Exhibit 10.1
ASTRO DIAMOND MINES N.L.
Vendor
and
LEGEND INTERNATIONAL HOLDINGS INC.
Purchaser
CONTRACT FOR THE SALE
OF MINING TENEMENTS
THIS DEED is dated 3 March 2006
BETWEEN:
ASTRO DIAMOND MINES N.L. of XX Xxx 0000 Xx Xxxxx Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxx 0000 ACN 007 090 904 ("Vendor")
AND
LEGEND INTERNATIONAL HOLDINGS INC. of Xxxxx 0, 000 Xx Xxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx ("Purchaser")
RECITALS:
A. The Vendor is the registered holder and beneficial owner of the interest in
the Tenements hereinafter defined.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
interest of the Vendor in the Tenements on the terms and conditions set out
below.
NOW THIS DEED WITNESSES
1) Definitions
a) In this Agreement, unless the context otherwise requires:-
"Conditions" means the conditions set out in clause 3.1;
"Encumbrance" includes a mortgage, charge, xxxx of sale, lien, pledge,
plaint, writ, warrant, caveat or any other interest, right, claim or demand
whatsoever;
"Interest" means the interest of the Vendor in the Tenements, as set out in
Schedule 1.
"Mines Department" means the Department of Primary Industry, Fisheries &
Mines, Northern Territory;
"Mining Act" means the Mining Act of the Northern Territory and all
regulations made thereunder;
"Mining Information" means:-
i) all surveys, maps, plans and diagrams of the Tenements and the
adjacent areas;
ii) all drill samples and cores, drilling locations and drilling logs from
drilling conducted on the Tenements or the adjacent areas;
iii) all assay reports and geological, geochemical and geophysical samples
and reports of or with respect to ores extracted from or located upon
the Tenements or the adjacent areas;
iv) all mining and metallurgical and feasibility studies with respect to
the Tenements or the adjacent areas; and
v) all papers, notes, advices and reports extracted or compiled from or
based upon the documents and things referred to above and all other
data, specifications, records (in whatever form), reports, accounts
and other documents or things and knowledge (whether reduced to
writing or not ) relating to the Tenements or the adjacent areas;
owned by or in the possession of the Vendor;
"Minister" means the minister from time to time charged with the
administration of the Mining Act;
"Purchase Price" means the sum of one million five hundred thousand
Australian dollars (AUD$1,500,000);
"Schedule" means a schedule to this Agreement;
"Settlement" means the completion by the Vendor and the Purchaser of the
sale and purchase of the Interest as contemplated by this Agreement and
shall take place on the Settlement Date;
"Settlement Date" means the date upon which Settlement occurs;
"Tenements" means each of the mining tenements listed in Schedule 1 and
includes any mining tenements applied for or granted at any time in respect
of all or any part or parts of the area the subject of those mining
tenements or any of them.
2) Sale and Purchase
a) The Vendor hereby agrees to sell as beneficial owner and the Purchaser
hereby agrees to purchase, free from all Encumbrances, the Interest, for
the consideration and otherwise upon and subject to the terms and
conditions set out in this Agreement.
b) The Settlement Date shall be the date three (3) months after approval by
shareholders of the Vendor of the sale of the Interest as set out in Clause
3.1(2).
c) As consideration for the purchase of the Interest, the Purchaser shall pay
to the Vendor the Purchase Price by bank cheque.
d) The Purchaser shall lodge this Agreement for assessment of stamp duty if
applicable.
e) No less than seven (7) days prior to the Settlement Date, the Purchaser
shall deliver to the Vendor forms of transfer of the Interest in a form
registrable at the Mines Department, executed by the Purchaser
("Transfers").
f) On the Settlement Date, the Purchaser shall pay to the Vendor the Purchase
Price payable pursuant to clause 2.3.
g) Representatives of the Vendor and the Purchaser shall on the Settlement
Date, or as soon as practicable after stamped Transfers of the Interest are
available, attend at the Mines Department to lodge the Transfers for
registration.
h) The Vendor shall on the Settlement Date deliver and provide all Mining
Information to the Purchaser.
i) Settlement shall take place on the Settlement Date at the offices of the
Vendor.
j) The Vendor shall pay all rent relating to any of the Tenements and council
rates, royalties, utility charges or other outgoings chargeable or payable
with respect to any of the Tenements up to the Settlement Date from which
date the Purchaser shall pay the same and in the event that any such
outgoings are payable in respect of a certain period and the Settlement
Date falls during that period, then such outgoings shall be apportioned
between the Vendor and the Purchaser on the basis that the Vendor pays all
such outgoings for the period prior to and including the Settlement Date
and the Purchaser pays the outgoings in respect of the priod after the
Settlement Date.
k) Title and risk in the Interest will pass to the Purchaser upon Settlement.
