RIGHT TO REDEEM AND RE-ACOUIRE AGREEMENT
THIS AGREEMENT made of the 20th day of July, 2000,
BETWEEN:
AARDVARK AGENCIES INC., a Washington corporation having a
business office at 0000 0xx X xxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxxxx 00000
("Aardvark")
OF THE FIRST PART
AND:
CALAIS RESOURCES COLORADO, INC., a Nevada corporation having
an office for delivery located at Xxxx 0, 0000 Xxxx Xx.,
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Calais")
OF THE SECOND PART
WHEREAS:
A. Calais has transferred to Aardvark an undivided one hundred percent
(100%) interest in and to those certain mineral and land interests which are
more particularly described in Schedule " A " attached hereto and forming a
material part of this Agreement (the "Property"); and
B. Aardvark wishes to grant to Calais the right to redeem the Property
and re-acquire the Property on the terms and subject to the conditions as are
more particularly set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements hereinafter contained the parties hereto agree
as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 Each party represents and warrants to the other party hereto
that:
(a) The parties have full power and authority to enter into
this Agreement and any agreement or instrument referred to
or contemplated by this Agreement;
(b) Neither the execution and delivery of this Agreement nor
any of the agreements contemplated hereby, nor the
consummation of the transactions hereby contemplated,
conflict with, or result in the breach of, or accelerate
the performance required by any agreement to which they are
a party; and
(c) The parties will diligently and in good faith perform their
duties and obligations of this Agreement in the event of a
party conducting or supervising exploration and development
then it shall conduct or supervise the same in a careful,
diligent, efficient and professional manner and shall keep
the Property in good standing.
1.2 Aardvark represents and warrants to Calais that:
(a) It is the legal owner of all of the land and mineral
interests comprising the Property, free and clear of all
liens, charges and claims of others, and, except as
disclosed herein, no taxes or rentals are due in respect of
any thereof, Aardvark has free and unimpeded right of
access to the Property and Aardvark has use of the Property
surface for the herein purposes; and
(b) The mineral and land interests comprised in the Property
have been duly and validly recorded pursuant to the laws of
the jurisdiction in which the Property is situate and the
Property is in good standing with the Boulder County Clerk
and Recorder, on the date of this Agreement.
2. GRANT AND MAINTENANCE OF THE RIGHT
2.1 Aardvark hereby gives and grants to Calais the right to redeem
the Property in accordance with the terms and conditions of this Agreement (the
"Right") and to re-acquire title hereto.
2.2 In order to redeem the Property, Calais shall pay to Aardvark the
amount paid to Calais by Aardvark at the time the Property was transferred from
Calais to Aardvark, and such payment shall be made within a period of ten (10)
years from the date of execution of this Agreement. The amount of the payment
shall be $3.5 million (U.S.), less the amount of any note and deed of trust upon
which an amount is still owing by Aardvark to Calais by reason of the original
purchase which debt shall be offset at closing.
2.3 During the currency of this Agreement, Calais shall keep the
Property in good standing, free and clear of all liens and encumbrances
resulting from its activities on the Property, and shall maintain adequate
insurance coverage protecting the parties to this Agreement from third party
claims. During the currency of the Agreement, Calais shall pay any property or
ad valorem taxes which may fall as due from time to time.
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3. ACQUISITION OF INTEREST IN THE PROPERTY
3.1 At such time as Calais has made the required payment in
accordance with Paragraph 2.2 above, within the time period specified, Aardvark
shall give to Calais a general warranty deed for the property, whereupon Calais
shall become the owner of the Property.
4. RIGHT OF ENTRY
4.1 Except as otherwise provided in this Agreement, throughout the
term of this Agreement, Calais and its servants, agents and independent
contractors, shall have the right in respect of the Property to:
(a) Enter in, under and upon the Property;
(b) Have quiet possession of the Property;
(c) Do such prospecting, exploration, development and/or other
mining work thereon and thereunder as it in its sole
discretion may determine advisable;
(d) Bring upon and erect upon the Property buildings, plants,
machinery and equipment as Calais may deem advisable; and
(e) Remove from the Property and dispose of ores, minerals and
metals.
5. RESTRICTIONS ON ALIENATION
5.1 Aardvark shall not transfer, convey, assign, mortgage or grant an
option in respect of or grant a right to purchase or in any way transfer,
encumber or alienate all or any portion of its interest in the Property .
6. REGISTRATION AND TRANSFER OF PROPERTY INTERESTS
6.1 Upon the request of Calais, Aardvark shall assist, when required,
Calais to record this Agreement with the appropriate recording offices, and
Aardvark shall further provide Calais with such recordable transfers as Calais
and its counsel shall require to record their due interests in respect of the
Property.
