Exhibit 10.1
PURCHASE AND SALE AGREEMENT
BETWEEN
CANTOP VENTURES INC.
AND
XXXXX XXXXXX
Dated as of the 3rd day of March, 2005
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 3rd day of March, 2005
AMONG:
CANTOP VENTURES INC. a company existing under the laws of the State of
Nevada and having its head office at 0000 Xxxxxx Xxxx, Xxxxxxx, XX, 00000
("Cantop Ventures Inc.")
AND:
XXXXX XXXXXX, of 000 - 000 Xxxxxxxxx Xx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0 (the "Vendor")
WHEREAS:
A. The Vendor owns a 100% interest in a mineral exploration claim located
Approx 2 Kilometers East of Deep Water Bay (N.T.S. 00X/00X) Xxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx;
B. The Vendor wishes to sell and Cantop Ventures Inc. wishes to purchase a
100% interest in the Property on the terms and conditions contained in this
Agreement.
In consideration of the premises, covenants and agreements contained in this
Agreement, the parties covenant and agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions
For the purposes of this Agreement and the recitals in and Schedule to this
Agreement, unless the context otherwise requires, the following words and
phrases will have the meanings indicated below:
(a) "Agreement" means this Agreement including the Schedule hereto, which
are incorporated by this reference, as amended and supplemented;
(b) "Property" means the Copper Road I - VI claim located Approx 2
Kilometers East of Deep Water Bay (N.T.S. 00X/00X) Xxxxxx Xxxxxx xx
Xxxxxxx Xxxxxxxx as described in Schedule 1 hereto;
(c) "Purchase Price" means the $3,500 purchase price for the Property as
contemplated in this Agreement;
(d) "The Vendor" means Xxxxx Xxxxxx;
(e) "Cantop Ventures" means Cantop Ventures Inc., a company incorporated
and existing under the laws of Nevada;
1.2 Interpretation
In this Agreement, except as otherwise expressed or provided or as the context
otherwise requires:
(a) the headings and captions are provided for convenience only and will
not form a part of this Agreement, and will not be used to interpret,
define or limit the scope, extent or intent of this Agreement or any
of its provisions; and
(b) a reference to time or date is to the local time or date in Vancouver,
Canada, unless specifically indicated otherwise;
1.3 Amendment
No amendment, waiver, termination or variation of the terms, conditions,
warranties, covenants, agreements and undertakings set out herein will be of any
force or effect unless the same is reduced to writing duly executed by all
parties hereto in the same manner and with the same formality as this Agreement
is executed.
1.4 Waiver
No waiver of any of the provisions of this Agreement will constitute a waiver of
any other provision (whether or not similar) and no waiver will constitute a
continuing waiver unless otherwise expressly provided.
1.5 Schedule
The following Schedule is attached hereto and form a part hereof:
Schedule Subject
-------- -------
1 Description of Property
1.6 Currency
All dollar ($) references in this Agreement are to United States dollars.
2. PURCHASE AND SALE
2.1 Purchase and Sale
Subject to the terms and conditions of this Agreement and based on the
representations and warranties contained in this Agreement, Cantop Ventures Inc.
hereby offers to purchase the Property from the Vendor and the Vendor hereby
agrees to sell the Property to Cantop Ventures Inc.
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2.2 Consideration
In consideration for the sale by the Vendor to Cantop Ventures Inc. of the
Property, Cantop Ventures Inc. will pay the Purchase Price for the Property to
the Vendor on the Closing date.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of The Vendor
The Vendor represents and warrants to and in favour of the Cantop Ventures Inc.
as follows and acknowledges that Cantop Ventures Inc. is relying upon such
representations and warranties in consummating the transactions contemplated by
this Agreement:
(a) This Agreement has been duly executed and delivered by the Vendor and
constitutes a valid and binding obligation of the Vendor in accordance
with its terms;
(b) Schedule 1 hereto contains an accurate and complete description of the
Property;
(c) No person has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any interest
in the Property;
(d) The entering into, execution, delivery and performance by the Vendor
of this Agreement will not violate or contravene or conflict with or
result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of
the terms and conditions of any contract, agreement, commitment,
arrangement or understanding pursuant to which the Vendor holds or has
acquired its interest in the Property or any other contract,
agreement, commitment, arrangement, understanding or restriction,
written or oral, to which the Vendor is a party or by which it is
bound;
(e) To the best of the knowledge of the Vendor after due enquiry, there
are no legal conflicts of any nature and no investigations or legal or
administrative affairs pending against the Vendor in connection with
the Property or for any other cause and there is no pending or
threatened decree, decision, sentence, injunction, order or award of
any court, arbitral tribunal or governmental authority or any action,
procedure, arbitration, administrative or judicial investigation,
actual or threatened, with respect to the Vendor or the Property;
(f) The Vendor holds all right, title and interest in and to the Property,
and the Property is free of any lien, claim, pledge, privilege, levy,
lease, sublease or rights of any person and other than government
royalties, government work requirements and other conditions imposed
by a governmental authority;
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3.2 Representations and Warranties of Cantop Ventures Inc.
