Option to Purchase Mining Claims
I. Names
This contract is made by World Organic's Inc., an Oregon
corporation doing business as WOI (Seller), and ADVANCED
MINERAL TECJ-INOLOGIES INC., a Wyoming corporation doing
business as AMT Inc. (Purchaser).
2. Option to Purchase Mining Claims
In exchange for $1.00 and annual assessment work that
Purchaser will pay to Seller as an option fee, Seller
grants to Purchaser the option to purchase the property
commonly known as Rabbit Ears and Rogue Mining Claims,
located at Section 19,23, and 24 Township 29 SOUtJ1, Range
3 East, Williamette Meridian, Xxxxxxx County, Oregon.
The legal description of the property is as follows: That
portion of Sections 19, 23 and 24 Township 29 South, Range
3 East, Xxxxxxxxxxx Xxxxxxxx
If Purchaser exercises this option, Seller will transfer
the property to Purchaser on the terms stated in this
contract.
3. Exercise of Option
Purchaser may exercise this option by delivering to Seller,
on or before January 1], 2009, a written notice of exercise
of option. Purchaser may deliver the notice by sending it
to Seller's office at 000 Xxxxx xxxxx Xxx xxx 0000., Xxxxxx
Xxxx, Xxxxxx 00000 by certified mail or private overnight
mail service, in which case the notice will be treated as
delivered when placed in the possession of the U.S. Postal
Service or the private carrier.
4. Purchase Price
If Purchaser exercises the option, the purchase price is
$3,000,000. The option fee will not be applied toward the
purchase price. The purchase price will be paid at closing
in cash or by cashier's check or company stock providing
that company is a public trading company.
5. Access to Property
Upon reasonable notice to Seller, Purchaser and others
chosen by Purchaser may enter the property at reasonable
times to perform a contractor's inspection, an architect's
inspection, an environmental inspection and a boundary line
survey, as desired by Purchaser. Such inspections will be
at Purchaser's expense.
6. Closing and Possession
If Purchaser exercises the option in accordance with the
terms of this Agreement, the purchase will be closed on
January 1, 2009. Possession of the property will be given
to Purchaser at closing.
7. Transfer of Title
Seller will transfer marketable title to the property to
Purchaser by a quitclaim deed.
Seller will deliver these documents to Purchaser on or
before January 1, 2009.
8. Default
If Purchaser defaults after giving Seller notice of
Purchaser's intention to exercise the option to purchase,
Seller may (1) pursue legal remedies or (2) cancel this
contract and claim the option fee as liquidated damages.
If Seller defaults, Purchaser may (1) enforce this
contract, (2) demand a refund of the option fee in
termination of this contract or (3) pursue legal remedies.
9. Disputes
If a dispute arises, either party may take the matter to
court.
10. Entire Agreement
This is the entire agreement between the parties. It
replaces and supersedes any and all oral agreements between
the parties, as well as any prior writings.
11. Successors and Assignees
This contract binds and benefits the heirs, successors and
assignees of the parties.
12. Notices
All notices must be in writing. Except as provided in
Paragraph 3, notice may be delivered to a party at the
address that follows a party's signature or to a new
address that a party designates in writing. A notice may
be delivered:
. in person
. by certified mail, or
. by overnight courier.
13. Governing Law
This contract will be governed by and construed in
accordance with the laws of the state of Oregon.
14. Counterparts
This contract may be signed by the parties in different
counterparts and the signature pages combined will create a
document binding on all parties.
15. Modification
This contract may be modified only by a written agreement
signed by all the parties.
16. Waiver
If one party waives any term or provision of this contract
at any time, that waiver will be effective only for the
specific instance and specific purpose for which the waiver
was given. If either party fails to exercise or delays
exercising any of its rights or remedies under this
contract, that party retains the right to enforce that term
or provision at a later time.
17. Severability
If any court determines that any provision of this contract
is invalid or unenforceable, any invalidity or
unenforceability will affect only that provision and will
not make any other provision of this contract invalid or
unenforceable and such provision shall be modified, amended
or limited only to the extent necessary to render it valid
and enforceable.
SELLER
WORLD ORGANIC's INC.
an Oregon corporation doing business as WOI
000 Xxxxx Xxxxx Xxx, Xxx 0000
Xxxxxx Xxxx, Xxxxxx 00000
Dated: 4/12/2006
By:/s/Xxx Xxxxx
-----------------------------------------
Xxx Xxxxx
President
PURCHASER
ADVANCED M1NERAL TECHNOLOGIES INC.,
a Wyoming corporation doing business as AMT Inc.
0000 X. 0xx Xx.
Xxxxxxxx, Xxxxxxx 00000
By: /s/Xxxx Xxxxxxxx
------------------------------------------
Xxxx Xxxxxxxx, President
