MINING EXPLORATION AND OPTION AGREEMENT
THIS MINING EXPLORATION AND OPTION
AGREEMENT, hereinafter referred to as
"Agreement," made and entered into by and
between Xxxxxxx X. & Xxxx X. Xxxxxx, 0000
Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, hereinafter
referred to as "Owner," and Gentor Resources,
Inc., a Florida corporation, hereinafter
referred to as "Gentor."
RECITALS
A. Owner represents that it is the
owner of and is in possession, to best of Owners
understanding, of all interests in 6 Unpatented
Mining Claims Gold #1 through Gold #6 owned by
Xxxxxxx X. & Xxxx X. Xxxxxx, including an area
of interest as defined herein, hereinafter
collectively referred to as the "Premises,"
situated in Sections 14 and 15 ofTownship 3
North, Range 6 West, P.M.M , Jefferson County,
State of Montana, more particularly described in
Exhibit "A" attached to this Agreement and
incorporated by reference in this Agreement.
B. Gentor desires to obtain and Owner
is willing to grant a mining lease of the
Premises, together with an exclusive option to
purchase the Premises.
C. Gentor desires to examine the
mineral potential of the Premises and possibly
to develop commercial mines thereon.
NOW THEREFORE, in consideration of
their mutual covenants and agreements herein,
the parties hereby agree as follows:
1. Grant.
1.1 Grant of Exploration Privilege.
Owner hereby grants to Gentor the exclusive
right and privilege to enter upon the Premises
for the purposes of exploration, prospecting and
development, production, removal and sale of all
minerals, mineral substances, metals, ore
bearing materials and rocks of every kind,
including the right of ingress and egress for
personnel, machinery, equipment, supplies and
products and the right to use so much of the
surface and water located thereon as may be
reasonably needed for such purposes as much as
Owner can on Unpatented Mining Claims.
THIS AGREEMENT IS SUBJECT TO ARBITRATION
Section27-5-114 MCA
1.2 Grant of Mineral Rights. Owner
hereby grants, leases and demises the Premises,
and warrants peaceable enjoyment of the Premises
pursuant to the warranties contained herein,
unto Gentor, its successors and assigns, for the
term and for the purposes hereinafter provided
as much as Owner can on Unpatented Mining
Claims. The term "Premises" as used herein
includes all of the right, title and interest of
Owner in the Unpatented Mining Claims described
herein.
1.3 Grant Purposes. The purposes of
this Agreement are to grant to Gentor, its
successors and assigns, the exclusive right to
enter into and upon the Premises and each and
every part thereof, so long as this Agreement
remains in effect, and to explore for, develop,
mine, remove, xxxxx in place, treat, produce,
ship and sell, for its own account, all ores and
minerals which are or may be found therein or
thereon.
1.5 Water Rights. Gentor shall have
the right, subject to the regulations of the
State of Montana concerning the appropriation
and taking of water, to drill xxxxx for the
water on the Premises, and may lay and maintain
all necessary water lines as may be required by
Gentor in its operations on the claims;
provided, however, that all such xxxxx shall be
constructed in compliance with the regulations
of the State of Montana and such xxxxx installed
by Gentor shall, on the cancellation or
termination of this Agreement, become the
property of Owner, unless this Agreement is
terminated by exercise of the option granted by
paragraph entitled "Option". In the event of
assignment by Gentor to Owner, Gentor will cease
to have any rights or liability to the xxxxx and
water rights.
1.6 Limitation. The performance by
Gentor of its duties and obligations under this
Agreement shall not bind and obligate Gentor to
perform any additional services to Owner nor to
invest any funds of any nature whatsoever in the
exploration of, development or delineation of
the Premises. Gentor may explore, conduct
geological and geophysical investigations, map,
drill or otherwise seek, in the manner and to
the extent that Gentor, in its sole discretion,
deems advisable, to locate and develop ores,
minerals and metals in commercial quantities in
and upon the Premises. Only the express duties
and obligations provided under this Agreement
shall be binding upon Gentor and Gentor shall
have no duties or obligations, implied or
otherwise, to explore for, develop, and/or mine
mineral ores within the Premises, it being
understood that the payments described herein
are in lieu of any such implied or other duties
or obligations.
1.7 Relationship of the Parties.
Nothing contained herein shall be deemed to
constitute any party, in its capacity as such,
the partner, agent or legal representative of
any other party, or to create any partnership,
mining partnership or other partnership
relationship, or fiduciary relationship between
them, for any purpose whatsoever. Except as
expressly provided in this Agreement, each party
shall have the free and unrestricted right
independently to engage in and receive the full
benefits of any and all business endeavors of
any sort whatsoever outside the Premises or
outside the scope of this Agreement, whether or
not competitive with the endeavors contemplated
herein, without consulting the other or inviting
or allowing the other therein. In particular,
without limiting the foregoing, neither party to
this Agreement shall have any obligation to the
other as to any opportunity to acquire any
money, property, interest or right offered to it
outside the Premises.
2. Option to Purchase. Owner hereby
grants to Gentor the exclusive option (the
"Option), to purchase the Xxxxxxx X. & Xxxx X.
