This Agreement made as of the 20th day of October, 2000.
BETWEEN:
URANIUM STRATEGIES INC.
a corporation incorporated pursuant to
the laws of the State of Nevada, USA
(herein called "USI")
-and-
PLATORO WEST INCORPORATED a
corporation incorporated pursuant to
the laws of the State of Colorado,
USA (herein called "Platoro")
Whereas Platoro has represented to USI that Platoro has information as
to the location in the United States of America of lands in the Public Domain or
staked out by Platoro which may contain high concentrations of minerals
including without limiting the generality of the foregoing, copper;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective covenants and agreements of the parties contained herein, the sum of
ten dollars ($10.00) now paid by each party hereto to the other, and other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto), it is agreed as follows:
ARTICLE 1 - INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires:
"Agreement" means this agreement, including all Schedules attached or to be
attached, as amended from time to time in accordance with its terms;
"Business Day" means every day except Saturday, Sunday or a day which is a
statutory holiday under the laws of Canada or Ontario;
"Encumbrance" means any mortgage, lien, pledge, charge, security interest,
restriction, claim, encumbrance, right to use or acquire, ownership interest or
demand of any nature whatsoever;
"Mining Claim" means a parcel of land, including land under water, that has been
staked and recorded;
"Net Smelter Royalty" means an amount equal to three (3%) percent of the actual
proceeds of sale of Valuable Minerals derived from the development and
production of Subject Mining Claims actually received in cash by USI or its
assignees from the sale thereof from a smelter or refinery after the deductions
of smelting or refining charges including, without limitation after deduction of
sampling, processing, umpiring and travel charges to deliver the Valuable
Minerals to or from the smelter or refinery;
"Subject Mining Claim" means a Mining Claim referred to in 2.1 of this Agreement
or in Schedule "A" hereto;
"Person" includes an individual, partnership, unincorporated association,
organization, syndicate, corporation, trust and a trustee, executor,
administrator or other legal or personal representative;
"Valuable Minerals" means mines, ore, concentrates, bullion, minerals, including
without limiting the generality of the foregoing, copper, gold, silver and all
rare and precious metals and/or other products located in, on or under Subject
Mining Claims;
1.2 In this Agreement:
.1 words denoting the singular include the plural and vice versa and words
denoting any gender include both genders;
.2 any reference to a statute shall be the statute in force on the date
hereof, unless otherwise expressly provided;
.3 the use of headings is for convenience of reference only and shall not
affect the construction of this Agreement;
.4 when calculating the period of time within which or following which any act
is to be done or steps taken, the date which is the reference day in
calculating such period shall be excluded. If the last day of such period
is not a Business Day, the period shall end on the next Business Day;
.5 all dollar amounts are expressed in United States of America funds unless
stated otherwise;
ARTICLE 2 - COVENANTS OF PLATORO
2.1 Within thirty (30) Business Days following the date of this Agreement,
Platoro covenants and agrees that, as agent and trustee for USI and in the name
of USI, Platoro shall locate, stake out and record (with due regard for all
legal formalities) or transfer (with due regard for all legal formalities) to
USI, twenty (20) Mining Claims that Platoro acting reasonably, believes will
contain high concentrations of copper.
2.2 Platoro covenants and agrees to do all things reasonably required to cause
such Mining Claims to be staked out and registered in the name of USI and no
others and to cause all legal steps required pursuant to the laws of the
applicable State and the United States of America to be taken for such Mining
Claims to be filed, registered and recorded in all public records in the name of
USI, and no others as the sole and absolute owner thereof such that USI shall be
the sole and absolute owner of such Mining Claims and all Valuable Minerals
therein free and clear of all Encumbrances.
2.3 Notwithstanding 2.2, in the event that applicable local laws require that
any person desiring to file, record or register a Mining Claim must hold a
license or satisfy any other legal requirement in order to do so, all Mining
Claims referred to in 2.1 shall be recorded in the name of Platoro as trustee
for USI and Platoro hereby declares itself to be a trustee for USI in each and
every such recorded Mining Claim and all Valuable Minerals therein.
