MINERAL PROPERTY PURCHASE AGREEMENT
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THIS AGREEMENT made as of the 14th day of March, 2001
BETWEEN:
SENATE CAPITAL GROUP INC.
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a British Columbia company
(the "Seller")
OF THE FIRST PART
AND:
CARLETON VENTURES CORP.
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a Nevada corporation, having a registered office located at 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx, 00000
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Seller is the beneficial owner of certain mineral claims located
in the State of Nevada.
B. The Seller has agreed to sell and the Purchaser has agreed to
purchase the mineral claims on the terms and subject to the conditions of this
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of Ten
Dollars ($10.00) now paid by the Purchaser to the Seller (the receipt of which
is hereby acknowledged), the parties agree as follows:
1. DEFINITIONS
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1.1 For the purposes of this Agreement the following words and phrases
shall have the following meanings, namely:
(a) "Geological Reports" means all geological reports prepared on the
Mineral Claims and owned by the Seller, including the report entitled "Burner
Hills Property Report" prepared by Xxxx X. Xxxx and dated December 2000;
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(b) "Mineral Claims" means the mineral claims described in Schedule A to
this Agreement, including: (i) any replacement or successor claims; and (ii) all
mining leases and other mining interests derived from any such claims;
(c) "Property" means the Mineral Claims and the Property Rights;
(d) "Property Rights" means all licenses, permits, easements, rights-of-way,
certificates and other approvals obtained by in connection with the Mineral
Claims and necessary for the exploration of the Mineral Claims.
(e) "Purchase Price" means the amount of $10,051.88;
(f) "Shares" means 1,500,000 shares of the common stock of the Purchaser.
2. PURCHASE OF PROPERTY
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2.1 The Seller hereby sells, assigns and transfers to the Purchaser a
100% interest in and to the Property free and clear of all charges,
encumbrances, security interests and claims in consideration for the payment of
the Purchase Price and the issue of the Shares by the Purchaser to the Seller on
the terms and subject to the conditions of this Agreement. The Purchaser will
pay to the Seller the Purchase Price and issue to the Seller the Shares
forthwith upon execution of this Agreement. All share certificates representing
the Shares will be endorsed with the following legend pursuant to the United
States Securities Act of 1933:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN
RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS
OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.
3. TRANSFER OF TITLE
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3.1 Upon payment of the Purchase Price in accordance with Section 2.1, the
Seller will deliver to the Purchaser a duly executed xxxx of sale or quit claim
deed and such other executed documents of transfer as required, in the opinion
of the Purchaser's lawyers, for the transfer of an undivided 100% interest in
the Property to the Purchaser.
4. GEOLOGICAL REPORTS
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4.1 Upon payment of the Purchase Price and the issuance of the Shares in
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accordance with Section 2.1, the Seller will deliver to the Purchaser the
Geological Reports.
5. REPRESENTATIONS AND WARRANTIES
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5.1 The Seller hereby represents and warrants to the Purchaser and
acknowledges that the Purchaser is relying on the Seller's representations and
warranties in entering into this Agreement and performing the Purchaser's
obligations as provided by this Agreement:
(A) the Property is in good standing with all regulatory authorities having
jurisdiction and all required claim maintenance payments have been made;
(B) upon payment of the purchase price for the Property, the Purchaser will
be the beneficial owner of all of the Property free and clear of all liens,
charges and claims of others, and no taxes or rentals are or will be due in
respect of any of the Mineral Claims;
(C) to the best of the Seller's knowledge, the Mineral Claims have been duly
and validly located and recorded pursuant to the laws of the jurisdiction in
which the Property is situate;
(D) the Seller has not done anything whereby the mineral claims comprising
the Property may be in any way encumbered;
(E) the Seller 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 or any contract or other
commitment to which it is party; and
(F) the execution of this Agreement and the performance of its terms have
been duly authorised by all necessary corporate actions of the Seller including
the resolution of its board of directors.
6. GENERAL TERMS AND CONDITIONS
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6.1 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.
6.2 This Agreement shall constitute the entire agreement between the parties
with respect to the Property. No representations or inducements have been made
save as herein set forth. No changes, alterations or modifications of this
Agreement shall be binding upon either party until and unless a memorandum in
writing to such effect shall have been signed by all parties hereto. This
Agreement shall supersede all previous
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written, oral or implied understandings between the parties with respect
to the matters covered hereby.
6.3 Time shall be of the essence of this Agreement.
6.4 Unless otherwise noted, all currency references contained in this
Agreement shall be deemed to be references to United States funds.
6.5 This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada and the federal laws of United States applicable
therein and each party irrevocably attorns to the jurisdiction of the courts of
the State of Nevada.
6.6 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the
day and year first above written.
SENATE CAPITAL GROUP INC.
by its authorised signatory:
/s/ XXXXXX XXXXX
______________________________
Signature of Authorised Signatory
XXXXXX XXXXX
______________________________
Name of Authorised Signatory
PRESIDENT
______________________________
Position of Authorised Signatory
CARLETON VENTURES CORP.
by its authorised signatory:
/s/ XXXXXX XXXX
______________________________
Signature of Authorised Signatory
XXXXXX XXXX
______________________________
Name of Authorised Signatory
DIRECTOR
______________________________
Position of Authorised Signatory
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SCHEDULE A
MINERAL CLAIMS DESCRIPTION
BURNER HILLS PROPERTY
SECTIONS 12 AND 13, X00X X00X
XXXX XXXXXX
XXXXX XX XXXXXX
X.X.X.
List of Claims
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Claim Name #
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PEPPER CLAIMS 1-14
(NMC 822713
through
822726)
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