Contract
Exhibit
10.1
THIS
AGREEMENT is dated the _6_th day of April
,2008.
BETWEEN: VANGUARD MINERALS CORPORATION,
a company duly incorporated inthe State of Nevada and having an office at
Two Union Street Square - 000 Xxxxx Xxxxxx 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx
00000
("Vanguard") | |
AND: |
COASTAL URANIUM HOLDINGS LTD.,
a company duly incorporated in theProvince of British Columbia and
having a registered and records office at #2201– 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
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("COASTAL”) |
WHEREAS:
A.
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COASTAL
is party to a mineral property purchase and joint venture agreement (the
“Maxore Agreement”) dated August 2, 2007 between itself and Maxore
Minerals Corp. (“Maxore”) whereby it has the right and option to acquire
an undivided 50% right, title and interest in and to certain mineral
claims in the Athabasca region (the “Property”) as described more
particularly in Schedule “A” attached
hereto.
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B.
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COASTAL
wishes to assign to Vanguard, and Vanguard wishes to acquire, any and all
interest of COASTAL in and to the Maxore Agreement as related to mineral
claim S-110476 only (the “Assigned Properties”) in
consideration of the issuance to COASTAL of 4,000,000 common shares
of Vanguard and cash in amount of CAD$ 250,000.00 payable
to COASTAL or to the third party by COASTAL request in further
consideration of Vanguard assuming all financial obligations (including
obligations to fund the joint venture under the Maxore Agreement) of
COASTAL under the Maxore Agreement.
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C.
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Maxore
has consented, by way of its execution of this Agreement below, to the
assignment of COASTAL’s interest in and to the Maxore Agreement to
Vanguard.
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NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the mutual covenants and provisos
herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. | COASTAL’S REPRESENTATIONS | |
1.1 | COASTAL represents and warrants to Vanguard that: |
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(a)
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under
the terms of an agreement (the “Maxore Agreement”) dated the 2nd
day of August, 2007, it has the right to acquire, from Maxore Minerals
Corp. (“Maxore”)
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up to a 50% beneficial right, title and interest in and to the Property and holds the right to explore and develop the Property, subject to applicable rules and regulations and the terms of the Maxore Agreement; |
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(b)
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save
and except as concerns its agreements with Vanguard and with Maxore, to
the best of COASTAL’s knowledge, Maxore holds the Property free and clear
of all liens, charges and claims of
others;
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(d)
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the
Property has been, or to the best of the knowledge of COASTAL has been,
duly and validly located and recorded in a good and miner-like manner
pursuant to the laws of the Province of Saskatchewan and the claims are in
good standing in the Province of Saskatchewan as of the date of this
Agreement;
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(e)
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COASTAL
is duly incorporated under the laws of its incorporating jurisdiction and
is a valid and subsisting company in good standing under those
laws;
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(f)
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COASTAL
has, provided that Maxore consents, the right to transfer, convey, option
and assign its interest in the Assigned Properties and in the Maxore
Agreement to Vanguard as contemplated in this
Agreement;
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(g)
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there
are no adverse claims or challenges against or to COASTAL’s interest in
the Property and the Maxore Agreement, nor to the knowledge of COASTAL is
there any basis therefor, and to COASTAL’s knowledge, there are no
outstanding agreements or options to acquire or purchase the Property or
any portion thereof other than the Maxore Agreement and an agreement
between Maxore and Vanguard executed concurrently therewith (and after
amended);
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(h)
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COASTAL
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 COASTAL is a party or to which it is
subject; and
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(i)
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no
proceedings are pending, and COASTAL is unaware of any basis for, the
institution of any proceedings which could lead to the placing of COASTAL
in bankruptcy or insolvency, or in any position similar to bankruptcy,
such that any person could claim an interest in and to the Property from
Vanguard notwithstanding that Vanguard is at arm’s length with COASTAL and
is entering into this Agreement for good and valuable
consideration.
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1.2
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The
representations and warranties of COASTAL set out in paragraph 1.1 above
form a part of this Agreement and are conditions upon which Vanguard has
relied in entering into this Agreement and shall survive the acquisition
of any interest in the Property by Vanguard.
