MINERAL PROPERTY AGREEMENT
Two hung The issuer This Agreement made effective as of the 9th day of October, 2004.
BETWEEN:
GOLDBRIDGE RESOURCES LTD., a
British Columbia company
with offices at Xxxxx 000-000 Xxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0
(herein called “Goldbridge”)
OF THE FIRST PART
AND:
TECKMINE INDUSTRIES INC. a
Nevada company
with offices at Suite 1, 0000 Xxxx Xxxxxxx Xxxx, Xxx
Xxxxx, Xxxxxx, 00000
(herein called “Teckmine”)
OF THE SECOND PART
WHEREAS:
| 2.-1 | Goldbridge owns certain mineral claims located in the Province of British Columbia, Canada (herein called the “Property”). Particulars of the Property are attached hereto as Schedule “A”; and |
| (b) | Goldbridge has agreed to grant to Teckmine an option to acquire a fifty percent (50%) interest in the Property), subject to the terms and conditions hereinafter set out. |
NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payments and the premises, mutual covenants and agreements herein contained, the parties agree as follows:
| 1. | REPRESENTATIONS AND WARRANTIES | |
| 1.1 | Goldbridge represents and warrants to Teckmine that: | |
| (a) | it is a body corporate duly incorporated, organized and validly subsisting under the laws of the Province of British Columbia; | |
| (b) | it has obtained all corporate authorizations for the execution and performance of this Agreement and any agreements referred to or contemplated herein; | |
| (c) | Title to the Property is properly and validly recorded in the name of Goldbridge and to the best of Goldbridge’s knowledge there are no adverse claims or challenges against or to the ownership of or title to the Property nor is there any basis herefore; | |
| (d) | entering into this Agreement does not and will not conflict with, and does not and will not result in a breach of, any agreement or instrument to which Goldbridge is a party; and | |
| (e) | Goldbridge has due and sufficient right and authority to enter into this Agreement and to dispose of its interest in the Property in accordance with this Agreement, and this Agreement has been authorized by all necessary action on the part of Goldbridge. | |
| 1.2 | Teckmine represents and warrants to Goldbridge that: | |
| (a) | it is a body corporate duly incorporated, organized and validly subsisting under the laws of the State of Nevada; | |
- 1 -
| (b) |
it has obtained all corporate authorizations for the execution and performance of this Agreement and any agreements referred to or contemplated herein; | |
| (c) |
the execution and delivery of this Agreement and any of the agreements referred to or contemplated herein, will not conflict with or result in the breach of any agreement to which it is a party. | |
| 2.0 |
The representations and warranties herein set out are conditions on which the parties have relied in entering into this Agreement and shall survive the acquisition of any interest in the Property hereunder and each party will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by him and contained in this Agreement. | |
| 2. |
GRANT OF OPTION | |
| 2.1 |
Goldbridge hereby grants to Teckmine the exclusive right and option (the “Option”) to acquire from Goldbridge a fifty percent (50%) right, title and interest in and to the Property in consideration for the payment of US$22,500, of which $11,250 will be paid upon execution of this Agreement and $11,250 to be paid in six months on November 9th, 2007. | |
