PROPERTY OPTION AGREEMENT
THIS
AGREEMENT made and entered into as of the 14th day of July, 2006
BETWEEN: Xxxxx
Xxxxxxx, an individual having a mailing address at
X.X.
Xxx 0000, Xxxx Xxxxx, Xxxxxxxx,
00000
(Herein
called the “Optionor”)
OF
THE FIRST PART
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AND:
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American
Goldrush Corp., a company having an office at 708-1155 Xxxx Xxxxxx
Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0
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(Herein
called the “Optionee”)
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OF
THE SECOND PART
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WHEREAS
the Optionor has represented that he is the sole recorded and beneficial owner
of the 39 unpatented Federal mining claims located in the Oro Xxxxxx Mining
District of Santa Xxxx County, Arizona covering approximately 640 acres (the
“Property) described in Schedule “A” attached hereto;
AND
WHEREAS the Optionor now wishes to grant to the Optionee the exclusive right
and
option to acquire an undivided 100% right, title and interest in the Property
on
the terms and conditions hereinafter set forth;
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises,
the
mutual covenants herein set forth and the sum of One Dollar ($1.00) of lawful
money of United States currency now paid by the Optionee to the Optionor (the
receipt whereof is hereby acknowledged), the Parties hereto do hereby mutually
covenant and agree as follows:
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1.
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Definitions
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The
following words, phrases and expressions shall have the following
meanings:
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(a)
“After Acquired Properties” means any and all mineral interests staked,located,
granted or acquired by or on behalf of either of the parties heretoduring the
currency of this Agreement which are located, in the whole xxxx part, within
the
Area of Interest;
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(b)
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“Area
of Interest” shall be any mining lands wholly or partly located within
five miles of the Property, as the Property boundary exists as at
the date
of this Agreement;
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1
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(c)
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“Expenditures”
includes all direct or indirect expenses [net of government incentives
and
not including payments to the Optionor pursuant to section 4, paragraphs
(a), (b)(ii), (c)(ii), (d)(ii), (e)(i), (f)(i), and (g)(i) hereof]
of or
incidental to Mining Operations. An Affidavit of Expenditures from
the
Controller or other financial officer of the Optionee, together with
a
statement of Expenditures in reasonable detail shall be prima facie
evidence of such Expenditures; the parties hereto agree that Property
payments and Property expenditures are separate payments as outlined
in
paragraph 4;
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(d)
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“Facilities”
means all mines and plants, including without limitation, all pits,
shafts, adits, haulageways, raises and other underground workings,
and all
buildings, plants, facilities and other structures, fixtures and
improvements, and all other property, whether fixed or moveable,
as the
same may exist at any time in, or on the Property and relating to
the
operator of the Property as a mine or outside the Property if for
the
exclusive benefit of the Property only;
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(e)
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“Force
Majeure” means an event beyond the reasonable control of the Optionee that
prevents or delays it from conducting the activities contemplated
by this
Agreement other than the making of payments referred to in Section
4
herein. Such events shall include but not be limited to acts of God,
war,
insurrection, action of governmental agencies reflecting an instability
in
government procedures, or delay in permitting unacceptable to both
Optionor and Optionee;
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(f)
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“Mineral
Products” means the commercial end products derived from operating the
Property as a mine:
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(g)
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“Mining
Operations” includes:
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(i)
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Every
kind of work done on or with respect to the Property by or under
the
direction of the Optionee during the Option Period or pursuant to
an
approved Work Program; and
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2
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(ii)
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Without
limiting the generality of the foregoing, including all work capable
of
receiving assessment credits pursuant to the laws, rules, and regulations
of the state of Arizona and the work of assessment, geophysical,
geochemical and geological surveys, studies and mapping, investigating,
drilling, designing, examining equipping, improving, surveying, shaft
sinking, raising, cross-cutting and drifting, searching for, digging,
trucking, sampling, working and procuring minerals, ores and metals,
in
surveying and bringing any mineral claims to lease or patent, in
doing all
other work usually considered to be prospecting, exploration, development,
a feasibility study, mining work, milling concentration, beneficiation
or
ores and concentrates, as well as the separation and extraction of
Mineral
Products and all reclamation, restoration and permitting activities;
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(h)
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“Net
Smelter Royalty” means that Net Smelter Royalty as defined in Schedule “B”
attached hereto (“NSR”);
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(i)
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“Option”
means the option granted by the Optionor to the Optionee to acquire,
subject to the NSR reserved to the Optionor, an undivided 100% right,
title and interest in and to the Property as more particularly set
forth
in Section 4;
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(j)
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“Option
Period” means the period from the date hereof to the date at which the
Optionee has performed its obligations to acquire its 100% interest
in the
Property as set out in Section 4 hereof;
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(k)
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“Property”
means the Arizona state land described in Schedule “A”;
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(l)
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“Work
Program” means a program of work reasonably acceptable to both parties in
respect of a particular Property, contained in a written document
setting
out in reasonable detail;
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(i)
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An
outline of the Mining Operations proposed to be undertaken and conducted
on the Property, specifically stating the period of time during which
the
work contemplated by the proposed program is to be done and performed
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(ii)
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The
estimated cost of such Mining Operations including a proposed budget
providing for estimated monthly cash requirements in advance and
giving
reasonable details; and
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(iii)
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The
identity and credentials of the person or persons undertaking the
Mining
Operations so proposed if not the Optionor, then a person reasonably
acceptable to both parties hereto.