Xxxxxx' Unpatented Mining Claims, more
particularly described in Exhibit "A", for a
total cash consideration of One Million Dollars,
United States Dollars ($1,000,000.00 USD) (the
"purchase price"). In the event this Option is
exercised, all annual payments and/or royalty
production payments will be credited against
this purchase price. The Option shall be
exercised and the sale and purchase of the
Premises shall be closed as follows:
2.1 Notice of Exercise. Gentor shall
give written notice of its election to exercise
the Option granted hereunder. Upon receipt by
Owner of Gentor's written notice of its election
to exercise the Option granted herein, the
parties shall make diligent efforts to establish
escrow and to close the transfer of the Premises
within sixty (60) days thereafter or as soon
thereafter as the transaction can be closed. If
Gentor has paid to Owner the entire purchase
price and issued the entire number of shares
described herein, Gentor shall be deemed to have
exercised the Option on the date of such
payment, and Gentor shall not be required to
give written notice of its election to exercise
the Option. Gentor understands that the Net
Smelter Return is perpetual in nature.
2.2 Instruments to be Executed by
Owner. Upon exercise of the Option granted
herein, Owner, at any time before or after the
closing date, shall execute, acknowledge and
deliver any further deeds, conveyances and other
assurances reasonably requested by Gentor, and
shall take any other action consistent with the
terms of this Agreement, that may reasonably be
requested for the purpose of transferring and
conveying to Gentor the Premises to be conveyed
and transferred by this Agreement.
2.3 Closing Costs. Gentor shall pay
for the revenue stamps, if any, the cost of
escrow, including the cost of preparation of any
title reports, and all recording costs incurred
in the consummation of the transaction provided
for in this Agreement.
2.4 Accrued Taxes. Payment of any
and all state and local real and personal
property taxes on the Premises not otherwise
provided for herein shall be prorated between
the parties as of the closing date upon a thirty
day month.
2.5 Payment of Balance of Purchase
Price. On or before the close of escrow, Gentor
shall pay to Owner, in cash or check, the
balance of the purchase price provided herein.
2.6 Escrow. At the election of
Gentor, exercisable at any time during the term
of this Agreement, or on Gentor having given
notice of its intention to exercise the Option,
the parties shall establish an escrow for the
orderly exercise of the Option and the orderly
purchase of the Premises. The parties shall
execute and deliver to a mutually acceptable
escrow holder, escrow instructions consistent
with the terms and conditions of this Agreement,
and, in the event the parties do not execute and
deliver such escrow instructions, this Agreement
shall constitute the parties' escrow
instructions. Owner shall execute and deposit
into escrow the instruments described in
subparagraph 2.2 above, and the escrow holder
shall be instructed not to record or deliver
same to Gentor unless and until the Option is
exercised in accordance with the terms and
conditions of this Agreement and Gentor has paid
the purchase price. Gentor shall execute and
deposit into escrow a Release of this Agreement,
and the escrow holder shall be instructed not to
record or deliver the same to Owner unless and
until this Agreement is terminated, except by
termination upon Gentor's exercise of the
Option, in which case the Release shall be
delivered to Gentor.
2.7 Rights and Obligations Upon
Exercise of Option. Upon Gentor's exercise of
the Option and Gentor's payment of the purchase
price, Gentor shall own all of the right, title
and interest in and to the Premises and
thereafter Owner shall have no right, title or
interest whatever in the Premises, except as
agreed with the understanding that the Net
Smelter Return is perpetual in nature.
3. Duration. For purposes of this
Agreement, the effective date shall be
______________________. The term of this
Agreement shall be until the total purchase
price has been paid in full, unless sooner
terminated or canceled as hereinafter provided.
While this Agreement is in effect, each
successive one (1) year period commencing with
the effective date and each annual anniversary
date thereof shall be deemed an option year.
4. Payments.
4.1 Annual Payments. Gentor shall
pay to Owner, Annual Payments in the amounts and
on or before the dates described below:
Date of Payment
Amount
Upon execution of
the Formal Option
Agreement $7,500.00
First (1st) year
anniversary
$7,500.00
Second (2nd) year
anniversary
$10,000.00
Third (3rd) year anniversary
$10,000.00
Forth (4th) year
anniversary
$15,000.00
and every year thereafter until the total
purchase price has been paid, unless
terminated or canceled. $1,000,000.00
Timely payment of the annual payments and issuance of shares in
the manner provided herein shall maintain this Agreement in full
force and effect. It is understood that these annual payments
will be paid in addition to any Net Smelter Return Royalty
payments, unless the Option to Purchase is exercised, thereby
eliminating the annual payments, except as agreed with the
understanding that the Net Smelter Return Royalty is perpetual
in nature.
4.2 Production Royalty. In addition to the annual
payments in section 4.1. If the Premises are placed into
commercial production, Gentor agrees to pay to Owner a Net
Smelter Return Royalty of Two Percent (2%) from all ores,
minerals, or other products removed from the Premises and sold
or processed by Gentor. Payments of such Net Smelter Return
Royalty from the proceeds received from production shall be
determined at the end of each calendar quarter after the
effective date. Payments of the Net Smelter Return Royalty
shall be made within thirty (30) days after the end of each
calendar quarter for which royalty is determined to be payable
or the date on which Gentor receives a smelter or refinery
statement for production during such calendar quarter, whichever
date is later.
Xxxxxxx X. & Xxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Gentor shall be obligated to deliver only one (1) check or
payment, and Gentor shall have no responsibility for
disbursement or distribution of any such payment after receipt
by Owner. At the time of making such payment, Gentor shall
deliver to Owner a statement showing the amount of Net Smelter
Return Royalty due and the manner in which it was determined and
shall submit to Owner data reasonably necessary to enable Owner
to verify the determination.
