Exhibit 10.1
MINING CLAIM SALE AGREEMENT
THIS AGREEMENT made as of June 06, 2013;
BETWEEN:
LITHIUM CORPORATION, a company incorporated under the laws of Nevada
with an office at 0000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
XXX;
("Purchaser")
AND:
XXXX XXXXX, an individual having a residential address at 000 Xxxxx
Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0;
(the "Vendor").
BACKGROUND
A. The Vendor is the owner of record and the beneficial owner of the Claim
that is included in the Property as described in Schedule A hereto; and
B. Purchaser desires to acquire 100% of the interest of the Vendor in and to
the Property and the Vendor is willing to vend the Property to Purchaser
upon and subject to the terms and conditions hereinafter set forth.
TERMS OF AGREEMENT
IN CONSIDERATION of the mutual agreements herein contained and of other good and
valuable consideration (the receipt and sufficiency of which are acknowledged by
each Party), the Parties agree with one another as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS: Whenever used in this Agreement, the following words and terms
will have the respective meanings ascribed to them below:
(a) "Affiliate" has the meaning set out in the BUSINESS CORPORATIONS ACT
(British Columbia).
(b) "Agreement" means this agreement, including the recitals and the
Schedules all as amended, supplemented or restated from time to time.
-2-
(c) "Approval Date" means the date which is the first Business Day after
the date that the Board of Directors issues its written acceptance of
this Agreement and the transaction contemplated thereby.
(d) "Business Day" means a day other than a Saturday, Sunday or statutory
holiday in either British Columbia, or Nevada.
(e) "Claims" means the claim located in the Sugar Lake area of the
province of British Columbia and known as the BC Sugar Property, as
set out in Schedule A to this Agreement.
(f) "Encumbrances" means security interests, liens, royalties, charges,
mortgages, pledges and encumbrances of any nature or kind whatsoever,
whether written or oral, or direct or indirect.
(g) "Environmental Claims" mean any and all administrative, regulatory or
judicial actions, suits, demands, claims, liens, notices of
non-compliance or violation, investigations or proceedings rating in
any way to any Environmental Law or any permit issued under any such
Environmental Law, including, without limitation:
(i) any and all claims by Government or Regulatory Authority for
enforcement, clean-up, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law;
and
(ii) any and all claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or
injunctive or other relief resulting from hazardous materials,
including any release thereof, or arising from alleged injury or
threat of injury to human health or safety (arising from
environmental matters) or the environment.
(h) "Environmental Law" means all requirements of the common law, civil
code or of environmental, health or safety statutes, regulations,
rules, ordinances, policies, orders, approvals, notices, licenses,
permits or directives of any federal, territorial, provincial or local
judicial, regulatory or administrative agency, board or governmental
authority including, but not limited to those relating to (i) noise,
(ii) pollution or protection of the air, surface water, ground water
or land, (iii) solid, gaseous or liquid waste generation, handling,
treatment, storage, disposal or transportation, (iv) exposure to
hazardous or toxic substances, or (v) the closure, decommissioning,
dismantling or abandonment of any facilities, mines or workings and
the reclamation or restoration of lands.
(i) "Exchange" means the OTC Exchange.
(j) "Government or Regulatory Authority" means any federal, state,
provincial, regional, municipal or other government, governmental
department, regulatory authority, commission, board, bureau, agency or
instrumentality that has lawful authority to regulate or administer or
govern the business or property or affairs of any person, and for the
-3-
purposes of this Agreement also includes any corporation or other
entity owned or controlled by any of the foregoing and any stock
exchange on which shares of a Party are listed for trading.
(k) "Parties" means the parties to this Agreement and their respective
successors and permitted assigns which become parties pursuant to this
Agreement and "Party" means any one of the Parties.