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3
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2.
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Headings
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Any
heading, caption or index hereto shall not be used in any way in
construing or interpreting any provision hereof.
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3.
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Singular,
Plural
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Whenever
the singular or masculine or
neuter is used in this Agreement, the same shall be construed as meaning plural
or feminine or body politic or corporate or vice versa, as the context so
requires.
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4.
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Option
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The
Optionor hereby grants to the Optionee the sole and exclusive right
and
option (the “Option”) to earn a 100% interest in the Property exercisable
as follows:
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(a)
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The
Optionee paying the sum of USD $35,000 to the Optionor by way of
cash;
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(b)
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On
or before May 31st,
2007
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(i)
The Optionee incurring Expenditures of USD $75,000 on the Property;
(ii)
The Optionee paying USD $50,000 to the Optionor;
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(c)
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On
or before May 31st, 2008
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(i)
Optionee incurring Expenditures of USD $300,000 on the Property in addition
to
the expenditures referred to in clause (b)(i);
(ii)
The Optionee paying USD $100,000 to the Optionor;
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(d)
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On
or before May 31st, 2009
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(i)
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The
Optionee incurring Expenditures of USD $300,000 on the Property in
addition to the expenditures referred to in clauses
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(b)(i)
and (c)(i) hereof; and
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(ii)
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The
Optionee paying USD $125,000 to the Optionor;
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(e)
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On
or before May 31st, 2010
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(i)
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The
Optionee paying USD $150,000 to the Optionor; and
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4
(f)
On or before May 31st,
2011
(i)
The Optionee paying USD $200,000 to the Optionor; and
(g)
On or before May 31st,
2012
(i)
The Optionee paying USD $200,000 to the Optionor.
Following
which the Optionee shall be deemed to have exercised the Option (the “Exercise
Date”) and shall be entitled to an undivided 100% right, title and interest in
and to the Property with the full right and authority to equip the Property
for
production and operate the Property as a mine subject to the rights of the
Optionor to receive the NSR.
The
Optionee has the one time right exercisable for 90 days following completion
of
a bankable feasibility study to buy the Optionor’s NSR for USD $500,000 per 1%
increment (i.e. an amount equal to USD $1,000,000 for the Optionor’s entire 2%
NSR interest). The Optionee may purchase either none, one-half, or all of the
Optionor’s 2% NSR interest. The right to purchase the said NSR
interest shall be exercised by the Optionee providing the Optionor with notice
of the purchase accompanied by payment in the amount of USD $500,000 per each
1%
purchased.
The
Optionor and Optionee understand and confirm that all Expenditures incurred
in a
particular period, including any excess in the amount of Expenditures required
to be incurred to maintain the Option during such period, shall be carried
over
and included in the aggregate amount of Expenditures for the subsequent
period.
Notwithstanding
paragraphs (b)(i), (c)(i), and (d)(i) if the Optionee has not incurred the
requisite Expenditures to maintain its option in good standing prior to May
31st
of any given year, the Optionee may pay to the Optionor within 60 days following
the expiry of such period, the amount of the deficiency and such amount shall
thereupon be deemed to have been Expenditures incurred by the Optionee during
such period.