The Vendor as lessee or licensee as the case may be of the Tenements
assigns to the Purchaser all of its estate, title and interest in the
Tenements and the Purchaser agrees to assume and discharge all of the
obligations and liabilities attaching to the Tenements.
3) Conditions
a) This Agreement is conditional upon:-
i) the Minister, or an officer of the Mines Department acting with the
authority of the Minister, consenting in writing to the sale of the
Interest hereunder as contemplated hereunder;
ii) the approval of shareholders of the Vendor pursuant to the ASX Listing
Rules of the sale of the Interest as contemplated hereunder if
required;
(3) the Purchaser having conducted all such reasonable enquiries required
to satisfy itself as to the status and nature of the Interest and the
interest of the Vendor therein.
b) Condition 3.1.2 is included solely for the benefit of the Purchaser and the
Purchaser, in its absolute discretion, may at any time waive that Condition
in whole or in part by notice in writing to the Vendor and condition 3.1.3
may be waived in writing by the Vendor and the Purchaser respectively if it
is determined by the ASX that shareholder approvals are not required. All
other Conditions may be waived by agreement in writing by the Vendor and
the Purchaser.
c) Each of the parties shall use their best endeavours to procure that the
Conditions are satisfied as soon as practicable after the date of execution
of this Agreement, and the parties hereto agree that the Purchaser shall
apply for the consent referred to in Condition 1 as soon as practicable
after execution of this Agreement.
d) In the event that any of the Conditions are not satisfied or waived within
60 days of the date of this Agreement, or such later date as the parties
may agree, this Agreement may be terminated by notice by either party to
the other and upon termination this Agreement, except for this clause,
shall be of no further force or effect but without affecting liability for
breach of this Agreement arising before the date of termination.
4) Vendor's Warranties
The Vendor hereby warrants to the Purchaser with the intention that such
warranties shall survive settlement hereunder, that:-
i) the Vendor is the registered holder and beneficial owner of the
Interest and will upon the Settlement Date be capable of transferring
the Interest to the Purchaser free of all Encumbrances;
ii) the Vendor is not aware of any litigation or proceedings of any nature
whatsoever concerning any of the Tenements (including without
limitation any plaint seeking forfeiture of any of the Tenements)
pending or threatened against the Vendor or any other person which may
defeat, impair, detrimentally affect or reduce the right, title and
interest of the Vendor in any of the Tenements or the interest therein
expressed to be sold to the Purchaser under this Agreement;
iii) each of the Tenements is of full force and effect and in good standing
and not liable to forfeiture for any reason;
iv) there are not or will not on the Settlement Date be any agreements
affecting the Tenements;
v) there is not in existence any current compensation agreement with the
owner or occupier of any land which is subject to any of the
Tenements;
vi) the Vendor has corporate power to own, sell and assign the Tenements
and to bind itself in the manner contemplated by this Agreement and to
execute, deliver and perform this Agreement;
vii) the Vendor has not granted, (and will not have granted at the date
Settlement is effected) to any person, firm or corporation any rights
to own or possess any interest or any rights to explore or prospect
for minerals or to mine the same in any part of the Tenements (or any
of them);
viii) all Mining Information has been disclosed to the Purchaser.
(9) All debts, liabilities or obligations that arise prior to the
Settlement Date in respect of the Interest shall be the sole and
exclusive responsibility of the Vendor.
5) Vendor's Covenants
a) The Vendor hereby covenants and agrees with the Purchaser that until the
Settlement Date it shall comply with, observe and perform all the
requirements and provisions which attach to each of the Tenements and of
the Mining Act and any other statutes insofar as they apply to any of the
Tenements and shall, without limiting the generality of the foregoing:-
i) do all things necessary to keep each Tenement in good standing and
free from all Encumbrances or liability to forfeiture or non-renewal;
ii) pay all fees, rents, rates and other sums levied or assessed on or in
connection with any of the Tenements;
iii) comply with all the expenditure and work conditions relating to each
of the Tenements;
iv) forthwith upon receipt from the Department of Mines, the Minister or
from any Warden, Court or other body deliver to the Purchaser copies
of any notices or other documents received in respect of any of the
Tenements; and
v) not make, execute or enter into any agreement with respect to the land
the subject of the Tenements or part thereof.
b) If requested by the Purchaser at any time or from time to time, whether
before or after the Settlement Date, the Vendor shall execute all such
notices, applications, assignments, transfers and documents and do all such
matters, acts and things as may in the Purchaser's reasonable opinion be
necessary or desirable for the purpose of giving full effect to this
Agreement or for the purposes of protecting or maintaining any of the
Tenements including without limitation assisting in the defence of plaints
for forfeiture in respect of any of the Tenements and giving evidence in
relation to any legal proceedings in respect of any of the Tenements. The
cost in relation to all such matters shall be borne as agreed between the
parties.
