ASSIGNMENT AGREEMENT
THIS
AGREEMENT is dated the 15th day of May,
2008.
BETWEEN: MAR KED MINERAL
EXPLORATION, Inc a company duly incorporated inthe State of
Nevada and having an office at 000 Xxxxx Xxxxxx Xxxxx 0000, Xxxxxxx,Xxxxxxxxxx
00000
("MAR KED")
AND: COASTAL URANIUM HOLDINGS LTD.,
a company duly incorporated in the Province of British Columbia and
having a registered and records office at #2201 – 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("COASTAL”)
WHEREAS:
A.
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COASTAL
is party to a mineral property purchase and joint venture agreement (the
“Maxore Agreement”) dated August 2, 2007 between itself and Maxore
Minerals Corp. (“Maxore”) whereby it has the right and option to acquire
an undivided 50% right, title and interest in and to certain mineral
claims in the Athabasca region (the “Property”) as described more
particularly in Schedule “A” attached
hereto.
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B.
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COASTAL
wishes to assign to MAR KED, and MAR KED wishes to acquire, any and all
interest of COASTAL in and to the Maxore Agreement as related to mineral
claims S-110474 and S-110475 only (the “Assigned Properties”) in
consideration of the issuance to COASTAL of 3,500,000 common shares
of MAR KED and cash in amount of $ 250,000.00 payable to
COASTAL or to the third party by COASTAL request in further
consideration of MAR KED assuming all financial obligations (including
obligations to fund the joint venture under the Maxore Agreement) of
COASTAL under the Maxore Agreement.
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C.
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Maxore
has consented, by way of its execution of this Agreement below, to the
assignment of COASTAL’s interest in and to the Maxore Agreement to MAR
KED.
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NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the mutual covenants and provisos
herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. COASTAL’S
REPRESENTATIONS
1.1 COASTAL
represents and warrants to MAR KED that:
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(a)
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under
the terms of an agreement (the “Maxore Agreement”) dated the 2nd
day of August, 2007, it has the right to acquire, from Maxore Minerals
Corp. (“Maxore”)
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up
to a 50% beneficial right, title and interest in and to the Property and
holds the right to explore and develop the Property, subject to applicable
rules and regulations and the terms of the Maxore
Agreement;
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(b)
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save
and except as concerns its agreements with MAR KED and with Maxore, to the
best of COASTAL’s knowledge, Maxore holds the Property free and clear of
all liens, charges and claims of
others;
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(d)
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the
Property has been, or to the best of the knowledge of COASTAL has been,
duly and validly located and recorded in a good and miner-like manner
pursuant to the laws of the Province of Saskatchewan and the claims are in
good standing in the Province of Saskatchewan as of the date of this
Agreement;
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(e)
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COASTAL
is duly incorporated under the laws of its incorporating jurisdiction and
is a valid and subsisting company in good standing under those
laws;
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(f)
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COASTAL
has, provided that Maxore consents, the right to transfer, convey, option
and assign its interest in the Assigned Properties and in the Maxore
Agreement to MAR KED as contemplated in this
Agreement;
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(g)
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there
are no adverse claims or challenges against or to COASTAL’s interest in
the Property and the Maxore Agreement, nor to the knowledge of COASTAL is
there any basis therefor, and to COASTAL’s knowledge, there are no
outstanding agreements or options to acquire or purchase the Property or
any portion thereof other than the Maxore Agreement and an agreement
between Maxore and MAR KED executed concurrently therewith (and after
amended);
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(h)
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COASTAL
has the full right, authority and capacity to enter into this Agreement
without first obtaining the consent of any other person or body corporate
and the consummation of the transaction herein contemplated will not
conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation of
any encumbrance under the provisions of any indenture, agreement or other
instrument whatsoever to which COASTAL is a party or to which it is
subject; and
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(j)
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no
proceedings are pending, and COASTAL is unaware of any basis for, the
institution of any proceedings which could lead to the placing of COASTAL
in bankruptcy or insolvency, or in any position similar to bankruptcy,
such that any person could claim an interest in and to the Property from
MAR KED notwithstanding that MAR KED is at arm’s length with COASTAL and
is entering into this Agreement for good and valuable
consideration.
