ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT ("Agreement"), dated as of March 1st, 2010,
between Power Mining Ventures Inc. ("Seller"), and Kodiak International
Inc. ("Buyer").
RECITALS:
WHEREAS, Seller holds certain mineral lease interests more specifically
defined on Exhibit A for the exploration of minerals in the Athena
Lithium Brine Project located in Alberta, Canada ("Assets") hereafter;
WHEREAS, Seller desires to convey such assets to Buyer subject to
certain conditions, and Buyer desires to acquire such assets, upon the
terms and subject to the conditions herein set forth; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally
bound hereby, Seller and Buyer agree as follows:
ARTICLE 1
TERMS OF TRANSACTION
1.1 Assets to be Transferred. At the Closing, and on the terms and
subject to the conditions set forth in this Agreement, Seller shall
sell, assign, transfer, deliver and convey to Buyer, and Buyer shall
purchase from Seller, an 100% net revenue interest in the assets
described in Exhibit A with the effective date of transfer February 1st,
2010.
1.2 Purchase Price and Payment. In consideration of the transfer by
Seller to Buyer of the assets, Buyer shall provide to Seller the
consideration as follows: 300,000 common restricted shares at closing.
1.3 Net Smelter Returns Royalty. The Seller has pledged a 2% Net
Smelter Return Royalty ("NSR") on the property to a third party; 1% of
which can be purchased for $1,000,000. The NSR will be payable upon
commencement of commercial production, at which time a more formal
agreement concerning NSR will be entered into.
ARTICLE 2
CLOSING
2.1 Closing; Closing Date. The closing of the transactions
contemplated hereby (the "Closing") shall occur on or before March 1st,
2010
At the Closing, each of the parties hereto shall make the following
deliveries or such deliveries in substitution therefore as are
satisfactory to the indicated recipient:
2.2 Deliveries by Seller.
(a) Seller shall deliver to Buyer: Assignment of Mineral Leases to the
assets as is appropriate to the jurisdiction or province.
2.3 Deliveries by Buyer.
(a) Buyer shall deliver 300,000 common restricted shares at closing.
ARTICLE 3
WARRANTIES OF SELLER
Seller represents and warrants to Buyer that:
3.l Authority Relative to this Agreement. Seller has full power and
authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby.
3.2 Title to Assets. Seller is the owner of, and has valid, good and
indefeasible title to the mineral assets described on Exhibit A.
3.3 Seller's. Seller has no knowledge of any facts or circumstances
the existence or absence of which are reasonably likely to cause assets
to be valueless.
3.4 No Encumbrances. The assets will be delivered free and clear of
liens and encumbrances.
ARTICLE 4
ADDITIONAL AGREEMENTS
4.1 Fees and expenses. Except as otherwise expressly provided in this
Agreement, all fees and expenses, including fees and expenses of
counsel, financial advisors and accountants, incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such fee or expense.
ARTICLE 5
REPRESENTATIONS OF BUYER
5.1 As Is/Where Is. Buyer hereby warrants and represents that it has
performed its own independent investigation of the mineral assets listed
on Exhibit A and is purchasing "as is/where is" without any
representation whatsoever as to title, status, condition, permits,
resource, or mineability.
5.2 Merger of Negotiations. All prior discussions, negotiations, and
representations are merged herein and this Agreement contains all of the
effective terms and conditions of the transaction whatsoever.
ARTICLE 6
TERMINATION
6.1 Termination. This Agreement may be terminated and the transaction
contemplated hereby abandoned at any time prior to the Closing in the
following manner:
(a) by Seller, if Buyer shall have failed to fulfill in any material
respect any of its material obligations under this Agreement; or
(b) by Buyer, if Seller shall have failed to fulfill in an material
respect any of its material obligations under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
this Agreement to be executed by their duly authorized representatives,
all as of the day and year first above written.
SELLER:
By: Massimiliano Pozzoni
/s/Massimiliano Pozzoni
--------------------------
CEO/Director
Date: Xxxxx 0xx, 0000
XXXXX:
By: Xxxxxxx Xxxxxxx
/s/Xxxxxxx Xxxxxxx
Title: Corporate Officer
Date: March 1st, 2010
EXHIBIT A
A conditional assignment of 100% NRI in and to the following described
mineral leases:
The leases for which the assignment is made, have specific limitations,
and the assignment is made subject to those limitations.
