ASSET PURCHASE AGREEMENT
THIS
AGREEMENT dated
the
20th
day of March 2007.
BETWEEN:
COAL
HARBOUR CONSULTING INC.
(the
“Vendor”)
OF
THE FIRST PART
AND:
FORTE
METAL INC.
(the
“Purchaser”)
OF
THE SECOND PART
WHEREAS:
A. The
Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the “Claims”),
collectively called Jervis
Moly Property
Claims
of the Vendor are more particularly described in Schedule “A” attached hereto
and forming part of this Agreement;
B. The
Vendor has agreed to sell and the Purchaser has agreed to purchase all of the
Claims of the Vendor in accordance with the terms of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the terms and covenants herein and other good and valuable
consideration, the receipt and sufficiency of which each party acknowledges,
the
parties hereto agree as follows:
1. PURCHASE
AND SALE OF ASSETS
1.1 Sale
of Assets.
Subject
to the terms and conditions of this Agreement, the Vendor hereby sells to the
Purchaser, and the Purchaser hereby purchases the Vendor’s Claims.
1.2 Purchase
Price.
The
purchase price payable by the Purchaser to the Vendor for the Vendor’s Claims is
USD $20,000 (the
“Purchase
Price”).
If
applicable, subject to a carried 3% Net Smelter Royalty as described in Schedule
“A”.
1.3 Payment
of the Purchase Price.
The
Purchase Price will be paid immediately on delivery of property report, by
check
or wire order.
2. COVENANTS
OF THE PARTIES
2.1 Covenants.
The
parties undertake to keep the information with respect to this Agreement, the
terms herein, and any related, underlying or subsequent agreements (the
“Information”)
confidential and not to directly or indirectly disclose the Information at
any
time to any person or persons or use the Information for any purpose
whatsoever.
3. REPRESENTATIONS
OF THE VENDOR
3.1 Representations.
The
Vendor represents and warrants to the Purchaser as follows, with the intent
that
the Purchaser will rely on the representations in entering into this Agreement,
and in concluding the purchase and sale contemplated by this
Agreement:
(a)
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Capacity
to Sell.
The Vendor is Coal Harbour Consulting Inc., having the power and
capacity
to own and dispose of the Claims, and to enter into this Agreement
and
carry out its terms to the full
extent;
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(b)
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Authority
to Sell.
The execution and delivery of this Agreement, and the completion
of the
transaction contemplated by this Agreement has been duly and validly
authorized by all necessary corporate action on the part of the Vendor,
and this Agreement constitutes a legal, valid and binding obligation
of
the Vendor enforceable against the Vendor in accordance with its
terms
except as may be limited by laws of general application affecting
the
rights of creditors;
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(c)
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Litigation.
There is no litigation or administrative or governmental proceeding
or
inquiry pending or, to the knowledge of the Vendor, threatened against
or
relating to the Claims, nor does the Vendor know of or have reasonable
grounds that there is any basis for any such action, proceeding or
inquiry;
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(d)
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Good
Standing.
Prior to closing this Agreement, the Vendor has maintained, as required,
the Claims in good standing.
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4. REPRESENTATIONS
OF THE PURCHASER
4.1 Representations.
The
Purchaser represents and warrants to the Vendor as follows, with the intent
that
the Vendor will rely on these representations and warranties in entering into
this Agreement, and in concluding the purchase and sale contemplated by this
Agreement:
(a)
Status
of Purchaser.
The
Purchaser is a corporation duly incorporated, validly existing and in good
standing and has the power and capacity to enter into this Agreement and carry
out its terms; and
(b) Authority
to Purchase.
The
execution and delivery of this Agreement and the completion of the transaction
contemplated by this Agreement has been duly and validly authorized by all
necessary corporate action on the part of the Purchaser, and this Agreement
constitutes a legal, valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms except as limited by laws
of
general application affecting the rights of creditors.
5.
TRANSFER
OF ASSETS
5.1 Transfer
of Property.
The Purchaser must provide written instructions to the Vendor if the Purchaser
wishes to transfer the claims into the Purchaser’s name. The instructions
should include the claims, tenures, and property name, as well as the full
name
and mineral license of the Purchaser.
5.2. Vendor’s
Maintenance of Property.
The
Purchaser may request the Vendor to maintain the claims on the Purchaser’s
behalf, or if the Purchaser does not provide written instruction to transfer
the
claims, then the Vendor will maintain the claims for the Purchaser. The
Vendor will charge a maintenance fee to maintain the claims on the Purchaser’s
behalf. If the Purchaser does not pay the maintenance fee the Vendor
reserves the right to let the claims lapse or expire.
6. SURVIVAL
OF REPRESENTATIONS AND COVENANTS
6.1 Vendor's
Representations and Covenants.
All
representations, covenants and agreements made by the Vendor in this Agreement
or under this Agreement will, unless otherwise expressly stated, survive closing
and any investigation at any time made by or on behalf of the Purchaser will
continue in full force and effect for the benefit of the Purchaser.
6.2 Purchaser’s
Representations and Covenants.
