MINERAL PROPERTY OPTION AGREEMENT
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT is dated the 15thday of March, 2005.
BETWEEN:
Entourage Mining Ltd., a company
duly incorporated in the Province of British Columbia, having an
office at 614 – 000 Xxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0 |
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(“Entourage”)
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OF THE FIRST PART |
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AND: | |
XXXX XXXXXX, Professional geologist
and businessman, in the Province of British Columbia, having an office
at 6498 – 128B Street, Surrey, British Columbia |
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(the “Owner”) |
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OF THE SECOND PART |
WHEREAS
A. | The Owner owns certain mineral property interests
(commonly referred to as the “Xxxxx Property”) located
in south-central Quebec, which mineral property interests are more particularly
described in Schedule “A” attached hereto which forms a material
part of this Agreement; and |
B. | The Owner wishes to grant an option to Entourage
to acquire a one hundred percent (100%) undivided beneficial right, title
and interest in and to the Xxxxx Property (as hereinafter defined), and
Entourage wishes to acquire the same on the terms and conditions set forth
herein. |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
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1. | DEFINITIONS |
1.1 | In this Agreement and in the Schedules and the recitals
hereto, unless the context otherwise requires, the following expressions
shall have the following meanings: |
"Xxxxx Property"(the 'Property')
means those mineral claims described in Schedule "A" hereto, together
with all prospecting, research, exploration, exploitation, operating and
mining permits, licenses and leases associated therewith, mineral, surface,
water and ancillary or appurtenant rights attached or accruing thereto,
and any mining license or other form of substitute or successor mineral
title or interest granted, obtained or issued in connection with or in
place of or in substitution for any such Property. |
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“Execution Date” means the date
the parties hereto have executed this Agreement. |
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“Expenditures” means all expenses,
obligations and liabilities of whatever kind or nature spent or incurred
directly or indirectly by Entourage from the date hereof in connection
with the exploration and development of the Property; including monies
expended in maintaining the Property in good standing and in applying
for and securing all necessary leases or permits; monies expended toward
all taxes, fees and rentals; monies expended in doing and filing assessment
work; expenses paid for or incurred in connection with any program of
surface or underground prospecting, exploring, geophysical, geochemical
and geological surveying, drilling and drifting, raising and other underground
work, assaying and metallurgical testing and engineering, environmental
studies, data preparation and analysis; costs of acquiring or preparing
research materials, technical or geological reports and data; costs of
paying the fees, wages, salaries, traveling expenses, of all persons engaged
directly in work with respect to and for the benefit of the Property,
in paying for the food, lodging and other reasonable needs of such persons;
and including a charge in lieu of overhead, management and other unallowable
costs equal to ten (10%) percent of all such expenditures. |
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“Option” has the meaning ascribed
to it in section 2.1 below. |
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“NSR Royalty” has the meaning
ascribed to it in section 2.5 below. |
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“Shares” mean common shares in
the capital stock of Entourage or any successor company resulting from
any merger, amalgamation or other corporate reorganization(s) of Entourage.