4.4 Production Payments. The Owner and Gentor further
agree that, when the project reaches production stage, all
annual payments and/or Net Smelter Return Royalty payments will
be credited to the purchase price. The Owner's Two Percent 2%
Net Smelter Return Royalty shall stay in effect as long as there
is production from the Premises.
4.5 Audit. After the Premises are placed into
commercial production as defined herein below, Owner or its
authorized agents shall have a right to audit and inspect
Gentor's accounts and records used in calculating payments to
Owner hereunder, which right may be exercised as to each payment
at any reasonable time during a period of one (1) year from the
date on which the payment was made by Gentor. If no such audit
is performed during such period, such accounts, records and
payments shall be conclusively deemed to be true, accurate and
correct.
5. Definitions. The following defined terms,
wherever used in this Agreement, shall have the meanings as set
forth below:
5.1 "Area of Interest" shall mean the area lying
within one-half mile from the perimeter of the Premises
described in Exhibit "A" on the date of this Agreement, together
with the area within the boundaries of any unpatented mining
claims all or any part of which is within the area of first
above described.
5.2 "Allowable Deductions" shall mean, to the extent
borne or to be borne by Gentor:
5.2.1 sales, severance, and other similar taxes,
5.2.2 insurance and security costs and charges,
5.2.3 all milling, smelting, refining, and other
treatment charges or costs,
5.2.4 representation, assaying, and umpire costs and
fees, and
5.2.5 marketing costs and commissions.
If ores, minerals, or other products are deemed to
have been sold, Allowable Deductions shall include amounts
representing the items enumerated above to the extent that they
would have been borne by Gentor had the ores, minerals, or other
products actually been sold.
5.3 "Commercial production." For the purposes of
this Agreement, the Premises shall come into commercial
production on the date upon which ore mined from the Premises is
first delivered to a purchaser on a commercial basis or on the
date upon which concentrates or other products derived therefrom
are first delivered to a purchaser on a commercial basis,
whichever date is earlier, it being agreed that deliveries of
such ores, concentrates or other products resulting from pilot
or test operations shall not be considered as deliveries on a
commercial basis for the purposes of this paragraph. Gentor
shall deliver to Owner notice indicating said date as soon as
practicable after the occurrence thereof.
5.4 "Net Smelter Returns" shall mean for any
period/year the amount of earned revenues actually paid to and
received by Lessee by any smelter, refinery or other purchaser
(hereinafter "Smelter") of metals, ores, minerals or mineral
substances, or concentrates produced therefrom for products
mined from the Premises, less all of the following:
5.4.1 Custom smelting costs, treatment charges and
penalties, including, but without being limited to, metal
losses, penalties for impurities and charges for refining,
selling, and transportation from smelter to refinery and from
refinery to market;
5.4.2 Costs of transporting product from the Premises
to a concentrator or other place of treatment;
5.4.3 Costs of transporting product from the
concentrator to a smelter or other place of treatment; and
5.4.4 Production taxes, net proceeds of mines taxes,
severance taxes and sales, privileges and other taxes levied on
product or on the production thereof.
Net Smelter Returns for product treated at a smelter
owned, operated or controlled by Lessee or treated on
a toll basis for Lessee, shall be computed in the
above manner, with deductions for all charges and
items of cost equivalent to the deductions described
above.
5.5 "Owner" shall mean Xxxxxxx X. & Xxxx X. Xxxxxx,
0000 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000, and all persons,
individually and collectively, having an interest in the
Premises and executing this Agreement, or a counterpart thereof,
other than Gentor.
5.6 "Product" shall mean the following:
5.6.1 All ore mined or removed from place in the
Premises during the term hereof and shipped and sold by Gentor
prior to treatment; and,
5.6.2 All concentrates, precipitates and mill
products produced by or for Gentor from ore mined or removed
from place in the Premises, or from ore leached in place in the
Premises, during the term of this Agreement.
5.7 "Gentor" shall mean United Gentor Development
Corporation, its assigns and successors.
5.8 "Waste" shall mean earth, rock or material mined
or removed from place in the Premises during the term of this
Agreement, but which is not "Ore" as defined above.
6. Compliance with the Law. All exploration and
development work performed by Gentor during the term of this
Agreement shall conform with the applicable laws and regulations
of the State of Montana and the United States of America.
Gentor shall be fully responsible for compliance with all
applicable Federal, State and Local reclamation statutes,
regulations and ordinances relating to such work, all at
Gentor's cost, and Gentor shall indemnify and hold harmless
Owner from any and all claims, assessments, fines and actions
arising from Gentor failure to perform its obligations
hereunder. Gentor will comply with all reclamation statues,
even if a small mine is put in production and abandoned.
6.1 Change in Federal Mining Law. If the United
States establishes a leasing system or other system of tenure
for lands or minerals now subject to location under the mining
laws, and if the new system gives Owner an election to acquire
rights under the new system in exchange for or in modification
of Owner's existing rights, Gentor may make an the election in
the name of Owner with respect to all of the unpatented claims
included in the Property. Thereafter, during the term of this
Agreement Gentor shall pay all royalties, rentals, bonuses,
fees, and other amounts required by the new system.
7. Mining Practices; Inspection of Data; Reports.
7.1 Mining Practices. Gentor shall work the Premises
in a miner-like fashion and manner consistent with safe and
economical mining and with due regard to the development and
preservation thereof as workable mining properties.
7.2 Inspection of Data. Owner shall have the right
to examine non-interpretive factual data in the possession of
Gentor during reasonable business hours and upon prior notice,
provided, however, that the rights of Owner to examine such data
shall be exercised in a manner such that such inspection does
not interfere with the operations of Gentor.
