Asset Purchase Agreement
Exhibit 1
THIS AGREEMENT is made on January 3, 2023 between Gold Express Mines, Inc., with its principal place of business at 6 0/0 X. 0xx Xxx. Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx, 00000 hereinafter the "Seller", and Magellan Gold Corporation ("Buyer") with its principal place of business at 000 Xxxxx Xx., Xxx. 000 Xxxxxxx, Xxxxx 00000
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Purchase of Assets.
A) Mineral Projects: Seller shall sell to Buyer and Buyer shall purchase from Seller, on the terms and conditions set forth in this Agreement, the mineral properties listed in Appendix A attached herein.
All of the assets listed in the Appendix A shall be referred to herein as the "Purchased Assets".
2. Purchase Price and Reimbursements
The purchase price for the assets shall be 5,000,000 (five million) shares of the common stock of the Buyer.
3. Shares Valuation.
The shares issued in this transaction shall be valued at $0.20 per share based upon recent market quotes on the common stock of the Buyer.
4. Closing and Escrow.
a. The Closing date shall be January 5, 2023, provided there are no unforeseen delays. Closing shall not be later than 10 calendar days after the designated closing date unless a further extension is agreed upon in writing between the Buyer and Seller.
b. Within thirty days of the closing date all of the purchased claims shall be transferred to the Buyer by quitclaim deed and an assignment of the "Big-It" mineral lease shall have been completed.
x.Xxxxx shall issue to the Seller 5,000,000 shares of the common stock of Buyer valued at $1,000,000 in the form of a physical stock certificate. The Buyer may hold the physical certificate until all of the claims and the mineral lease have been successfully transferred by the Seller to the Buyer.
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5. Representations of Seller.
Seller covenants and represents:
a.That Seller is the sole Owner of the Purchased Assets with full right to sell or dispose of it as Seller may choose. Seller has the right to assign the Big-It lease to the Buyer.
b. That Seller has no undischarged obligations affecting the Purchased Assets being sold under this Agreement.
c. That there are presently and will be at the time of closing, no liens or security interests against the Purchased Assets being transferred herein, and all claim fees shall have been paid to date and all lease payments shall be current and paid to date.
d. Consents. A majority of the Board of Directors of the Seller have approved this agreement.
h. Licenses. Permits and Consents. There are no licenses or permits currently required by the Seller for the satisfaction of the sale of Assets or execution of this Agreement.
i. Litigation. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Seller, threatened against or involving Seller or brought by Seller or affecting any of the purchased property at law or in equity or admiralty or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign.
j. Compliance with Laws. To the best of its knowledge, Seller has complied with and is operating its business in compliance with all laws, regulations, and orders applicable to the business conducted by it, and the present uses by the Seller of the purchased property do not violate any such laws, regulations, and orders. Seller has no knowledge of any material present or future expenditures that will be required with respect to any of Seller's facilities to achieve compliance with any present statute, law, or regulation, including those relating to the environment or occupational health and safety.
k. Disclosure. No representation or warranty by the Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished to Buyer pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary in order to make the statements contained therein not misleading.
m.Environmental. To the best of the knowledge of the Seller there presently is not, nor ever has been, any dumping or storage of toxic or hazardous wastes on the premises of the Purchased Assets. Seller is not aware nor has Seller been notified by any private parties or government agencies of any environmental or reclamation requirements or responsibilities with respect to the properties or any liabilities with respect to Superfund laws.
6. Representations of Buyer.
The Buyer covenants and represents to the Seller as follows:
| a. | The shares to be issued to the Seller to be delivered at the closing date are validly issued and properly approved by the Board of Directors of the Buyer and issued pursuant to a validly existing exemption from registration. | |
| b. | The transaction contemplated by this agreement has been approved by a majority of the Members of the Board of Directors of the Buyer. |
7. Appendices.
The Appendices and other documents attached or referred to in this Agreement are an integral part of this Agreement.