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“Title Dispute” shall have the
meaning ascribed to it in section 13.1. |
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2. | GRANT OF OPTION | ||
2.1 | The Owner hereby gives and grants to Entourage
the sole and exclusive right and option (the "Option") to acquire
from the Owner a one hundred percent (100%) undivided beneficial right,
title and interest in and to the Property (subject to the NSR Royalty
reserved to the Owner as referred to in section 2.5) in accordance with
the terms of this Agreement. |
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2.2 | In order to exercise the Option and to
earn its interest in the Property, Entourage shall: |
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(a) | issue and deliver to the Owner a total
of 750,000 Shares as follows: |
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(i) | 125,000 Shares within ten business days of the date
of approval of this Agreement by both parties; |
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(ii) | an additional 125,000 Shares on or before March
15, 2006; |
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(iii) | an additional 250,000 Shares on or before March
15, 2007; and |
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(iv) | an additional 250,000 Shares on or before March
15, 2008; |
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(b) | make cash payments to the Owner of a total
of $220,000 as follows: |
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(i) | Thirty-five thousand ($35,000) dollars on the
Execution Date, less the sum of five thousand ($5,000) which is non-refundable,
which has been received by the Owner and the receipt of which is hereby
acknowledged by the Owner; |
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(ii) | an additional thirty-five thousand ($35,000)
dollars on or before March 15, 2006; |
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(iii) | an additional seventy-five thousand ($75,000)
dollars on or before March 15, 2007; |
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(iv) | an additional seventy-five thousand ($75,000)
dollars on or before March 15, 2008; and |
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(c) | subject to section 2.4 below, incur at
least one million ($1,000,000) dollars of Expenditures on the Property,
as follows: |
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(i) | two hundred thousand ($200,000) dollars on or
before the first anniversary date of the Execution Date; |
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(ii) | an additional three hundred thousand ($300,000)
dollars on or before the second anniversary date of the Execution Date;
and |
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(iii) | an additional five hundred thousand
($500,000) dollars on or before the third anniversary date of the
Execution Date. |
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The issuance of 750,000 Shares, the cash
payments totaling $220,000 and the requisite $1,000,000 in Expenditures
required to exercise the Option, all as set out above, are herein collectively
referred to as the “Option Price”. |
2.3 | Any Shares delivered, cash payments made, or Expenditures
incurred toward the Option Price that is over and above that required
to be made during a particular time period in section 2.2 shall be carried
forward and applied against the required payment in the subsequent period(s).
Once all shares are delivered and cash payments made Entourage will have
delivered the consideration comprising the Option Price; as such, any
remaining requisite Expenditure requirements will cease and Entourage
will earn a 100% undivided beneficial right, title and interest in the
Property (subject to the NSR Royalty reserved to the Owner as referred
to in section 2.7). |
2.4 | Subject to sections 13.1 and 13.2, should Entourage
fail to deliver the consideration comprising the Option Price within the
time periods set forth herein, the Owner shall provide Entourage with
written notice of default and Entourage shall have a period of 45 days
following receipt of such notice of default to rectify the same, failing
which the Option and this Agreement shall automatically terminate at the
end of such 45 day notice period without further notice from the Owner.
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2.5.1 | The purchase and sale of the Property is subject
to a 2.5% net smelter return royalty (“NSR Royalty”)
in favour of the Owner, which NSR Royalty shall be calculated in accordance
with the formula set out in Schedule “B” attached hereto and
forming a material part of this Agreement. Entourage may, from time to
time, purchase up to three-fifths (i.e., 1.5% NSR Royalty) of the NSR
Royalty for one million seven hundred fifty thousand dollars ($1,750,000)
on the basis of one hundred thousand dollars for each one-tenth percent
of the NSR Royalty (i.e., $100,000 per 0.1% NSR Royalty) acquired
on the first two-fifths of the NSR Royalty (i.e, the first 1.0% NSR Royalty),
and one hundred fifty ($150,000) dollars for each one-tenth percent
of the NSR Royalty (i.e., $150,000 per 0.1% NSR Royalty) thereafter
for the remaining NSR Royalty (i.e., the remaining 0.5% NSR Royalty).
