MINING OPTION AGREEMENT
THIS
AGREEMENT, made as of the 31st of January, 2007
BETWEEN:
W.A.
Xxxxxx(the
“Optionor”)
Of:
00000 - 00X Xxxxxx, Xxxxxx, XX, Xxxxxx X0X 0X0 OF THE FIRST
PART
AND
Bold
View Resources, Inc.
a
company duly incorporated pursuant to the laws of the State of Nevada, and
having as office at
_______________________________________
(the “Optionee”)
OF
THE SECOND PART
WHEREAS:
A.
The Optionor is the owner of certain mineral claims located in the
New
Westminster Mining District of British Columbia
(the “ CUPRO”
claims
or the “Property”);
B.
The Optionor has agreed to grant an exclusive option to the Optionee to acquire
an interest in and to the Property, on the terms and conditions hereinafter
set
forth;
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00
now paid by the Optionee to the Optionor (the receipt of which is hereby
acknowledged), the parties agree as follows:
1.
DEFINITIONS
For
the
purposes of this Agreement the following words and phrases shall have the
following meanings, namely:
(a) |
“Exploration
Expenditures” means the sum of:
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(i) all costs of acquisition and maintenance of the Property, all expenditures on the exploration and development of the Property, and all other costs and expenses of whatsoever kind or nature, including those of a capital nature, incurred or chargeable by the Optionee with respect to the exploration of the Property, and |
(ii) as compensation for general overhead expenses which the Optionee may incur, an amount equal to 10% of all amounts included in subparagraph (i) in each year but only 5% of such amounts when paid by the Optionee under any Contract-involving payments by it in excess of $100,000 in one year; |
(b) | “Option” means the option to acquire a 100% undivided interest in and to the Property as provided in this Agreement; |
(c) | “Option Period” means the period from the date of this Agreement to and including the date of exercise or termination of the Option; |
(d) | “Property” means the mineral claims described in Schedule “A” hereto including any replacement or successor claims, and all mining leases and other mining interests derived from any such claims. Any reference herein to any mineral claim comprising the Property includes any mineral lease or other interests into which such mineral claim may have been converted; |
(e) | “Property rights” means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property; |
(f) | “Purchase Price” means all cash payments, and Exploration Expenditures referred to in subsection 2.2 (a) and (b); and; |
(g) | “Royalty” means the amount of royalty from time to time payable to the Optionor hereunder pursuant to section 11. |
2.
GRANT
AND EXERCISE OF OPTION
2.1 The
Optionor grants to the Optionee the exclusive right and option, to acquire
a
100% undivided interest in the Property free and clear of all charges,
encumbrances and claims, save and except for those set out herein.
2.2 The
Option shall be exercised by the Optionee:
(a) | (i) paying to the Optionor Cdn$7,500 forthwith on or before January 31, 2007; |
(ii) paying to the Optionor an additional Cdn$15,000 on or before December 31, 2008; |
(iii) paying to the Optionor an additional Cdn$25,000
on
or before December
31, 2009.
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(b) | (I) incurring Exploration Expenditures of Cdn$_10,000__. on the Property on or before December 31, 2007, or if weather does not allow reasonable access to the property at that time, the work to be completed at such other time as agreed by the parties; |
(ii) incurring additional Exploration Expenditures of Cdn$_50,000__ on the Property on or before December 31, 2008; |
(iii) incurring additional Exploration Expenditures of Cdn$_100,000_ on the Property on or before December 31, 2009 |
The Option shall be deemed to be exercised upon the Optionee making all payments and incurring all Exploration Expenditures in accordance with this Paragraph 2.2 (a) and (b). |
2.3 On
or before October 31 of each subsequent year and for as long as the Optionor
retains a Royalty
in the Property either the Optionee or the Owner, as the case may be, shall
incur Cdn$250,000 in Exploration Expenditures on the Property.
2.4 In
the event that the Optionee or the Owner, as the case may be, in any of the
above periods incurs
more than the specified sum of Exploration Expenditures, the excess shall be
carried forward and applied to the Exploration Expenditures to be incurred
in
succeeding periods.
2.5 In
the event that the Optionee or the Owner, as the case may be, in any of the
above periods incurs
less than the specified sum of Exploration Expenditures, it may pay to the
Optionor the difference between the amount it actually spent and the specified
sum in full satisfaction of the Exploration Expenditures to be
incurred.