8. Entire Agreement.
This Agreement constitutes the sole and only agreement between Buyer and Seller respecting the Business or the sale and purchase of it. This Agreement correctly sets forth the obligations of Buyer and Seller to each other as of its date. Any additional agreements or representations respecting the Business or its sale to Buyer not expressly set forth in this Agreement are null and void, unless otherwise required by law. Both parties agree to waive rights as to any conflicting laws which may nullify this Agreement to the full extent allowable by law.
9. Conditions Precedent of Buyer.
The obligations of the Buyer hereunder are subject to the conditions that on or prior to the closing date:
a. Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date.
b. Seller's Compliance with Agreement. The Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the closing of the Agreement.
c. Adverse Change. There shall have been between the purchase date and the closing date no material adverse change in the purchased assets.
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10. Arbitration.
In the event the parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act and in accordance with the American Arbitration Association rules then in effect, conducted by a single neutral arbitrator and administered by the American Arbitration Association in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to this Agreement or any disputes arising as a result of this Agreement, whether directly or indirectly, including Tort claims that are a result of this Agreement. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.
11. Costs and Expenses.
Except as expressly provided to the contrary in this Agreement, each party shall pay all of its own costs and expenses incurred with respect to the negotiation, execution and delivery of this Agreement and the exhibits hereto.
12. Miscellaneous Provisions.
a. Applicable Law and Forum. This Agreement shall be construed under and in accordance with the laws of the State of Idaho. Both parties agree that the jurisdiction of any disputes between the parties shall be resolved in the courts of the State of Idaho, and that any arbitration between the parties shall be undertaken as indicated in paragraph 10 above.
b. Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.
c. Legal Construction. This Agreement shall be construed as to effectuate the intended purpose of the Agreement. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, this Agreement shall be modified to otherwise effectuate the sale under the original intentions of the Parties. This may include striking the invalid, illegal, or unenforceable provision as if they had never been contained in this Agreement, or modifying the invalid, illegal or unenforceable provisions to make them compliant without modifying the original purpose of the Parties.
d. Amendments. This Agreement may be amended by the Parties only by a written agreement.
e. Attorneys' Fees. Should any arbitration or litigation be commenced between the parties to this Agreement concerning the rights and duties of either party in relation to the Business or this Agreement, the prevailing party in the arbitration or litigation shall be entitled to (in addition to any other relief that may be granted) a reasonable sum and attorneys' fees in the arbitration or litigation, which sum shall be determined by the court or other person presiding in the arbitration or litigation or in a separate action brought for that purpose.