To exercise its option to purchase the NSR Royalty or any portion thereof,
Entourage must provide the Owner with at least 30 days advance written
notice of its intention to do so, and must close upon each purchase within
60 days of each notice. This option to purchase the three-fifths of the
NSR Royalty may be exercised in whole or in part; exercise may occur in
portions and the purchase option survives the term of this agreement and
the exercise of the Option on the Xxxxx Property. |
2.6 | This Agreement is an option only and after the Optionee has paid the sum of |
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$35,000 ($5,000 of which has been paid) and
issued 125,000 shares of Entourage to the Owner; any further payments,
share allotments and issuances and the making of any Expenditures are
entirely at the election of Entourage. |
2.7 | Entourage has the right, at any time,
to prepay or accelerate payment of, the Option Price. |
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3. | ACQUISITION OF INTEREST IN THE PROPERTY
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3.1 | At such time as Entourage has paid to
the Owner the Option Price in accordance with sections 2.2 and 2.3 above,
within the time periods specified therein, the Option shall be deemed
to have been exercised by Entourage and Entourage shall have thereby,
without any further act, acquired a one hundred percent (100%) undivided
beneficial right, title and interest in and to the Property. |
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3.2 | Subsequent to the signing of this Agreement,
should the Owner or the Optionee acquire any interest in and to any mineral
claims (mineral claims that are not included in Schedule "A" or have been
acquired by the Owner previous to signing this Agreement) within 5km of
the existing Property boundary line, such additional mineral claims will
become part of the Property for the purposes of this Agreement. |
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4. | REGISTRATION AND TRANSFER OR PROPERTY
INTERESTS |
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4.1 | Upon the request of Entourage after execution
of the Agreement and at any time during the term of this Agreement, the
Owner shall assist Entourage to record this Agreement with the appropriate
mining recorder. |
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4.2 | The Owner shall further provide Entourage
with such recordable transfers as Entourage and its counsel shall require
in order to record its due interests in respect of the Property upon exercise
of the Option. |
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5. | REPRESENTATIONS AND WARRANTIES
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5.1 | Entourage represents and warrants to the
Owner that: |
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(a) | it has full power and authority to enter into and
perform its obligations under this Agreement and any agreement or instrument
referred to or contemplated by this Agreement; |
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(b) | all necessary corporate approvals have been, or
will be obtained and are, or will be in effect with respect to the transactions
contemplated hereby; |
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(c) | neither the execution and delivery of this Agreement
nor any of the agreements contemplated hereby, nor the consummation of
the transactions hereby contemplated conflict with, result in the breach
of or accelerate the performance required by any agreement to which it
is a party; and |
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(d) | upon issuance, the Shares shall be validly issued
as fully paid and non- assessable common shares of the Company. |
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5.2 | The Owner hereby represents and warrants
to Entourage that: |
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(a) | he has full power, capacity and authority to enter
into and perform his obligations under this Agreement and any agreement
or instrument referred to or contemplated herein; |
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(b) | neither the execution and delivery of this Agreement
nor any of the agreements referred to herein or contemplated hereby, nor
the consummation of the transactions hereby contemplated conflict with,
result in the breach of or accelerate the performance required by any
agreement to which he is a party; |
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(c) | he is the legal and beneficial owner of all of the
mineral interests comprising the Property, free and clear of all liens,
charges and encumbrances and no taxes, claim or other maintenance fees
or rentals are due with respect to the Property and the Property is current
in assessment work due; |
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(d) | the Property is accurately described in Schedule
"A" attached hereto; |
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(e) | each of the mineral claims comprising the Property
has been duly and validly granted to or staked by the Owner, and is properly
located and recorded with the appropriate mining authorities pursuant
to all applicable laws and regulations of the jurisdiction in which the
Property is situate. |
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(f) | to the best of his knowledge, there are no restrictions
on the exploitation of minerals on the Property; |
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(g) | the Owner has the exclusive right to enter into
this Agreement and has all necessary authority to dispose of his interests
in and to the Property in accordance with the terms of this Agreement;
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(h) | to the best of his knowledge, there are no adverse
claims or challenges against or to the ownership of or title to any of
the mineral interests comprising the Property or which may impede development,
nor to the knowledge of the Owner is there any basis for any potential
claim or challenge, and there are no outstanding agreements or options
to acquire or purchase the Property or any portion thereof, and no persons
have any royalty, net profits or other interests whatsoever in production
from any of the mineral interests comprising the Property; |
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(i) | there are no pending or threatened actions, suits,
claims or proceedings regarding the Property or any portion thereof of
which the Owner is aware; and |
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(j) | the Owner has the full right and authority to exercise
the Owner’s rights and remedies under this Agreement, to waive any
default of Entourage under this Agreement, to exercise any and all claims
which the Owner may have as against Entourage under this Agreement and
to collect, distribute and account for any and all payments and issuances
made by Entourage to the Owner under this Agreement, and; |
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(k) | there is no material environmental liability outstanding
nor is there any outstanding reclamation work which is needed to be performed
on the property, nor |
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(l) | is the Owner a party, now or in the past, to any
other agreements(s) transferring an interest in the property. |
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5.3 | The representations and warranties hereinbefore
set out are conditions on which the parties have relied in entering into
this Agreement and shall survive the acquisition of any interest in the
Property by Entourage and each of the parties shall indemnify and save
the other harmless from all loss, damage, costs, actions and suits arising
out of or in connection with any breach of any representation, warranty,
covenant, agreement or condition made by it and contained in this Agreement.