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1.2
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The
representations and warranties of COASTAL set out in paragraph 1.1 above
form a part of this Agreement and are conditions upon which MAR KED has
relied in entering into this
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Agreement and shall survive the
acquisition of any interest in the Property by MAR KED.
1.3
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COASTAL
will indemnify MAR KED 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 COASTAL and contained
in this Agreement including, without limiting the generality of the
foregoing, against any and all loss, damage, costs, actions and suits
which may be brought as a result of any shareholder actions on the part of
COASTAL’s shareholders. In lieu of any monetary
indemnification, MAR KED may claim from COASTAL indemnification in the
form of repayment, sale or transfer to it of some or all of the MAR KED
Shares (as that term is defined in section 4.1
below).
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2. MAR
KED'S REPRESENTATIONS
2.1
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MAR
KED warrants and represents to COASTAL that it is a body corporate, duly
incorporated
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under
the laws of the State of Nevada with full power and absolute capacity to
enter into this Agreement and that the terms of this Agreement have been
or will be authorized by all necessary corporate acts and deeds in order
to give effect to the terms hereof.
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3. ASSIGNMENT
OF OPTION
3.1
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COASTAL
hereby assigns to MAR KED its sole and exclusive beneficial right and
option (the "Option") to acquire a 50% undivided beneficial right, title
and interest in and to the Assigned Properties which Option is granted
under, and subject to, the terms of the Maxore
Agreement.
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4. ASSIGNMENT
PRICE
4.1
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MAR
KED shall pay for the assignment of the Option by issuing to COASTAL a
total of 3,500,000
common shares (the “MAR KED Shares”) and cash in amount
of $
250,000.00 payable to COASTAL or to the third party by COASTAL
request in further consideration of MAR
KED and by assuming all of the obligations of
COASTAL under the Maxore Agreement, including the
obligation to make payments to Maxore as operator of the
Property.
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5. CONDITION
PRECEDENT
5.1
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This
Agreement is expressly subject to the consent of Maxore to its
terms.
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6. RIGHT
TO ABANDON PROPERTY INTERESTS
6.1
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Nothing
in this Agreement shall require MAR KED to continue payments to Maxore
under the terms of the Maxore
Agreement.
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6.2
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In
the event that MAR KED decides to abandon work on the Property interests
and wishes to cease payments to Maxore under the terms of the Maxore
Agreement, it may do so on sixty (60) days’ notice to both COASTAL and
Maxore and, upon expiry of the sixty (60) day notice period, MAR KED shall
be deemed to have surrendered, transferred and assigned back to
COASTAL all interest in the Assigned
Properties.
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6.3
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Upon
abandonment in section 6.2 hereof, MAR KED agrees that it shall have no
right to claim back the MAR KED Shares but that the MAR KED Shares are the
property of COASTAL regardless of MAR KED's decision to continue with or
abandon the Property interests.
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7. FURTHER
ASSURANCES
7.1
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The
parties hereto agree to do or cause to be done all acts or things
reasonably necessary to implement and carry into effect the provisions and
intent of this Agreement including, without limiting the generality of the
foregoing, obtaining consent resolutions, or minutes, of their respective
boards of directors consenting and approving of this
Agreement.
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8. FORCE
MAJEURE
8.1
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If
either of the parties hereto is prevented from or delayed in complying
with any provisions of this Agreement
by reasons of strikes, labour disputes, lockouts, labour shortages, power
shortages, fires, wars, acts of God, governmental regulations restricting
normal operations or any other reason or reasons beyond their control, the
time limited for the performance of various provisions of this
Agreement as set out above shall be extended by a period of time equal in
length to the period of such prevention and delay, and they, insofar as is
possible, shall promptly give written notice the other party of the
particulars of the reasons for any prevention or delay under this
paragraph, and shall take all reasonable steps to remove the cause of such
prevention or delay and shall give written notice as soon as such cause
ceases to exist.
