OPTION AGREEMENT
THIS AGREEMENT is made as of 28th of October 2001
BETWEEN:
XXX XXXXXXX, of Xxxxxxx, XX
("Delorme" or the "Optionor")
AND:
DYNAMIC VENTURES LTD., of 000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
XX
("Dynamic" or "Optionee")
WHEREAS:
(A) Delorme is the owner in the Xxxxx Claim, located near Ashihik Lake, Yukon
(B) The Optionor has agreed to grant an exclusive option to the Optionee to
acquire an interest in and to the lands described above, on the terms and
conditions hereinafter set fourth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $1.00
now paid by Dynamic to Delorme (the receipt of which is hereby acknowledged),
the parties agree as follows:
PART 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 For the purposes of this Agreement the following words and phrases shall
have the following meanings, namely:
(a) "Agreement Date" means the date at the top of this Agreement;
(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 lands described in Schedule A hereto. Any reference
herein to any lands compromising the Property includes any mineral claims
or mineral leases or other interests into which such mineral claims 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 of after the date of this Agreement and necessary for the
exploration of the Property;
(f) "Regulatory Approval" means approval to the terms of this Agreement by
any such organization or agency, including the Exchange, having
jurisdiction over the subject matter at this transaction;
PART 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR
2.1 The Optionor represents and warrants to the covenants with the Optionee
that:
(a) it is legally entitles to hold the Property and the Property Rights and
will remain so entitled until the interest of the Optionor in the
Property which is subject to the Option has been duly transferred to the
Optionee as contemplated hereby;
(b) it is, and at the time of each transfer to the Optionee of an interest in
the Property pursuant to the exercise of the Option it will be, the
recorded holder and beneficial owner of the lands and any of the mineral
claims comprising the Property free and clear of all liens, charges and
claims of others, except as noted on Schedule A, and no taxes or rentals
are or will be due in respect of any of the mineral claims;
(c) any mineral claims comprising the Property have been duly and validly
located and recorded pursuant to the laws of the jurisdiction in which
the Property is situate and, except as specified in Schedule A and
accepted by the Optionee, are in good standing with respect to all
filings, fees, taxes, assessments, work commitments or other conditions
on the date hereof and until the dates set opposite the respective names
thereof in Schedule A;
(d) there are no adverse claims or challenges against or to the ownership of
the 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
no outstanding agreements or options to acquire or purchase the Property
or any portion thereof, and no person has any royalty or other interest
whatsoever in production of the mineral claims comprising the Property
other than as set out in Schedule A;
(e) it has bee duly incorporated, amalgamated or continued and validly exists
as a corporation in good standing under the laws of its jurisdiction of
incorporation;
(f) 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 constating
documents of the Optionor or any shareholders' or directors' resolution,
indenture, agreement or other instrument whatsoever to which the Optionor
is party or by which it is bound or to which it or the Property may be
subject;
(g) the Property is not the whole or substantially the whole of the
undertaking of the Optionor;
(h) no proceedings are pending for, and the Optionor is unaware of any basis
for the institution of any proceedings leading to, the dissolution or
winding up of the Optionor or the placing of the Optionor in bankruptcy
or subject to any other laws governing the affairs of insolvent
corporations; and
2.2 The representations and warranties contained in this Part 2 are provided for
the exclusive benefit of the Optionee, and a breach of any one or more
thereof may be waived by the Optionee in whole or in part at any time
without prejudice to their rights in respect of any other Breach of the same
or any other representation or warranty, and the representations and
warranties contained in this section shall survive the execution of this
Agreement and any transfers, assignments, deeds or further documents
respecting the Property.
PART 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DYNAMIC
3.1 Dynamic represents and warrants to and covenants with the Optionor that:
(a) the Optionee has been duly incorporated and validly exits as a
corporation in good standing under the laws of its jurisdiction of
incorporation;
(b) the Optionee is lawfully authorized to hold mineral claims and real
property under the laws of the jurisdiction in which the Property is
situate;
(c) the Optionee 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 constituted a default under, or result in the creation
of any encumbrance under the provisions of the Articles or the constating
documents of the Optionee, respectively, or any shareholders' or
directors' resolution, indenture, agreement or other instrument whatso-
ever to which either is a party or by which they are bound or to
which they or the Property may be subject;
(d) no proceedings are pending for, and the Optionee is not aware of any
basis for the institution of any proceedings leading to, the dissolution
or winding up the Optionee or the placing of the Optionee in bankruptcy
or subject to any other laws governing the affairs of insolvent
corporations;
3.2 The representations and warranties contained in this section 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
of any other presentation or warranty, and the representations and
warranties contained in this section shall survive the execution hereof.
PART 4
GRANT AND EXERCISE OF OPTION
4.1 The Optionor hereby grants to the Optionee the sole and exclusive right and
option to acquire a 100% undivided interest in and to the Property free and
clear of all charges, encumbrances and claims, except for those set out in
Schedule A.
4.2 The Option shall be exercised by:
(a) the payment of $2500 in cash
(b) the issuance of 2,000,000 common shares from treasury of Dynamic at the
deemed issue price of $0.01
PART 5
TRANSFER OF PROPERTY
5.1 The Optionor shall, forthwith after the exercise of the Option pursuant to
this Agreement, 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.
PART 6
TERMINATION OF OPTION BY OPTIONEE
6.1 The Option shall terminate:
(a) upon the exercise thereof pursuant to Section 4.2;
(b) upon the Optionee failing to make the payments which must be made or
issued in exercise of the Option by December 31, 2001; or
(c) at any other time, by the Optionee giving notice of such termination to
the Optionor.
PART 7
CONFIDENTIAL INFORMATION
7.1 No information furnished by Optionee to the Optionor hereunder in respect of
the activities carried out on the Property by the Optionee 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.
PART 8
NOTICES
8.1 Each notice, demand or other communicate 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 part in
writing of a change of address and the new address to which notice shall be
given to it thereafter until further change.
PART 9
GENERAL
9.1 The parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance and do such
further and other acts which may be reasonably necessary or advisable to
carry our fully the intent of this Agreement or to record wherever
appropriate the respective interest from time to time of the parties in the
Property.
9.2 This Agreement shall ensure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
9.3 This Agreement shall be governed by and construed in accordance with the
laws of Alberta and shall be subject to Regulatory Approval, including but
not limited to the approval of all securities regulatory authorities having
jurisdiction.
9.4 Time shall be of the essence in this Agreement.
9.5 Any reference in the Agreement to currency shall be deemed Canadian
currency.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
XXX XXXXXXX
Per: /s/ Xxx Xxxxxxx
DYNAMIC VENTURES LTD.
Per: /s/ G Macdonald
SCHEDULE A
PROPERTY
Legal Description for Property
Guy 1-16MC 19466-YC 19481 - Claim Sheet 115H-7
Encumbrances
NIL