2.4.1 Immediately following completion of the obligations set forth in 2.1,
Platoro shall provide USI with the following:
.1 complete particulars as to the precise location of the Mining Claims so
located, staked out and recorded;
.2 evidence, satisfactory to USI and its counsel, acting reasonably, that 2.2
or if applicable 2.3, have been complied with and satisfied;
.3 if 2.3 is applicable, a declaration of trust, in form and substance
satisfactory to USI and its counsel acting reasonably, executed by Platoro
verifying that Platoro holds all such Mining Claims and Valuable Minerals
found therein in trust for USI;
2
2.4.2 Immediately following completion of the obligations set forth in 2.1,
Platoro shall provide USI, at the sole cost of USI, such information and data in
the possession or control of Platoro relating to the Subject Mining Claims as is
requested by USI, together with such documents in the possession or control of
Platoro relating thereto (including without limiting the generality of the
foregoing, all maps, file contents, geological, engineering, environmental and
metallurgical data and information) as are specified by USI.
ARTICLE 3 - COVENANTS OF USI
3.1 USI covenants and agrees as follows:
.1 to pay to Platoro the sum of $5,000.00 within ten (10) Business Days
following the execution and delivery of this Agreement;
.2 commencing in 2001 and continuing yearly thereafter so long as the claims
are held in the name of or for the benefit of USI, to pay Platoro the
amount required by federal and county officials plus 2.00 per claim
(currently 107.00) ten (10) Business Days before the filing fees are due
and payable to the applicable State, County, and the United States of
America;
.3 to pay to Platoro the Net Smelter Royalty within ten (10) Business Days
following receipt of any proceeds of sale of Valuable Minerals derived
from Subject Mining Claims unless and until the payment referred to in
3.4 is made.
3.2 Commencing on or before August 31, 2001, and continuing yearly thereafter so
long as the claims are held in the name of or for the benefit of USI, USI shall
pay Platoro a yearly fee of 2,000.00.
3.3 USI covenants and agrees to issue 10,000 common shares of USI to Platoro
within ten (10) Business Days following the execution and delivery of this
Agreement.
3.4 Notwithstanding 3.1.3, at any time on or before the expiration of six (6)
years from the date of this Agreement, USI shall be entitled to pay to Platoro
an amount equal to One Million Dollars ($1,000,000.00) less the total of all
amounts theretofore paid by USI to Platoro pursuant to this Agreement, and
thereupon USI shall forever be relieved of the obligation to pay to Platoro the
Net Smelter Royalty.
3.5 Notwithstanding 3.1.3, at any time after the expiration of six (6) years
from the date of this Agreement, USI shall be entitled to pay to Platoro an
amount equal to Two Million Dollars ($2,000,000.00) less the total of all
amounts theretofore paid by USI to Platoro pursuant to this Agreement, and
thereupon USI shall forever be relieved of the obligation to pay to Platoro the
Net Smelter Royalty.
ARTICLE 4 - TERMINATION
4.1 Notwithstanding anything contained herein and notwithstanding any provision
of law to the contrary, the failure of USI to perform any material obligation
according to the terms or provisions of this Agreement, which substantially
affect the rights of Platoro under this Agreement, shall constitute an event of
default. Upon an event of default, Platoro shall give to USI written notice of
default, specifying in reasonable detail the particular default or defaults
relied on by Platoro. USI shall have thirty (30) days after receipt of Platoro's
notice in which to contest, cure, or commence to cure (and diligently thereafter
proceed to cure) the alleged default or defaults. If USI contests that default
occurred, it shall so advise Platoro in writing within thirty (30) days after
receipt of Platoro's notice. If, within fifteen (15) days after Platoro's
receipt of USI's notice the Parties have not resolved the dispute by mutual
agreement, the issue of default may be submitted to a court of competent
3
jurisdiction, and USI shall not be deemed to be in default until the matter
shall have been determined finally by the court and all appeals have been waived
or exhausted and all periods for appeal have expired. If the judicial process
results in a final finding of default, USI shall have thirty (30) days
thereafter in which to cure or commence to cure (and diligently thereafter
proceed to cure) the default. Upon USI's failure to cure or commence to cure the
default within the time periods allowed above, Platoro may declare by written
notice to USI, a termination of this Agreement; provided however, that under no
circumstances may Platoro terminate this Agreement as a result of USI's failure
to cure and default which, by its nature, is either impossible or impracticable
to cure, in which case Platoro's sole remedy and relief shall be the recovery of
actual compensatory damages. Upon termination of this Agreement, USI shall
transfer and convey to Platoro all of USI's right, title and interest in and to
the Subject Mining Claims and in and to all Valuable Minerals therein.