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6. | COVENANTS OF THE OWNER |
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6.1 | While the Option remains outstanding,
the Owner covenants and agrees with Entourage to: |
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(a) | for so long as Entourage is not in default hereunder,
not do any act or thing which would in any way adversely affect the rights
of Entourage hereunder; |
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(b) | make available to Entourage and its representatives
all records, maps, reports, drill core and files in its possession relating
to the Property and permit Entourage and its representatives at their
own risk and expense to take abstracts there from and make copies thereof;
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(c) | co-operate as reasonably necessary with Entourage in obtaining any access, surface and other rights on or related to the Property as Entourage reasonably deems desirable; and | |
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(d) | promptly provide Entourage with any and all notices
and correspondence received by the Owner from any relevant government
agencies in respect of the Property; and |
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(e) | indemnify Entourage for any work done by Owner or
Owner as agent for On Track Exploration Ltd. |
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7. | PRE-EXERCISE ACTIVITIES
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7.1 | Prior to exercise of the Option, Entourage
shall have full right, power and authority to do everything necessary
or desirable in accordance with good mining practice in connection with
the exploration and development of the Property, including without limiting
the generality of the foregoing, the exclusive right to: |
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(a) | enter the Property and have exclusive and quiet
possession of the Property, to regulate access to the Property, as well
as the use and enjoyment thereof without interruption by or disturbance
from the Owner, or any person claiming by, through or under the Owner;
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(b) | do such prospecting, exploration, development, exploitation
and other mining work thereon and thereunder as Entourage may in its sole
discretion consider advisable or desirable subject to the approval of
all applicable laws and regulations and act as Operator of the property
as the term Operator is commonly understood in the mining industry |
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(c) | bring and erect upon the Property such equipment
and facilities as Entourage may in its sole discretion consider advisable
or desirable; |
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(d) | remove materials from the Property for the purposes
of assaying and testing, bulk sampling or otherwise as Entourage may in
its sole discretion consider advisable or desirable, and dispose of such
materials by way of sale or otherwise as Entourage may in its sole discretion
consider advisable or desirable; and |
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(f) | participate with the Owner in negotiating such agreements
as may be necessary or in Entourage’s best interests with the owners
of and other persons having interests in the Property concerning surface
or access rights affecting the Property, provided that if and to the extent
that the Owner has any such rights affecting the Property, such rights
are hereby included in the Property and are subject to the Option hereunder;
and |
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(g) | to bring third parties and contractors on the property
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7.2 | Prior to exercise of the Option, Entourage
shall have the following duties and obligations: |
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(a) | To manage, direct and control all exploration, development
and production operations in, on and under the Property in a prudent and
workmanlike manner, and in compliance with all applicable laws, rules,
orders and regulations; |
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(b) | Subject to the terms and conditions of this Agreement,
to pay all taxes, rentals and maintenance fees on the Property as may
be necessary to keep the Property in good standing and free and clear
of liens, charges and encumbrances of every character arising from operations
hereunder (except liens for taxes not yet due, and other claims and liens
contested in good faith by Entourage) and to proceed with all diligence
to contest or discharge any lien that is filed; |
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(c) | file all applicable work for assessment credits
against the respective claims comprising the Property. Any excess work
shall be applied equally to the portable assessment credit account of
Entourage and the Owner; as such portable assessment credit account is
applicable in the Province of Quebec; |
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(d) | to obtain and maintain, or cause any contractor
engaged to obtain and maintain, adequate insurance coverage with respect
to activities on or with respect to the Property; |
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(e) | to perform its duties and obligations in a manner
