EXHIBIT 10.1
OPTION AGREEMENT
THIS AGREEMENT effective on the 27th day of February 2008.
Between:
Xxxxxxxx Resources, Inc.
0000 Xxxxxx Xxxxx Xx.
Xxx Xxxxx, Xxxxxx 00000
(hereinafter "Xxxxxxxx")
And:
Mainland Resources, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxx 00000-0000
(hereinafter "Mainland')
WHEREAS:
A. Mainland is a Nevada Corporation, which has its shares traded on the
National Association of Securities Dealers (NASD) Over-The-Counter Bulletin
Board (OTC-BB) under the trade symbol MNLU.OB.
X. Xxxxxxxx is a Nevada Corporation which entered into an agreement with
Permian to purchase the sub-surface rights provided for by certain
leasehold estates more particularly identified and described in an
Agreement dated December 11, 2007 (the "December 11, 2007 Purchase
Agreement") and the schedule of leaseholds attached as Exhibit "A" thereto
(hereinafter called the "Leases").
C. A further modification of the December 11, 2007 Purchase Agreement was
entered into between Permian and Xxxxxxxx on February 1, 2008 (the
"February 1, 2008 Purchase Agreement") which again provided for Permian as
"Assignor" granting Xxxxxxx as the "Assignee" the right to purchase the
Leases described in the same Exhibit "A" which was attached to the December
11, 2007 Purchase Agreement.
D. Under the combination of the December 11, 2007 Purchase Agreement and the
February 1, 2008 Purchase Agreement (hereinafter in combination called the
"Leasehold Purchase Agreement") Xxxxxxxx has acquired and assignment of all
rights to the Leases subject only to those terms and conditions provided
for in the Leasehold Purchase Agreement.
E Mainland wishes to acquire all right, title and interest Xxxxxxxx has as in
and to the Leases as Assignee under the Leasehold Purchase Agreement by way
of an option (the "Option"), pursuant to which Mainland shall acquire all
such all right, title and interest that Xxxxxxxx has in and to the Leases
upon the terms and conditions of the Leasehold Purchase Agreement
(hereinafter the "Option Agreement").
X. Xxxxxxxx wishes to grant Mainland an Option to all right, title and
interest it has as in and to the Leases as Assignee under the Leasehold
Purchase Agreement in consideration of the terms and conditions of this
Option Agreement.
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G The terms and provisions of the Leasehold Purchase Agreement do not
prohibit assignment thereof and Permian wishes to encourage and facilitate
the assignment of all right, title and interest Xxxxxxxx has in and to the
Leases as Assignee under the Leasehold Purchase Agreement by way of this
Option Agreement upon Mainland assuming all rights, duties and obligations
of Xxxxxxxx under the Leasehold Purchase Agreement, in addition to any
further and other rights duties and obligations Mainland agrees to with
Xxxxxxxx under this Option Agreement.
H. This Option Agreement concerns the Leases which are the subject matter of
the Leasehold Purchase Agreement and as such the December 11, 2007 Purchase
Agreement and the February 1, 2008 Purchase Agreement are attached hereto
as Schedules "I" and "II", respectively.
NOW THEREFORE for good and valuable consideration in the form of the mutual
promises, covenants and agreements by and between the parties hereto (the
"Parties") and other good and sufficient consideration, all of which is hereby
mutually acknowledged by the Parties, the following is hereby agreed to:
1. Xxxxxxxx hereby grants Mainland the Option to acquire all right, title and
interest that Xxxxxxxx has under the Leasehold Purchase Agreement as
provided for under Schedules "I" and "II" hereto, subject to Mainland
assuming and discharging all rights, duties and obligations of Xxxxxxxx
under the Leasehold Purchase Agreement, together with the following further
consideration:
1.1 Upon Mainland paying one hundred thousand (US$100,000) dollars to
Xxxxxxxx.
1.2 Mainland agrees to do all things reasonably necessary to reassign or
quit claim the Leases to Xxxxxxxx if at any time after exercising the
Option to acquire the assignments of the Leases under this Option
Agreement Mainland elects not to proceed with the Leasehold Purchase
Agreement. Provided however, Mainland is only obligated to reassign or
quit claim the Leases to Xxxxxxxx, where Xxxxxxxx tenders the one
hundred thousand (US$100,000) dollars Mainland originally paid to
Xxxxxxxx hereunder or such other consideration as Xxxxxxxx and
Mainland agree upon at that time.
2. Mainland will accept the granting of the Option to acquire all right, title
and interest that Xxxxxxxx has under the Leasehold Purchase Agreement as
provided for under Schedules "I" and "II" hereto, on the terms and
conditions of this Option Agreement, subject to the following further
conditions:
2.1 The Leases are to be delivered by Xxxxxxxx to Mainland fully executed
and in a form acceptable to Mainland's legal counsel on or before the
time of completion of the Leasehold Purchase Agreement which is
effective on March 15, 2008, according to Schedule "II"; and,
2.2 The one hundred thousand (US$100,000) dollars payable by Mainland to
Xxxxxxxx under 1.1 herein is payable as a reimbursement of the deposit
for said amount paid by Xxxxxxxx under the Leasehold Purchase
Agreement, and as such it is only payable at the date and time
Mainland is obligated to pay the balance of funds due and payable as a
"final payment" under paragraph #11 of the February 1, 2008 Purchase
Agreement, which is March 15, 2008.
3. Xxxxxxxx jointly and severally covenant to and assure Mainland that each of
them has the legal right, title and authority to assign, grant and convey
good and marketable title to the Leases to Mainland as contemplated by this
Option Agreement.