8. Weights; Analysis. Gentor shall measure ore and
grade, and take and analyze samples thereof in accordance with
industry practice, and shall keep accurate records thereof as a
basis for computing payments hereunder. These records shall be
available for inspection by Owner at all reasonable times
subject to the provisions herein regarding accounts, records and
payments.
9. Cross_Mining. Gentor is hereby granted the
right, if it so desires, to mine and remove ore, product and
materials from the Premises through or by means of shafts,
openings or pits which may be made in or upon adjoining or
nearby property owned or controlled by Gentor. Gentor may, if
it so desires, use the Premises and any shafts, openings and
pits therein for the mining, removal, treatment and
transportation of ores and materials from adjoining or nearby
property, or for any purpose connected therewith. The
operations of Gentor on the Premises and Gentor' operations on
other lands may be conducted upon the Premises and upon any and
all such other lands as a single mining operation, to the same
extent as if all such properties constituted a single tract of
land. Nothing herein shall relieve Gentor from its obligations
for payments or reports as set forth in this Agreement.
10. Stockpiling; Waste.
10.1 Stockpiling on Other Lands. Gentor shall have
the right, at any time during the term hereof, to stockpile any
ore or product mined or produced from the Premises at such place
or places as Gentor may elect, without the obligation to remove
or return the same, either upon the Premises or upon any other
lands owned or controlled by Gentor or its successors and
assigns. The rights and liens of Owner in and to any such ore
or product stockpiled on other lands shall not be divested by
the removal thereof from the Premises, but shall be the same in
all respects as though such materials had been stockpiled on
the Premises. The stockpiling of ore or product from the
Premises on other lands shall not be deemed a removal or
shipment thereof requiring payment in respect of Owner's
interest. The tax covenants described in this Agreement shall
apply to ore and product from the Premises stockpiled on other
lands.
10.2 Stockpiling on the Premises. Gentor shall have
the right, at any time during the term hereof, to stockpile on
the Premises, without the obligation to remove or return the
same, any ore or materials mined or produced by Gentor or its
affiliated companies from other lands. Owner agrees to
recognize the rights and interests of others in such ores and
materials stockpiled on the Premises and to permit the removal
thereof by Gentor at any time during the term of this agreement,
or by the owners thereof, for a reasonable time after
termination of this Agreement, all without liability or expense
to Owner.
10.3 Waste. Waste, overburden, surface stripping and
other materials from the Premises may be deposited on or off the
Premises. Such materials from other lands may be deposited on
the Premises only if the same will not interfere with mining
operations on the Premises. Nothing in this paragraph shall
limit the provisions in the subparagraphs above concerning
stockpiling product on or off the Premises.
11. Mixing. After ore and product from the Premises
have been sampled and measured in accordance with industry
practices, in such manner as will permit the computation of
payments to be made hereunder, Gentor may mix the same with
ores, materials or products from other lands.
12. Treatment. Gentor shall have the right, but
shall not be required, to beneficiate, concentrate, smelt,
refine, xxxxx and otherwise treat, in any manner, any ore,
product and materials mined or produced from the Premises and
from other lands. Such treatment may be conducted wholly or in
part at a plant or plants established or maintained on the
Premises or on other lands. Such treatment shall be conducted
in a careful and workmanlike manner. The tailings and residue
from such treatment shall be deemed Waste and may be deposited
on the Premises or on other lands, without Gentor's obligation
to remove the same.
13. Scope of Agreement. This Agreement shall extend
to and include only the Premises described in Exhibit "A", and
an Area of Interest within One-Half (1/2) mile of the perimeter
of the said Premises, together with the area within the
boundaries of any unpatented mining claims all or any part of
which is within the area first described and shall not apply and
extend to any other property, mining claims, mill sites and
tunnel sites owned and/or located by the parties hereto.
14. Liens and Notices of Non-Responsibility. Except
as otherwise agreed in writing, Owner and Gentor agree to keep
the Premises at all times free and clear of liens for materials
furnished and labor done or work performed upon the Premises at
the request of or for the benefit of Gentor, and to pay all
indebtedness and liabilities incurred by or for them which may
or might become a lien, charge or encumbrance against the
Premises before such indebtedness and liabilities shall become a
lien, charge, or encumbrance; provided, however, that Gentor
need not discharge or release any such lien, charge or
encumbrance; so long as Gentor is contesting the same. Nothing
stated herein shall prohibit Gentor from pledging its interest
in this Agreement as security for any indebtedness of Gentor
incurred for the purpose of the exploration, development or
mining of the Premises. Owner may post upon the Premises and
keep posted thereon in a conspicuous place a notice of
non-responsibility which will be prepared by Owner; and Gentor
will, in the event such notice is destroyed or removed, upon
finding same, notify Owner. The parties agree that Owner shall
be informed immediately of the execution of this Agreement by
Gentor in order that Owner can properly and timely record a
notice of non-responsibility in the office of the county
recorder of the county in which the Premises are located.
Nothing herein shall be construed to prevent Gentor from
assigning, pledging, encumbering or otherwise transferring its
interest in this Agreement or the Premises for the purpose of
acquiring financing for its activities or operations on the
Premises, which assignment, pledge, encumbrance or transfer are
expressly authorized hereunder.