(l) "Permitted Encumbrance" means
(i) easements, rights of way, servitudes or other similar rights in
land including, without limiting the generality of the foregoing,
rights of way and servitudes for railways, sewers, drains, gas
and oil pipelines, gas and water mains, electrical light, power,
telephone, telegraph or cable television conduits, poles, wires
and cables;
(ii) the right reserved to or vested in any government or other public
authority by the terms of any or by any statutory provision, to
terminate, revoke or forfeit any of the lease or mining claims or
to require annual or other periodic payments as a condition of
the continuance thereof;
(iii)rights reserved to or vested in any municipality or
governmental, statutory or public authority to control or
regulate any of the Property in any manner, and all applicable
laws, rules and orders of any governmental authority; and
(iv) the reservations, limitations, provisos and conditions in any
original grants from the Crown on the Property or interests
therein and statutory exceptions to title.
(m) "Property" means the property subject to the Claims, including any
renewals, extensions or replacements thereof, together with any other
Mining Rights Contracts held or applied for in connection therewith
together with all other rights and mineral interests appurtenant or
incidental thereto, including where the context permits or requires
all information in respect thereto resulting from Mining Operations
pursuant to this Agreement.
(n) "Shares" means the common shares in the capital of Lithium Corp as
constituted as at the date hereof to be issued to the Vendor pursuant
to Section 3.1 hereof.
1.2 HEADINGS. The division of this Agreement into Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. The terms "this Agreement",
"hereof", "hereunder" and similar expressions refer to this Agreement and not to
any particular Article, Section or other portion hereof and include any
agreement supplemental hereto. Unless something in the subject matter or context
is inconsistent therewith, references herein to Articles and Sections are to
Articles and Sections of this Agreement.
-4-
1.3 LEGISLATION. Any reference to a provision in any legislation is a reference
to that provision as now enacted, and as amended, re-enacted or replaced from
time to time, and in the event of such amendment, re-enactment or replacement
any reference to that provision shall be read as referring to such amended,
re-enacted or replaced provision.
1.4 EXTENDED MEANINGS. In this Agreement words importing the singular number
only shall include the plural and vice versa, words importing the masculine
gender shall include the feminine and neuter genders and vice versa and words
importing persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations.
1.5 CURRENCY. All references to currency herein are to lawful money of Canada.
1.6 SCHEDULES. The following are the Schedules annexed hereto and incorporated
by reference and deemed to be part hereof:
Schedule A - Description of Property and Area of Interest.
2 REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The Vendor represents and
warrants to Purchaser that:
(a) the Vendor is resident at the address set forth beside his name on the
first page of this Agreement;
(b) the Vendor has good and sufficient power, authority and right to enter
into and deliver this Agreement and to option and transfer his legal
and beneficial interest in the Property to Purchaser free and clear of
all Encumbrances and rights of others, other than Permitted
Encumbrances;
(c) there is no contract, option or any other right of another binding
upon or which at any time in the future may become binding upon the
Vendor to option, sell, transfer, assign, pledge, charge, mortgage,
explore or in any other way option, dispose of or encumber all or part
of the Property or any portion thereof or interest therein other than
pursuant to the provisions of this Agreement;
(d) neither the entering into nor the delivery of this Agreement nor the
completion of the transactions contemplated hereby by the Vendor will
result in the violation of any agreement or other instrument to which
the Vendor is party or by which the Vendor is bound, or any applicable
law, rule or regulation;
(e) the Vendor has been independently advised as to the restrictions on
his ability to transfer or resell the Shares and, in particular, that
the Shares are subject to a hold period in accordance with applicable
securities laws and that the certificates representing the Shares
shall bear legends denoting such resale restrictions; and
-5-
(f) the Purchaser is a non-resident for the purposes of Section 116 of the
INCOME TAX ACT (Canada).
