OPTION AGREEMENT
This agreement is dated for reference July 20, 1999.
BETWEEN: WET COAST CAPITAL CORPORATION, a British Columbia company, of
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, and fax (000) 000-0000
("Wet Coast")
AND: XXXXX XXXXXX, a mining engineer, of 0000 - 00xx Xxxxxx, Xxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0, and fax (000)000-0000
(the "Optionor")
RECITALS
A. The Optionor has an undivided 100% interest in the CP 1-12 mineral claims,
Nicola Mining Division, British Columbia, Canada (the "Property").
B. Wet Coast wants the exclusive and irrevocable right to acquire 100% of the
Optionor's interest in the Property.
IN CONSIDERATION of the recitals and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. The Optionor grants Wet Coast an option to acquire a 100% undivided
interest in the Property (the "Option").
3. To exercise the Option, Wet Coast must:
(a) finance the work program recommended for the Property in the
initial report of Xxxxxxx X. Xxxxxx, Consulting Geologist,
dated February 8, 1999 (the "Work Program") within 12 months
of the date of this agreement (the "Work Period"); and
(b) pay the Optionor CDN$7,500 within 18 months of the date of
this agreement (the "Option Period").
4. The Optionor will perform the Work Program and provide an engineering
report that satisfies Wet Coast within two months of his completing the
Work Program or the end of the Work Period, whichever is earlier.
5. Wet Coast may transfer, assign, grant an option to purchase or
otherwise alienate its rights and obligations under this agreement.
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6. Wet Coast and its employees, agents, independent contractors, and
assignees may have full access to the Property during the Option
Period.
7. Wet Coast may terminate this agreement at any time during the Option
Period by giving written notice of its intention to terminate by fax to
the Optionor's fax number as soon as Wet Coast arrives at its decision
to terminate. No monies already paid by Wet Coast under this agreement
are refundable and Wet Coast is entitled to no interest in the Property
if this agreement is terminated by Wet Coast during the Option Period.
8. During the Option Period, the Optionor will:
(a) do nothing that might adversely affect Wet Coast's rights
under this agreement, and
(b) keep the Property free and clear of any claims and in good
standing with applicable government authorities.
9. During the Option Period, Wet Coast will:
(a) conduct all work on the Property in a careful and miner-like
manner and in compliance with all applicable laws, and
(b) obtain and maintain and cause any contractor or sub-contractor
engaged under this agreement to obtain and maintain adequate
insurance during any period in which active work is carried
out on the Property.
10. Each party represents and warrants to the other that:
(a) it has the power and authority to carry on its business and to
make this agreement and any agreement that is contemplated by
this agreement, and
(b) the making of this agreement and any agreements contemplated
by it does not violate or breach its constating documents or
the laws of any applicable jurisdiction and has been
authorized by its board of directors.
11. The Optionor represents and warrants that:
(a) title to the Property is free and clear of any claims or
charges, either actual, pending or threatened,
(b) the Property is not subject to any order or direction relating
to environmental matters that requires any action,
(c) he has the exclusive right to make this agreement, and to
dispose of the Interest in the Property in accordance with the
terms of this agreement.
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12. The representations and warranties of the parties are conditions on
which the parties have relied in making this agreement and survive the
exercising of the Option.
13. The Optionor acknowledges that this agreement was prepared by Jeffs &
Company, Law Corporation, on behalf of and solely for Wet Coast, and
that it may contain terms and conditions onerous to the Optionor. The
Optionor expressly acknowledges that Wet Coast has given the Optionor
adequate time to review this agreement and to seek and obtain
independent legal advice, and he represents to Wet Coast that he has in
fact sought and obtained independent legal advice and is satisfied with
all of the terms and conditions of this agreement.
14. This agreement contains the entire agreement among the parties and
supersedes all earlier representations, understandings and agreements,
whether written or oral, express or implied, that might have lead to
the parties' making this agreement.
15. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
16. Time is of the essence of this agreement and is of the essence of any
amendments to this agreement unless its essence is waived in the
amendment.
17. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
18. This agreement enures to the benefit of and is binding on the parties
and their respective successors and permitted assigns.
19. This agreement may be executed in any number of separate counterparts
and delivered to the parties by fax. The counterparts together are
deemed to be one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORPORATION
Per: /s/ "XXXX XXXXX"
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Authorized Signatory
Signed by XXXXX XXXXXX in the presence of:
/S/ "XXXXX X. XXXXX" /S/ "XXXXX XXXXXX"
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Signature of Witness Xxxxx Xxxxxx
XXXXX X. XXXXX
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Name of Witness
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Address of Witness