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9. ENTIRE
AGREEMENT
9.
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Save
and except the Maxore Agreement, by which the parties agree to be bound,
this Agreement constitutes the entire agreement to date between the
parties hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral or
written, express or implied, statutory or otherwise, between the parties
hereto with respect to the subject matter of this
Agreement.
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10.
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NOTICE
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10.1
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Any
notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered, or if mailed by registered mail,
in the case of eitheraddressed to them as
follows:
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MAR KED
Mineral Exploration
000 Xxxxx Xxxxxx, Xxxxx
0000
Xxxxxxx,
Xxxxxxxxxx 00000
and in the case of COASTAL addressed as
follows:
Coastal Uranium Holdings
Ltd.
#2201 – 0000 Xxxxxxx
Xxxxxx,
Xxxxxxxxx, Xxxxxxx
Xxxxxxxx
Xxxxxx X0X 0X0
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and
any notice given shall be deemed to have been given, if delivered, when
delivered, or if mailed by registered mail, on the fourth business day
after the date of mailing thereof.
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10.2
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Either
party hereto may from time to time by notice in writing change its address
for the purpose of this paragraph.
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11.
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TIME
OF ESSENCE
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11.1
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Time
shall be of the essence of this
Agreement.
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12.
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CURRENCY
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12.1
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All
funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of the United States of
America.
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13.
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APPLICABLE
LAW
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13.1
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Except
as applies to the mineral claims laws of the Province of Saskatchewan,
this Agreement shall be governed by the laws of the Province of British
Columbia and the parties hereto agree to attorn to the courts
thereof.
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13.2
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It
is an express condition of this Agreement that any dispute of its terms be
brought in the courts of the Province of British
Columbia.
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14.
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ARBITRATION
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14.1
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In
the event of a dispute between the parties regarding any provision of this
Agreement, the parties hereto agree to submit the dispute to binding
arbitration under the terms of the Commercial Arbitration Act of the
revised statutes of the Province of British Columbia [R.S.B.C. 1996
Chapter 55] or its successor.
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15.
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ENUREMENT
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15.1
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This
Agreement shall ensure to the benefit of and be binding upon the parties
hereto and their respective successors and
assigns.
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16.
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COUNTERPARTS
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16.1
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This
Agreement may be executed in any number of counterparts, each of which
when delivered, either in original or facsimile form, shall be deemed to
be an original and all of which together shall constitute one and the same
document.
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IN WITNESS
WHEREOF the parties hereto
have executed these presents as of the date first above written.
/s/ Mar Ked Mineral Exploration_____ ________
MAR
KED MINERAL EXPLORATION, Inc
/s/ Coastal Uranium
Holdings________________
COASTAL
URANIUM HOLDINGS LTD.
Maxore
Minerals Corp. hereby confirms its consent to this Agreement:
/s/ Maxore Minerals
______________________
MAXORE
MINERALS CORP.
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SCHEDULE
"A"
THE
PROPERTY:
LIST
OF MINERAL CLAIMS
Claim Number | Hectares | Region | Geologic Domain | |||
S-110457 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx | |||
X-000000 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx | |||
X-000000 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx | |||
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx | |||
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx | |||
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx | |||
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx | |||
X-000000 | 0000 | Xxxxxxx Xxxx | Xxxxxxxx | |||
X-000000 | 000 | Xxxxxxx Xxxx | Xxxxxxxx | |||
X-000000 | 000 | XxXxxx Xxxx | Xxxxxxxx | |||
X-000000 | 0000 | Xxxxxx Xxxx | Xxxxxxxxx | |||
X-000000 | 0000 | Xxxxxxxxx Xxxx XX | Xxxxxxxxx |
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