(g) the Vendor is not party to or bound by any contract or commitment to
pay any royalty, fee or land payment with respect to the Property or
any portion thereof or interest therein;
(h) the Vendor is the legal and beneficial owner of 100% of the right,
title and working interest in and to the Property as set out in
Schedule A and except for the Permitted Encumbrances, the Property
(including all ores, concentrates, minerals, metals or products in, on
or under the Property or which may be removed or extricated therefrom)
is free and clear of any and all Encumbrances and is not subject to
any right, claim or interest of any other person;
(i) the Property is properly and accurately described in Schedule A hereto
and (i) has been duly and properly staked and recorded in accordance
with laws in effect in the jurisdiction in which the Property is
located; and (ii) is in good standing under the laws of the
jurisdiction in which the Property is located up to and including at
least the expiry dates set forth in Schedule A;
(j) the conditions on and relating to the Property respecting all past and
current operations thereon are in compliance with all applicable
federal, provincial and municipal laws including all Environmental
Laws, and the Vendor has not received from any Government or
Regulatory Authority any notice of, or communication relating to, any
actual or alleged Environmental Claims, and there are no outstanding
work orders or actions required to be taken relating to environmental
matters respecting the Property or any operators carried out thereon;
(k) there are no actions, suits or proceedings pending or threatened
against or adversely affecting, or which could adversely affect, the
Property or any portion thereof or interest therein or before or by
and federal, provincial, municipal or other governmental court or
Government or Regulatory Authority whether or not insured, and which
might involve the possibility of any judgment or liability affecting
the Property or any portion thereof or interest therein or lien,
charge or encumbrance thereon;
2.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Vendor that:
(a) Purchaser is a corporation duly incorporated, organized and subsisting
under the laws of Nevada with the corporate power to own its assets
and to carry on its business in the jurisdiction in which the Property
is located;
(b) Purchaser has all necessary power and authority to enter into this
Agreement and any agreement or instrument referred to in or
contemplated by this Agreement and to do all such acts and things as
are required to be done, observed or performed by it, in accordance
with the terms of this Agreement and any agreement or instrument
referred to in or contemplated by this Agreement;
-6-
(c) neither the entering into nor the delivery of this Agreement nor the
completion of the transactions contemplated hereby by Purchaser will
result in the violation of any agreement or other instrument to which
Purchaser is a party or by which Purchaser is bound, or any applicable
law, rule or regulation;
(d) Purchaser is a reporting issuer, as such term is defined in the
applicable securities legislation, in the United States of America and
is not in default of filing financial statements required by such
applicable securities legislation or paying prescribed fees and
charges related thereto; and
(e) the Shares to be issued and delivered to the Vendor hereunder will
have been validly created and authorized for issuance and when so
issued and delivered shall be duly and validly issued as fully paid
and non-assessable Shares.
2.3 ACKNOWLEDGEMENT OF THE VENDOR. As the issuance of the Shares to the Vendor
is being completed pursuant to exemptions from the requirements to provide the
Vendor with a prospectus and to sell the securities issuable pursuant to this
Agreement through a person registered to sell securities under applicable
securities legislation, the Vendor acknowledges that:
(a) certain protections, rights and remedies provided by applicable
securities legislation, including statutory rights of rescission or
damages, shall not be available to the Vendor and the Vendor may not
receive information that the Vendor would be entitled to under
applicable securities legislation if no prospectus exemption was
available;
(b) Purchaser is relieved of certain obligations which would otherwise
apply under applicable securities legislation;
(c) various filings must be completed and disclosures made to the
securities regulatory authorities having jurisdiction over the
securities of Purchaser and to the Exchange;
(d) no securities commission or similar regulatory authority has reviewed
or passed on the merits of the Shares to be issued herein; and
(e) there is no government or other insurance covering the Shares to be
issued herein.
2.4 RELIANCE AND SURVIVAL. The representations, warranties and acknowledgements
set out in this Section 2 have been relied on by the Parties in entering into
this Agreement. All representations and warranties made herein will survive the
delivery of this Agreement to the Parties and the completion of the transactions
contemplated hereby and, notwithstanding such completion, will continue in full
force and effect for the benefit of the Vendor or Purchaser, as the case may be,
indefinitely.
3 SALE OF PROPERTY
3.1 SALE OF PROPERTY. Effective as at the 06th of June, 2013, the Vendor hereby
sells and transfers title to the property to Purchaser in exchange for 250,000
common shares of Lithium Corporation.
-7-
4 APPROVAL
4.1 This Agreement and the transactions contemplated hereunder shall be subject
to the filing with and acceptance by the Exchange and any other regulatory
authority having jurisdiction over the securities of Lithium Corporation. If
such acceptance by the Exchange is not obtained within 60 Business Days of the
date of this Agreement, the Vendor may request the agreement be reversed, and
all claims acquired by the Purchaser within the Area of Interest be assigned to
him.