2.6 The
Optionee will not be bound to make any payment under subsection 2.2, other
than
the cash payment
under Paragraph 2.2 (a) (I), but the Option will terminate and either the
Optionee or the Owner, as the case may be, will forfeit all previous payments
if
any payment or Exploration Expenditure is not made in accordance with
subsections 2.2 and 2.3.
3.
CONDITIONS
The
obligations of both parties are contained in this Agreement.
4.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR
4.1
The
Optionor represents and warrants to the Optionee that:
(a) | he is, under the laws of Nevada legally entitled to hold the Property and all mineral claims comprised therein, and all Property Rights held by him and will remain so entitled until all interests of the Optionor in the Property (other than Royalty) have been duly transferred to the Optionee as contemplated hereby; |
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(b) | he is, and at the time of each transfer to the Optionee of mineral claims composing the Property pursuant to the exercise of the Option he will be, the recorded holder and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges, and encumbrances, and no taxes or rentals are due in respect of any thereof; |
(c) | the mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the "Mines Act" of British Columbia and, except as specified in Schedule “A” hereto and accepted by the Optionee, are in good standing in the office of the Mining Recorder on the date hereof and until the dates set opposite the respective names thereof in Schedule “A” hereto; |
(d) |
there
is no adverse claim or challenge against or to the ownership of or
title
to any of the mineral claims comprising the Property, nor to the knowledge
of the Optionor is there any basis therefore, and there are n o
outstanding agreements or options to acquire or purchase the Property
or
any portion thereof, and no person, firm, or corporation has any
proprietary, possessory, royalty or other interest whatsoever in
production from any of the mineral claims comprising the
Property;
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(e) |
there
are no pending or threatened actions, suits, claims, disputes, or
proceedings regarding the Property nor is he aware if the basis for
any.
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4.2 The
representations and warranties contained in this section are provided for the
exclusive benefit of the Optionee, and a breach of any one of more thereof
may
be waived by the Optionee in whole or in part at any time without prejudice
to
its rights in respect of any other breach of the same or any other
representation or warranty, and the representation and warranties contained
in
this section shall survive the execution of this Agreement and of any transfers,
assignments, deeds or further documents respecting the Property.
5.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE
5.1 The
Optionee represents and warrants to the Optionor that:
(a) |
it
has been duly incorporated, amalgamated or continued and validly exists
as
a corporation in good standing under the laws of its jurisdiction of
incorporation, amalgamation or
continuation;
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(b) |
it
is lawfully authorized to hold mineral claims and real property under
the
law of the jurisdiction in which the Property is
situate;
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(c) |
it
has duly obtained all corporate authorizations for the execution of
this
Agreement and for
the performance of this Agreement by it, and the consummation of the
transactions 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 the Articles or the constituting documents
of the
Optionee
or any shareholders’ or directors’ resolution, indenture, agreement or
other instrument
whatsoever to which the Optionee is a party or by which it is bound
or to
which it
or the Property may be subject;
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(d) |
no
proceedings are pending for, and the Optionee is unaware of any basis
for
the institution of any proceedings leading to, the dissolution or winding
up of the Optionee or the placing of the Optionee in bankruptcy or
subject
to any other laws governing the affairs of insolvent
corporations;
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5.2
The
representations and warranties contained in this section 5 are provided for
the
exclusive benefit of the Optionor and a breach of any one or more thereof may
be
waived by the Optionor in whole or in part at any time without prejudice to
its
rights in respect of any other breach of the same or any other representations
warranty; and the representations and warranties contained in this section
shall
survive the execution hereof.
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6.
EXERCISE OF OPTION
6.1
The
Optionee may at any time after it has paid the Purchase Price, exercise the
Option by delivering a written notice to the Optionor, provided always that
nothing herein shall oblige the Optionee to give such notice.
6.2
If
and when the Option has been exercised, a 100% undivided right and interest
in
and to the Property shall vest in the Optionee free and clear of all charges,
encumbrances and claims, save and except for the obligations of the Optionee
under sections 9, 11, and 14.
7.
TRANSFER OF PROPERTY
As
long
as the Optionor holds a Royalty Interest, the Optionor shall retain title
documents to he Property. If the Optionor sells all of the Optionor’s Royalty
Interest, the Optionor shall forthwith deliver to the Optionee duly executed
transfers of the appropriate interest in the Property, which shall have been
acquired by the Optionee upon exercise of the Option.
8.