| 2.2 |
The term of the Option will be for eighteen (18) months commencing upon the effective date of this Agreement which will be May 9th, 2007. | |
| 2.3 |
Teckmine may exercise the Option by incurring a minimum $250,000 of Expenditures on or before the end of the Term. | |
| 2.4 |
For purposes hereof, “Expenditures” means expenses spent or incurred directly by Teckmine on the Property. | |
| 2.5 |
Immediately upon Teckmine completing the required amount of Expenditures within the time limitations set forth in paragraph 2.3 above, the Option will be deemed to have been exercised and Goldbridge shall forthwith execute and deliver all documents required to complete the transfer of the Property to Teckmine. | |
| 2.6 |
Goldbridge shall make all payments and do such acts as may be required of it to maintain the Property in good standing During the Term hereof. | |
| 2.7 |
Teckmine shall operate in a manner consistent with mining industry standards and will be responsible and liable for any damage caused while carrying out work on the Property and shall indemnify and hold Goldbridge harmless from any and all claims, actions, causes of action and costs (including all legal costs) resulting from, or in any way to any activity carried out by Teckmine on the Property. | |
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| 2.8 |
Teckmine will pay 50% of property taxes which for 2007 are Can$1,492.38 of which Teckmine’s portion is Can$746.19 and will be paid upon execution of this agreement. |
| 3. |
NOTICE |
| 3.1 |
Any notice, direction or other communication required or permitted to be given under this Agreement shall be in writing and may be given by the delivery of the same to the address listed on the first page hereof. |
| 3.2 |
Any notice, direction or other communication aforesaid will be deemed to have been given and received on the day it was delivered. |
| 3.3 |
Any party may at any time give to the other party notice in writing of any change of address of the party filing such notice, and from and after the filing of such notice, the address specified will be the address of such party for the purposes of filing notice hereunder. |
| 4. |
GENERAL PROVISIONS |
| 4.1 |
Arbitration: The parties agree that all questions or matters of dispute as to the interpretation or effect or any provision of this Agreement or any schedules attached hereto shall be finally settled by arbitration carried out by a single arbitrator in accordance with the provisions of the Commercial Arbitration Act of British Columbia. The parties agree that the award of such arbitrator shall be binding upon each of them as to law and fact and there shall be no appeal. |
| 4.2 |
Further Assurances: 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. |
| 4.3 |
Entire Agreement: This Agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto. |
| 4.4 |
Waiver: No consent or waiver, express or implied, by any party to or of any breach or default by any other party of any or all of its obligations under this Agreement will be valid unless it is in writing and stated to be a consent or waiver hereunder. |
| 4.5 |
Currency: All references to monetary amounts in this Agreement are in United States Dollars unless otherwise indicated. |
| 4.6 |