6) Possession
Subject to the Mining Act the Purchaser shall be entitled to possession of
the Interest as and from the Settlement Date.
7) Caveats and Registration
The Purchaser may register this Agreement as a dealing in respect of each
Tenement and may lodge such caveats as it thinks fit to protect its
interest under this Agreement and the Vendor hereby agrees that during the
continuance of this Agreement the Vendor will not take any steps to remove
such caveats.
8) Default
a) Subject to Clause 8.2 of this Agreement, time shall be of the essence of
this Agreement in all respects but neither the Vendor nor the Purchaser
shall be entitled to terminate this Agreement on the ground of the other's
default in performing or observing any obligation imposed on that other
party under the contract;
unless
(1) the party not in default has first given to the party in default a
written notice specifying the default complained of, which notice
shall require that the default be remedied within 14 days; and
(2) the party in default fails to remedy the default within such 14 days.
The giving of a notice under this clause does not prejudice the right of
either party to give a further notice under this clause and this clause
shall not apply where either party expressly repudiates this Agreement.
b) If the Purchaser does not pay to the Vendor the Purchase Price by the
Settlement Date, then unless agreed otherwise by the Parties, this
Agreement terminates at 5pm on the Settlement Date.
9) Confidentiality
a) The terms of this Agreement, and of negotiations leading to the execution
of this Agreement not in the public domain shall be confidential during the
term of the Agreement. The terms of this Agreement will not be disclosed by
a Party without the written consent of the other Parties. The consent shall
be given or denied promptly but shall not be unreasonably withheld. The
information may be furnished without consent by a Party to:
i) a Related Corporation;
ii) any State or Federal Government having lawful jurisdiction over a
Party;
iii) any stock exchange on which shares or other securities of the Party or
a Related Corporation are listed when required by regulations of that
stock exchange provided that the Parties shall use their best
endeavours to agree on the wording of any statement or announcement to
the stock exchange;
iv) financial and lending institutions or other third parties for the
purpose of acquiring finance;
v) independent consultants and contractors of a Party whose duties in
relation to the reasonably require such disclosure; and
vi) independent accountants or legal counsel engaged by a Party to give
advice on matters relating to this Agreement.
b) All the Parties shall use reasonable endeavours to agree on the wording of
all public announcements and statements including statements to
shareholders whether contained in an annual report or made at a general
meeting or otherwise, relative to the subject matter of this Agreement.
10) General Provisions
a) Any notice request election or other communication required to be given by
one party to another under this Agreement or given by one party to another
in connection with this Agreement must be in writing, addressed to the
company secretary of the other party at the following addresses:
The Vendor
The Company Secretary
Astro Diamond Mines NL
XX Xxx 0000, Xx Xxxxx Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxx, 0000
Facsimile: (00) 0000 0000
The Purchaser
The Secretary
Legend International Holdings Inc.
Xxxxx 0, 000 Xx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 0000
Facsimile: (00) 0000 0000
or such other address as may be notified in writing from time to time and:
(1) delivered to that party's address;
(2) sent by prepaid certified post to that party's address; or
(3) transmitted by facsimile to that party's facsimile receiver number.
b) A notice request election or other communication shall be deemed to have
been duly given and received:
(1) if left at the party's address, when delivered;
(2) if sent by certified post, 3 days after posting;
(3) on the day of transmission, if transmitted by facsimile on a business
day during normal business hours in the place where the recipients
address is located, otherwise the next following business day, if a
correct and complete transmission report for that transmission is
received from the sender's machine.
For the purposes of this clause, "business day" means a day when major
banks are open for business in Victoria, Australia.
c) This Agreement constitutes the entire contract between the parties with
regard to the matters dealt with in this Agreement and no representations,
terms, conditions or warranties not contained in this Agreement shall be
binding on the parties.
d) No agreement varying, adding to, deleting from or cancelling this
Agreement, shall be effective unless reduced to writing and signed by or on
behalf of the parties.
e) No indulgence granted by a party shall constitute a waiver of any of that
party's rights under this Agreement and that party shall not be precluded
as a consequence of having granted such indulgence from exercising any
rights against the other party or parties which may have arisen in the past
or which may arise in the future.
f) The provisions of this Agreement shall enure for the benefit of and be
binding upon the parties and their respective successors and permitted
assigns.
g) This Agreement shall be governed by and construed in accordance with the
laws from time to time in force in Victoria, Australia and the parties
agree to submit to the jurisdiction of the courts of that State and all
courts of appeal therefrom.
