================================================================================
Exhibit 10.1
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 18, 2006.
BETWEEN:
690047 B.C. LTD., having its office located at 000-00 Xxxxx
Xxxxxx, Xxxxxxxxx X.X. X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
DENIA ENTERPRISES INC., a company incorporated pursuant to
the laws of Nevada with its registered office at 0000
X Xxxxxx Xx. Xxx 000, Xxxxxx Xxxx, Xxxxxx, 00000;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the registered and beneficial owner of three
mineral claims located in the Nicola Mining Division, British Columbia at
latitude 49(0)43'N and longitude 121(0)3'W, which claims are more particularly
described in Schedule "A" attached hereto which forms a material part hereof
(collectively, the "Claims");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase a
100% right, interest and title in and to the Claims upon the terms and
conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrant to the Purchaser that:
(a) The Vendor is the registered and beneficial owners of the Claims and
collectively holds the right to transfer title to the Claims and to explore
and develop the Claims;
(b) The Vendor holds the Claims free and clear of all liens, charges and claims
of others, and the Vendors have a free and unimpeded right of access to the
Claims and have use of the Claims surface for the herein purposes;
(c) The Claims have been duly and validly located and recorded in a good and
miner-like manner pursuant to the laws of British Columbia and are in good
standing in British Columbia as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to the Vendor's
ownership of or title to any of the Claims nor to the knowledge of the
Vendor is there any basis therefor, and there are no outstanding agreements
or options to acquire or purchase the Claims or any portion thereof;
(e) The Vendor has the full right, authority and capacity to enter into this
Agreement without first obtaining the consent of any other person or body
corporate and the consummation of the transaction herein contemplated will
not conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation of
any encumbrance under the provisions of any indenture, agreement or other
instrument whatsoever to which either Vendor is a party or by which they
are bound or to which they are subject; and
(f) No proceedings are pending for, and the Vendor is unaware of any basis for,
the institution of any proceedings which could lead to the placing of
either Vendor in bankruptcy, or in any position similar to bankruptcy.
1.2 The representations and warranties of the Vendor set out in paragraph 1.1
above form a part of this Agreement and are conditions upon which the
Purchaser has relied in entering into this Agreement and shall survive the
acquisition of any interest in the Claims by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.
3. SALE OF CLAIMS
3.1 The Vendor hereby sells, grants and devises to the Purchaser a 100%
undivided right, title and interest in and to the Claims in consideration
of the Purchaser issuing a total of 300,000 shares (the "Shares") of fully
paid, non-assessable common stock to the Vendor.
3.2 The Vendor acknowledges that the Shares are subject to resale restrictions
in accordance with applicable securities laws.
3.3 The Company covenants to the Vendor that if it files a prospectus or
registration statement in any jurisdiction pursuant to which shares of
common stock in the Company's capital will be registered for resale, the
Company shall also register the Shares pursuant to such prospectus or
registration statement as well.
4. CLOSING
The sale and purchase of the interest in the Claims shall be closed at 11:00am
on January 18, 2006 at the offices of the Purchaser, or such other place
and time acceptable to both parties. At closing:
(a) the Vendor shall deliver to the Purchaser a xxxx of sale absolute with
respect to the transfer of a 100% interest in the Claims; and
(b) the Purchaser shall concurrently deliver to the Vendor certificate
representing the Shares that have been duly authorized for issuance.
5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying with any provisions
of this Agreement by reason of strikes, labour disputes, lockouts, labour
shortages, power shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons beyond the control
of the Purchaser, the time limited for the performance of the various provisions
of this Agreement as set out above shall be extended by a period of time equal
in length to the period of such prevention and delay, and the Purchaser, insofar
as is possible, shall promptly give written notice to the Vendor of the
particulars of the reasons for any prevention or delay under this section, and
shall take all reasonable steps to remove the cause of such prevention or delay
and shall give written notice to the Vendor as soon as such cause ceases to
exist.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the parties with respect to the
subject matter of this Agreement.
7. NOTICE
7.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered to the other party at its respective
address first noted above, and any notice given as aforesaid shall be deemed to
have been given, if delivered, when delivered, or if mailed, on the fourth
business day after the date of mailing thereof.
7.2 Either party may from time to time by notice in writing change its address
for the purpose of this paragraph.
8. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party a partner, agent or
legal representative of the other party.
9. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things necessary
to implement and carry into effect the provisions and intent of this Agreement.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. TITLES
The titles to the respective sections hereof shall not be deemed a part of this
Agreement but shall be regarded as having been used for convenience only.
12. CURRENCY
All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of the United States of America.
13. NONSEVERABILITY
This Agreement shall be considered and construed as a single instrument and the
failure to perform any of the terms and conditions in this Agreement shall
constitute a violation or breach of the entire instrument or Agreement and shall
constitute the basis for cancellation or termination.
14. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all purposes
this Agreement will be governed exclusively by and construed and enforced in
accordance with the laws prevailing in the Province of British Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
690047 B.C. LTD. DENIA ENTERPRISES INC.
PER: PER:
------------------------------ ------------------------------
Authorized Signatory Authorized Signatory
SCHEDULE "A"
The Claims referred to in this Agreement consist of three mineral claims
totalling 542.991 hectares. The Claims measure approximately four kilometres
east-west and 2.5 kilometers north-south. The claims are located in the Nicola
Mining Division on map sheet on Map Sheet 92H-11E. The pertinent property
information is as follows:
----------------- --------------------- ------------------ -------------------
Tenure Recorded Holder Mining Number of
Number Division Hectares
----------------- --------------------- ------------------ -------------------
503797 690047 BC Ltd. Nicola 167.077
----------------- --------------------- ------------------ -------------------
504529 690047 BC Ltd. Nicola 229.722
----------------- --------------------- ------------------ -------------------
504532 690047 BC Ltd. Nicola 146.192
----------------- --------------------- ------------------ -------------------