consistent with good exploration and mining practices; |
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(f) | defend, indemnify and save the Owner and its directors,
officers and employees harmless from any and all losses, damages, expenses,
claims, suits, actions or demands of any kind or nature whatsoever in
any way referable to or arising out of any work done by Entourage on or
with respect to the Property; |
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(g) | prior to commencing any operations or activities
on the Property, obtain all necessary operating and environmental permits
and post any required reclamation or other bonds or safekeeping agreements
required by any governmental agency; and |
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(h) | Entourage shall permit the Owner, or his representatives
duly authorized in writing, to visit and inspect the Property at all reasonable
times and intervals, and inspect all data obtained by Entourage as a result
of its operations thereon, subject to such confidentiality arrangements
as Entourage may reasonably consider appropriate. |
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7.3 | Entourage agrees to offer all contracts
to undertake the first and second years of exploration work ($200,000
and $300,000 respectively) on the Property to On Track Exploration
Ltd, (“OTEL”) provided that the rates quoted by OTEL are competitive
commercial rates and OTEL can provide the services in a timely |
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manner, to the
satisfaction of Entourage. The parties agree that a mutuallyacceptable
professional geologist, with expertise in uranium exploration, will be chosen
to supervise all geophysical and geological work performed on the Property
by OTEL. Further geophysical and geological exploration work will be negotiated
with On Track Exploration Ltd. at the conclusion of the second year work
program. |
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8. | TERMINATION OF OPTION | |||
8.1 | This Agreement,
except for the provisions of sections 9 and 11, and the Option shall (unless
otherwise agreed by the Owner in writing) terminate: |
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(a) | at the end of
the 45 day notice period set out in section 2.4, if the outstanding Option
Price required to be paid by Entourage pursuant to this Agreement has
not been paid by Entourage to the Owner by such date; |
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(b) | if Entourage
gives notice to the Owner in accordance with section 8.2; or |
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(c) | upon Entourage
being or becoming in default of any other material obligation hereunder,
and upon Entourage failing to rectify the same within 45 days following
receipt from the Owner of notice of such default. |
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8.2 | At any time
prior to the exercise of the Option, Entourage shall have the right to
terminate this Agreement and the Option by giving not less than thirty
(30) days' notice to that effect to the Owner. |
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9. | OBLIGATIONS
OF ENTOURAGE ON TERMINATION OF THE OPTION |
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9.1 | If this Agreement
is terminated for any reason whatsoever prior to the exercise of the Option,
this Agreement, including the Option, (but excluding this section 9 and
section 13 which shall both continue in full force and effect for so long
as is required to give full effect to the same) shall be of no further
force and effect except that Entourage shall: |
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(a) | vacate the Property, and leave the Property: | |||
(i) | in good standing and in accordance
with the applicable laws and regulations, with a minimum of six months
of assessment credits filed against the same; |
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(ii) | free and clear of all liens, charges and encumbrances arising from this Agreement or its operations hereunder; |
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(iii) | in a safe and orderly condition; and |
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(iv) | in a condition which is in compliance with all applicable
rules and orders of governmental authorities with respect to reclamation
and restoration of the surface of the Property insofar as is required
by the exploration work performed during the term of this agreement; |
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(b) | deliver to the Owner, within one hundred
twenty (120) days of termination, a report on all work carried out by
Entourage on the Property together with copies of all maps, drillhole
logs, assay results, reports and other information compiled or prepared
by or on behalf of Entourage with respect to work on or with respect to
the Property, and make available to the Owner (at the place of storage)
all core, samples and sample pulps and rejects; |
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(c) | unless otherwise agreed by the Owner,
remove from the Property within six months of the effective date of termination
all materials, equipment and facilities erected, installed or brought
upon the Property by or at the instance of Entourage. If the same is not
