MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 31, 2005.
BETWEEN:
KLONDIKE BAY RESOURCES, of 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxx, X0X 0X0; and
(the "Vendor")
OF THE FIRST PART
AND:
XXXXXXXX LAKE MINING INC., a company incorporated pursuant
to the laws of Nevada with an office at 0000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the owner of one mining claim consisting of
twelve units covering 192 hectares located approximately 00 xxxxxxxxxx xxxxxxxxx
xx xxx Xxxx xx Xxxxxxx in the Scadding Township of Ontario, known as the Little
Bonanza Property and recorded under claim number S-3018927 (the "Claim");
B. The Vendor has agreed to sell and the Purchaser has agreed
to purchase a 100% right, interest and title in and to the Claim upon the
terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the registered and beneficial owner of the
Claim and holds the right to transfer title to the Claim and
to explore and develop the Claim;
(b) The Vendor holds the Claim free and clear of all liens,
charges and claim of others, and the Vendor has a free and
unimpeded right of access to the Claim and has use of the
Claim surface for the herein purposes;
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(c) The Claim has been duly and validly located and
recorded in a good and miner-like manner pursuant to the laws
of Ontario and is in good standing in Ontario as of the date
of this Agreement;
(d) There are no adverse claims or challenges against or to
the Vendor's ownership of or title to the Claim nor to the
knowledge of the Vendor is there any basis therefore, and
there are no outstanding agreements or options to acquire or
purchase the Claim or any portion thereof;
(e) The Vendor has the full right, authority and capacity
to enter into this Agreement without first obtaining the
consent of any other person or body corporate and the
consummation of the transaction herein contemplated will not
conflict with or result in any breach of any covenants or
agreements contained in, or constitute a default under, or
result in the creation of any encumbrance under the provisions
of any indenture, agreement or other instrument whatsoever to
which the Vendor is a party or by which he is bound or to
which he is subject; and
(f) No proceedings are pending for, and the Vendor is
unaware of any basis for, the institution of any proceedings
which could lead to the placing of either Vendor in
bankruptcy, or in any position similar to bankruptcy.
1.2 The representations and warranties of the
Vendor set out in paragraph 1.1 above form a part of this
Agreement and are conditions upon which the Purchaser has
relied in entering into this Agreement and shall survive the
acquisition of any interest in the Claim by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.
3. SALE OF CLAIM
The Vendor hereby sells, grants and devises to the Purchaser a
100% undivided right, title and interest in and to the Claim in consideration of
the Purchaser paying $7,000 to the Vendor upon the closing of this Agreement.
4. CLOSING
The sale and purchase of the interest in the Claim shall be
closed concurrently with the execution of this Agreement.
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5. COVENANTS OF THE PURCHASER
The Purchaser shall perform all work on the Claim in a
miner-like manner and shall comply with all laws, regulations and permitting
requirements of Canada and Ontario including compliance with all:
(a) environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
7. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reason of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
reasons beyond the control of the Purchaser, the time limited for the
performance of the various provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay, and the Purchaser, insofar as is possible, shall promptly give
written notice to the Vendor of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps to
remove the cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.
9. NOTICE
9.1 Any notice required to be given under this Agreement shall
be deemed to be well and sufficiently given if delivered to the other party at
its respective address first noted above, and any notice given as aforesaid
shall be deemed to have been given, if delivered, when delivered, or if mailed,
on the fourth business day after the date of mailing thereof.
9.2 Either party may from time to time by notice in writing
change its address for the purpose of this paragraph.
10. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.
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11. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
12. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
13. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
14. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United States of America.
15. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in this
Agreement shall constitute a violation or breach of the entire instrument or
Agreement and shall constitute the basis for cancellation or termination.
16. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws prevailing in the Province of British
Columbia.
17. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
XXXXXXXX LAKE MINING INC.
/s/ Xxxxx Xxxxx per: /s/ Xxxx Xxxxxxx
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Authorized Signatory Xxxx Xxxxxxx, President
Klondike Bay Resources