Time of the Essence: Time is hereby expressly made of the essence with respect to the performance by the parties of their respective obligations under this Agreement. |
| 4.7 |
Enurement: This Agreement shall enure to the benefit of and be binding on all the parties hereto and their respective heirs, executors, administrators, personal representatives or successors, as the case may be and permitted assigns. |
| 4.8 |
Assignment: This Agreement and the rights hereunder may be assigned by Teckmine in whole or in part, provided that written notice, not consent, of such assignment shall be provided to Goldbridge. |
| 4.9 |
Schedules: The following schedules are incorporated into this Agreement by reference: |
| Schedule A | Description of Property |
| 4.10 |
Governing Law: This Agreement shall be construed and governed by the laws in force in the Province of British Columbia. This paragraph shall not be construed to affect the rights of a party to enforce a judgment or award outside the said Province, including the right to record or enforce a judgment or award in any jurisdiction in which the Property is situated. |
| 4.11 |
Headings: The headings to the articles, paragraphs, parts or clauses of this Agreement and the table of contents are inserted for convenience only and shall not affect the construction hereof. |
| 4.12 |
Independent Legal Advice: Each of the parties acknowledges and confirms that it has been provided sufficient opportunity to obtain the recommended independent legal advice and understands the terms of, and its rights and obligations under this Agreement. |
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
| SIGNED, AND DELIVERED by | ) |
| GOLDBRIDGE RESOURCES LTD. | ) |
| in the presence of: | ) |
| ) | |
| ) There is no corporate seal | |
| ) | |
| /s/ Signed | ) |
| authorized signatory | |
| SIGNED, SEALED AND DELIVERED by | ) |
| TECKMINE INDUSTRIES INC. | ) |
| in the presence of: | ) |
| ) | |
| ) C/S | |
| ) | |
| /s/ Xxx Xxxxxx | ) |
| authorized signatory |
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SCHEDULE A
To Mineral Property Agreement
DESCRIPTION OF PROPERTY
Table 2-1 List of crown grants and crown fractions – Pioneer
Extension
-sort sequence is lot per folio
| Folio | Lot No. | Description | Area-Xx | Xxxxx date |
| 31909 | 5553 | Garfield | 11.02 | 28 Oct 1935 |
| 31909 | 5554 | Jefferson | 20.42 | 28 Oct 1935 |
| 31909 | 5555 | Washington | 19.89 | 28 Oct 1935 |
| 31909 | 5556 | Cleveland | 9.86 | 28 Oct 1935 |
| 31909 | 5557 | Lincoln | 17.11 | 11 Mar 1936 |
| 31909 | 5558 | Xxxxx | 20.28 | 11 Mar 1936 |
| 31909 | 5559 | Xxxx | 20.90 | 30 Jan 1933 |
| 31909 | 5560 | Pioneer Extension | 20.51 | 20 Mar 1935 |
| 31909 | 5561 | Pioneer Extension Fraction | 16.61 | 11 Mar 1936 |
| 31950 | 5568 | Pioneer Extension No 1 | 19.14 | 11 Mar 1936 |
| 31992 | 5552 | Roosevelt | 16.51 | 28 Oct 1935 |
| 31992 | 5572 | Xxxxx Fraction | 1.55 | 28 Oct 1935 |
| 31992 | 5574 | Overdraft Fraction | 19.68 | 20 Mar 1935 |
| 31992 | 5575 | Full Measure Fraction | 9.49 | 11 Mar 1936 |
| 31992 | 5576 | Undershot No. 1 | 16.53 | 11 Mar 1936 |
| 31992 | 5577 | Undershot No. 2 | 17.06 | 11 Mar 1936 |
| 31992 | 5578 | Undershot No. 3 | 16.08 | 11 Mar 1936 |
| 32069 | 5583 | Plutus No. 1 | 20.90 | 11 Mar 1936 |
| 32069 | 5584 | Plutus No. 2 | 20.90 | 14 Apr 1936 |
| 32069 | 5585 | Plutus No. 3 | 18.65 | 11 Mar 1936 |
| 32069 | 5586 | Plutus No. 4 | 20.25 | 14 Apr 1936 |