4.2 It is the intention of the parties hereto that in the event of a default by
USI that is not rectified within the time specified in 4.1, the only remedy
available to Platoro shall be to compel the transfer and conveyance to Platoro
all of USI's right, title and interest in and to the Mining Claims referred to
in 2.3 and in and to all Valuable Minerals therein. For greater certainty, the
parties declare their intention that in the event of such default Platoro shall
be entitled to retain all money theretofore paid by USI to Platoro pursuant to
this Agreement as at the date of default and to retain all shares actually
issued to Platoro pursuant to this Agreement as at the date of default, but
notwithstanding anything in this Agreement or at law, Platoro shall not be
entitled to receive any payments contemplated by this Agreement which have not
then actually been made by USI to Platoro, nor any shares contemplated by USI
which have not then been issued to Platoro and Platoro shall have no claim of
any nature or kind whatsoever as against USI.
4.3 USI shall have the right, at any time and from time to time, to surrender
and terminate this Agreement, as to all of the Subject Mining Claims, by
providing to Platoro written notice at least ten (10) days prior to the
effective date of such surrender and termination. Upon such termination, USI's
right, title and interest in and to the Subject Mining Claims and in and to all
Valuable Minerals therein shall terminate, except as provided in this Agreement
to the contrary. Promptly, after termination of the Agreement as to all of the
Subject Mining Claims, USI shall provide to Platoro a duly executed and
acknowledged release of USI's interest in the Subject Mining Claims.
4.4 USI shall have the right, but not the obligation, for a period of one (1)
year after surrender or termination of this Agreement, to enter upon and remove
from the property any or all machinery, equipment, fixtures, buildings,
improvements, concentrates, ore, tailings, residue and personal property of
every kind and description erected or placed upon or extracted from the property
by USI. Any such property not removed by USI from the property within the period
allowed for removal shall become the exclusive property of Platoro and USI shall
have no further right, title, obligation, or interest therein.
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PLATORO
Platoro hereby represents and warrants to USI as follows and acknowledges that
USI is relying upon such representations and warranties in entering into this
Agreement:
5.1 Platoro is a corporation duly incorporated and organized and is validly
existing under the laws of the State of Colorado. Platoro has the requisite
corporate and legal power and authority to satisfy all of its obligations
pursuant to this Agreement and is in good standing in each jurisdiction in which
it carries on business.
5.2 Platoro has not entered into any agreement with anyone other than USI for
the locating, staking out and recording of the Subject Mining Claims .
4
5.3 There is not now outstanding against Platoro any judgment, execution, order,
injunction, decree or rule of any court, administrative agency, governmental
authority or arbitrator which affects the ability of Platoro to carry out its
obligations under this Agreement.
5.4 The execution and delivery of this Agreement by Platoro, the consummation of
the transactions contemplated hereby and the fulfilment by Platoro of the terms,
conditions and provisions hereof will not:
.1 contravene or violate or result in the breach (with or without the giving
of notice or lapse of time, or both) or acceleration of any obligations of
Platoro under:
.1 the laws to which Platoro is subject;
.2 any judgment, order, writ, injunction or decree of any court or of any
government official, agency or instrumentality which is presently
applicable to Platoro;
.3 the articles, bylaws or any resolutions of Platoro or any amendments
thereto or restatements thereof; or
.4 the provisions of any agreement, arrangement or understanding to which
Platoro is a party or by which it is bound.
5.5 Platoro has the right, power, legal capacity and authority to enter into and
perform its obligations under this Agreement and no approvals or consents of any
other persons are necessary in connection with the transactions contemplated by
this Agreement.
5.6. This Agreement has been duly authorized, executed and delivered by Platoro
and constitutes a valid and binding obligation of Platoro, enforceable against
it in accordance with its terms.
ARTICLE 6 - MISCELLANEOUS
6.1 All notices required or permitted by this Agreement shall be in writing
and delivered by hand or facsimile to:
.1 USI:
Address: Uranium Strategies Inc.
000 Xxxxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Facsimile: (000) 000-0000
With a copy to: Xxxxxxxx Xxxxxx & Xxxxxx
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
Facsimile: (000) 000-0000
6
.2 Platoro:
Address: Platoro West Incorporated
Exploration Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
X.X.X.
