ASSET PURCHASE AGREEMENT
THIS
AGREEMENT (the “Agreement”) is made as of this 15th
day of
February, 2008.
BETWEEN:
SILVER
RESERVE CORP.,
a
company incorporated under the laws of the State of Delaware
(hereinafter
referred to as the “Purchaser”)
AND:
XXXXX
XXXX
(hereinafter
to as the “Vendor”)
WHEREAS
the Purchaser wishes to purchase certain mineral claims (the “Claims”) in the
County of XXX, State of Nevada, from the Vendor;
WHEREAS
the Vendor is prepared to sell Claims to the Purchaser, as described in Schedule
‘A’ attached hereto;
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and subject to the terms and conditions hereafter set out, the parties
hereto agree as follows:
1. PURCHASE
AND SALE
1.01 The
Vendor hereby sells and transfers to the Purchaser, and the Purchaser hereby
buys and accepts from the Vendor, all of the Vendor’s right, title and interest
in and to the Claims in consideration of the sum of $5,000.00 Dollars payable
in
cash and 175,000 common shares in the capital of the Purchaser (the “Shares”),
to be
paid and delivered to the Vendors on closing.
2. CLOSING
DATE
2.01 In
this
Agreement, “Closing
Date”
means
February 20, 2008, or such other date as may be agreed to by the parties
hereto.
3
3. TRANSFER
OF TITLE
3.01 On
the
Closing Date, the Vendor shall deliver to the Purchaser a recordable Bills
of
Sale or other applicable conveyancing documentation sufficient to affect the
transfer of a 100% interest in and to the Claims to the Purchaser. Vendor agrees
to execute such further documentation as may be necessary or desirable to
evidence such transfer of title and/or to record such transfer in appropriate
registries, at the request of Purchaser.
4. RIGHT
OF ENTRY
4.01 The
Purchaser, its servants, agents and workmen and any persons duly authorized
by
the Purchaser following execution of this Agreement, shall have the exclusive
right to enter upon and take possession of and prospect, explore and develop
the
Claims in such manner as the Purchaser in its sole discretion may deem
advisable.
5. REPRESENTATIONS
AND WARRANTIES OF THE VENDORS
5.01 The
Vendor hereby represents and warrants to the Purchaser that:
|
(a)
|
he
has the power and authority to enter into this
Agreement;
|
|
(b)
|
immediately
prior to the closing of this Agreement he is the beneficial owner
of 100%
interest in and to the Claims and the Claims are not subject to any
liens
or encumbrances of any kind
whatsoever;
|
|
(c)
|
the
Claims have been validly located and are now duly recorded and in
good
standing substantially in accordance with the laws in effect in the
jurisdiction in which they are
situated;
|
|
(d)
|
the
entering into this Agreement does not conflict with any applicable
law nor
does it conflict with, or result in a breach of or accelerate the
performance required by, any contract or other commitment to which
he is a
party or by which he is bound;
|
|
(e)
|
he
has the exclusive right to enter into this Agreement and all necessary
authority to assign to the Purchaser all of his right, title and
interest
in and to the Claims in accordance with the terms and conditions
of this
Agreement;
|
|
(f)
|
the
Claims are free and clear of all liens and encumbrances and are in
good
standing with the United States Department of the Interior - Bureau
of
Land Management until August 31,
2008;
|
|
(g)
|
there
are no outstanding or, to the best of the Vendor’s information, knowledge
and belief, proposed, threatened or contemplated actions or suits
which,
if successful, would or could affect the market value or ownership
of the
Claims or any portion thereof;
|
4
|
(h)
|
conditions
on and relating to the Claims are in compliance with all applicable
laws,
regulations and orders relating to environmental matters, including,
but
not limited to, waste disposal and storage and Vendor is not aware
of any
conditions with respect to the Claims that could give rise to
environmental claims that would impair the Purchaser’s development of the
Claims;
|
|
(i)
|
there
are no reclamation liabilities to be carried out in the future,
outstanding work orders or actions required to be taken relating
to the
Claims or the condition of the Claims, or any operations that have
been
carried out thereon;
|
|
(j)
|
on
the Closing Date the Vendor will deliver to the Purchaser copies
of all
reports, maps and other documents and or materials relating to the
Claims
in the Vendor’s possession;
|
|
(k)
|
the
Vendor has had an opportunity to obtain and has obtained a general
and
complete understanding satisfactory to it of the Purchaser, its affiliates
and their services, potential assets, finances, and manner of doing
business sufficient to permit it to evaluate (i) the Purchaser and
its
prospects and (ii) the risks and merits of accepting the Shares as
partial
payment for the Claims;
|
|
(l)
|
the
Vendor acknowledges that the Share certificate shall be legended
with a
legend substantially in the following
form:
|
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER ANY APPLICABLE
STATE
SECURITIES LAWS OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IN ANY MANNER WHICH IS IN VIOLATION OF THE
FOREGOING LIMITATIONS IS INVALID AND THE COMPANY WILL NOT TRANSFER SUCH
INVALIDLY TRANSFERRED SECURITY ON THE BOOKS OF THE COMPANY.