15. Taxes.
15.1 Personal Property Taxes. Nothing in the
foregoing shall be construed to obligate Gentor to pay such
portion of any tax as is based upon the value of improvements,
structures or personal property made, placed or used on any part
or parts of the Premises by or for Owner other than Gentor. If
Owner receives tax bills or claims which are the responsibility
of Gentor hereunder, the same shall be promptly forwarded to
Gentor for appropriate action, and if any of the same are not
received by Gentor at least ten (10) business days before
payment called for thereunder is due, Gentor shall not be
responsible for any interest, penalty, charge, expense, or other
liability arising by reason of late payment of such payment, the
Owner hereby indemnifying and saving harmless Gentor from all of
the same that may be incurred by Gentor from time to time.
15.2 Income or Similar Taxes. Gentor shall not be
liable for any taxes levied on or measured by income, or other
taxes applicable to Owner, based upon payments under this
Agreement.
16. Insurance. Gentor shall procure, and at all
times during the performance of this Agreement, maintain in full
force and effect such all-risk insurance as may be appropriate,
but in amounts not less than $1,000,000.00 per person and
$1,000,000.00 per accident for all bodily injury claims, and not
less than $2,000,000.00 for property damage claims, as well as
coverage to comply with all workmen's compensation and other
insurance required by law, provided that a blanket type
insurance policy carried by Gentor shall satisfy Gentor'
obligations under this provision. Gentor shall forever
indemnify and save harmless Owner, its heirs, executors,
administrators, successors and assigns, of and from any and all
liability whatsoever for any claims, actions or damages in any
way arising out of Gentor' occupation and use of the Premises,
or its operations thereon or therein. All such insurance shall
be maintained by Gentor at its own expense throughout the
duration of this Agreement, and whenever Owner reasonably
requests, Gentor shall furnish to Owner evidence that such
insurance is being maintained. Owner shall forever indemnify
and save harmless Gentor, its successors and assigns, of and
from any and all liability whatsoever for any claims, actions or
damages in any way arising from Owner's occupation and use of
the Premises, or its operations thereon or therein, before the
Effective Date and after the termination date.
17. Inspection. Owner or Owner's duly authorized
representatives shall be permitted to enter on the Premises and
the workings of Gentor thereon at all reasonable times for the
purpose of inspection, but they shall enter on the Premises at
their own risk and in such a manner as not to unreasonably
hinder, delay or interfere with the operations of Gentor. Owner
shall indemnify and hold Gentor harmless from any and all
damages, claims or demands arising out of injury to Owner,
Owner's agents or representatives, or any of them, on the
Premises or on the approaches thereto.
18. Title Information and Data. At any time during
the term hereof, upon written request by Gentor, Owner forthwith
shall obtain and deliver to Gentor copies of all title documents
affecting the Premises which Owner has in its possession or
available to it, including copies of any plats and field notes
of surveys of the Premises. Owner agrees to make available to
Gentor copies of any exploration data, assays, logs, maps,
geological, geochemical and geophysical surveys and reports that
Owner may have in its possession, without charge.
19. Representation of Title. Owner represents and
warrants that the Premises defined in Exhibit "A" of this
Agreement are in good standing and that Owner owns the entire
title to the Premises and that no other party has any right,
title or interest therein; that Owner has good right and full
power to convey the effective interest described herein; that
the Premises are free and clear of all encumbrances; and that
Owner shall not commit any act or acts which will encumber or
cause a lien to be placed on the Premises, or which might hinder
or impair the rights or ability of Gentor to exercise its rights
hereunder, except subject and subordinate to the terms of this
Agreement. That (i) the unpatented mining claims were properly
laid out and monumented; (ii) all required location and
validation work was properly performed; (iii) location notices
and certificates were properly and timely recorded and filed
with appropriate governmental agencies; (iv) all maintenance
payments required to hold the unpatented mining claims through
the assessment year ending August 31, 2005 has been timely and
properly paid to the appropriate Bureau of Land Management
Office; and (v) all notices of intent to hold or other forms
required to maintain the unpatented mining claims in good
standing for the 2005 assessment year have been properly and
timely recorded and filed with the appropriate governmental
agencies as required by Montana law. The representations and
warranties described herein shall survive termination of the
Option.
20. Scope of Agreement. This Agreement shall extend
to and include only the Premises described in Exhibit "A"
including the Area of Interest lying within one-half mile from
the perimeter of the Premises as described under Section 5.
Definitions. If during the term of this Agreement Gentor
locates any unpatented mining claims within the area described
as Area of Interest, the claims shall be deemed a part of the
Premises for purposes of this Agreement.
21. Assessment Work. The Annual Rental Assessment Fee or
sometimes referred a Annual Maintenance Fee required by Federal
Law shall be paid and an Affidavit filed with the appropriate
County while this Agreement is in effect by Gentor before August
1st of each lease year. Gentor shall prepare evidence of the
proper recordation and filing, and shall timely record and/or
file such evidence in the appropriate Federal, State and Local
offices as required by applicable Federal, and State Laws,
before August 1st of each lease year. If Gentor elects to
terminate this Agreement, it shall notify Owner before August
1st of any lease year, Gentor shall then have no further
obligation hereunder to file and pay the required annual rental
assessment fees and prepare, record and file evidence of the
same. However, if Gentor terminates this Agreement after August
1st of any lease year, Gentor agrees to file and pay the
required annual rental assessment fees and prepare, record and
file evidence of the same.
22. Locate, Amendment and Relocation of Claim. Gentor
shall have the right to amend or relocate in the name of Owner
any of the unpatented mining claims subject to this Agreement
which Gentor deems advisable to so amend or relocate. If Gentor
locates claims in the Area of Interest as described herein, all
claims shall become part of this Agreement.
