ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference July 20, 1999, is BETWEEN WET COAST CAPITAL
CORPORATION, a British Columbia company, of Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and fax (000)000-0000 ("Wet Coast"); AND
QUILCHENA RESOURCES, INC., a Nevada company, of Xxxxx 0000, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0, and fax (000)000-0000 ("Quilchena").
WET COAST has an option (the "Option") to purchase an undivided I 00% interest
in the Hi-Ho 1-10 Mining Claims, New Westminster Mining Division, 121 , 36' West
Longitude and 49 , 23', 00" Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (the
"Property") by an agreement dated July 20, 1999, attached as Schedule A to this
agreement (the "Option Agreement") and has agreed to assign its entire interest
in the Option Agreement to Quilchena; So IN CONSIDERATION of the recitals and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. This agreement is effective on July 20, 1999 (the "Effective Date").
3. Wet Coast irrevocably assigns Its entire interest in the Option Agreement
to Quilchena as of the Effective Date for US$ I 0,000 (the "Price").
4. Wet Coast represents and warrants that it may assign the Option Agreement
and that it has granted no other party any right to acquire any of its interest
in the Option Agreement.
5. Wet Coast represents and warrants that it has made the CDN$7,500 option
payment referred to in paragraph 3(b) of the Option Agreement.
6. Quilchena acknowledges that in order to exercise the Option, it is
required to finance the work program on the Property referred to in paragraph
3(a) of the Option Agreement.
7. Quilchena acknowledges that this agreement was prepared by Jeffs &
Company, Law Corporation, on behalf of and solely for Wet Coast, and that it may
contain terms and conditions onerous to Quilchena. Quilchena expressly
acknowledges that Wet Coast has given Quilchena adequate time to review this
agreement and to seek and obtain independent legal advice, and represents to Wet
Coast that it has in fact sought and obtained independent legal advice and is
satisfied with all of the terms and conditions of this agreement.
8. This agreement contains the entire agreement between the parties and
supersedes all earlier representations, understandings and agreements, whether
written or oral, express or implied, that might have lead to the parties making
this agreement.
9. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
10. Time is of the essence of this agreement and of any amendments to this
agreement unless it is expressly waived in the amendment.
11. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
12. This agreement enures to the benefit of and is binding on the parties
and their respective successors and permitted assigns.
13. This agreement may be executed in any number of separate counterparts
and may be delivered to the parties by fax, and the counterparts together are
deemed to be one original document.
THE PARTIES' SIGNATURE'S are evidence of their agreement.
WEST COAST CAPITAL CORPORATION
Per:
Authorized Signatory
QUILCHENA RESOURCES, INC.
Per:
Authorized Signatory
SCHEDULE "A"
OPTION AGREEMENT
This agreement is dated for reference July 20, 1999.
BETWEEN: Wet Coast Capital Corporation, a British Columbia company, of Xxxxx
000, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and fax
(000) 000-0000
("Wet Coast")
AND: XXXXX XXXXXX, a mining engineer, of 0000 - 00"' Xxxxxx, Xxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, and fax (000)000-0000
(the "Optionor")
RECITALS
A. The Optionor has an undivided 100% interest in Hi-Ho 1-10 Mining
Claims, New Westminster Mining Division, 121 , 36' West Longitude and 49 ', 23',
00" Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (the "Property").
B. Wet Coast wants the exclusive and irrevocable right to acquire 100%
of the Optionor's interest in the Property.
IN CONSIDERATION of the recitals and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2 . The Optionor grants Wet Coast an option to acquire a 100% undivided
interest in the Property (the "Option").
3. To exercise the Option, Wet Coast must:
(a) finance the work program recommended for the Property in the initial
report of Xxxxxxx X. Xxxxxx, Consulting Geologist, dated March 11, 1999 (the
"Work Program") within 12 months of the date of this agreement (the "Work
Period"); and
(b) pay the Optionor CDN$7,500 within 18 months of the date of this
agreement (the "Option Period").
4. The Optionor will perform the Work Program and provide an engineering
report that satisfies Wet Coast within two months of his completing the Work
Program or the end of the Work Period, whichever is earlier.
5. Wet Coast may transfer, assign, grant an option to purchase or otherwise
alienate its rights and obligations under this agreement.
6. Wet Coast and its employees, agents, independent contractors, and
assignees may have full access to the Property during the Option Period.
7. Wet Coast may terminate this agreement at any time during the Option
Period by giving written notice of its intention to terminate by fax to the
Optionor's fax number as soon as Wet Coast arrives at its decision to terminate.
No monies already paid by Wet Coast under this agreement are refundable and Wet
Coast is entitled to no interest in the Property if this agreement is terminated
by Wet Coast during the Option Period.
8. During the Option Period, the Optionor will:
(a) do nothing that might adversely affect Wet Coast's rights under this
agreement, and
(b) keep the Property free and clear of any claims and in good standing with
applicable government authorities.
9. During the Option Period, Wet Coast will:
(a) conduct all work on the Property in a careful and miner-like manner and
in compliance with all applicable laws, and
(b) obtain and maintain and cause any contractor or sub-contractor engaged
under this agreement to obtain and maintain adequate insurance during any period
in which active work is carried out on the Property.
10. Each party represents and warrants to the other that:
(a) it has the power and authority to carry on its business and to make this
agreement and any agreement that is contemplated by this agreement, and
(b) the making of this agreement and any agreements contemplated by it does
not violate or breach its constating documents or the laws of any applicable
jurisdiction and has been authorized by its board of directors.
11. The Optionor represents and warrants that:
(a) title to the Property is free and clear of any claims or charges, either
actual, pending or threatened,
(b) the Property is not subject to any order or direction relating to
environmental matters that requires any action,
(c) he has the exclusive right to make this agreement, and to dispose of the
Interest in the Property in accordance with the terms of this agreement.
12. The representations and warranties of the parties are conditions on
which the parties have relied in making this agreement and survive the
exercising of the Option.
13. The Optionor acknowledges that this agreement was prepared by Jeffs &
Company, Law Corporation, on behalf of and solely for Wet Coast, and that it may
contain terms and conditions onerous to the Optionor. The Optionor expressly
acknowledges that Wet Coast has given the Optionor adequate time to review this
agreement and to seek and obtain independent legal advice, and he represents to
Wet Coast that he has in fact sought and obtained independent legal advice and
is satisfied with all of the terms and conditions of this agreement.
14. This agreement contains the entire agreement among the parties and
supersedes all earlier representations, understandings and agreements, whether
written or oral, express or implied, that might have lead to the parties' making
this agreement.
15. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
16. Time is of the essence of this agreement and is of the essence of any
amendments to this agreement unless its essence is waived in the amendment.
17. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
18. This agreement enures to the benefit of and is binding on the parties
and their respective successors and permitted assigns.
19. This agreement may be executed in any number of separate counterparts
and delivered to the parties by fax. The counterparts together are deemed to be
one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORPORATION
Per:
Authorized Signatory
Signed by Xxxxx Xxxxxx in the presence of:
"Xxxxx X. Xxxxx" "Xxxxx Xxxxxx
------------------------ -------------------
Signature of Witness Xxxxx Xxxxxx
Xxxxx X. Xxxxx
Name of Witness
Address of Witness
