titles and
interests in and to the Transferred Claims necessary to fully explore and
commercially exploit the Transferred Claims to the extent permitted by
applicable law.
b. Xxxxx
Xxxxx represents and warrants that the Transferred Claims designated by Permit
Nos. 9306061088, 9306061089, and 9306061090 are held in his name in trust for
beneficial owner Royal Atlantis Group, Inc. and that he has been vested with
the
right and full authority to act on behalf of, and to fully bind, Royal Atlantis
Group, Inc. with respect to such Transferred Claims and to sign this Agreement
on behalf of such party.
c.. Sellers
are not suffering from any legal disability which would: (a) prevent them from
executing, delivering or performing their obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification,
and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Sellers and their
property. The Closing Documents have been duly and validly executed and
delivered by Seller and each constitutes the legal, valid and binding obligation
of Sellers, enforceable against them in accordance with their respective terms,
except insofar as the enforcement thereof may be limited by the
Insolvency/Equity Exceptions.
4
d.
Neither
the execution of this Agreement nor the consummation of the Transaction will
conflict with, violate or result in a breach or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of, any Encumbrance upon the Transferred Claims under
any
provision of any statute, ordinance, regulation or any other restriction of
any
kind or character applicable to or binding upon the Transferred Claims or under
any applicable indenture, mortgage, lien, lease, agreement, contract,
instrument, order, judgment, decree, to which the Sellers are
bound.
e.
There
are no legal, administrative, arbitration or other proceedings or claims pending
against the Sellers, nor are the Sellers subject to any existing judgment which
might affect the financial condition, property or prospects of the Transferred
Claims; nor have the Sellers received any inquiry from an agency of any federal,
state, provincial or local government about the Transferred Claims, the
Transaction, or about any violation or possible violation of any law, regulation
or ordinance affecting the Transferred Claims.
Representations
and Warranties of the Purchaser.
The
Purchaser hereby represents and warrants to Sellers as follows:
a. Purchaser
is duly organized, validly existing, and in good standing under the laws of
the
state of Delaware and has all requisite corporate power, franchises, and
licenses to own its property and conduct the business in which it is engaged.
Purchaser has the full power and authority (corporate or otherwise) to execute,
deliver and perform its obligations under this Agreement and the Closing
Agreements to which it is a party. Purchaser is duly qualified and in good
standing as a foreign corporation in every jurisdiction in which such
qualification is necessary, except to the extent the failure to be so qualified
is not reasonably expected to result in a Material Adverse Effect.
b. Purchaser
is not suffering from any legal disability which would: (a) prevent it from
executing, delivering or performing its obligations under the Closing Documents
or consummating the Transaction, (b) make such execution, delivery, performance
or consummation voidable or subject to necessary ratification, and (c) require
the signature or consent of any third party in connection therewith for the
Transaction to be binding and enforceable against Purchaser and its property.
The Closing Documents have been duly and validly executed and delivered and
each
constitutes the legal, valid and binding obligation, enforceable against
Purchaser in accordance with their respective terms, except insofar as the
enforcement thereof may be limited by the Insolvency/Equity
Exceptions.
c. Neither
the execution of any Closing Document nor the consummation of the Transaction
will conflict with, violate or result in a breach or constitute a default (or
an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of Purchaser under
any
provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree, statute,
ordinance, regulation or any other restriction of any kind or character to
which
Purchaser is bound.
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ARTICLE
IV
Brokers
or Finders.
Each
party agrees to hold the others harmless and to indemnify them against the
claims of any persons or entities claiming to be entitled to any brokerage
commission, finder’s fee, advisory fee or like payment from such other party
based upon actions of the indemnifying party in connection with the
Transaction.
ARTICLE
V
CLOSING
DELIVERIES
The
Closing.
The
Closing shall take place on or before the Closing Date (unless such date is
extended by the mutual agreement of the Parties) at such location as agreed
to
by the Parties. Notwithstanding the location of the Closing, each party agrees
that the Closing may be completed by the exchange of undertakings between the
respective legal counsel for Seller and Purchaser, provided such undertakings
are satisfactory to each Party’s respective legal counsel.
Deliveries
by the Purchaser.
Purchaser hereby agrees to deliver, or cause to be delivered, to Seller the
following items on Closing:
Certified
Resolution. Copies
of
a resolution, certified by an officer of Purchaser, of the Board of Directors
of
Purchaser approving the terms of this Agreement.
Purchase
Price.
A
cashier’s check, bank check, or wire transfer made to order of Sellers in the
amounts set forth above, to be tendered on or before November 15, 2007.