f. Board Seat. The Seller shall be granted the right to nominate one board member to the Board of Directors of the Buyer for a period of four years. The four-year period shall run from the date of the nomination of Directors for the next annual meeting of the Buyer in 2023 continuing to the date of the nomination of Directors for the annual meeting of the Buyer in 2026.
f.Signatories. This Agreement shall be executed on behalf of Magellan Gold Corporation by Xxxx Xxxxxxx and on behalf of Gold Express Mines, Inc. by Xxxx Xxxx.
The Agreement shall be effective as of the date first written above.
Seller:
Buyer:
Magellan Gold Corporation
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INERAL PROJECTS
("Purchased Assets")
| 1) | GOLDEN, IDAHO PROJECT — located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims. | |
| 2) | SEAFOAM DISTRICT - located in Custer County, Idaho and consisting of five unpatented mining claims. | |
| 3) | BLACKTAIL DISTRICT — located in Lemhi County, Idaho and consisting of eight unpatented mining claims. | |
| 4) | BIG-IT PROJECT — located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property. | |
| 5) | TERROR GULCH (XXXXXXXXXX GROUP) located in Shoshone County, Idaho consisting of twelve unpatented mining claims. |
DETAILED LIST OF CLAIMS AND/OR MINERAL LEASES OF EACH
PROJECT
GOLDEN PROJECT - 72 CLAIMS TOTAL ICM 1-13, 20-37 2
| CLAIM NAME | BLM SERIAL # |
| ICM 1 | ID101958937 |
| ICM 2 | ID101958938 |
| ICM 3 | ID101958939 |
| ICM 4 | ID101958940 |
| ICM 5 | ID101958941 |
| ICM 6 | ID101958942 |
| ICM 7 | ID101958943 |
| ICM 8 | ID101958944 |
| ICM 9 | ID101958945 |
| ICM 10 | ID101958946 |
| ICM 11 | ID101958947 |
| ICM 12 | ID 105278070 |
| ICM 13 | ID105278071 |
| ICM 20 | ID 105278072 |
| ICM 21 | ID105278073 |
| ICM 22 | ID 105278074 |
| ICM 23 | ID 105278075 |
| ICM 24 | ID 105278076 |
| ICM 25 | ID 105278077 |
| ICM 26 | ID105278078 |
| ICM 27 | ID 105278079 |
| ICM 28 | ID105278080 |
| ICM 29 | ID105278081 |
| ICM 30 | ID 105278082 |
| ICM 31 | ID105278083 |
| ICM 32 | ID 105278084 |
| ICM 33 | ID105278085 |
| ICM 34 | ID105278086 |
| ICM 35 | ID 105278087 |
| ICM 36 | ID105278088 |
| ICM 37 | ID105278089 |
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(GOLDEN PROJECT, Cont'd)
IL 1-13, 15, 17, 19, 21, 23, 27-31 (23)
| CLAIM NAME | BLM SERIAL # |
| IL 1 | ID101830376 |
| IL 2 | ID101830377 |
| IL 3 | ID101830378 |
| IL 4 | ID101830379 |
| IL 5 | ID101830380 |
| IL 6 | ID101830381 |
| IL 7 | ID101830382 |
| IL 8 | ID101830383 |
| IL 9 | ID101830384 |
| IL 10 | ID101830385 |
| IL 11 | ID101830386 |
| IL 12 | ID101830387 |
| IL 13 | ID101830388 |
| IL 15 | ID101830389 |
| IL 17 | ID101830390 |
| IL 19 | ID101830391 |
| IL 21 | ID101578180 |
| IL 23 | ID101578181 |
| IL 27 | ID101578182 |
| IL 28 | ID101578183 |
| IL 29 | ID101578184 |
| IL 30 | ID101578185 |
| IL 31 | ID101578180 |
HM 1-6 (6)
| CLAIM NAME | BLM SERIAL # |
| HM1 | ID101578181 |
| HM2 | ID101578182 |
| HM3 | ID101578183 |
| HM4 | ID101578184 |
| HM5 | ID101578185 |
| HM6 | ID101578180 |
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(GOLDEN PROJECT, Cont'd)
PM 1-12 (12
| CLAIM NAME | BLM SERIAL # |
| PM1 | ID101922038 |
| PM2 | ID101922039 |
| PM3 | ID 101922040 |
| PM4 | ID101922041 |
| PM5 | ID 101922042 |
| PM6 | ID 101922043 |
| PM7 | ID 101922044 |
| PM8 | ID 101922045 |
| PM9 | ID 101922046 |
| PM10 | ID 101922047 |
| PM11 | ID 101922048 |
| PM12 | ID 101922049 |
GA 1-2 (2)
| CLAIM NAME | BLM SERIAL # |
| GA 1 | ID101958395 |
| GA 2 | ID101958396 |
SEAFOAM DISTRICT - 5 CLAIMS TOTAL
CLAIMS (5)
| CLAIM NAME | BLM SERIAL # |
| GOLDEN PROMISE | ID105221836 |
| LONGSHOT #1 | ID105221837 |