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1.3 | COASTAL will indemnify Vanguard from all loss, damage, costs, actions and suits arisingout of or in connection with any breach of any representation, warranty, covenant,agreement or condition made by COASTAL and contained in this Agreement including, without limiting the generality of the foregoing, against any and all loss, damage, costs, actions and suits which may be brought as a result of any shareholder actions on the part of COASTAL’s shareholders. In lieu of any monetary indemnification, Vanguard may claim from COASTAL indemnification in the form of repayment, sale or transfer to it of some or all of the Vanguard Shares (as that term is defined in section 4.1 below). |
2. | VANGUARD'S REPRESENTATIONS |
2.1 | Vanguard warrants and represents to COASTAL that it is a body corporate, dulyincorporatedunder the laws of the State of Nevada with full power and absolute capacityto enter into this Agreement and that the terms of this Agreement have been or will be authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof. |
3. | ASSIGNMENT OF OPTION |
3.1 | COASTAL hereby assigns to Vanguard its sole and exclusive beneficial right and option(the "Option") to acquire a 50% undivided beneficial right, title and interest in and totheAssigned Properties which Option is granted under, and subject to, the terms of the Maxore Agreement. |
4. | ASSIGNMENT PRICE |
4.1 | Vanguard shall pay for the assignment of the Option by issuing to COASTAL a total of4,000,000 common shares (the “Vanguard Shares”) and cash in amount of CAD $250,000.00payable to COASTAL or to the third party by COASTAL request in further consideration of Vanguard and by assuming all of the obligations of COASTAL under the Maxore Agreement, including the obligation to make payments to Maxore as operator of the Property. |
5. | CONDITION PRECEDENT |
5.1 | This Agreement is expressly subject to the consent of Maxore to its terms. |
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6. | RIGHT TO ABANDON PROPERTY INTERESTS |
6.1 | Nothing in this Agreement shall require Vanguard to continue payments to Maxore underthe terms of the Maxore Agreement. |
6.2 | In the event that Vanguard decides to abandon work on the Property interests and wishes tocease payments to Maxore under the terms of the Maxore Agreement, it may do so on sixty(60) days’ notice to both COASTAL and Maxore and, upon expiry of the sixty (60) day notice period, Vanguard shall be deemed to have surrendered, transferred and assigned back to COASTAL all interest in the Assigned Properties. |
6.3 | Upon abandonment in section 6.2 hereof, Vanguard agrees that it shall have no right toclaim back the Vanguard Shares but that the Vanguard Shares are the property ofCOASTAL regardless of Vanguard's decision to continue with or abandon the Property interests. |
7. | FURTHER ASSURANCES |
7.1 | The parties hereto agree to do or cause to be done all acts or things reasonably necessary toimplement and carry into effect the provisions and intent of this Agreement including,without limiting the generality of the foregoing, obtaining consent resolutions, or minutes, of their respective boards of directors consenting and approving of this Agreement. |
8. | FORCE MAJEURE |
8.1 | If either of the parties hereto is prevented from or delayed in complying with any provisionsof thisAgreement by reasons of strikes, labour disputes, lockouts, labour shortages, powershortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond their control, the time limited for the performance ofvarious provisions of this Agreement as set out above shall be extended by a period of timeequal in length to the period of such prevention and delay, and they, insofar as is possible, shall promptly give written notice the other party of the particulars of the reasons for any prevention or delay under this paragraph, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice as soon as such cause ceases to exist. |
9. | ENTIRE AGREEMENT |
9.1 | Save and except the Maxore Agreement, by which the parties agree to be bound, thisAgreement constitutes the entire agreement to date between the parties hereto and supersedesevery previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of this Agreement. |
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10. | NOTICE |
10.1 | Any notice required to be given under this Agreement shall be deemed to be well andsufficiently given if delivered, or if mailed by registered mail, in the case of eitheraddressed to them as follows: |
Vanguard
Minerals Corporation
Two Union
Street Square
000 Xxxxx
Xxxxxx 00xx Xxxxx,
Xxxxxxx,
Xxxxxxxxxx 00000
Fax:
____________________
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and in the case of COASTAL addressed as follows: | |
Coastal
Uranium Holdings Ltd.
#2201 –
0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
Xxxxxx X0X
0X0
Fax:
______________________
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and any notice given shall be deemed to have been given, if delivered, when delivered, or ifmailed by registered mail, on the fourth business day after the date of mailing thereof. | |
10.2 | Either party hereto may from time to time by notice in writing change its address for thepurpose of this paragraph. |
11. | TIME OF ESSENCE |
11.1 | Time shall be of the essence of this Agreement. |
12. | CURRENCY |
12.1 | All funds referred to under the terms of this Agreement shall be funds designated in thelawful currency of the United States of America. |
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13. | APPLICABLE LAW |
13.1 | Except as applies to the mineral claims laws of the Province of Saskatchewan, thisAgreement shall be governed by the laws of the Province of British Columbia and theparties hereto agree to attorn to the courts thereof. |
13.2 | It is an express condition of this Agreement that any dispute of its terms be brought in thecourts of the Province of British Columbia. |
14. | ARBITRATION |
14.1 | In the event of a dispute between the parties regarding any provision of this Agreement,the parties hereto agree to submit the dispute to binding arbitration under the terms of theCommercial Arbitration Act of the revised statutes of the Province of British Columbia [R.S.B.C. 1996 Chapter 55] or its successor. |
15. | ENUREMENT |
15.1 | This Agreement shall enure to the benefit of and be binding upon the parties hereto andtheir respective successors and assigns. |
16. | COUNTERPARTS |
16.1 | This Agreement may be executed in any number of counterparts, each of which whendelivered, either in original or facsimile form, shall be deemed to be an original and all ofwhich together shall constitute one and the same document. |
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IN WITNESS
WHEREOF the parties hereto
have executed these presents as of the date first above written.
__________________________________________
VANGUARD
MINERALS CORPORATION
__________________________________________
COASTAL
URANIUM HOLDINGS LTD.
Maxore
Minerals Corp. hereby confirms its consent to this Agreement:
__________________________________________
MAXORE
MINERALS CORP.
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SCHEDULE
"A"
THE
PROPERTY:
LIST
OF MINERAL CLAIMS
Claim Number | Hectares | Region | Geologic Domain |
S-110457 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx |
X-000000 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx |
X-000000 | 0000 | Xxxx Xxxx | Xxxxxx Xxxxx |
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx |
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx |
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx |
X-000000 | 0000 | Xxxxxxxxx Xxxx | Xxxxxxxxx |
X-000000 | 0000 | Xxxxxxx Xxxx | Xxxxxxxx |
X-000000 | 000 | Xxxxxxx Xxxx | Xxxxxxxx |
X-000000 | 0000 | Xxxxxx Xxxx | Xxxxxxxxx |
X-000000 | 0000 | Xxxxxxxxx Xxxx XX | Xxxxxxxxx |
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