4. Mainland warrants to Xxxxxxxx, both jointly and severally, that it has the
legal right and authority to take delivery and assume such right, title and
interest as will be conveyed to it under this Option Agreement and to do
all things necessary to complete the transfers of title to it as
contemplated hereunder.
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5. Mainland has the legal authority pay and do all things required under the
Leasehold Purchase Agreement at the time and in the manner contemplated
therein and to comply with all rights, duties and obligations of Xxxxxxxx
as Assignee.
6. Each of the Parties mutually promises and assures the others that they will
mutually cooperate and do all things reasonably necessary to achieve the
objects of this Option Agreement, including executing and delivering such
documents or providing such information as may be reasonably necessary to
bring about the completion of this Option Agreement.
7. On or about March 15, 2008, at the time Mainland pays the amounts payable
to Xxxxxxxx under this Option Agreement and to Permian as provided
hereunder and pursuant to the Leasehold Purchase Agreement as required of
Xxxxxxx as contemplated pursuant to 2.2 herein, the right, title and
interest of Permian and Xxxxxxxx in the Leases will be transferred and
delivered into the name of Mainland, subject only to residual royalty
payment and other rights reserved under the Leasehold Purchase Agreement
and this Option Agreement by Permian and Xxxxxxxx.
8. Each Party will bear their own cost in complying with the terms and
conditions of this Option Agreement and the Leasehold Purchase Agreement.
Provided that where any Party requires this Agreement be incorporated into
a more definitive and comprehensive agreement, that Party is obligated to
pay the legal costs of drafting and the execution of a more formal
Agreement.
9. This Option Agreement and the underlying Leasehold Purchase Agreement will
not be assignable to third parties (which by definition would be any party
which is not a Party to this Option Agreement) without the written consent
of the other Parties; provided that such consent to assignment will not be
unreasonably withheld.
10. This Agreement shall be governed by and construed in accordance with the
laws of the jurisdiction where any action, arbitration or other proceeding
hereunder is commenced and the venue for any such purposes will be the
territorial jurisdiction in which such action is commenced. Each party
hereby submits themselves to the jurisdiction of any court, arbitrator or
tribunal of competent jurisdiction in either Texas or Nevada, as the case
may be. Where a Party commences any proceeding pursuant to this Agreement
in a jurisdiction other than Texas or Nevada, it is only valid and binding
on the Parties if it is commenced with the mutual agreement of all of the
Parties.
11. All notices regarding this Agreement will be in writing to the addresses of
the Parties as they appear at the beginning of this Agreement or to their
respective legal advisors whose addresses will be disclosed by the Parties
to each other in writing. All notices may be given in written or electronic
form and will be deemed delivered:
11.1 Three days after posting by prepaid registered mail;
11.2 On the date of receipt by fax simile transmission, proof of receipt is
the fax confirmation printout received as the sender's fax
transmission sheet;
11.3 On the date of receipt of an email by the recipient;
11.4 On the date of delivery by hand or courier.
12. Executed copies of this Option Agreement in counterparts and as facsimile
transmissions will be governed by the following rules:
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12.1 This Option Agreement may be executed in counterparts and each
counterpart will be deemed in combination with the other to constitute
duly executed counterparts forming a binding contract.
12.2 The counterparts of this Option Agreement may be facsimile copies
which are duly signed by a Party and a facsimile copy of the signed
counterpart is sufficient to constitute a binding contract.
12.3 Where a Party expressly insists that an originally executed copy of a
Counterpart be delivered them the other Party's compliance with this
requirement is in addition to, but in no way derogates from the valid,
enforceable and binding effect of the contract immediately upon
delivery of a duly signed counterpart of this Option Agreement by
facsimile pursuant to Sub-sections 13.1 and 13.2 hereof.
13. Time shall be of the essence in this Option Agreement.
14. Notwithstanding the December 11, 2007 Purchase Agreement and the February
1, 2008 Purchase Agreement, this Option Agreement supersedes all other
agreements and arrangements among the Parties, whether written or verbal.
15. This Agreement can not be modified, amended or changed except by an
instrument in writing signed by all the parties hereto.
16. This Option Agreement be deemed to be effective on the date set out at
beginning hereof, upon it being fully executed by the Parties.
IN WITNESS WHEREOF AND INTENDING TO BE LEAGALLY BOUND the Parties have
executed this Agreement as of the day and year first above written, being the
Effective Date.
SIGNED, SEAL AND DELIVEDED by the )
Authorized Signatory for XXXXXXXX RESOURCES, )
INC.,: )
)
/s/ XXXXX X. XXXXXXXXX )
______________________________________________ )
Authorized Signatory )
) C/S
Print Name: Xxxxx X. Xxxxxxxxx )
___________________________________ )
)
Print Title: President & CEO )
__________________________________ )
)
1936 Alloba Ridge Dr. )
Xxx Xxxxx, XX 00000 )
______________________________________________ )
Address )
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SIGNED, SEAL AND DELIVEDED by the )
Authorized Signatory for MAINLAND RESOURCES, )
INC.,: )
)
/s/ XXXXX XXXXXX )
______________________________________________ )
Authorized Signatory )
) C/S
Print Name: Xxxxx Xxxxxx )
___________________________________ )
)
Print Title: President )
__________________________________ )
)
1404 - 0000 X. Xxxxxxxx Xx. )
Vancouver, BC 46E 45b )
______________________________________________ )
Address )
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