Cantop Ventures Inc. represents and warrants to and in favour of the Vendor as
follows and acknowledges that the Vendor is relying upon such representations
and warranties in consummating the transactions contemplated by this Agreement:
(a) Cantop Ventures Inc. is a corporation duly incorporated and validly
subsisting and in good standing in the State of Nevada;
(b) Cantop Ventures Inc. has the corporate power and authority to enter
into this Agreement and to perform its obligations hereunder;
(c) The execution and delivery of this Agreement and the completion of the
transactions contemplated herein will constitute a valid and binding
obligation of Cantop Ventures Inc. enforceable against it in
accordance with its terms;
(d) The entering into, execution, delivery and performance by the Cantop
Ventures Inc. of this Agreement will not violate or contravene or
conflict with or result in a breach of or default or give rise to any
right of termination, acceleration, cancellation or modification under
any of the terms and conditions of any contract, agreement,
commitment, arrangement, understanding or restriction, written or
oral, to which Cantop Ventures Inc. is a party or by which it is bound
or under the constating documents or directors' or shareholders'
resolutions of Cantop Ventures Inc.;
4. CLOSING
4.1 Time and Place of Closing
The closing (the "Closing") of this Agreement will take place at the offices of
Cantop Ventures Inc. at 4:00 p.m. (Vancouver time) on March 3rd, 2005.
4.2 Closing Documents
At Closing, the parties hereto will table the following documents:
(a) Documents of The Vendor: The Vendor will table for delivery to Cantop
Ventures Inc. title transfer documents relating to the Property in a
form acceptable to Cantop Ventures Inc.'s legal counsel.
(b) Documents of Cantop Ventures Inc. Cantop Ventures Inc. will table for
delivery to the Vendor a certified check, or Bank Draft, or a check
issued from an attorney's trust account for $3,500 made payable to the
Vendor.
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5. TERMINATION
5.1 Mutual Termination
This Agreement may, prior to Closing, be terminated by the parties hereto by
mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
Time is and will be of the essence of each and every provision of this
Agreement.
6.2 Finder's Fees and Brokers' Commission
Each of the parties hereto represents to the other that it has not incurred any
liability for any finders' fee or brokers' commission in connection with the
execution of this Agreement or the consummation of the transactions contemplated
herein.
6.3 Expenses
Cantop Ventures Inc. will be responsible for all fees and expenses in connection
with the preparation, execution and delivery of this Agreement and the
preparation and completion of all other agreements, documents, approvals and
transactions contemplated by this Agreement.
6.4 Further Assurances
Each of the parties hereto will, whether before or after Closing and at the
expense of Cantop Ventures Inc., execute and deliver all such further documents
and instruments, give all such further assurances, and do all such acts and
things as may reasonably be required to carry out the full intent and meaning of
this Agreement.
6.5 Entire Agreement
This Agreement and the Schedule hereto contain the whole agreement among the
parties hereto in respect of the subject matter hereof and supersedes and
replaces all prior negotiations, communications and correspondence between the
parties hereto. There are no warranties, representations, terms, conditions or
collateral agreements, express or implied, statutory or otherwise, among the
Vendor and Cantop Ventures Inc. other than as expressly set forth in this
Agreement and the Schedule hereto.
6.6 Enurement
This Agreement will enure to the benefit of and be binding upon each of the
parties hereto and their respective successors, liquidators and permitted
assigns.
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6.7 Assignment
No party hereto may assign any of its right, title or interest in, to or under
this Agreement, nor will any such purported assignment be valid amongst the
parties hereto, except with the prior written consent of all parties hereto,
such consent not to be unreasonably withheld.
6.8 Governing Law
This Agreement will be construed and interpreted in accordance with the laws of
the Province of British Columbia, Canada and the laws of Canada applicable
therein. The parties hereto irrevocably attorn to the jurisdiction of the
arbitrators and courts of the Province of British Columbia, Canada and the venue
for any actions or arbitrations arising out of this Agreement will be Vancouver,
Canada.
6.9 Notices
All notices, payments, and other required communications ("Notices") to the
parties hereto shall be in writing and shall be addressed respectively as
follows:
(a) If to Cantop Ventures Inc.:
Cantop Ventures Inc.
0000 Xxxxxx Xxxx,
Xxxxxxx, Xxxxxx, 00000
(b) If to the Vendor:
Xxxxx Xxxxxx
818 - 000 Xxxxxxxxx Xx.
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
All notices shall be given (i) by personal delivery to the party by leaving a
copy at the place specified for notice with a receptionist or an apparently
responsible individual, or (ii) by electronic facsimile communication. All
notices will be effective and will be deemed delivered (i) if by personal
delivery, on the date of delivery if delivered during normal business hours and,
if not delivered during normal business hours, on the next business day
following delivery, and (ii) if by electronic communication, on the next
business day following receipt of the electronic communication. A party hereto
may change its address for notice by notice to the other party.
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6.10 Counterparts
This Agreement, and any certificates or other writing delivered in connection
herewith, may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same documents, and all such
counterparts will be construed together and will constitute one and the same
instrument. The execution of this Agreement and any other writing by any party
hereto or thereto will not become effective until counterparts hereof or
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages, hereof or thereof, to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart.
The parties hereto have executed and delivered this Agreement as of the date
first written above.
CANTOP VENTURES INC.
Per: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
President
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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SCHEDULE 1
DESCRIPTION OF PROPERTY
Claim Name Tenure Number Expiry Date
---------- ------------- -----------
Xxxxxx Xxxx X - XX 000000 March 3, 2006
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