completely removed, then the Owner may, at his option, retain the same
as the Owner’s property, or remove the same from the Property at
Entourage’s expense; and |
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(d) | deliver to the Owner a duly executed
quitclaim of all right, title and interest of Entourage in and to the
Property in favour of the Owner. |
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10. | CONFIDENTIAL NATURE OF INFORMATION
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10.1 | Each party agrees that all information
obtained hereunder shall be the exclusive property of the parties and
not publicly disclosed or used other than for the activities contemplated
hereunder except as required by law or by the rules and regulations of
any regulatory authority, securities commission or stock exchange having
jurisdiction or with the written consent of the other party, such consent
not to be unreasonably withheld. The parties expressly agree that Entourage
may use confidential information to secure funding or financing necessary
to perform its obligations under this agreement. |
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11. | ASSIGNMENT
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11.1 | Entourage may at any time assign or transfer
any or all of its interest herein, provided such assignee agrees to abide
by and be bound by the terms of this Agreement in the same manner and
to the same effect as if an original signatory hereto. |
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12. | NOTICES |
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12.1 | Any notice, direction or other instrument
required or permitted to be given under this Agreement shall be in writing
and may be given by the delivery of the same or by mailing the same by
prepaid registered or certified mail or by sending the same by facsimile
in each case addressed to the address first listed above or the following
facsimile numbers: |
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(a) | If to the Owner at facsimile no. :(000) 000-0000;
and |
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(b) | If to Entourage at facsimile no.: (000) 000-0000.
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12.2 | Any party may at any time give to the
others notice in writing of any change of address of the party giving
such notice and from and after the giving of such notice the address or
addresses therein specified shall be deemed to be the address of such
party for the purposes of giving notice hereunder. |
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13. | FORCE MAJEURE |
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13.1 | Entourage shall not be deemed to be in
default hereunder for failure or delay to perform any of its covenants
pursuant to this Agreement, including payments toward the Option Price,
if prior to the requirement to perform such covenant any event of force
majeure (including, without limiting the generality of the foregoing,
equipment breakdown, regulatory delays, government permitting delays and
delays arising from inclement weather) arises which precludes Entourage
from undertaking work on the Property (except for Entourage’s lack
of funds or inability to raise funds), or a material dispute arises as
to the ownership or title to any part of the Property or to the minerals
therein, including land claims by Inuit, aboriginal, native, indigenous
or First Nations people (a “Title Dispute”). |
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13.2 | Should Entourage seek to rely on the provisions
of subsection 13.1 it shall promptly give written notice to the Owner
of the particulars thereof and all time limits imposed by this Agreement
shall be extended from the date of delivery of such notice by a period
equivalent to the period of delay resulting from such event of force majeure
or Title Dispute. |
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14. | ARBITRATION |
14.1 | If any question, difference or dispute shall arise
between the parties in respect of any matter arising under this Agreement
or in relation to the construction hereof, the same shall be referred
to a mutually acceptable arbitrator. If an agreement is not settled within
30 days of the referral, the award of one arbitrator shall determine the
dispute. The decision of the arbitrator shall be made within 30 days after
the selection. The expense of the arbitration shall be borne equally by
the parties to the dispute. The arbitration shall be conducted in accordance
with the provisions of the Commercial Arbitration Act (British
Columbia), as amended, and the decision of the arbitrator shall be conclusive
and binding upon the parties. |
The rules and procedures for the arbitration shall
be procedures established by the B.C. Arbitrators Institute. The place
of arbitration shall be Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx. If the parties
cannot agree on a mutually acceptable arbitrator within 30 days of a dispute
arising, the question, difference or dispute shall be referred to the
courts of British Columbia. |
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15. | GENERAL |
15.1 | The parties shall execute such further and other
documents and do such further and other things as may be necessary or
convenient to carry out and give effect to the intent of this Agreement.