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(f)
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The
Optionor agrees that the Optionee can engage anyone of its choosing
as the
primary contractor for all exploration activities undertaken on the
Property;
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(g)
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Company
assumes future carrying costs (annual claim filing fees) of the property
estimated at USD $4,900 per year thereafter. This figure applies
to the
property at its current size. Any fees paid to the government for
recording assessment work shall not constitute exploration expenditures.
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(h)
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All
figures are United States Funds.
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(i)
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The
doing of any act or the incurrence of any cash payments by the Optionee
shall not obligate the Optionee to do any further acts or make any
further
payments
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5
5.
Transfer of Title
Upon
Optionee’s completion of all
requirements to earn a 100 percent interest in the Property, the Optionor will
deliver or cause to be delivered to the Optionee’s solicitors a duly executed
transfer of Property in favor of the Optionee (the “Optionee Transfer”). The
Optionee shall be entitled to record the Optionee transfer with the appropriate
government offices to effect transfer of legal title of the Property into its
own name upon the full and complete exercise of the Option by the
Optionee. In the event the Optionee Transfer is recorded, the
Optionor shall be entitled to record notice of its NSR interest.
6.
Mining Operations during Option
The
Optionee has the exclusive right to
determine what Expenditures and Mining Operations it will perform and when
they
will be performed. Upon the completion of any technical reports,
copies of all reports along with copies of all available data relating to
exploration activities undertaken by the Opionee shall be provided to the
Optionor on a timely basis.
During
the currency of this Agreement,
the Optionee, its servants, agents and workmen and any persons duly authorized
by the Optionee, shall have the right of access to and from and to enter upon
and take possession of and prospect, explore and develop the Property in such
manner as the Optionee in its sole discretion may deem advisable and shall
have
the right to remove and ship therefrom ores, minerals, metals, or other products
recovered in any manner therefrom.
7.
Assignment
During
the Option Term, both parties
shall have the right to sell, transfer, assign, mortgage, or pledge its interest
in this Agreement or its right or interest in the Property. It will be a
condition of any assignment under this Agreement that such assignee shall agree
in writing to be bound by the terms of this Agreement applicable to the
assignor. In the event the Optionee completes all obligations to
acquire a 100% interest in the Property the Optionor will have the right to
transfer, assign or sell the NSR on the open market.
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8.
Termination
This
Agreement shall forthwith
terminate in circumstances where:
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(a)
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The
Optionee shall fail to comply with any of its obligations hereunder,
subject to Force Majeure, and within 30 days of receipt by the Optionee
of
written notice from the Optionor of such default, the Optionee has
not:
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(i)
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Cured
such default, or commenced proceedings to cure such default and prosecuted
same to completion without undue delay; or
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(ii)
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Given
the Optionor notice that it denies that such default has occurred.
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In
the
event that the Optionee gives notice that it denies that a default has occurred,
the Optionee shall not be deemed to be in default until the matter shall have
been determined finally through such means of dispute resolution as such matter
has been subjected to by either party; or
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(b)
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The
Optionee gives 30 days written notice of termination to the Optionor,
which it shall be at liberty to do at any time after the execution
of this
Agreement with the exception that the Optionee shall not terminate
the
agreement within 90 days prior to August 31 of any given year. If
and when
the Optionee elects to terminate this Agreement, or terminate one
of the
projects comprising the Property, at such time the Property or the
specific project will be returned to the Optionor.
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Upon
the
termination of this Agreement under this Section 8, the Optionee shall cease
to
be liable to the Optionor in debt, damages, annual rental fees, or
otherwise. Upon termination of this Agreement under this Section 8,
the Optionee shall vacate the Property within a reasonable time after such
termination, but shall have the right of access to the Property for a period
of
six months thereafter for the purpose of removing its chattels, machinery,
equipment and fixtures. Upon termination of this Agreement, the
Optionee shall ensure that copies of all data, results and reports are provided
to the Optionor.
7
9.