RIGHT OF ENTRY
Throughout
the Option Period the directors and officers of the Optionee and its servants,
agents and independent contractors, shall have the sole and exclusive right
in
respect of exploration and development of the Property to:
(a) |
enter
thereon;
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(b) | have exclusive and quiet possession thereof; |
(c) |
do
such prospecting, exploration, development and other mining work thereon
and thereunder
as the Optionee in its sole discretion may determine
advisable;
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(d) |
bring
upon and erect upon the Property such buildings, plant, machinery and
equipment as the Optionee may deem advisable;
and
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(e) |
remove
therefrom and dispose of reasonable quantities of ores, minerals and
metals for the
purposes of obtaining assays or making other
tests.
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9. OBLIGATIONS
OF THE OPTIONEE DURING OPTION PERIOD
During
the Option Period the Optionee shall:
(a) |
maintain
in good standing those mineral claims comprising the Property that
are in
good standing on the date hereof by the doing and filing of assessment
work or the making of payments in lieu thereof, by the payment of taxes
and rentals, and the performance of other actions which may be necessary
in that regard and in order to keep such mineral claims free and clear
of
all liens and other charges arising from the Optionee’s activities thereon
except those at the time contested in good faith by the
Optionee;
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(b) |
permit
the directors, officers, employees and designated consultants of the
Optionor, at their own risk and expense, access to the Property at
all
reasonable times, and the Optionor agrees to indemnify the Optionee
against and to save it harmless from all costs, claims, liabilities
and
expenses that the Optionee may incur or suffer as a result of any injury
(including injury causing death) to any director, officer, employee
or
designated consultant of the Optionor while on the Property;
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(c) |
do
all work on the Property in a good and workmanlike fashion and in
accordance with all applicable laws, regulations, orders and ordinances
of
any governmental authority;
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(d) |
indemnify
and save the Optionor harmless in respect of all costs, claims,
liabilities and expenses arising out of the Optionee’s activities on the
Property, but the Optionee shall incur no obligation hereunder in
respect
of claims arising or damages suffered after termination of the Option
if
upon termination of the Option any workings on or improvements to
the
Property made by the Optionee are left in a safe
condition;
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(e) |
permit
the Optionor, at its own expense, reasonable access to the results
of the
work done on the Property during the last completed calendar
year;
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(f) |
deliver
to the Optionor, forthwith upon receipt thereof, copies of all reports,
maps, assay results and other technical data compiled by or prepared
at
the direction of the Optionee with respect to the
property.
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10. TERMINATION
OF OPTION BY OPTIONEE
10.1 If
the Option is terminated otherwise than upon the exercise thereof pursuant
to
section 6, the Optionee
shall:
(a) |
leave
in good standing for a period of at least 12 months from the termination
of the Option Period those mineral claims comprising the Property
that are
on good standing on the date hereof and any other mineral claims
comprised
in the Property that the Optionee brings into good standing after
the date
hereof;
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(b) | deliver or make available at no cost to the Optionor within 90 days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of the Optionee with respect to the Property and not theretofore furnished to the Optionor. |
10.2 Notwithstanding
the termination of the Option, the Optionee shall have the right, within a
period of 180 days following the end of the Option Period, to remove from the
Property all buildings, plant, equipment, machinery, tools, appliances and
supplies which have been brought upon the Property by or on behalf of the
Optionee, and any such property not removed within such 180 day period shall
thereafter become the property of the Optionor.
11.
ROYALTY
11.1 The
Optionor reserves for itself and the Optionee grants to the Optionor a 2% Net
Smelter Returns royalty (the Royalty), calculated as described below, to be
paid
quarterly.
11.2 The
Royalty will be calculated by deducting from the gross proceeds received from
any mint, smelter, or other purchaser for the sale of ores, concentrates, or
mineral products produced from the Property, the following charges and expenses
directly or indirectly incurred:
(a) |
sales,
use, gross receipts, severance, and other taxes, if any, payable with
respect to severance, production, removal, sale, or disposition of
minerals from the Property, but excluding any taxes on net
income;
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(b) |
charges
and costs, if any, for transportation from the mine or mill to places
where the minerals from the Property are smelted, refined, or sold;
and
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(c) |
charges,
costs (including assaying and sampling costs related to smelting and
refining), and all penalties, if any, for smelting and
refining.