23. Warranties and Representations.
23.1 Mutual Warranties and Representations. Each of
the parties warrants and represents to the other as follows:
23.1.1 Compliance with Laws. That each party has
complied with all applicable laws and regulations of any
governmental body, Federal, state or local regarding the terms
of this Agreement and the performance thereof.
23.1.2 No Pending Proceedings. That there are no
lawsuits or proceedings pending or threatened which affect the
ability of the parties to perform the terms of this Agreement.
23.1.3 Authority. That each party has the full right,
title and authority to enter into this Agreement and to perform
the same in accordance with the terms hereof, and neither this
Agreement, nor the performance thereof violates, or constitutes
a default under the provisions of, any other agreement to which
such party is a party or to which it is bound.
23.1.4 Costs. Each of the parties shall pay its costs
and expenses incurred or to be incurred by it in negotiating and
preparing this Agreement and in closing and carrying out the
transactions contemplated by this Agreement.
23.1.5 Noninterference. Each of the parties covenants
that it will not do or permit to be done any act which would or
might hinder or impair the rights of the other party to exercise
any right granted under this Agreement.
23.2 Owner's Warranties and Representations. Owner
warrants and represents that the consummation of this Agreement
will not result in or constitute a default or an event that,
with notice or lapse of time or both, would be a default, breach
or violation of any lease, license, promissory note, conditional
sales contract, commitment, or any other agreement, instrument
or arrangement to which Owner is a party.
Owner represents and warrants that it is not aware of nor has it
received notice of any environmental or physical condition on
the Premises which is, or would be, a violation of any
applicable Federal, state or local laws, regulations or
ordinances, and that Owner has not received any notices from any
governmental agencies of such environmental or physical
conditions or alleged violations.
So long as Gentor is not in default under this Agreement,
on written request from Gentor, Owner will execute and deliver
to Gentor an estoppel certificate, in form acceptable to Gentor,
whereby Owner confirms that the Agreement is in full force and
effect and that there are no defaults by Owner or Gentor under
the Agreement.
24. Escrow. Contemporaneously with the execution of
this Agreement, Owner
shall execute and acknowledge a Quit Claim Deed and deposit into
escrow. The escrow holder shall be instructed not to record or
deliver same to Gentor unless in the event of any default or
failure by Gentor to comply with any of the covenants, terms or
conditions of this Agreement. Contemporaneously with the
execution of this Agreement, Gentor shall execute and deposit
into escrow a Release of this Agreement. The escrow holder
shall be instructed not to record or deliver the same to Owner
unless and until this Agreement is terminated, except by
termination upon Gentor's exercise of the Option, in which case
the Release shall be delivered to Gentor. The escrow holder
will be mutually acceptable to Owner and Gentor.
24.1 Cancellation by Owner. In the event of any
default or failure by Gentor to comply with any of the
covenants, terms or conditions of this Agreement, Owner shall be
entitled to give Gentor written notice of the default,
specifying details of the same. If such default is not remedied
within sixty (60) days after receipt of said notice, provided
the same can reasonably be done within that time, or, if not, if
Gentor has not within that time commenced action to cure the
same or does not after such commencement diligently prosecute
such action to completion, then this Agreement shall be deemed
canceled and terminated effective on the sixtieth (60th) day
after the Gentor' receipt of said notice. In the case of
Gentor' failure to pay the minimum payments due hereunder, Owner
shall be entitled to give Gentor written notice of the default,
and if such default is not remedied within twenty (20) days
after the receipt of said notice, then this Agreement shall be
deemed canceled and terminated effective on the twentieth (20th)
day after Gentor' receipt of said notice. No such cancellation,
however, shall be based on a default hereunder or on a failure
to remedy the same, when resulting from any cause beyond the
reasonable control of Gentor, including, without limitation, the
force majeure provisions herein.
24.2. Cancellation by Gentor. Gentor may at any time
cancel this agreement by giving written notice to Owner and
tendering to Owner a written release and Quit Claim Deed thereof
in proper form for recording. Gentor's termination notice shall
specify the "termination date." before August 1st of any lease
year, Gentor shall not be required to pay the Maintenance Fee.
If, however, Gentor terminates this Agreement after August 1st
of any lease year, Gentor agrees to pay the Maintenance Fee
required by Federal Law to keep the Unpatented Mining Claims
Active. If Gentor terminates this Agreement, Gentor shall not
be required to perform the obligations to pay Net Smelter Return
Royalty payments accruing or coming due after the "termination
date" as defined herein; all such payments or obligations which
accrue before the termination date shall be timely met and
discharged by Gentor. Tender of the release may be made by
mailing same to Owner at the address provided herein. Gentor
may record a duplicate of said release in the same office where
the hereinafter mentioned memorandum agreement is recorded.
25. Removal of Equipment. Gentor shall have, and it
is hereby given and granted, one hundred twenty (120) days after
termination of this Agreement, to remove from the Premises all
buildings, structures, warehouse stock, merchandise, materials,
tools, hoists, compressors, engines, motors, pumps,
transformers, electrical accessories, metal or wooden tanks,
pipes and connections, mine cages, and any and all other
machinery, trade fixtures and equipment, erected or placed in or
upon the Premises by it, together with all ore broken in stopes
or workings, except mine supports and timber in place and
permanent improvements.