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15.2 | All references to dollar amounts in this Agreement
shall be to lawful currency of Canada, unless specifically provided to
the contrary. All payments to be made to any party hereunder may be made
by cheque, money order, wire transfer or bank draft mailed or delivered
to such party at its address for notice purposes as provided herein, or
deposited for the account of such party at such bank or banks in Canada
as such party may designate from time to time by notice to the paying
party. |
15.3 | This Agreement shall ensue to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns. |
15.4 | This Agreement shall constitute the entire agreement
between the parties and, except as hereafter set out, replaces and supersedes
all prior agreements, memoranda, correspondence, communications, negotiations
and representations, whether oral or written, express or implied, statutory
or otherwise between the parties with respect to the subject matter herein.
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15.5 | Any modification of this Agreement will be effective
only if it is in writing and signed by both parties hereto. |
15.6 | This Agreement shall be governed by and construed
according to the laws of British Columbia and the laws of Canada applicable
therein. Subject to section |
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14.1, all actions arising from this Agreement shall be commenced and maintained in the Supreme Court of British Columbia. | |
15.7 | This Agreement may be subject to regulatory approval and the parties agree to make any reasonable amendments hereto as may be required by any regulatory authorities. |
15.8 | The parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any party the partner, agent or legal representative of any other party. No party shall have any authority to act for, or to assume any obligations or responsibility on behalf of, any other party except as may be, from time to time, agreed upon in writing between the parties or as otherwise expressly provided. |
15.9 | No consent or waiver expressed or implied by either party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach or default. |
15.10 | If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction, and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. |
15.11 | This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document. |
IN WITNESS WHEREOF the parties hereto have executed these presents as of the date first above written.
“Xxxx Xxxxxxx”
per: /s/ Xxxx Xxxxxxx
Authorized Signatory
/s/“Xxxx Xxxxxx”
XXXX XXXXXX
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SCHEDULE “A”
THIS IS SCHEDULE “A” to the Mineral Property (Xxxxx) Option Agreement dated the 15 day of March, 2005, between Entourage Mining Ltd. and Xxxx Xxxxxx.
MINERAL CLAIMS COMPRISING THE PROPERTY
Title # | Row | Column | Surface Area (ha) |
CDC0048705 | 05 | 20 | 55.01 |
CDC0048706 | 05 | 21 | 55.01 |
CDC0048707 | 05 | 22 | 55.01 |
CDC0048708 | 05 | 23 | 55.01 |
CDC0048709 | 06 | 20 | 55.00 |
CDC0048710 | 06 | 23 | 55.00 |
CDC0048711 | 07 | 20 | 54.99 |
CDC0048712 | 10 | 24 | 54.96 |
CDC0048713 | 11 | 21 | 54.95 |
CDC0048714 | 11 | 24 | 54.95 |
CDC0048715 | 14 | 22 | 54.92 |
CDC0048716 | 14 | 23 | 54.92 |
CDC0048651 | 07 | 22 | 54.99 |
CDC0048652 | 07 | 23 | 54.99 |
CDC0048653 | 08 | 22 | 54.98 |
CDC0048654 | 08 | 23 | 54.98 |
CDC0048655 | 09 | 22 | 54.97 |
CDC0048656 | 09 | 23 | 54.97 |
CDC0048657 | 10 | 22 | 54.06 |
CDC0048658 | 10 | 23 | 54.96 |
CDC0048659 | 11 | 22 | 54.95 |
CDC0048660 | 11 | 23 | 54.95 |
CDC0048661 | 12 | 22 | 54.94 |
CDC0048662 | 12 | 23 | 54.94 |
CDC0048663 | 13 | 22 | 54.93 |
CDC0048664 | 13 | 23 | 54.93 |
CDC0048665 | 06 | 21 | 55.00 |
CDC0048666 | 06 | 22 | 55.00 |
CDC0048667 | 07 | 21 | 54.99 |
16
CDC0064114 | 08 | 20 | 54.98 |
CDC0064115 | 08 | 21 | 54.98 |
CDC0064116 | 09 | 20 | 54.97 |
CDC0064117 | 09 | 21 | 54.97 |
CDC0064118 | 10 | 21 | 54.96 |
CDC0064119 | 12 | 21 | 54.94 |
CDC0064120 | 12 | 24 | 54.94 |
CDC0064121 | 13 | 21 | 54.93 |
CDC0064122 | 13 | 24 | 54.93 |
CDC0064123 | 14 | 21 | 54.92 |
CDC0064124 | 14 | 24 | 54.92 |
CDC0064125 | 15 | 21 | 54.91 |
CDC0064126 | 15 | 22 | 54.92 |
CDC0064127 | 15 | 23 | 54.92 |
CDC0064128 | 15 | 24 | 54.92 |
Total: 44 mineral claims
SCHEDULE “B”
THIS IS SCHEDULE “B” to the Mineral Property Option Agreement dated the 15th day of March, 2005, between Entourage Mining Ltd. and Xxxx Xxxxxx.