7. Obligations of Calais During the Period
7.1 During the period of this Agreement Calais shall:
(a) Maintain in good standing the Property by the doing and
filing of assessment work or the making of payments in lieu
thereof, by the payment of property taxes and rentals and
the performance of all other actions which may be
necessary. in that regard and in order to keep the Property
free and clear of all liens and other charges arising from
Calais'
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activities thereon except those at the time contested in
good faith by Calais; and
(b) Do all work on the Property in a good and minerlike fashion
and in accordance with all applicable laws, regulations,
orders and ordinances of any governmental authority.
8. CONFIDENTIAL INFORMATION
8.1 No information furnished by Calais to Aardvark hereunder in respect
of the activities carried out on the Property by Calais, or related to the sale
of product derived from the Property, shall be published by Aardvark without the
prior written consent of Calais, but such consent in respect of the reporting of
factual data shall not be unreasonably withheld, and shall not be withheld in
respect of information required to be publicly disclosed pursuant to applicable
securities or corporation laws .
9. NOTICE
9.1 Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be sent by prepaid
registered mail deposited in a Post Office in Canada or the United States of
America addressed to the party entitled to receive the same, or delivered to
such party , at the address for such party specified above. The date of receipt
of such notice, demand or other communication shall be the date of delivery
thereof if delivered, or, if given by registered mail as aforesaid, shall be
deemed conclusively to be the third day after the same shall have been so
mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee.
9.2 Either party may at any time and from time to time notify the other
party in writing of a change of address and the new address to which notice
shall be given to it thereafter until further change.
10. GENERAL
10.1 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the parties in
respect of the subject matter of this Agreement.
10.2 The parties have not created a partnership and nothing contained
in this Agreement shall in any manner whatsoever constitute any party the
partner, agent or legal representative of any other party , nor create any
fiduciary relationship between them for any purpose whatsoever. No party shall
have any authority to act for, or to assume any obligations or responsibility on
behalf of, any other party except as may be, from time to time, agreed upon in
writing between the parties or as otherwise expressly provided.
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10.3 No consent or waiver expressed or implied by either party in
respect of any breach or default by the other in the performance by such other
of its obligations hereunder shall be deemed or construed to be a consent to or
a waiver of any other breach or default.
10.4 Words used herein importing the singular number shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders and vice versa, and work importing persons shall
include firms, partnerships and corporations.
10.5 Time is of the essence of this Agreement.
10.6 The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further assurance which
may be reasonably necessary or a4visable to carry out fully the intent of this
Agreement or to record wherever appropriate the respective interests from time
to time of the parties in the Property .
10.7 This Agreement is subject to regulatory approval and the parties
agree to make any reasonable amendments hereto as may be required by any
regulatory authorities.
10.8 This Agreement shall be construed in accordance with the laws in
force from time to time in the Province of British Columbia.
10.9 This Agreement shall enure to the benefit of and be binding upon
the parties and their respective successors and permitted assigns.
IN WITNESS WHEREOF the corporate seal of Calais and Aardvark has been hereunto
affixed in the presence of its duly authorized officers in that behalf as of the
day and year first above written.
THE CORPORATE SEAL of )
AARDVARK AGENCIES, INC. )
Was hereunto affixed in the presence of: )
)
)
-------------------------------- )
Authorized Signatory )
)
)
-------------------------------- )
Authorized Signatory
ATTEST:
-------------------------
Secretary to
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THE CORPORATE SEAL of )
CALAIS RESOURCES COLORADO, )
INC. )
Was hereunto affixed in the presence of: )
)
)
-------------------------------- )
Authorized Signatory )
)
)
-------------------------------- )
Authorized Signatory
ATTEST:
-------------------------
Secretary to
PROVINCE OF B.C. )
)ss.
CITY OF CHILLIWACK )
The foregoing instrument was acknowledged before me this 20th day of
July 2000 by Xxxx Xxx Xxxxxx and _____ for Aardvark Agencies, Inc.
Witness my hand and seal.
--------------------------
Notary Public
My commission expires:
--------------------
STATE OF COLORADO )
)ss.
COUNTY OF BOULDER )
The foregoing instrument was acknowledged before me this 15th day of
April 1999 by Xxxxxx X. Xxxxxxxxx Calais Resources Colorado, Inc.
Witness my hand and seal.
--------------------------
Notary Public
My commission expires:
--------------------
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SCHEDULE " A "
THIS IS SCHEDULE " A " to the Right to Redeem and Re-Acquire Agreement dated the
15th day of April, 1999, between Aardvark Agencies, Inc., and Calais Resources
Colorado, Inc.
(SEE ATTACHED PP. 1-5)
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