26. Data. Upon termination of this Agreement, except
termination upon Gentor's exercise of the Option, Gentor will
provide a copy of all drilling logs, assays, maps and other
non-interpretive factual data which Gentor has prepared in
connection with its exploration and development of the Premises
under this Agreement.
27. Confidentiality. The data and information,
including the terms of this Agreement, coming into the
possession of Owner by virtue of this Agreement, shall be deemed
confidential and shall not be disclosed to outside third parties
except as may be required to publicly record or protect title to
the Premises or to publicly announce and disclose information
under the laws and regulations of the United States or any state
or local government or any country, or under the rules and
regulations of any stock exchange on which stock of any party,
or the parent or affiliates of any party, is listed. Owner
agrees with respect to any public announcements or disclosures
so required, including the announcement of the execution of this
Agreement, if any, to inform Gentor of the content of the
announcement or disclosure in advance of its intention to make
such announcement or disclosure in sufficient time to permit
Gentor to jointly or simultaneously make a similar public
announcement or disclosure if Gentor so desires, provided,
however, that in the event any party anticipates selling or
assigning all or a portion of its interest or negotiations to
procure loans from third parties are undertaken, such party
shall have the right to furnish information to the party to
which such conveyance or assignment is anticipated or with whom
such negotiations for loans are undertaken, upon obtaining from
such party an agreement to hold confidential any information so
furnished. Nothing herein shall limit or restrict the right of
Gentor to provide, deliver or release to parent companies,
subsidiary companies, related companies, affiliated companies
with a common parent, and/or co-venturers the data and
information, including the terms of this Agreement, coming into
the possession of Gentor by virtue of this Agreement.
28. Force Majeure. The respective obligations of
either party, except the obligation of Gentor to pay the annual
payments due hereunder which annual payments shall continue
regardless of the enforcement of this Section 27, shall be
suspended during the time and to the extent that such party is
prevented from complying therewith, in whole or in part, by war
or war conditions, actual or potential, earthquake, fire, flood,
strike, labor stoppage, accident, riot unavoidable casualty, act
or restraint, present or future, of any lawful authority, act of
God, act of public enemy, delays in transportation, governmental
regulation, environmental restrictions, permit or license
applications and approvals, or other cause of the same or other
character beyond the reasonable control of such party.
29. Disputes Not to Interrupt Operations. Disputes
or differences between the parties hereto shall not interrupt
performance of this Agreement or the continuation of operations
hereunder. In the event of any dispute or difference,
operations may be continued, and settlements and payments may be
made hereunder in the same manner as prior to such dispute or
difference. In case of any dispute between the parties arising
under this Agreement which cannot be settled between the
parties, the same shall be submitted to the American Arbitration
Association in accordance with the laws of the state in which
the Premises is located and the Rules of the American
Arbitration Association, and the cost thereof shall be paid by
Owner and Gentor in equal shares.
30. Memorandum Agreement. Upon execution of this
Agreement, the parties shall execute and cause to be delivered a
short form of this Agreement which shall be recorded in the
office of the recorder of each county wherein all or part of the
Premises are located. The execution and recording of the
memorandum of agreement shall not limit, increase or in any
manner affect any of the terms of this Agreement, or any rights,
interest or obligations of the parties hereto.
31. Notices. Any notices required or authorized to
be given by this Agreement shall be in written form. Any
notices required or authorized to be given by this Agreement
shall be deemed to have been sufficiently given or served in
written form if sent by registered or certified delivery,
postage prepaid and return receipt requested, addressed to the
proper party at the following address or such address as the
party shall have designated to the other parties in accordance
with this section. Notices so given shall be deemed to have
been received by the addressee five (5) days from the date of
mailing. Any notice required or authorized to be given by this
Agreement shall be deemed to have been sufficiently given or
served in written form if personally delivered to the proper
party or if sent by telex, telegraph or other wire service and
actually received by such party, and such notice shall be
effective upon the date of receipt by such party.
If to Owner: Xxxxxxx X. &
Xxxx X. Xxxxxx,
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
If to Gentor: Gentor Resources, Inc.
Alder Xxxxx Xxxx, Xxx 000
Xxxxxxxx Xxxx, Xxxxxxx 00000
32. Binding Effect of Obligations. This Agreement
shall be binding upon and inure to the benefit of the respective
parties hereto, and their heirs, personal representatives,
successors and assigns.
33. Whole Agreement. The parties hereto agree that
the whole agreement between them is written herein and in a
memorandum agreement of even date herewith which is intended to
be recorded, and that this Agreement shall constitute the entire
contract between the parties. There are no terms or conditions,
express or implied, other than herein stated. This Agreement
may be amended or modified only by an instrument in writing,
signed by the parties with the same formality as this Agreement.
34. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of Montana.
35. Multiple Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which shall constitute the
same Agreement.
36. Other Interests. Owner hereby represents that
Gentor has not induced or caused Owner to terminate any previous
license, lease agreement, or otherwise, for the Premises subject
to this Agreement, and/or to discontinue or interfere with a
business relationship with any such licensee(s) for Gentor(s),
or otherwise. Owner agrees to indemnify and defend Gentor
against any and all claims, demands or suits for damages or
injunctive relief which may be brought against Gentor, incident
to, arising out of, in connection with or resulting from any
such termination and/or discontinuance of a business relationship.
37. Severability. If any part, term or provision of
this Agreement is held by the courts to be illegal or in
conflict with any law of the United States or the State of
Montana the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did
not contain the particular part, term or provision held to be
invalid.