| LONGSHOT #3 | ID105221838 |
| XXXXX XXXX #1 | ID 105221839 |
| INDEPENDENCE | ID 105221840 |
BLACKTAIL DISTRICT - 8 CLAIMS TOTAL
FOURTH OF JULY 1-2 (2
| CLAIM NAME | BLM SERIAL # |
| FOURTH OF JULY 1 | ID 105221841 |
| FOURTH OF JULY 2 | ID 105221842 |
SUNSET 1-3 (3)
| CLAIM NAME | BLM SERIAL # |
| SUNSET 1 | ID 105221843 |
| SUNSET 2 | ID105221844 |
| SUNSET 3 | ID 105221845 |
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BLACKTAIL 1-3 (3
| CLAIM NAME | BLM SERIAL # |
| BLACKTAIL 1 | ID 105221846 |
| BLACKTAIL 2 | ID 105221847 |
| SUNSET 3 | ID 105221848 |
BIG IT PROJECT (LEASED CLAIMS)- *28 CLAIMS
TOTAL BIG EXT LEASED (25
| CLAIM NAME | BLM SERIAL # |
| BIG EXT 11 | ID105771063 |
| BIG EXT 12 | ID105771064 |
| BIG EXT 15 | ID105771065 |
| BIG EXT 16 | ID 105771066 |
| BIG EXT 19 | ID105771067 |
| BIG EXT 20 | ID105771068 |
| BIG EXT 23 | ID 105771069 |
| BIG EXT 24 | ID105771070 |
| BIG EXT 27 | ID105771071 |
| BIG EXT 28 | ID 105771072 |
| BIG EXT 47 | ID 105771073 |
| BIG EXT 48 | ID105771074 |
| BIG EXT 49 | ID105771075 |
| BIG EXT 50 | ID105771076 |
| BIG EXT 51 | ID 105771077 |
| BIG EXT 52 | ID105771078 |
| BIG EXT 53 | ID105771079 |
| BIG EXT 54 | ID 105771080 |
| BIG EXT 55 | ID 105278081 |
| BIG EXT 56 | ID 105771082 |
| BIG EXT 57 | ID105771083 |
| BIG EXT 59 | ID105771084 |
| BIG EXT 60 | ID105771085 |
| BIG EXT 61 | ID 105771086 |
| BIG EXT 65 | ID105771087 |
LEASED CLAIMS (3)
| CLAIM NAME | BLM SERIAL # |
| BIG IT # 1 | ID 101487684 |
| BIGIT# 2 | ID101487685 |
| DELLA 1 | ID 101487686 |
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BIG IT PROJECT (LEASED CLAIMS)- *28 CLAIMS TOTAL
PARCELS (2) *See exclusions below
*Shoshone County Parcel #48N02E-28-6100 (66.412 acres) *see exclusion below
Shoshone County Parcel #48N02E-33-2600 (28.452 acres) further legally described as:
Government Lots 6 and 7, Section 28, and Government Lots 5, 6, 7, and 8, Section 33, all in Township 48 North, Range 2 E., B.M. Shoshone County, State of Idaho; Except a tract of ground situated in the NW1/4 NW1/4 of Section 33, T48N, R2E, B.M. Shoshone County, State of Idaho, more particularly described as follows: Beginning at the NE corner of the tract whence the claim corner marked 1 Big It No. 1 and 4 - Della Bears N. 14° 57' W., 925.14' distant and the NW corner of Section 33, Township 48 North, R2E, B.M., bears N. 49° 22' W., 1354.39' distant, running thence N. 82° 14' W., 219.95' distant to the SW corner; thence S. 82° 14' E., 220.6' distant to the SE corner; thence N. 20° O' W., 170.12' distant to a point; thence N. 24° 54' W., 299.08' distant to the NE corner and the place of beginning (EXCLUDING surface rights for portion shown in RED). The Lessee will NOT have the right to perform the activities described in Article 4 of this Lease document on the surface of the excluded area. Lessee will be granted mineral rights to excluded area, and in the event extractable minerals are identified under this area, Lessee will have the right to extract them utilizing underground methods from points of access outside of the excluded area.
TERROR GULCH (XXXXXXXXXX GROUP) - 12 CLAIMS TOTAL ROYAL CAP (12
| CLAIM NAME | BLM SERIAL # |
| ROYAL CAP 1 | ID105787871 |
| ROYAL CAP 31 | ID 105793605 |
| ROYAL CAP 32 | ID105793606 |
| ROYAL CAP 33 | ID105793607 |
| ROYAL CAP 34 | ID105793608 |
| ROYAL CAP 35 | ID 105793609 |
| ROYAL CAP 36 | ID105793610 |
| ROYAL CAP 37 | ID105793611 |
| ROYAL CAP 38 | ID105793612 |
| ROYAL CAP 39 | ID105793613 |
| ROYAL CAP 40 | ID105793614 |
| ROYAL CAP 41 | ID105793615 |
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