Representations, Optionies, and Covenants of the Optionor
The
Optionor represents, Options and
covenants to and with the Optionee as follows:
(a)
The Optionor is an individual residing in the United States;
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(b)
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The
Optionor has full power and authority to carry on his business and
to
enter into this Agreement and any agreement or instrument referred
to or
contemplated by this Agreement;
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(c)
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Neither
the execution and delivery of this Agreement, nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of
the
transactions hereby contemplated hereby, nor the consummation of
the
transactions hereby contemplated conflict with, result in the breach
of or
accelerate the performance required by, any agreement to which it
is a
party;
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(d)
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The
execution and delivery of this Agreement and the agreements contemplated
hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating
documents;
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(e)
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The
Agreement constitutes a legal, valid and binding obligation of the
Optionor;
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(f)
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The
Property is accurately described in Schedule “A”, is in good standing
under the laws of the jurisdiction in which it is located and is
free and
clear of all liens, charges and encumbrances;
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(g)
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The
Optionor is the sole recorded and beneficial owner of the Property
and has
the exclusive right to enter into this Agreement and all necessary
authority to transfer its interest in the Property in accordance
with the
terms of this Agreement;
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(h)
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No
Person, firm or corporation has any proprietary or possessory interest
in
the Property other than the Optionor, and no person, firm or corporation
is entitled to any royalty or other payment in the nature of rent
or
royalty on any minerals, ores, metals or concentrates or any other
such
products removed from the Property other than the government of the
state
of Arizona pursuant to statute; notwithstanding any Federal or State
royalties or net proceeds tax derived from mining operations.
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8
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(i)
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Upon
request by the Optionee, and at the sole cost of the Optionee, the
Optionor shall deliver or cause to be delivered to the Optionee copies
of
all available maps and other documents and data in its possession
respecting the Property. Nothing will be withheld, hidden, or kept
from
the Optionee, whether the data or information is held or not by the
Optionor; and
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(j)
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Subject
to performance by the Optionee of its obligations under Section 4,
during
the Option Period, the Optionor will keep the Property in good standing,
free and clear of all liens, charges and encumbrances, will carry
out all
Mining Operations on the Property in a miner-like fashion if the
Optionee
elects to use the mining expertise and consulting services of the
Optionor, will obtain all necessary licenses and permits as shall
be
necessary and will file all applicable work up to the legal limits
as
assessment work under the laws of the state of Arizona.
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10.
Representations, Optionies and Covenants of the Optionee
The
Optionee represents, Options and covenants to and with the Optionor
that:
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(a)
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The
Optionee is a company duly organized validly existing and in good
standing
under the laws of Canada;
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(b)
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The
Optionee has full power and authority to carry on its business and
to
enter into this Agreement and any agreement or instrument referred
to or
contemplated by this Agreement;
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(c)
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Neither
the execution and delivery of this Agreement, nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of
the
transactions hereby contemplated conflict with, result in the breach
of or
accelerate the performance required by, any agreement to which it
is a
party;
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(d)
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The
execution and delivery of this Agreement and the agreements contemplated
hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating
documents; and
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(e)
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This
Agreement constitutes a legal, valid and binding obligation of the
Optionee.
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9
11.
Indemnity and Survival of Representation
The
representation and Optionies
hereinbefore 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 by the Optionee and each of the parties 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, Option, covenant, agreement
or condition made by them and contained in this Agreement.
The
Optionor agrees to indemnify and
save harmless the Optionee from any liability to which it may be subject arising
from any Mining Operations carried out by the Optionor or at its direction
on
the Property. The Optionee agrees to indemnify and save harmless the Optionor
from any liability to which it may be subject arising from any Mining Operations
carried out by the Optionee or at its direction on the Property.
The
Optionor agrees to indemnify and
save harmless the Optionee from any liability arising form any and every kind
of
work done on or with respect to the Property prior to the signing of this
Agreement (the “Prior Operations”). Without limiting the generality of the
foregoing, Prior Operations includes all work capable of receiving assessment
credits pursuant to the state of Arizona and the work of assessment,
geophysical, geochemical and geological surveys, studies and mapping,
investigating, drilling, designing, examining equipping, improving, surveying,
shaft sinking, raising, cross-cutting and drifting, searching for, digging,
trucking, sampling, working and procuring minerals, ores and metals, in
surveying and bringing any mineral claims to lease or patent, in doing all
other
work usually considered to be prospecting, exploration, development, a
feasibility study, mining work, milling, concentration, beneficiation of ores
and concentrates, as well as the separation and extraction of Mineral Products
and all reclamation, restoration and permitting activities.