| 32069 | 5587 | Plutus No. 5 | 19.11 | 11 Mar 1936 |
| 32069 | 5588 | Plutus No. 6 | 20.84 | 14 Apr 1936 |
| 32069 | 5589 | Plutus No. 7 | 16.94 | 14 Apr 1936 |
| 32131 | 5551 | Xxxxxx Fraction | 14.07 | 28 Oct 1935 |
| 32131 | 5563 | Pioneer Extension No 2 | 10.82 | 11 Mar 1936 |
| 32131 | 5565 | Justrite | 20.30 | 20 Mar 1935 |
| 32131 | 5566 | Docrite | 20.75 | 20 Mar 1935 |
| 32131 | 5567 | Jackrite | 20.90 | 20 Mar 1935 |
| 32131 | 5569 | Two Four Fraction | 1.13 | 3 Mar 1936 |
| 32131 | 5570 | Pioneer Extension no 3 | 14.05 | 30 Jan 1933 |
| 32131 | 5590 | Plutus No. 8 | 20.83 | 19 Feb 1936 |
| 32328 | 5651 | Four Six Fraction | 0.61 | 30 Mar 1936 |
| 32328 | 5652 | Six Eight Fraction | 2.10 | 19 Feb 1936 |
| 32328 | 6165 | Mix No. 1 | 4.62 | 21 Jan 1937 |
| 32328 | 6167 | Last Fraction | 1.74 | 11 Mar 1936 |
| 32328 | 6169 | Diorite | 1.93 | 11 Mar 1936 |
| 32328 | 6170 | Augite | 0.06 | 11 Mar 1936 |
| 32328 | 6174 | Xxxxxxx Fraction | 17.01 | 11 Mar 1936 |
| 32395 | 5653 | Plutus Fraction | 20.80 | 14 Apr 1936 |
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| Folio | Lot No. | Description | Area-Xx | Xxxxx date |
| 32395 | 5654 | Skull | 20.62 | 19 Feb 1936 |
| 32395 | 5655 | Cross Bones | 14.90 | 19 Feb 1936 |
| 32395 | 5656 | Xxx Xxxxxx No. 1 | 20.90 | 14 Apr 1936 |
| 32395 | 5657 | Xxx Xxxxxx No. 2 | 20.90 | 19 Feb 1936 |
| 32395 | 5658 | Mac Fraction | 6.71 | 11 Mar 1936 |
| 32395 | 5659 | Besance | 0.90 | 11 Mar 1936 |
| 32603 | 5660 | Known as “Nomad No 5” | 12.08 | 11 Mar 1936 |
| 32603 | 5661 | Gold Field Deep No 2A | 18.96 | 25 Mar 1936 |
| 32603 | 5800 | Xxxxx Fraction | 17.47 | 14 Apr 1936 |
| 32603 | 7069 | Extra Fraction | 9.60 | 14 Apr 1936 |
| 32603 | 7070 | PEG No 1 Fraction | 11.58 | 14 Apr 1936 |
| 32603 | 7071 | PEG Fraction | 17.46 | 14 Apr 1936 |
| 32638 | 5802 | Xxx Xxxxxx No. 4 | 20.90 | 19 Feb 1936 |
| 32638 | 5803 | Xxx Xxxxxx No. 5 | 17.75 | 19 Feb 1936 |
| 32638 | 5806 | Xxx Xxxxxx No. 6 | 16.60 | 19 Feb 1936 |
| 32638 | 5808 | Xxx Xxxxxx No. 8 | 15.53 | 19 Feb 1936 |
| 32638 | 5809 | Xxx Xxxxxx Fraction | 15.57 | 19 Feb 1936 |
| 32638 | 5811 | Close Fraction | 19.72 | 19 Feb 1936 |
| 32638 | 5812 | Close A Fraction | 19.25 | 19 Feb 1936 |
| 32700 | 5662 | Undershot Fraction | 4.09 | 11 Mar 1936 |
| 32700 | 5663 | Mix Fraction | 7.30 | 11 Mar 1936 |
| 32700 | 5664 | Odd Fraction | 0.76 | 11 Mar 1936 |
| 32700 | 5807 | Xxx Xxxxxx No. 7 | 15.75 | 19 Feb 1936 |
| 32700 | 5833 | EPU | 8.82 | 11 Mar 1936 |
| 32700 | 5834 | EPU No. 1 | 18.21 | 11 Mar 1936 |
| 32700 | 5836 | EPU No. 3 Fraction | 18.85 | 14 Apr 1936 |
| 32735 | 5835 | EPU No. 2 | 20.89 | 20 Feb 1936 |
| 32735 | 5837 | EPU No. 4 | 20.90 | 14 Apr 1936 |
| 32735 | 5838 | EPU No. 5 | 20.90 | 10 Feb 1936 |
| 32735 | 5839 | EPU No. 6 | 17.15 | 20 Feb 1936 |
| 32735 | 5840 | Xxx | 20.90 | 20 Feb 1936 |
| 32735 | 5841 | EPU No. 7 | 19.79 | 20 Feb 1936 |
| 32735 | 5845 | East | 9.40 | 11 Mar 1936 |
| 33359 | 648 | XxXxxxxx | 9.65 | 28 May 1929 |
| 33359 | 2162 | A1 Fraction | 2.68 | 3 Mar 1936 |
| 33359 | 2163 | Hyatt Fraction | 7.98 | 14 Apr 1936 |
| 33359 | 2164 | Don Fraction | 10.63 | 14 Apr 1936 |
| 33359 | 6172 | Alta | 20.90 | 11 Mar 1936 |
| 33359 | 0000 | Xxxxxx | 19.89 | 11 Mar 1936 |
| 33359 | 6202 | Xxxxx A Fraction | 20.66 | 14 Apr 1936 |
| total area | 1193.89 ha |
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