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12. TRANSFERS
12.1
The
Optionee may at any time either during the Option Period or thereafter, sell,
transfer, or otherwise dispose of all or any portion of its interest in and
to
the Property and this Agreement provided that any purchaser, grantee
or
transferee
of any such interest shall have first delivered to the Optionor its agreement
relating to this Agreement and to the Property, containing:
(a) |
a
covenant by such transferee to perform all the obligations of the Optionee
to be performed
under this agreement in respect of the interest to be acquired by it
from
the Optionee
to the same extent as if this Agreement had been originally executed
by
the Optionee
and such purchaser, grantee or transferee as joint and several obligors
making joint
and several covenants; and
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(b) | a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this paragraph (a). |
12.2 No
assignment by the Optionee of any interest less than its entire interest in
this
Agreement and in the Property shall, as between the Optionee and the Optionor,
discharge it from any of its obligations
hereunder, but upon the transfer by the Optionee of the entire interest at
the
time held by it in this Agreement, (whether to one or more transferees and
whether in one or in a number of successive transfers), the Optionee shall
be
deemed to be discharged from all obligations hereunder save and except for
the
fulfillment of contractual commitments accrued due prior to the date on which
the Optionee shall have no further interest in this Agreement.
12.3
If
the Optionor should receive a bona fide offer from an independent third party
(the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase
all or a part of its interest in the Property, which offer the
Optionor
desires to accept, or if the Optionor intends to sell all or a part of its
interest in the Property:
(a) |
The
Optionor shall first offer (the “Offer”) such interest in writing to the
Optionee upon terms
no less favorable than offered by the proposed Purchaser or intended
to be
offered by
the Optionor, as the case may be.
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(b) | The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Optionor, disclose the person or persons to whom the Optionor intends to offer its interest and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Optionor otherwise that in cash, the offer shall include the Optionor’s good faith estimate of the cash equivalent of the non-cash consideration. |
(c) | If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. |
(d) |
If
the Optionee fails to notify the Optionor before the expiration of
the
time limit that it will purchase the interest offered, the Optionor
may
sell and transfer such interest to the Proposed Purchaser at the price
and
on the terms and conditions specified in the Offer for a period of
60
days, but the terms of this paragraph shall again apply to such interest
if the sale to the Proposed Purchaser is not completed within such
60
days.
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(e) |
Any
sale hereunder shall be conditional upon the Proposed Purchaser delivering
a written undertaking to the Optionee, in form and substance satisfactory
to its counsel, to be bound by the terms and conditions of this
Agreement.
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13.
SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENT
The
Optionee may at any time during the Option Period elect to abandon any one
or
more of the mineral claims comprised in the Property by giving notice to the
Optionor of such intention. Any claims so abandoned shall be in good standing
under the Mineral
Tenure Act (British
Columbia) for at least seven years from the date of abandonment. Upon any such
abandonment, the mineral claims so abandoned shall for all purposes of this
Agreement cease to form part of the Property.
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14.
FORCE
MAJEURE
14.1
If
the Optionee is at any time either during the Option Period or thereafter
prevented or delayed in complying with any provision of this Agreement by reason
of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires,
wars, acts of God, governmental regulations restricting normal operations,
shipping delays or any other reason or reasons, other than lack of funds, beyond
the control of the Optionee, the time limited for the performance by the
Optionee of its obligations hereunder shall be extended by a period of time
equal in length to the period of each such prevention or delay, but nothing
herein shall discharge the Optionee from its obligations hereunder Paragraph
11,
and to maintain the Property in good standing.
14.2
The
Optionee shall give prompt notice to the Optionor of each event of force majeure
and upon cessation of such event shall furnish to the Optionor with notice
to
that effect together with particulars of the number of days by which the
obligations of the Optionee hereunder have been extended by virtue of such
event
of force majeure and all preceding events of force majeure.
15.
CONFIDENTAL INFORMATION
No
information furnished by the Optionee to the Optionor hereunder in respect
of
the activities carried out on the Property by the Optionee, or related to the
sale of minerals, ore, bullion or other product derived from the Property,
shall
be published or disclosed by the Optionor without the prior written consent
of
the Optionee, but such consent in respect of the reporting of factual data
shall
not be unreasonably withheld, and shall not be withheld in respect of
information required to be publicly disclosed pursuant to applicable securities
or corporation laws, regulations or policies.
16.
ARBITRATION
All
questions or matters in dispute under this Agreement shall be submitted to
arbitration pursuant to the terms hereof.