All
representations, covenants and agreements made by the Purchaser in this
Agreement or under this Agreement will, unless otherwise expressly stated,
survive closing and any investigation at any time made by or on behalf of the
Vendor and will continue in full force and effect for the benefit of the
Vendor.
7. GENERAL
7.1 Governing
Law.
This
Agreement and each of the documents contemplated by or delivered under or in
connection with this Agreement are governed exclusively by, and are to be
enforced, construed and interpreted exclusively in accordance with the laws
of
British Columbia which will be deemed to be the proper law of the
Agreement.
7.2 Professional
Fees.
Each of
the parties will bear the fees and disbursements of their respective lawyers,
advisers and consultants engaged by them respectively in connection with the
transactions contemplated by this Agreement prior to the closing.
7.3 Enurement.
This
Agreement enures to the benefit of and binds the parties and their respective
successors and permitted assigns.
7.4 Notice.
All
notices required or permitted to be given under this Agreement will be in
writing and personally delivered to the address of the intended recipient set
out on the first page of this Agreement or at such other address as may from
time to time be notified by any of the parties in the manner provided in this
Agreement.
7.5
Further
Assurances.
The
parties will execute and deliver all further documents and take all further
action reasonably necessary or appropriate to give effect to the provisions
and
intent of this Agreement and to complete the transactions contemplated by this
Agreement.
7.6 Remedies
Cumulative.
The
rights and remedies under this Agreement are cumulative and are in addition
to
and not in substitution for any other rights and remedies available at law
or in
equity or otherwise. Any party to this Agreement may terminate this Agreement
if
any other party is in breach of or defaults under any material term or condition
of this Agreement or has made a material misrepresentation in this Agreement.
No
single or partial exercise by a party of any right or remedy precludes or
otherwise affects the exercise of any other right or remedy to which that party
may be entitled.
7.7 Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties and there are
no
representations, express or implied, statutory or otherwise and no collateral
agreements other than as expressly set out or referred to in this
Agreement.
7.8 Headings.
The
division of this Agreement into sections and the insertion of headings are
for
convenience only and do not form part of this Agreement and will not be used
to
interpret, define or limit the scope, extent or intent of this
Agreement.
7.9 Severability.
Each
provision of this Agreement is severable. If any provision of this Agreement
is
or becomes illegal, invalid or unenforceable, the illegality, invalidity or
unenforceability of that provision will not affect the legality, validity or
enforceability of the remaining provisions of this Agreement.
7.10 Schedules.
The
Schedules attached hereto form an integral part of this
Agreement.
7.11Time
of the Essence.
Time
will be of the essence of this Agreement.
7.12 Counterparts.
This
Agreement and all documents contemplated by or delivered in connection with
this
Agreement may be executed and delivered by facsimile or original and in any
number of counterparts, and each executed counterpart will be considered to
be
an original. All executed counterparts taken together will constitute one
agreement.
IN
WITNESS WHEREOF
the
parties have duly executed this Agreement by their duly authorized officers
effective the day, month and year written above.
VENDOR:
COAL HARBOUR CONSULTING INC.
PURCHASER:
FORTE METALS INC.
Per:
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By: | /s/ Xxxxx Xxxx | |
XXXXX XXXX, Director |
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SCHEDULE
“A”
THIS
IS SCHEDULE “A”
to the
Asset Purchase Agreement.
ASSET
DETAILS:
Mineral
Claims: 549244
Claims
collectively called:
Jervis
Moly Property
Executive
Summary:
1.
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The
Jervis Moly Property is located near the head of Jervis Inlet, about
000
xx xxxxxxxxx xx Xxxxxxxxx, XX. Access is by helicopter or float plane
from
Vancouver or Sechelt, or by boat from Egmont or Xxxxxx Harbour on
the
Sechelt Peninsula. The Jervis Moly Property comprises one MTO mineral
claim containing nine cell claim units totaling 186.506
hectares.
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2.
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The
Upper Jervis Inlet area is underlain by a variety of Jurassic to
Tertiary
age granitic intrusives of the Coast Plutonic Complex. The granitic
rocks
intrude and metamorphose Jurassic to Lower Cretaceous argillaceous
sediments and andesitic to felsic volcanics of the Gambier Group.
The
Gambier Group hosts the 60 MT Britannia copper, zinc, lead, silver,
gold
deposit on Xxxx Sound about 80 km to the southeast. The intrusive
suite is
known to host economic concentrations of copper and molybdenum, such
as at
the Gambier Island and OK porphyry copper deposits.
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3.
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The
Jervis Moly Property hosts a “Climax-Type” porphyry molybdenum deposit
with spectacular molybdenum grades in some areas. Copper mineralization
has been located but has not been found to form in economic
concentrations. The widely mineralized area has the potential to
host an
economic porphyry molybdenum deposit, but requires more exploration
to
prove or disprove this possibility.
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4. | A two-phase proposed work program includes construction of a control grid, geological mapping and rock sampling, a silt geochemical sampling program and trenching. Based on a compilation of these results, a diamond drill program will be designed to explore and define the potential resources. |