Exhibit 10
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 20, 2005.
BETWEEN:
PILGRIM CREEK MINING LTD., a body corporate, duly incorporated under the
laws of Ontario and having an office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; and
(the "Vendor")
OF THE FIRST PART
AND:
STERLING EXPLORATION INC., a body corporate, duly incorporated under the
laws of the State of Nevada and having an office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S:
A. The Vendor is the owner of a mineral property located in the Scadding
Township, Sudbury Mining Division, Ontario, which property is more particularly
described in Schedule "A" attached hereto which forms a material part hereof
(collectively, the "Property");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase a 100%
right, interest and title in and to the Property 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 Property and
holds the right to transfer title to the Property and to explore and
develop the Property;
(b) The Vendor holds the Property free and clear of all liens, charges and
claims of others, and the Vendor has a free and unimpeded right of
access to the Property and has use of the Property surface for the
herein purposes;
(c) The Property have been duly and validly located and recorded in a good
and miner-like manner pursuant to the laws of British Columbia and are
in good standing in British Columbia 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 any of the Property nor to the knowledge of
the Vendor is there any basis therefor, and there are no outstanding
agreements or options to acquire or purchase the Property 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 Property 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 PROPERTY
The Vendor hereby sells, grants and devises to the Purchaser a 100%
undivided right, title and interest in and to the Property 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 Property shall be closed on
February 28, 2005 at 3:30 P.M. local time at the offices of the Purchaser, or
such other place and time acceptable to both parties.
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5. 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.
6. 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.
7. NOTICE
7.1 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.
7.2 Either party may from time to time by notice in writing change its address
for the purpose of this paragraph.
8. 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.
9. 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.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
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11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
PILGRIM CREEK MINING LTD. STERLING EXPORATION INC.
per: per:
------------------------------ -----------------------------
Authorized Signatory Authorized Signatory
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SCHEDULE "A"
The Property consists in the aggregate of one mineral claim consisting of 256
hectares located in Scadding Township, Sudbury Mining Division, Lots 11 and 12,
Concession 1. The Property is registered as Claim S-3018925.
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