12.
Confidentiality
The
parties hereto agree to hold in
confidence all information obtained in confidence in respect of the Property
or
otherwise in connection with this Agreement other than in circumstances where
a
party has an obligation to disclose such information in accordance with
applicable securities legislation, in which case such disclosure shall only
be
made after consultation with the other party.
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13.
Notice
All
notices, consents, demands and
requests (in this Section 13 called the “Communication”) required or permitted
to be given under this Agreement shall be in writing and may be delivered
personally sent by telegram, by telex or telecopier or other electronic means
or
may be forwarded by first class prepaid registered mail to the parties at their
addresses first above written. Any Communication delivered personally or sent
by
telegram, telex or telecopier or other electronic means including email shall
be
deemed to have been given and received on the second business day next following
the date of sending. Any Communication mailed as aforesaid shall be deemed
to
have been given and received on the fifth business day following the date it
is
posted, addressed to the parties at their addresses first above written or
to
such other address or addresses as either party may from time to time specify
by
notice to the other; provided, however, that if there shall be a mail strike,
slowdown or other labour dispute which might effect delivery of the
Communication by mail, then the Communication shall be effective only if
actually delivered. For purposes of this agreement and as a definition of
address the Optionor’s email shall be defined as xxxxxxxxx000@xxxxx.xxx. The
Optionee’s email shall be defined as xxxxxxxxxxx@xxxx.xx and the Optionee’s
telecopier number is 000-000-0000. Notice will be provided to each party should
their respective email address change.
14.
Further Assurances
Each
of the parties to this Agreement
shall from time to time and at all times do all such further acts and execute
and deliver all further deeds and documents as shall be reasonably required
in
order to fully perform and carry out the terms of this Agreement
15.
Entire Agreement
The
parties hereto acknowledge that
they have expressed herein the entire understanding and obligation of this
Agreement and it is expressly understood and agreed that no implied covenant,
condition, term or reservation, shall be read into this Agreement relating
to or
concerning any matter or operation provided for herein
16.
Proper Law and Arbitration
This
Agreement will be governed by and construed in accordance with the laws of
the
Arizona and the United States. The parties hereto hereby irrevocably attorn
to
the jurisdiction of the Courts of Arizona. All disputes arising out of or in
connection with this Agreement, or in respect of any defined legal relationship
associated therewith or derived therefrom, shall be referred to and finally
resolved by a sole arbitrator by arbitration under the rules of
Arizona.
17.
Enurement
This
Agreement will ensure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
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18.
After Acquired Properties
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(i)
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Any
and all rights, titles, interests and estates acquired by either
party
within five miles from the existing perimeter of the Property boundaries
during the term of this Agreement shall become part of the Property
subject to this Agreement, and all lands within any such rights,
titles,
interests and estates shall become part of the Property subject to
this
Agreement, without any additional consideration, as if such rights,
titles, interests and estates were originally subject hereto, except
that
no such right, title, interest or estate shall cause the Area of
Interest
to be expanded. The acquiring party shall notify the other party
of such
acquisition within 10 days after such acquisition. The
other party shall then have 60 days after delivery of such notice in
which to notify the acquiring party that the other party, in its
sole
discretion, elects not to have such right, title, interest or estate
become subject to this Agreement. Any costs incurred by the
Optionor in staking, locating, recording or otherwise acquiring any
“After
Acquired Properties” will be deemed to be Mining Operations for which the
Optionor will be entitled to reimbursements as part of the Expenditures
payable by the Optionee hereunder.
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(ii)
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Any
additional claims agreed by the Optionee to be staked by the Optionor
within five miles from the existing perimeter of the Property boundaries
shall form party of this Agreement. The Optionee will reimburse the
Optionor for the costs of staking the additional claims, unless the
Optionee does not elect to have the additional claims subject to
this
Agreement.
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19.
Default
Notwithstanding
anything in this
Agreement to the contrary if any party (a “Defaulting Party”) is in default of
any requirement herein set forth the party affected by such default shall give
written notice to the Defaulting Party specifying the default and the Defaulting
Party shall not lose any rights under this Agreement, unless thirty (30) days
after the giving of notice of default by the affected party the Defaulting
Party
has failed to take reasonable steps to cure the default by the appropriate
performance and if the Defaulting Party fails within such period to take
reasonable steps to cure any such default, the affected party shall be entitled
to seek any remedy it may have on account of such default including, without
limiting, termination of this Agreement.