Deliveries
by Sellers.
Sellers
hereby agrees to deliver to the Purchaser the following items on
Closing:
Executed
Agreement. A
fully
executed copy of this Agreement., executed by each of the Sellers. Sellers
agree
to timely execute any and all additional documents necessary to effectuate
and
record Purchaser’s ownership of the Transferred Claims.
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ARTICLE
VI
CONDITIONS
PRECEDENT TO PURCHASER’
OBLIGATION
TO CLOSE
Purchaser’s
obligation to purchase the Transferred Claims and to take the other actions
required to be taken by Purchaser at the Closing is subject to the satisfaction,
at or prior to Closing, of each of the following conditions (any of which may
be
waived by Purchaser, in whole or in part):
Performance
of Covenants.
Sellers
shall have performed all covenants and agreements required to be completed
prior
to or on closing, including completion of the deliveries required by Article
V
of this Agreement.
Accuracy
of Representations.
All of
Sellers’ representations and warranties in this Agreement must have been
accurate in all material respects as of the date of this Agreement, and must
be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
VII
CONDITIONS
PRECEDENT TO SELLERS’ OBLIGATION TO
CLOSE
The
Sellers’ obligation to sell the Transferred Claims and to take the other actions
required to be taken by Sellers at the Closing is subject to the satisfaction,
at or prior to Closing, of each of the following conditions (any of which may
be
waived by the Sellers, in whole or in part):
Performance
of Covenants.
Purchaser shall have performed all covenants and agreements required to be
completed prior to or on closing, including completion of the deliveries
required by Article V of this Agreement.
Accuracy
of Representations.
All of
Purchaser’s representations and warranties in this Agreement must have been
accurate in all material respects as of the date of this Agreement, and must
be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
VIII
MISCELLANEOUS
Assignability
and Parties in Interest.
This
Agreement shall not be assignable by either of the Parties hereto without the
consent of all other Party hereto. This Agreement shall inure to the benefit
of
and be binding upon the Parties hereto and their respective successors. Nothing
in this Agreement is intended to confer, expressly or by implication, upon
any
other person any rights or remedies under or by reason of this
Agreement.
Not
Arms Length Agreement.
Each
Party recognizes that this Transaction was not consummated at arms length and
may be considered a “related party transaction” under SEC rules and
regulations.
7
Governing
Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Nevada. Each of the parties hereto consents to the
personal jurisdiction of the federal and state courts in the State of Nevada
in
connection with any action arising under or brought with respect to this
Agreement.
Counterparts.
This
Agreement may be executed as of the same effective date in one or more
counterparts, each of which shall be deemed an original.
Headings.
The
headings and subheadings contained in this Agreement are included solely for
ease of reference, and are not intended to give a full description of the
contents of any particular Section and shall not be given any weight whatever
in
interpreting any provision of this Agreement.
Pronouns,
Etc. Use
of
male, female and neuter pronouns in the singular or plural shall be understood
to include each of the other pronouns as the context requires. The word "and"
includes the word "or". The word "or" is disjunctive but not necessarily
exclusive.
Complete
Agreement. This
Agreement, the Appendices hereto, and the documents delivered pursuant hereto
or
referred to herein or therein contain the entire agreement between the parties
with respect to the Transaction and, except as provided herein, supersede all
previous negotiations, commitments and writings.
Modifications,
Amendments and Waivers.
This
Agreement shall not be modified or amended except by a writing signed by each
of
the Parties hereto.
Severability.
If any
term or other provision of this Agreement is invalid, illegal, or incapable
of
being enforced by any rule of law or public policy, all other terms and
provisions of this Agreement will nevertheless remain in full force and effect
so long as the economic or legal substance of the Transaction is not affected
in
any manner adverse to any party hereto. Upon any such determination that any
term or other provision is invalid, illegal, or incapable of being enforced,
the
Parties hereto will negotiate in good faith to modify this Agreement so as
to
effect the original intent of the parties as closely as possible in any
acceptable manner to the end that the Transaction are consummated to the extent
possible.
.
.
.
.
.
.
.
.
.
8
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
|
Xxxxx
Mining, Inc. “Purchaser”
/s/
Xxxxx Xxxxx
By:
Xxxxx Xxxxx
Its:
Chief Executive Officer
|
Xxxxx
Xxxxx “Seller”
/s/
Xxxxx Xxxxx
|
|
Royal
Atlantis Group, Inc. “Seller”
/s/
Xxxxx Xxxxx
By:
Xxxxx Xxxxx, as trustee and
authorized
agent with
regard to the
Transferred
Claims as defined herein above
|