(a) | It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than 10 days’ prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such 10 days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in paragraph (c) |
(b) |
The
party desiring arbitration shall appoint one arbitrator, and shall
notify
the other party of such appointment, and the other party shall, within
15
days after receiving such notice, either consent to the appointment
of
such arbitrator which shall then carry out the arbitration or appoint
an
arbitrator, and the two arbitrators so named, before proceeding to
act,
shall, within 30 days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator to act with
them and be chairman of the arbitration herein provided for. If the
other
party shall fail to appoint an arbitrator within 15days after receiving
notice of the appointment of the first arbitrator, the first arbitrator
shall be the only arbitrator. If the two arbitrators appointed by the
parties shall be unable to agree on the appointment of the chairman,
the
chairman shall be appointed under the provisions of the
Commercial Arbitration Act
of
British Columbia. Except as specifically otherwise provided in this
section, the arbitration herein provided for shall be conducted in
accordance with such Act. The chairman, or in the case where only one
arbitrator is appointed, the single arbitrator, shall fix a time and
place
in Vancouver, British Columbia, for the purpose of hearing the evidence
and representations of the parties, and he shall preside over the
arbitration and determine all questions and procedure not provided
for
under such Act or this section. After hearing any evidence and
representations that the parties may submit, the single arbitrator,
or the
arbitrators, as the case may be, shall make an award and reduce the
same
to writing, and deliver one copy thereof to each of the parties. The
expense of the arbitration shall be paid as specified in the
award.
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(c) |
The
parties agree that the award of a majority of the arbitrators, or in
the
case of a single Arbitrator, of such arbitrator, shall be final and
binding upon each of them.
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17.
DEFAULT AND TERMINATION
17.1
Notwithstanding section 2, if at any time during the Option Period the Optionee
fails to perform any obligation required to be performed hereunder or is in
breach of a warranty given herein, which failure or breach materially interferes
with the implementation of this Agreement, the Optionor may terminate this
Agreement, but only if:
(a) |
it
shall have first given to the Optionee a notice of default containing
particulars of the obligation which the Optionee has not performed,
or the
warranty breached; and
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(b) |
the
Optionee has not, within 45 days following delivery of such notice
of
default, cured such default or commenced proceedings to cure such default
by appropriate payment or performance, the Optionee hereby agreeing
that
should it so commence to cure any default it will prosecute the same
to
completion without undue delay.
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17.2
Should the Optionee fail to comply with the provision of subparagraph (b),
the
Optionor may thereafter terminate this Agreement by giving notice thereof to
the
Optionee.
18.
NOTICES
Each
notice, demand or other communication required or permitted to be given under
this Agreement
shall be in writing and shall be delivered, telegraphed or telecopied to such
party at the address for such party specified above. The date of receipt of
such
notice, demand or other communication shall be the date of delivery thereof
if
delivered or telegraphed or, if given by telecopier, shall be deemed
conclusively to be the next business day. Either party may at any time and
from
time to time notify the other party in writing of a change of address and the
new address to which notice shall be given to it thereafter until further
change.
19.
GENERAL
19.1 This
Agreement constitutes the entire agreement between the parties and supersedes
and replaces any other prior agreement or arrangement, whether oral or written,
heretofore existing between the parties in respect of the subject matter of
this
Agreement.
19.2 No
consent or waiver expressed or implied by either party in respect of any breach
or default by the other in the performance by such other of its obligations
hereunder shall be deemed or construed to be consent to or a waiver of any
other
breach or default.
19.3
The
parties shall promptly execute or cause to be executed all documents, deeds,
conveyances and other instruments or further assurance and do such further
and
other acts which may be reasonably necessary or advisably to carry out fully
the
intent of this Agreement or to record wherever appropriate the respective
interests from time to time of the parties in the Property.
19.4
This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns.
19.5
This
Agreement shall be governed by and construed in accordance with the laws of
British Columbia.
19.6
Time
shall be of the essence in this Agreement.
19.7
Wherever the neuter and singular is used in this Agreement it shall be deemed
to
include the plural, masculine and feminine, as the case may be.
19.8
Any
reference in this Agreement to currency shall be deemed to be United States
of
America dollars.
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IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED | ) |
BY W.A. Xxxxxx | ) |
in the presence of: | ) |
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)
)
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Signature | ) |
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)
)
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Name | ) |
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)
)
|
Address
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) |
SIGNED, SEALED AND DELIVERED | ) |
BY THE AUTHORIZED SIGNATORIES | ) |
OF: Bold View Resources, Inc. | ) |
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)
)
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Xxxxxxx Xxxxx - President | ) |