Facsimile: (000) 000-0000
or at such other address or fax number of which the addressee may from time to
time have notified the addressor. A notice shall be deemed to have been sent and
received on the day it is delivered by hand or on the day on which it is sent by
facsimile transmission. If such day is not a Business Day or if the notice is
received after ordinary office hours (time of place of receipt), the notice
shall be deemed to have been sent and received on the next Business Day.
6.2 Time is of the essence of every provision of this Agreement. Any extension,
waiver or variation of any provision of this Agreement shall not be deemed to
effect this provision and there shall be no implied waiver of this provision.
6.3 The parties shall do or cause to be done all such further acts and things as
may be necessary or desirable to give full effect to this Agreement.
6.4 This Agreement shall be governed by the laws of the Province of Ontario and
the laws of Canada applicable therein. Each party hereby irrevocably attorns to
the non-exclusive jurisdiction of the courts of the Province of Ontario.
6.5 This Agreement may be amended only by written agreement of the parties.
6.6 No waiver of any provision of this Agreement shall be binding unless it is
in writing. No indulgence or forbearance by a party shall constitute a waiver of
such party's right to insist upon performance in full and in a timely manner of
all covenants in this Agreement. Waiver of any provision shall not be deemed to
waive the same provision thereafter, or any other provision of this Agreement at
any time.
6.6 This Agreement and the schedules attached to this Agreement constitute the
entire agreement among the parties pertaining to all matters herein and
supersedes all prior negotiations, agreements, letters of intent,
understandings, covenants, representations, warranties and conditions with
respect thereto.
6.7 This Agreement may be executed in one or more counterparts which, together,
shall constitute one and the same Agreement. This Agreement shall not be binding
upon any party until it has been executed by each of the parties and delivered
to all other parties.
6.8.1 Except as specified in 6.8.2, neither this Agreement nor any rights or
obligations hereunder may be assigned, directly or indirectly, by Platoro
without the prior written consent of USI, which consent may be arbitrarily
withheld. Any assignment without such consent shall be null and void.
6.8.2 Notwithstanding 6.8.1, provided that the obligations in Article 2 have
been completed by Platoro, and provided that Platoro is not in default pursuant
to this Agreement, Platoro shall have the right to assign the right to receive
any payment or shares contemplated by this Agreement, but no such assignment
shall relieve Platoro of any obligation hereunder, and any such assignment shall
be subject to the equities between the parties hereto, including without
limitation USI's right of set off.
7
6.9 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors, heirs, executors, administrators,
personal representatives and permitted assigns.
6.10 This Agreement may be executed and delivered by facsimile transmission
followed by delivery of a duly executed original copy hereof, which facsimile
transmission shall be valid and binding on the parties hereto, pending receipt
by all parties of an original copy of this Agreement duly executed.
6.11 If any article, section or any portion of any section of this Agreement is
determined to be unenforceable or invalid for any reason whatsoever that
unenforceability or invalidity shall not affect the unenforceability or validity
of the remaining portions of this Agreement and such unenforceable or invalid
article, section or portion thereof shall be severed from the remainder of this
Agreement.
6.12 Each of the parties expressly disclaims any intention to create a
partnership between the parties or to constitute the other party as its agent
(except as expressly provided herein) whether as to the profits arising from
development of the Subject Mining Claims, as to title in the Subject Mining
Claims, or with respect to any other matter relating to the Subject Mining
Claims. Each party covenants with the other that it will not, at any time,
allege or claim that a partnership or agency was created between them pursuant
to the provisions of this Agreement or otherwise.
6.13 Subject to the other terms and conditions of this Agreement, USI agrees to
carry out and record or cause to be carried out and recorded all assessment
work, or pay fees in lieu of said assessment work if allowed by governmental
authorities in order to maintain the Subject Mining Claims in good standing at
all times. As between USI and Platoro, USI shall be solely responsible for any
taxes, assessments, or fees levied by any governmental authority with respect to
the Subject Mining Claims or USI's operations thereon. USI shall carry out
reclamation work required by federal or state governmental authorities resulting
from USI's activities on the Subject Mining Claims, provided that USI shall bear
no responsibility for reclamation of any disturbances or activities created by
anyone other than USI or its agents.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
Signed, Sealed and Delivered in the presence of )
) Uranium Strategies Inc.
)
) Per:
)
) ----------------------------
) Name: Xxxxxxxx Xxxxxxx
) Office: Secretary and Director
)
) Platoro West Incorporated
)
) Per:
)
) ----------------------------
) Name: Xxxxxxx X. Sheriff
) Office: President
8
