ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT ("Agreement"), dated as of March 22,
2010, between Power Mining Ventures Inc. ("Seller"), and Amerilithium
Corporation ("Buyer").
RECITALS:
WHEREAS, Seller holds certain mineral lease interests more
specifically defined on Exhibit A for the exploration of minerals in
three lithium brine projects located in southwestern Australia
("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 March 22, 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: 2,400,000
common restricted shares at closing. In addition, Seller
will cover the following payments to the previous owner of
the Assets as reported in Exhibit B.
1) CDN $20,000 on or before April 23, 2010
2) CDN $20,000 on or before October 23, 2010
3) CDN $20,000 on or before April 23, 2010
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 22, 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 2,400,000 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 00, 0000
XXXXX:
By: Xxxxxxx Xxxxxxx
/s/Xxxxxxx Xxxxxxx
----------------------------------
Title: CEO
Date: March 22, 2010
EXHIBIT A
A conditional assignment of 100% NRI in and to the following
described mineral leases:
Exploration License Projects Area Blocks Application Date
E70/3704 Normans Lake 24 September 16th, 2009
E70/3702 Bare Rock Project 15 September 16th, 2009
E70/3703 Xxxxxxx Hills 16 September 16th, 2009
TOTAL 55
EXHIBIT B
Zimtu Capital Corp
Suite 1450 - 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
Xxxxxx