20.
Payment
All
references to monies herein shall
be in United States currency unless otherwise specified. The Optionee shall
make
payments for the Expenditures incurred by the Optionor no later than 15 days
after the receipt of invoices delivered by the Optionee to do any acts or make
any payments hereunder, and any act or payment or payments as shall be made
hereunder shall not be construed as obligating the Optionee to do any further
act or make any further payment or payments.
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21.
Supersedes Previous Agreements
This
Agreement supersedes and replaces
all previous oral or written agreements, memoranda, correspondence or other
communications between the parties hereto relating to the subject matter
hereof.
IN
WITNESS WHEREOF the Parties
hereto have duly executed this Agreement effective as of the 14th day of July,
2006
Xxxxx
Xxxxxxx
Per:__/s/_________________________
Xxxxx
Xxxxxxx
American
Goldrush Corp.
Per:___/s/________________________
Xxxxxx
Xxxxxxx, President
13
SCHEDULE
“A”
LIST
OF
XXXXXXXXX GOLD PROPERTY UNPATENTED CLAIMS
Xxxxxxxxx
Gold Property Claims, Oro Xxxxxx Mining District, Santa Xxxx County,
Arizona,
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CLAIM
NAME
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BLM
SERIAL NUMBER
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ORO
1
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348014
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ORO
2
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348015
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ORO
3
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348016
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ORO
4
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348017
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ORO
5
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348018
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ORO
6
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348019
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ORO
7
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348020
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ORO
8
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348021
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ORO
9
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348022
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ORO
10
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348023
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ORO
11
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348329
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ORO
12
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348330
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ORO
13
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348331
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ORO
14
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348332
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ORO
15
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348333
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ORO
16
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348334
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ORO
17
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356140
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ORO
18
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356141
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ORO
19
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356142
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ORO
20
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356143
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ORO
21
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356144
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ORO
22
|
356145
|
|
ORO
23
|
356146
|
|
ORO
24
|
356147
|
|
ORO
25
|
356148
|
|
ORO
26
|
356149
|
|
ORO
27
|
356150
|
|
ORO
28
|
356151
|
|
ORO
29
|
356152
|
|
ORO
30
|
356153
|
|
ORO
31
|
356154
|
|
ORO
32
|
356155
|
|
ORO
33
|
356156
|
|
ORO
34
|
356157
|
|
ORO
35
|
356158
|
|
ORO
36
|
356159
|
|
ORO
37
|
356160
|
|
ORO
38
|
356161
|
|
ORO
39
|
356162
|
14
SCHEDULE
“B”
“Net
Smelter Return” shall mean the aggregate proceeds received by the Optionee from
time to time from any smelter or other purchaser from the sale of any ores,
concentrates, metals or any other material of commercial value produced by
and
from the Property after deducting from such proceeds the following charges
only
to the extent that they are not deducted by the smelter or other purchaser
in
computing the proceeds:
|
(a)
|
The
cost of transportation of the ores, concentrates or metals from the
Property to such smelter or other purchaser, including related insurance;
|
(b)
Smelting and refining charges including penalties; and
|
|
The
Optionee shall reserve and pay to the Optionor a NSR equal to two
(2%)
percent
|
|
|
of
Net Smelter Return.
|
Payment
of NSR payable to the Optionor hereunder shall be made quarterly within thirty
(30) days after the end of each calendar quarter during which the Optionee
receives Net Smelter Returns in USD dollars or in kind bullion at the discretion
of the Optionor. Within (60) days after the end of each calendar quarter for
which the NSR for such year shall be audited by the Optionee and any adjustments
in the payments of NSR to the Optionor shall be made forthwith after completion
of the audit. All payments of NSR to the Optionor for a calendar year shall
be
deemed final and in full satisfaction of all obligations of the Optionee in
respect thereof, if such payments or the calculations thereof are not disputed
by the Optionor of the same audited statement. The Optionee shall maintain
accurate records relevant to the determination of the NSR and the Optionor
or
its authorized agent, shall be permitted the right to examine such records
at
all reasonable times.
15