5
5.02 The
representations and warranties hereinbefore set out are conditions upon which
the Purchaser has relied in entering into this Agreement and shall survive
the
Closing Date by a period of 24 months, except that the representation and
warranty of Vendor pursuant to Sections 5.01 (b), (c), (d), (e) and (f) shall
survive indefinitely. The Vendor hereby indemnifies and saves the Purchaser
harmless from all loss, damage, costs, actions and suits arising out of or
in
connection with any breach of any representation or warranty made by it and
contained in this Agreement.
6. REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
6.01 The
Purchaser represents and warrants to the Vendor that:
|
(a)
|
it
has full corporate power and authority to enter into this Agreement
and
the entering into of this Agreement does not conflict with any applicable
laws or with its charter documents nor does it conflict with, or
result in
a breach of, or accelerate the performance required by any contract
or
other commitment to which it is party or by which it is
bound;
|
|
(b)
|
the
shares to be delivered to the Vendor upon the Closing Date will be
duly
and validly authorized and issued and
non-assessable.
|
6.02 The
representations and warranties hereinbefore set out are conditions upon which
the Vendor have relied on entering into this Agreement and shall survive the
Closing Date. The Purchaser hereby indemnifies and saves the Vendor harmless
from all loss, damage, costs, actions and suits arising out of or in connection
with any breach of any representation or warranty made by it and contained
in
this Agreement.
7. INDEPENDENT
ACTIVITIES
7.01 No
joint
venture is created by this Agreement. Except as expressly provided herein,
each
party shall have the free and unrestricted right to independently engage in
and
receive the full benefit of any and all business endeavours of any sort
whatsoever, whether or not competitive with the endeavours contemplated herein
without consulting the other or inviting or allowing the other to participate
therein. No party shall be under any fiduciary or other duty to the other which
will prevent it from engaging in or enjoying the benefits of competing
endeavours within the general scope of the endeavours contemplated herein.
The
legal doctrines of "corporate opportunity" sometimes applied to persons engaged
in a joint venture or having fiduciary status shall not apply in the case of
any
party. In particular, without limiting the foregoing, no party shall have an
obligation to any other party as to:
|
(a)
|
any
opportunity to acquire, explore and develop any mining property,
interest
or right presently owned by it or offered to it outside of the Claims
at
any time; and
|
6
|
(b)
|
the
erection of any mining plant, mill, smelter or refinery, whether
or not
such mining plant, mill, smelter or refinery treats ores or concentrates
from the Claims.
|
8. CONFIDENTIALITY
OF INFORMATION
8.01 The
parties hereto shall, subject to the exceptions set out hereinafter, treat
all
data, reports, records and other information relating to this agreement and
the
Claims as confidential. While this Agreement is in effect and prior to closing,
no party hereto shall, without the express written consent of the other,
disclose to any third party any information concerning the results of the
operations hereunder nor issue any press releases concerning this Agreement
or
its exploration operations except where such disclosure is mandatory under
the
law or is deemed necessary by the disclosing party's counsel for the
satisfaction by the disclosing party of its obligations under applicable
securities law, and the disclosing party has, prior to the public disclosure,
given the non-disclosing parties a draft copy of the disclosure.
