EXHIBIT 4.3
PROPERTY PURCHASE AGREEMENT MADE BETWEEN THE COMPANY,
IMA EXPLORATION INC. AND INVERSIONES MINERAS ARGENTINAS S.A.
DATED MARCH 6, 2003
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DATED: March 6, 2003
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BETWEEN:
IMA EXPLORATION INC.
AND:
INVERSIONES MINERAS ARGENTINAS S.A.
OF THE FIRST PART
AND:
AMERA RESOURCES CORPORATION
OF THE SECOND PART
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PROPERTY PURCHASE AGREEMENT
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XXXXXX XXXXX XXXXXXXX
Barristers and Solicitors
Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
(000) 000-0000
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THIS PROPERTY PURCHASE AGREEMENT dated for reference and made effective
as of the 6th day of March, 2003.
BETWEEN:
IMA EXPLORATION INC. ("IMA") of Xxxxx 000, 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Province of British Columbia, Canada
AND:
INVERSIONES MINERAS ARGENTINAS S.A. ("IMASA") of Av. Xxxxxxx
De la Roza 670 (E) Xxx Xxxx, Xxx Xxxx Xxxxxxxx, 0000 Xxxxxxxxx
(IMA and IMASA, collectively, the "Vendors")
OF THE FIRST PART
AND:
AMERA RESOURCES CORPORATION ("AMERA"), of Suite 1750, 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx xx Xxxxxxx Xxxxxxxx,
Xxxxxx
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. IMA is a valid and subsisting corporation, duly incorporated and in good
standing under the laws of the Province of British Columbia;
X. XXXXX is a valid and subsisting corporation, duly incorporated under the laws
of the Republic of Argentina and is a wholly owned subsidiary of IMA;
X. XXXXX is a valid and subsisting corporation, duly incorporated and in good
standing under the laws of the Province of British Columbia;
X. XXXXX is the beneficial and recorded owner of a 100% interest in those
certain mineral properties described in Schedule "A" appended hereto (the
"Property");
C. The Vendors wish to sell and the Purchaser wishes to purchase the Property on
the terms hereinafter provided;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained the parties hereto covenant,
agree, represent and promise each with the other as follows:
1. The Vendors agree to sell to the Purchaser, and the Purchaser agrees to
purchase from the Vendors the Property, subject to the terms and conditions of
this Property Purchase Agreement (the "Agreement");
2. In consideration of and for the sale of the Property:
(i) the Purchaser shall, within five (5) business days of receipt of
acceptance for filing of this Agreement (the "Approval Date") by the
TSX Venture Exchange (the "Exchange") and by any other regulatory
authority having jurisdiction, issue and deliver to IMA Five Hundred
-2-
Thousand (500,000) fully paid and non-assessable common shares in the
capital stock of the Purchaser (the "Shares"); and
(ii) the Purchaser shall, in the event that a decision is made to place the
Property acquired hereunder, or any portion thereof, into commercial
production, pay to IMA in respect thereof, a bonus consisting of a
cash payment of US$250,000, payable within ten (10) business days from
the date the commercial production decision is made; and
(iii)the Vendors shall retain a three (3%) percent Net Smelter Returns
Royalty, calculated in the manner set out in Schedule "B" appended
hereto, in respect of the Property.
3. The Vendors warrant and represent that:
(a) Each of the Vendors is a body corporate, duly incorporated, validly
existing and currently in good standing under the laws of their
respective jurisdiction of incorporation with full power and absolute
authority and capacity to enter into this Agreement and to carry out
the transaction contemplated hereby;
(b) they are the beneficial and recorded owners of a 100% interest in the
Property;
(c) the Property is free and clear of all liens, charges, encumbrances and
royalties, save and except for the Net Smelter Returns Royalty
described in paragraph 2(iii) hereof;
(d) they have the sole right to convey their interest in the Property to
the Purchaser notwithstanding any prior act; and
(e) the Purchaser shall enjoy quiet possession of the Property.
4. The Purchaser warrants and represents that it is a body corporate, duly
incorporated, validly existing and in good standing under the laws of the
Province of British Columbia with full power and absolute authority and capacity
to enter into this Agreement and to carry out the transaction contemplated
hereby, subject only to the acceptance for filing of this Agreement by the
Exchange and by any other regulatory authority having jurisdiction, and the
filing of a notice of exempt distribution with the British Columbia Securities
Commission for the issuance of the Shares.
5. The Vendors agree to grant, assign, convey and transfer unto the Purchaser
all their right, title and interest in and to the Property by good, proper and
sufficient conveyance to the Purchaser, its successors or assigns, to and for
its and their sole and only benefit and use forever, subject only to the
requirements of such mining laws relating to the Property in force from time to
time within the jurisdiction in which the Property is located.
