TAB 99 ASSIGNMENT AGREEMENT
THIS AGREEMENT MADE as of the 18th day of January A. D. 1999.
BETWEEN: The TAB 99 SYNDICATE comprising Xxxxx Xxxxxxxx of Grants Pass, Oregon,
Xxxxx Xxxxxxxxxxxxx of Xxxxxxxx, Oregon, Xxxxxxx Xxx of Salt Lake
City, Utah, and Gemexport Limited an international business
corporation incorporated under the laws of Barbados, having an office
at the City of Grants Pass, Oregon, U.S.A. (hereafter collectively
called "the Assignor")
OF THE FIRST PART
-and-
THE AMERICAS MINING CORPORATION, a body incorporated under the laws of
the State of Utah, U.S.A., and having an office at Salt Lake City,
Utah, U.S.A. (herein after called "the Assignee")
OF THE SECOND PART
WHEREAS the Assignor is the beneficial owner of the following mining claims
recorded in the name of Xxxxx Xxxxxxxx:
The TAB 99-1 through TAB 99-16 and TAB 99-25 claims located in Xxx 00
Xxx 41S Rng 9W of Willamette Meridian, Xxxxxxxxx County, Oregon and
TAB 99-17 through TAB 99-24 and TAB 99-26 through TAB 99-31 claims
located in Xxx 00X Xxx 0X of Humbolt Meridian, Del Norte County,
California (hereinafter called the "Claims")
by virtue of a syndicate agreement dated December 1, 1998 (attached hereto as
Exhibit "A" and made a part hereof and hereinafter called the "Syndicate
Agreement.")
AND WHEREAS the Assignor has agreed to assign to the Assignee and the
Assignee has agreed to purchase the Assignor's interest in the Claims on the
terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
one dollar now paid by the Assignee to the Assignor (receipt of which is hereby
acknowledged by the Assignor) and of the covenants and agreements of the parties
hereto hereinafter set forth, the parties hereto do hereby covenant and agree as
follows:
TRANSFER OF INTEREST
1.1 The Assignor hereby sells, assigns, transfers and conveys to the Assignee
all of its interest in the Claims to have and to hold the same, together with
all benefit and advantage to be derived therefrom.
1.2 The Assignee hereby purchases and accepts from the Assignor all its interest
in the Claims.
1.3 The Assignor does not purport to convey and does not warrant any better
title to the Claims hereby assigned than it now has or is entitled to receive
but warrants and represents to the Assignee that it has not encumbered or
alienated any of its interest in the Claims conveyed hereunder.
ASSIGNOR'S COVENANTS
2.1 The Assignor covenants and agrees with the Assignee that the Assignee shall
have all the rights of the Assignor with respect to the Claims and without
limiting the generality of the foregoing, shall have the right to explore and
mine the properties contained within the Claims.
2.2 The Assignor consents and agrees with the Assignee that it shall indemnify
and save harmless the Assignee from and against all claims, causes of action,
suits and demands by any person or persons with respect to the Claims which
arise or may arise as a result of or in any manner connected with an act or
omission occurring prior to the date of this agreement.
ASSIGNOR'S REPRESENTATIONS
3.1 The Assignor represents and warrants that, as of the date of this agreement
the Claims are duly recorded and are in good standing.
3.2 The Assignor represents and warrants that the assignment contained herein
does not contravene or result in a breach of the Syndicate Agreement.
ASSIGNEE'S COVENANTS
4.1 The Assignee covenants and agrees that it shall, as part of the
consideration for the within assignment issue common shares of its capital stock
as now constituted to the members of the TAB 99 Syndicate in the amounts set
forth below opposite their names:
Name Number of Shares
---- ----------------
Xxxxx Xxxxxxxx 100,000
Xxxxx Xxxxxxxxxxxxx 100,000
Xxxxxxx Xxx 200,000
Gemexport Limited 2,000,000
4.2 The Assignee covenants and agrees with the Assignor that it shall assume the
Assignor's obligations and burdens under the Claims and that it shall indemnity
and save harmless the Assignor from and against all claims, causes of action,
suits and demands by any person or persons with respect to the Claims.
MUTUAL CONVENANTS
5.1 The parties hereto mutually agree and covenant to exchange all relevant
information concerning the Claims and the Syndicate Agreement in order that the
provisions of the Claims and Syndicate Agreements be complied with and further
agree that if the Assignee has received
notice of a default and fails to remedy or dispute such default within 5 days of
receipt of the said notice then the Assignor may, at the sole expense of the
Assignee, remedy or dispute such default.
MISCELLANEOUS
6.1 This agreement shall be governed and construed in accordance with the laws
of the State of Oregon.
6.2 This agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective heirs, executors, administrators, successors and
assigns.
6.3 The parties hereto agree to do such further and other acts and execute such
further and other documents as may be necessary to carry out the true intent and
meaning of this Agreement.
6.4 Notwithstanding anything contained herein this agreement shall be effective
as of the 18th day of January 1999.
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement
as of the day and year first above written.
TAB 99 SYNDICATE THE AMERICAS MINING CORPORATION
Per: /s/ Xxxxx Xxxxxxxx Per: /s/ Xxxxxxx Xxx
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Xxxxx Xxxxxxxx Xxxxxxx Xxx
Per: /s/ Xxxxx Xxxxxxxxxxxxx
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Xxxxx Xxxxxxxxxxxxx
Per: /s/ Xxxxxxx Xxx
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Xxxxxxx Xxx
GEMEXPORT LIMITED
Per: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