h) This Agreement does not create a partnership between the parties.
i) The Purchaser shall pay all stamp duty assessed on this Agreement, the
Mortgage and any document executed in pursuance hereof or contemplated
hereby and all registration fees in connection therewith.
j) Each party shall bear its own legal costs of and incidental to the
preparation, negotiation, execution and stamping of this Agreement in
triplicate.
k) Each party will do, execute, acknowledge and deliver all and every such
further act, deeds, agreements, covenants, applications, assignments and
other assurances as may be necessary or expedient for the purposes of
giving full effect to the terms and conditions and purposes of this
Agreement.
l) No statute, proclamation, order, regulation, by-law or moratorium whether
present or future shall (unless the application thereof is mandatory by
law) apply to this Agreement so as to abrogate, extinguish, impair,
diminish, xxxxxx, delay or otherwise prejudicially affect any rights,
powers, remedies or discretions of or accruing hereunder to any party.
m) The parties intend this Agreement to operate and have effect as a Deed but
in the event that this Agreement or the execution thereof fails to comply
with any statutory or formal requirement relating to the creation of deeds,
it is the intention of the parties that this Agreement shall nevertheless
constitute a legally binding agreement.
n) Nothing contained in this Agreement shall, unless any intention to the
contrary is expressly stated, be deemed to constitute or authorise any
party to act as the agent or representative of any other party or parties
for any reason or purpose whatsoever. No party shall have any authority to
act for or to assume any obligation or responsibility on behalf of any
other party or parties except as otherwise expressly provided herein or by
other express agreement between the parties.
o) Notwithstanding anything contained in this deed, the parties acknowledge
that if a claim to native title exists or is claimed over any part of the
land the subject of the Tenements no party shall have any claim against any
other party in respect of any breach of warranty or obligation contained in
this deed arising from the native title claim.
11) Interpretation
a) In this Agreement and subject to any express contrary intention expressed
herein:-
i) singular words include the plural and plural words include the
singular and neuter words include the masculine and feminine genders
and words of any gender include the other genders;
ii) words denoting natural persons include natural persons and
corporations;
iii) the headings in this Agreement (including headings in the Schedule) do
not affect the interpretation or construction of this Agreement and
references to parts, recitals, clauses, paragraphs or schedules by
letter or number are references to this Agreement;
iv) reference to any statute or regulation in this Agreement include a
reference to that statute or regulation as amended, modified or
replaced from time to time and reference to a statute includes orders,
ordinances, regulations, rules and by-laws made under or pursuant to
that statute;
v) the word "day" where used herein refers to a calendar day whether or
not it is Saturday, Sunday or a Public Holiday (as prescribed by
Government) provided that any act, matter or thing required herein to
be done on a Saturday, Sunday or Public Holiday (as prescribed by
Government) may be done on the next business day when banks are open
for trading;
vi) reference to a party includes a reference to its personal
representatives, successors and permitted assigns.
EXECUTED as a Deed on the firstmentioned date.
THE COMMON SEAL of ASTRO
DIAMOND MINES NL was
hereunto affixed by authority of the
Directors in the presence of:
/s/ Xxxxx Tyrwhitt
----------------------
Director:
/s/ Xxxxx Xxx
-------------------
Director/Secretary:
THE COMMON SEAL of LEGEND
INTERNATIONAL HOLDINGS INC.
was hereunto affixed by authority of the
Directors in the presence of:
/s/ Xxxxx Tyrwhitt
----------------------
Director:
/s/ Xxxxx Xxx
-------------------
Director/Secretary:
SCHEDULE 1
Tenements
------------------------------------------------------------------------
Comp TenID Project Stat Grant Interest
------------------------------------------------------------------------
ARO EL 22244 XXXXXXX HILLS Granted 07/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 07/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 05/02/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 05/02/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 24/04/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 22/08/2002 100%
------------------------------------------------------------------------
XXX XX 00000 COX Application 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 05/02/2003 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 05/02/2003 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 08/08/2003 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 24/04/2002 100%
------------------------------------------------------------------------
XXX XX 00000 COX Application 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 26/09/2002 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 26/09/2002 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 08/08/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Application 100%
------------------------------------------------------------------------
ARO EL 23121 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 COX Application 100%
------------------------------------------------------------------------
XXX XX 00000 COX Granted 08/08/2003 100%
------------------------------------------------------------------------
XXX XX 00000 COX Application 100%
------------------------------------------------------------------------
XXX XX 00000 COX Application 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 03/03/2003 100%
------------------------------------------------------------------------
XXX XX 00000 XXXXXXX HILLS Granted 04/07/2003 100%
------------------------------------------------------------------------
