ASSET PURCHASE AND SALE AGREEMENT
Exhibit 4.7
ASSET PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is dated the 31st day of October, 2008.
BETWEEN:
TJJ HOLDINGS INC., a British Columbia corporation with a registered and records office at Suite 300 — 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Vendor")
AND:
ARRIS RESOURCES INC., a British Columbia corporation with a registered and records office at Suite 1000 — 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Purchaser")
WHEREAS:
A.
The Vendor is the recorded holder of and holds beneficial interest in and to the Assets (as hereinafter defined and
B.
The Vendor has agreed to sell, assign and transfer to the Purchaser, and the Purchaser has agreed to purchase and accept from the Vendor, all of the Vendor's actual or purported interest in and to the Assets, including without limitation its beneficial interest in and to the Assets
NOW THEREFORE in consideration of the mutual covenants set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties represent, covenant and agree as follows:
ARTICLE 1
DEFINITIONS
1.1
Definitions
In this Agreement:
(a)
"Assets" means the mineral claims registered in the MTO System and listed in Schedule "A" hereto.
(b)
"Closing" means the place, date and time mutually agreed to by the parties to complete the transaction contemplated hereby.
(c)
"Mineral Titles Office" means the Mineral Titles Branch of the British Columbia Ministry of Energy, Mines and Petroleum Resources.
(d)
"MTO System" means the Mineral Titles Online internet-based system for mineral tenure acquisition and title maintenance, maintained by the Mineral Titles Office.
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(e)
"Purchase Price" has the meaning ascribed to such term in Section 2.2 of this Agreement.
ARTICLE 2
PURCHASE AND SALE OF ASSETS AND PURCHASE PRICE
2.1
Purchase and Sale of Assets
The Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and acquires from the Vendor, all of the Vendor's actual, or purported, interest in and to the Assets on the terms and conditions hereinafter set forth.
2.2
Purchase Price
The purchase price payable by the Purchaser to the Vendor for the Assets shall be the aggregate sum of US$250,000 (the "Purchase Price"). The Purchaser shall satisfy payment of the Purchase Price by delivering to the Vendor at Closing a cheque or bank draft payable to "TJJ Holdings Inc." in the aggregate amount of the Purchase Price.
2.3
Additional Documentation
The Vendor will provide at Closing any required notices of transfer, quitclaim deeds or other documentation necessary to complete or evidence the transfer of the Vendor's interest in and to the Assets to the Purchaser.
2.4
Filing of Documentation
On the date of Closing the Purchaser will file all necessary documentation with the Mineral Titles Office, Gold Commissioner's Office or such other governmental office as required, to transfer full beneficial and legal title to the Assets to the Purchaser.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Vendor
The Vendor represents and warrants to the Purchaser that it is the sole beneficial owner of the Assets and that it has the right and authority to sell, transfer and assign to the Purchaser its entire interest in and to the Assets.
ARTICLE 4
GENERAL
4.1
Further Assurances
Each party hereto will, from time to time and at all times hereafter upon request, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.
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4.2
Governing Law
This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
4.3
Successors and Assigns
This Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, executors, administrators, trustees, receivers, successors and assigns.
4.4
Entire Agreement
This Agreement states the entire agreement between the parties hereto with respect to the purchase and sale of the interest of the Vendor in and to the Assets. No amendments shall be made to this Agreement unless in writing, executed by the parties.
4.5
Counterparts
This Agreement may be executed in counterparts and may be delivered by facsimile or email transmission, each of which when executed and delivered by either of the parties to the other shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.
4.6
Headings
The insertion of headings in this Agreement is for convenience of reference only and does not affect the construction or interpretation of the provisions of this Agreement.
4.7
Severability
If one or more provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
TJJ HOLDINGS INC.
By: | /s/ Xxxxxx Xxxxxxx |
Name: | Xxxxxx Xxxxxxx |
Title: | Director |
By: | /s/ Lucky Xxxxx |
Name: | Lucky Xxxxx |
Title: | President |
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Schedule "A"
ASSETS
TENURE NUMBER | TENURE TYPE | CLAIM NAME | OWNER | MAP NUMBER | GOOD TO DATE | XXXXXX | XXXX |
000000 | Mineral | MOLY 1 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 373.857 |
557728 | Mineral | MOLY2 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 259.978 |
558244 | Mineral | MOLY3 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 162.615 |
558245 | Mineral | MOLY4 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 325.107 |
558784 | Mineral | MOLY5 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.399 |
558787 | Mineral | MOLY6 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 259.989 |
558788 | Mineral | MOLY7 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 389.984 |
558789 | Mineral | MOLY8 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 373.631 |
558790 | Mineral | MOLY9 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 389.819 |
558791 | Mineral | MOLY10 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.617 |
558792 | Mineral | MOLY11 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.619 |
558793 | Mineral | MOLY11 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.361 |
558794 | Mineral | MOLY13 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.362 |
558795 | Mineral | MOLY14 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 406.143 |
562965 | Mineral | M1 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 276.459 |
562981 | Mineral | M2 | 218311 (100%) | 104N | 2008/dec/15 | GOOD | 178.927 |
573855 | Mineral | MO 1 | 218311 (100%) | 104N | 2009/j an/16 | GOOD | 113.734 |
583081 | Mineral | MOLY15 | 218311 (100%) | 104N | 2009/apr/29 | GOOD | 292.798 |
583103 | Mineral | MOLY16 | 218311 (100%) | 104N | 2009/apr/29 | GOOD | 243.967 |
583108 | Mineral | MOLY16 | 218311 (100%) | 104N | 2009/apr/29 | GOOD | 243.998 |
583116 | Mineral | TKMOLY | 218311 (100%) | 104N | 2009/apr/29 | GOOD | 390.55 |
586661 | Mineral | TK 2 | 218311 (100%) | 104N | 2009/jun/21 | GOOD | 113.867 |
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