38. Assignment.
38.1 Assignment by Gentor. Gentor shall be at
liberty, upon the prior written consent of Owner, which shall
not unreasonably be withheld. at any time and from time to time,
in its sole and uncontrolled discretion, to sell, dispose of or
deal with this Agreement or any portion of its interest herein
on such terms and conditions and by way of lease, farm-in, joint
venture, option or otherwise and for such consideration as
Gentor shall see fit. Any such sale, disposition or deal
regarding this Agreement shall be subject to the right of the
Owner to be paid the royalty and annual payments, it being
agreed that the obligation to pay the royalty and annual
payments may be assigned in whole or in part by Gentor to the
extent that Gentor sells, disposes of, or deals with this
Agreement and its rights therein, and upon such sale or
disposition by Gentor, the obligation to pay the royalty and
annual payments shall become the obligation of the transferee,
and not Gentor, to the extent that Gentor sells, disposes of, or
deals with this Agreement or its rights therein. Gentor shall
make arrangements with Owner on the issuance of shares, should
Gentor sell this Agreement before all shares have been issued.
37.2 Right of First Refusal. Gentor shall have the
right of first refusal to
purchase all of the right, title, and interest of the Owner in
the Premises, including its rights hereunder, for thirty (30)
days following Gentor' receipt of a copy of a bona fide offer
submitted to the Owner by a third party in an arm's length
transaction, and which has been determined by the Owner to be
acceptable. Any offer shall recite the consideration, the cash
value or the cash equivalent value which may be readily
determined. If Gentor exercises its right of first refusal to
purchase the interest of the Owner, Gentor shall pay to the
Owner an amount equal to the value of the third party offer upon
terms which are economically no less favorable to the Owner than
the third-party offer. If Gentor fails to elect to exercise its
right of first refusal, Owner may complete the proposed
transaction with the third party on the same terms and
conditions as described in the notice to Gentor.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed effective the date described herein.
OWNER:
______________________
_______________________
Xxxxxxx X.
Xxxxxx
Xxxx X. Xxxxxx
GENTOR:
_________________________
Gentor Resources, Inc.
STATE OF
____________________ )
) ss.
COUNTY OF
___________________ )
On this ______ day of ________________, 2005, before
me the undersigned notary public personally appeared
Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, known to be the
persons named in and whose name is subscribed to the
foregoing instrument, and acknowledged to me that they
executed the same.
My Commission Expires:
______________________
______________________________
Notary Public
Residing
at:____________________
STATE OF ____________)
) ss.
COUNTY OF ___________)
On this ______ day of ________________, 2005,
personally appeared before, a Notary Public,
____________________, who acknowledged that he executed
the above Mining Exploration and Option Agreement in his
capacity as ________________, for Gentor Resources, Inc.
and on behalf of said Corporation and that the Corporation
executed the above Mining Exploration and Option Agreement.
My Commission Expires:
______________________
______________________________
Notary Public
Residing at:
____________________
MEMORANDUM OF MINING EXPLORATION AND OPTION AGREEMENT
NOTICE IS HEREBY GIVEN that Xxxxxxx X. & Xxxx X. Xxxxxx,
0000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, hereinafter
referred to as "Owner," and Gentor Resources, Inc., a
Florida corporation, hereinafter referred to as "Gentor."
have entered into a Mining Exploration and Option
Agreement, hereinafter referred to as the "Agreement"
whereby Owner has granted to Gentor certain rights to 6
Unpatented Mining Claims Gold #1 through Gold #6,
including an area of interest, hereinafter collectively
referred to as the "Premises," situated in Township 2
South, Range 11 West, P.M.M , Jefferson County, State of
Montana.
For purposes of the Mining Exploration and Option
Agreement, the addresses of the parties are:
Xxxxxxx X. & Xxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Gentor Resources, Inc.
Alder Gulch Road, Box 156
Virginia City, Montana 59755
IN WITNESS WHEREOF, the parties have executed this
Memorandum of Mining Exploration and Option Agreement
effective this ______ day of _____________,
2005.
______________________ _____________________
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
___________________________
Gentor Resources, Inc.
STATE OF ________________)
) ss.
COUNTY OF _____________ )
On this ______ day of ________________, 2005, before
me the undersigned notary public personally appeared
Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, known to be the
persons named in and whose name is subscribed to the
foregoing instrument, and acknowledged to me that they
executed the same.
My Commission Expires:
______________________ ____________________________
Notary Public
Residing at:________________
STATE OF ____________)
) ss.
COUNTY OF ___________)
On this ______ day of ________________, 2005,
personally appeared before, a Notary Public,
____________________, who acknowledged that he executed
the above Mining Exploration and Option Agreement in his
capacity as ________________, for Gentor Resources, Inc.
and on behalf of said Corporation and that the Corporation
executed the above Mining Exploration and Option Agreement.
My Commission Expires:
______________________ _____________________________
Notary Public
Residing at: ________________
EXHIBIT "A"
Attached to and made a part of the Memorandum of Mining
Exploration and Option Agreement between Xxxxxxx X. & Xxxx
X. Xxxxxx and Gentor Resources, Inc., dated
__________________________________for Unpatented Mining
Claims in Jefferson County, State of Montana listed as
follows:
Claim BLM Jefferson County
Name Serial No. Document No.
MMC Recorded
Gold #1 212487 214874
Gold #2 212488 214875
Gold #3 212489 214876
Gold #4 212490 214877
Gold #5 212491 214878
Gold #6 212492 214879