5 AREA OF INTEREST
5.1 An Area of Interest is hereby created that comprises those lands included in
the Property and within two kilometres of the outermost boundary of the
Property. Either the Vendor or Purchaser may stake or locate a claim within the
Area of Interest. If the Vendor stakes or locates such a claim, he shall deliver
notice to Purchaser within 30 days of such staking or locating, stating the
position of such claim, the reason for staking or locating such claim and the
costs of staking or locating such claim. The Purchaser will have a further 30
days to elect to acquire such claim or claims by paying to the Vendor the costs
associated with online acquisition.
6 PUBLIC ANNOUNCEMENTS
6.1 The Vendor shall not, without the prior consent of Purchaser, make any
disclosure regarding the existence, purpose, scope, content, terms or conditions
of this Agreement or other agreements relating thereto save to the extent such
disclosure comprises information already publicly available or unless it is
necessary for the Vendor to make such disclosure in order to comply with a
statutory obligation or the requirements of a competent government or statutory
agency; provided that, where practicable, a copy of any proposed announcement or
statement shall be furnished to Vendor in advance of the proposed date of
publication.
7 GENERAL PROVISIONS
7.1 ENTIRE AGREEMENT. This Agreement, including all the Schedules hereto,
together with the agreements and other documents to be delivered pursuant
hereto, constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes any and all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties and there are no warranties, representations or other agreements among
the Parties in connection with the subject matter hereof except as specifically
set forth herein and therein.
7.2 WAIVER. The failure of a Party in any one or more instances to insist upon
strict performance of any of the terms of this Agreement or to exercise any
right or privilege arising under it shall not preclude it from requiring by
reasonable notice that any other party duly perform its obligations or preclude
it from exercising such a right or privilege under reasonable circumstances, nor
shall waiver in any one instance of a breach be construed as an amendment of
this Agreement or waiver of any later breach.
7.3 FURTHER ASSURANCES. Each Party shall, from time to time at the request of
the other Party and without further consideration, execute and deliver all such
other additional assignments, transfers, instruments, notices, releases and
other documents and shall do all such other acts and things as may be necessary
-8-
or desirable to assure more fully the consummation of the transactions
contemplated hereby.
7.4 TIME. Time shall be of the essence of this Agreement.
7.5 AMENDMENT. This Agreement may be amended or varied only by agreement in
writing signed by each of the Parties. Unless the context otherwise so requires,
a reference to this Agreement shall include a reference to this Agreement as
amended or varied from time to time.
7.6 SEVERABILITY. If any provision of this Agreement is determined to be invalid
or unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.
7.7 GOVERNING LAW AND ATTORNMENT. This Agreement shall be governed by and
interpreted in accordance with the laws of the Province of British Columbia and
the federal laws of Canada applicable therein and the Parties hereby irrevocably
attorn to the jurisdiction of the Courts of the Province of British Columbia.
For the purpose of all legal proceedings, this Agreement shall be deemed to have
been performed in the Province of British Columbia and the courts of the
Province of British Columbia shall have exclusive jurisdiction to entertain any
action arising under this Agreement.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK
-9-
7.8 COUNTERPARTS. This Agreement may be executed by facsimile and in as many
counterparts as are necessary and shall be binding on each Party when each Party
has signed and delivered one such counterpart. When a counterpart of this
Agreement has been executed by each Party, all counterparts together shall
constitute one agreement.
IN WITNESS WHEREOF this Agreement has been duly executed by the respective
parties hereto effective as of the date first above written.
LITHIUM CORPORATION
By: /s/ Xxx Xxxxx
--------------------------------
Xxx Xxxxx - President
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
-10-
SCHEDULE A
DESCRIPTION OF PROPERTY AND AREA OF INTEREST
The Property is comprised of the following mineral properties and interests:
Tenure Claim Tenure Tenure Area
Number Name Owner Type Sub Type Issue Date Good To Date Status (ha)
------ ---- ----- ---- -------- ---------- ------------ ------ ----
1019890 GRICH XXXXX, XXXX Mineral Claim 2013/May/29 2014/May/29 GOOD 20.57
XXXX 100%