NET SMELTER RETURN ROYALTY
(NSR ROYALTY)
1. | Pursuant to the Mineral Property Option Agreement
to which this Schedule “B” is attached, the Owner (the “Recipient”)
may receive a Net Smelter Return royalty (the “NSR Royalty”)
based on proceeds received by Entourage (the “Producer”)
from production from the Property as described in Schedule “A”
of the Agreement, free and clear of all costs of development and operations.
|
2. | “Net Smelter Return” shall mean
the actual proceeds received by the Producer from any mint, smelter, or
other purchaser for the sale of ores, metals or concentrated products
(“Product”) from the Property derived from commercial
production (and not from bulk sampling, pilot plant operations or preliminary
production) and sold after deducting from such proceeds the following
charges to the extent that they were not deducted from such proceeds by
the purchaser in computing payment: smelting and refining charges; penalties;
cost of transportation of ores, metals or concentrates from the Property
to any mint, smelter or other purchaser; cost of insurance of the products;
and any export and import taxes on said ores, metals or concentrates levied
by the country into which such ore, metals or concentrates are imported,
if such charges or costs are deducted from the proceeds received. |
3. | Payment of the NSR Royalty shall be made quarterly
within 45 days after the end of each fiscal quarter of the Producer, on
actual proceeds received by the Producer from the sale of Product from
the Property, and shall be accompanied by un- audited calculations and
statements pertaining to the operations carried out on the Property. Within
140 days after the end of each fiscal year of the Producer in which the
NSR Royalty is payable, the records relating to the calculation of Net
Smelter Return for such year shall be audited and any resulting adjustments
in the payment of the NSR Royalty payable shall be made forthwith. A copy
of the said audit shall be delivered to the Recipient within 30 days of
the end of such 140-day period. |
2
4. | Each annual audit shall be final and not subject
to adjustment unless the Recipient delivers to the Producer written exceptions
in reasonable detail within three months after the Recipient receives
the report. The Recipient, or its representative duly authorized in writing,
shall at its expense have the right to audit the books and records of
the Producer related to the Net Smelter Return to determine the accuracy
of the report, but shall not have access to any other books and records
of the Producer. The audit shall be conducted by a chartered or certified
public accountant of recognized standing (the “Auditor”).
The Producer shall have the right to restrict access to its books and
records until execution of a written agreement by the Auditor that all
information shall be held in confidence and used solely for purposes of
audit and resolution of any disputes related to the report. A copy of
the Auditor’s report shall be delivered to the Producer and the
amount, which should have been paid according to the Auditor’s report,
shall be paid forthwith, one party to the other. In the event that the
said discrepancy is to the detriment of the Recipient and exceeds 10.0%
of the amount actually paid by the Producer, then the Producer shall pay
the entire cost of the audit. |
5. | In the event smelting or refining are carried out
in facilities owned or controlled, in whole or in part, by the Producer,
charges, costs and penalties with respect to such operations, excluding
transportation, shall mean reasonable charges, costs and penalties for
such operations but not in excess of the amounts that the Producer would
have incurred if such operations were carried out at facilities not owned
or controlled by the Producer then offering comparable custom services.
|