9. ARBITRATION
9.01 Any
controversy between the parties hereto involving any claim arising out of or
relating to this Agreement, will be submitted to and be settled by final and
binding arbitration in Las Vegas, Nevada, in accordance with the then current
Commercial Arbitration Rules of the American Arbitration Association (the
“AAA”), and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. Such arbitration shall be conducted
by
three (3) arbitrators chosen by the Vendor and the Purchaser, or failing such
agreement, an arbitrator experienced in the sale of similar mineral assets
appointed by the AAA. There shall be limited discovery prior to the arbitration
hearing as follows: (a) exchange of witness lists and copies of documentary
evidence and documents relating to or arising out of the issues to be
arbitrated, (b) depositions of all party witnesses, and (c) such other
depositions as may be allowed by the arbitrators upon a showing of good cause.
Depositions shall be conducted in accordance with the Nevada Code of Civil
Procedure, the arbitrator(s) shall be required to provide in writing to the
parties the basis for the award or order of such arbitrator(s), and a court
reporter shall record all hearings, with such record constituting the official
transcript of such proceedings.
10. NOTICES
10.01 Any
notice, election, consent or other writing required or permitted to be given
hereunder shall be deemed to be sufficiently given if delivered or if mailed
by
registered air mail or by fax, addressed as follows:
7
In
the
case of the Vendor:
Xxxxx
Xxxx
XX
00,
Xxx 00
Xxxxxxxx,
Xxxx Xxxxxxxx
00000
In
the
case of the Purchaser:
0000
Xxxxx Xxxx Xxxx., Xxxxx 00X
Xxxxxxxx,
Xxxxxxx
Xxxxxx
X0X 0X0
Fax
#000-000-0000
Attention:
Xxxxxxxx Xxxxxx
and
any
such notice given as aforesaid shall be deemed to have been given to the parties
hereto if delivered, when delivered, or if mailed, on the tenth business day
following the date of mailing, or, if faxed, on the next succeeding day
following the faxing thereof PROVIDED HOWEVER that during the period of any
postal interruption in either the country of mailing or the country of delivery,
any notice given hereunder by mail shall be deemed to have been given only
as of
the date of actual delivery of the same. Any party may from time to time by
notice in writing change its address for the purpose of this
paragraph.
11. GENERAL
TERMS AND CONDITIONS
11.01 The
parties hereto hereby covenant and agree that they will execute such further
agreements, conveyances and assurances as may be requisite, or which counsel
for
the parties may deem necessary to effectually carry out the intent of this
Agreement.
11.02 This
Agreement shall represent the entire understanding between the parties with
respect to the Claims. No representations or inducements have been made save
as
herein set forth. No changes, alterations, or modifications of this Agreement
shall be binding upon any party until and unless an amendment to this Agreement
or a memorandum in writing to such effect shall have been signed by all parties
hereto.
11.03 The
titles to the articles to this Agreement shall not be deemed to form part of
this Agreement but shall be regarded as having been used for convenience of
reference only.
11.04 The
Schedule to this Agreement shall be construed with and as an integral part
of
this Agreement to the same extent as if they were set forth verbatim
herein.
11.05 This
Agreement shall be governed by and interpreted in accordance with the laws
in
effect in the State of Delaware.
8
11.06 This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
11.07 This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
11.08 Time
shall be of the essence of this Agreement.
IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the
day and year first above written.
By:
/s/ Xxxxxxxx
Xxxxxx
Its:
/s/
Xxxxx
Xxxx
XXXXX
XXXX
9
SCHEDULE
A
THE
“CLAIMS”
|
Claim
Name
|
Claim
Number
|
|
Gold
Point
GP
1-14
|
NMC0975797
-
NMC0975810
|
10
