Kobex Resources Ltd.
Kobex Resources Ltd.
0000-000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 Xxxxxx
Tel: (000) 000-0000 Fax: (000) 000-0000 email: xxxxx@xxxxx.xxx
August 21, 2003
Xx. Xxxxx Xxxxxxxx
0000-000 Xxxx Xxxxxx Xxxxxx
Vancouver, BC
V6C 2T8
Dear Xx. Xxxxxxxx:
This will confirm our agreement to the effect that Kobex Resources Ltd. (“Kobex”) is prepared to offer the following terms in order to earn up to a 60% undivided interest in and to the mineral properties (hereinafter called “the property”) known as the Mor, Caribou Creek and Cabin Lake properties located in south central Yukon.
1.
In order to earn a 50% undivided interest in the property, Kobex must:
a)
Issue 100,000 shares in its capital to Almaden Resources Ltd. (“Almaden”) upon receipt of regulatory approval,
b)
Commit to expend $50,000 in exploration by August 31, 2004,
c)
At Kobex’s option, complete a further $450,000 in exploration work by August 31, 2007 and issue an additional 300,000 shares in it’s capital to Almaden as follows:
i)
100,000 shares on or before August 31, 2005;
ii)
100,000 shares on or before August 31, 2006;
iii)
100,000 shares on or before August 31, 2007.
2.
Upon Kobex’s fulfillment of all of the provisions under paragraph 1 hereof, Kobex shall be deemed to have earned a 50% undivided interest in the property.
3.
Provided Kobex has earned a 50% interest in the property under the terms hereof, Kobex is hereby granted 90 days commencing from date of vestiture in which to accept a further option to earn an additional 10% interest in the property by expending a further $500,000 on or before August 31, 2008 and the issuance of 100,000 shares of its capital.
4.
At any time after Kobex has earned it’s 50% undivided interest in the property or 60% as provided for under the terms of paragraphs 2 and 3 hereof, both parties shall enter into a joint venture agreement and thereafter contribute funding in accordance to their respective interests.
5.
Up to the date Kobex has earned it’s interest under the terms hereof, Kobex must pay all taxes and complete all assessment work requirements. If Kobex relinquishes it’s interest to any of the claims, such claims must be returned to Almaden in good standing for at least 90 days.
6.
At the commencement of commercial production, Kobex must issue an additional 500,000 shares in it’s capital to Almaden.
7.
As between the parties hereto, Kobex shall be the operator during the earn-in period and will remain the operator after it has earned it’s interest under the terms hereof. If Kobex’s interest falls below 50% then Xxxxxxx can request a change of operator. When Kobex becomes vested in the properties, the operator may charge a management fee not to exceed 7% on all expenditures during the exploration and development phase and 3% on all expenditures for construction and operations.
8.
Any additional mineral property/properties acquired by either party hereto, whether by lease, purchase or otherwise, which is located one (1) kilometer distant from any point of the outside perimeter of the subject property such additional mineral property/properties shall form part of the property and become subject to the terms of this agreement.
9.
Once Kobex has fulfilled its obligations under the provision of paragraph 1 hereof, this option shall be deemed to have been exercised.
10.
Once the parties have entered into a joint venture agreement, any party failing to participate by not providing its respective share of expenditures, such non contributing party shall be diluted based on a formula under the terms of which once either party has been diluted below 15%, the interest of the diluted party will be replaced by a 2% NSR.
11.
This Agreement shall be subject to the approval and the acceptance of the subject property as a “Property of Merit” by the TSX Venture Exchange.
If the terms as set out in the foregoing are acceptable to you please signify your acceptance thereof in the space provided below and return a copy to Kobex’s Vancouver offices.
KOBEX RESOURCES LTD.
“Xxxx Xxxxxxxxx”
Per:
Xxxx Xxxxxxxxx, President
ACCEPTED AND AGREED to this 21 day of August, 2003
“Xxxxx Xxxxxxxx”
Per:
Xxxxx Xxxxxxxx, President
APPENDIX “A”
List of Claims and Claim Status Comprising the
Mor, Caribou Creek, and Cabin Lake Properties
Xxxxxx Lake Mining Division, Yukon
Claim Name and No. | Grant Number | Expiry Date |
MOR | ||
MOR 1 – 4 | YB89971 - YB89974 | 2012/04/29 |
MOR 5 - 8 | YB91626 - YB91629 | 2009/04/29 |
MOR 9 – 12 | YB91820 - YB91823 | 2009/04/29 |
MOR 13 – 52 | YB92029 - YB92068 | 2010/04/29 |
CARIBOU CREEK | ||
CC 7 – 30 | YB89118 - YB89141 | 2010/04/14 |
CC 31 – 44 | YB89977 - YB89990 | 2010/04/14 |
CC 45 – 54 | YB91616 - YB91625 | 2005/09/14 |
CABIN LAKE | ||
C.L. 1 | YB89142 | 2004/04/14 |
C.L. 3 | YB89144 | 2004/04/14 |
C.L. 5 | YB89146 | 2004/04/14 |
C.L. 7 | YB89148 | 2004/04/14 |
C.L. 9 | YB89150 | 2004/04/14 |
C.L. 11 | YB89152 | 2004/04/14 |
C.L. 13 | YB89154 | 2004/04/14 |
C.L. 17 – 23 | YB89158 – YB89164 | 2004/04/14 |
C.L. 25 – 45 | YB89165 – YB89185 | 2004/04/14 |
C.L. 49 –100 | YB89216 – YB89267 | 2004/04/14 |
C.L. 101 – 120 | YB89643 – YB89662 | 2004/04/14 |