6. The Vendors agree, for the purpose of registering the transfer to the
Purchaser of their 100% interest in the Property, to execute and deliver to the
Purchaser forthwith upon the Approval Date, Bills of Sale or such other
documents as are necessary to effect the transfer of their 100% interest in the
Property to the Purchaser.
7. The Vendors acknowledge and agree that the Shares will be subject to the
following resale restrictions:
(a) in accordance with the provisions of the SECURITIES ACT (British
Columbia) and applicable rules and regulations, a twelve (12) month
hold period from the date of distribution of the Shares restricting
resale of the Shares during that time, except as may be otherwise
permitted by applicable securities laws, including qualification by
way of Prospectus, and the Shares will bear a legend to this effect;
and
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(b) in accordance with the policies of the Exchange, a four (4) month hold
period from the date of distribution of the Shares, and the Shares
will bear a legend to this effect.
8. The parties hereto agree to execute such further documents and deeds and to
give such assurances as may be necessary to fully implement this Agreement.
9. This Agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective successors and assigns.
10. This Agreement shall be governed and interpreted in accordance with the laws
of the Province of British Columbia.
11. This Agreement contains the whole agreement between the parties and there
are no warranties, representations, terms, conditions, or collateral agreements,
whether express, implied or otherwise, other than as expressly set forth in this
Agreement.
12. The invalidity of any particular provision of this Agreement shall not
affect any other provision herein, and in such event, this Agreement shall be
construed as if such invalid provision was omitted.
13. Words of the singular number and masculine gender shall include words of the
plural number, feminine or neuter genders, or firms and corporations, and vice
versa.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of and from the day and year first above written.
IMA EXPLORATION INC. INVERSIONES MINERAS
ARGENTINAS S.A.
Per: /s/ XXXXXXX XXX Per: /s/ XXXXXX XXXXXXXXXXX
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Authorized Signatory Xxxxxx Xxxxxxxxxxx, Director
AMERA RESOURCES CORPORATION
c/s
Per: /s/ XXXXXXXX XXXXX
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Xxxxxxxx Xxxxx,
President and CEO
THIS IS SCHEDULE "A" TO THE PROPERTY PURCHASE AGREEMENT DATED
FOR REFERENCE AND MADE EFFECTIVE AS OF THE 6TH DAY OF MARCH,
2003 BETWEEN IMA EXPLORATION INC., INVERSIONES MINERAS
ARGENTINAS S.A. AND AMERA RESOURCES CORPORATION
DESCRIPTION OF PROPERTY
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NAME OF CATEO RECORDATION DATE FILE NUMBER HECTARES
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Lago Pico July 15, 2002 13893-02 10,000
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Loma Alta July 15, 2002 13894-02 10,000
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Ruta 17 July 24, 2002 13897-02 4,180
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THIS IS SCHEDULE "B" TO THE PROPERTY PURCHASE AGREEMENT DATED
FOR REFERENCE AND MADE EFFECTIVE AS OF THE 6TH DAY OF MARCH,
2003 BETWEEN IMA EXPLORATION INC., INVERSIONES MINERAS
ARGENTINAS S.A. AND AMERA RESOURCES CORPORATION
NET SMELTER RETURNS ROYALTY
1. As additional consideration the Purchaser acknowledges and agrees that
its interest in the Property shall be subject to a royalty or charge in
the amount of three percent of Net Smelter Returns in favour of the
Vendors.
2. For the purpose of this Agreement, "Net Smelter Returns" shall mean the
actual proceeds received by the Purchaser from a smelter or other place
of sale or treatment with respect to all ore removed by the Purchaser
from the Property as evidenced by its returns or settlement sheets
after deducting from the said proceeds all freight or other
transportation costs from the shipping point to the smelter or other
place of sale or treatment but without any other deduction whatsoever.
3. Net Smelter Returns due and payable to the Vendors hereunder shall be
paid within thirty (30) days after receipt of the said actual proceeds
by the Purchaser.
4. Within ninety (90) days after the end of each financial year of the
Purchaser during which the Property, or any portion thereof, was in
commercial production, the records relating to the calculation of Net
Smelter Returns during that financial year shall be audited and any
adjustments shall be made forthwith. The audited statements shall be
delivered to the Vendors who shall have sixty (60) days after receipt
of such statements to question in writing their accuracy and, failing
such question, the statements shall be deemed correct.
5. The Vendors or their representatives duly appointed in writing shall
have the right at all reasonable times, upon written request, to
inspect such books and financial records of the Purchaser as are
relevant to the determination of Net Smelter Returns and at their own
expense, to make copies thereof.
