Exhibit 10.19
TRANSFER OF LAKE OWEN OPTION AGREEMENT
THIS TRANSFER OF THE LAKE OWEN OPTION AGREEMENT (the "Agreement") is
made and entered into this day of February, 2002, (the "Effective Date") by and
between General Minerals Corporation, a Delaware corporation ("General
Minerals"), Trend Mining Company, a Delaware corporation ("Trend"), Xxx Xxxx, an
individual ("Xxxx"), and Xxxxxx Xxxxxxx, an individual ("Xxxxxxx").
RECITALS
Reference is made to the Agreement (the "Lake Owen Option Agreement"),
effective as of July 27, 1999, between General Minerals and Trend, and to an
Amendment to the Lake Owen Option Agreement (the "Lake Owen Amendment) effective
as of June 12, 2000, between General Minerals and Trend. Pursuant to the Lake
Owen Option Agreement, General Minerals now desires to transfer its interest in
the Lake Owen Option Agreement and Lake Owen Amendment to third parties Xxxx and
Xxxxxxx.
AGREEMENT
NOW THEREFORE, for good and valuable consideration of $89,107.00, the
receipt and sufficiency of which is hereby acknowledged, General Minerals,
Trend, Xxxx, and Xxxxxxx hereby agree as follows:
1) As of the Effective Date all of the interest held by General
Minerals in the Lake Owen Option Agreement, as modified by the
Lake Owen Amendment, is hereby irrevocably transferred to Xxxx
and Xxxxxxx, who as individuals shall henceforth have an equal
interest in said rights and interests.
2) Pursuant to the Article XIV.2 of the Agreement, Trend hereby
affirmatively waives any and all notice requirements and
pre-emptive rights it may have by virtue of said Article, and
affirmatively states that it has no objection to the transfer
of this interest.
3) The Royalty, as that termed is defined in the Lake Owen Option
Agreement, Article I, shall be retained by Chevron
Corporation, and to the extent it may be entitled, by General
Minerals.
4) Each party will be responsible for its own expenses in
connection with all matters relating to the transactions
described herein including but not limited to legal fees,
broker fees, and other expenses except that any escrow fees
shall be shared equally by the parties.
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5) This Agreement contains the entire agreement and understanding
between the parties. This Agreement shall be governed and
interpreted in accordance with the laws of Colorado. Any
disputes arising out of this Agreement shall be settled by
mandatory and binding arbitration in the State of Colorado.
6) This Agreement may be executed by facsimile and in two or more
counterparts, each of which shall be deemed to be an original,
and all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Transfer
Agreement and made it effective as of the date first written above.
GENERAL MINERALS CORPORATION, TREND MINING COMPANY,
a Delaware corporation a Delaware corporation
By:/s/ Xxxxx Xxxxx By:/s/ Xxxx Xxxxxxx
Name: Xxxxx Xxxxx Name: Xxxx Xxxxxxx
Title: President Title: President
___________________________ _____________________________
Xxx Xxxx, an Individual Xxxxxx Xxxxxxx, an Individual
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