PURCHASE AND SALE AGREEMENT
BETWEEN
ROYAL BLUE EXPLORATION INC.
AND
MULTI METAL MINING CORP.
Dated as of the 22nd day of June, 2006
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 22nd day of June, 2006
AMONG:
ROYAL BLUE EXPLORATION INC. a company existing under the laws of the State
of Nevada and having its head office at 0000 Xxxx Xxxx Xxxx Xxxx, xxxxx
000, Xxx Xxxxx, XX, 00000 ("Royal Blue Exploration.")
AND:
MULTI METAL MINING CORP., of 0000 Xxxxxxx Xxx., Xxxxx #0, Xxx Xxxxx,
XX, 00000-0000 (the "Vendor")
WHEREAS:
A. The Vendor owns a 100% interest in a mineral exploration claim Royal Pit
in the Yellow Pine Mining District, Geographically located in the SW
Quarter, Section 7, TWNSP 25 South, Range 60 East Meridian, Xxxxx County
Nevada;
B. The Vendor wishes to sell and Royal Blue Exploration Inc. wishes to
purchase a 100% interest in the Property on the terms and conditions
contained in this Agreement.
In consideration of the premises, covenants and agreements contained in this
Agreement, the parties covenant and agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions
For the purposes of this Agreement and the recitals in and Schedule to this
Agreement, unless the context otherwise requires, the following words and
phrases will have the meanings indicated below:
(a) "Agreement" means this Agreement including the Schedule hereto,
which are incorporated by this reference, as amended and
supplemented;
(b) "Property" means the Royal Pit in the Yellow Pine Mining District,
Geographically located in the SW Quarter, Section 7, TWNSP 25 South,
Range 60 East Meridian, Xxxxx County Nevada as described in
Schedule 1 hereto;
(c) "Purchase Price" means the $2,500 purchase price for the Property as
contemplated in this Agreement;
(d) "The Vendor" means Multi Metal Mining Corp;
(e) "Royal Blue Exploration" means Royal Blue Exploration Inc., a
company incorporated and existing under the laws of Nevada;
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1.2 Interpretation
In this Agreement, except as otherwise expressed or provided or as the context
otherwise requires:
(a) the headings and captions are provided for convenience only and will
not form a part of this Agreement, and will not be used to
interpret, define or limit the scope, extent or intent of this
Agreement or any of its provisions; and
(b) a reference to time or date is to the local time or date in Las
Vegas, Nevada, USA, unless specifically indicated otherwise;
1.3 Amendment
No amendment, waiver, termination or variation of the terms, conditions,
warranties, covenants, agreements and undertakings set out herein will be of any
force or effect unless the same is reduced to writing duly executed by all
parties hereto in the same manner and with the same formality as this Agreement
is executed.
1.4 Waiver
No waiver of any of the provisions of this Agreement will constitute a waiver of
any other provision (whether or not similar) and no waiver will constitute a
continuing waiver unless otherwise expressly provided.
1.5 Schedule
The following Schedule is attached hereto and form a part hereof:
Schedule Subject
1 Description of Property
1.6 Currency
All dollar ($) references in this Agreement are to United States dollars.
2. PURCHASE AND SALE OF INTEREST
2.1 Purchase and Sale of Interest
Subject to the terms and conditions of this Agreement and based on the
representations and warranties contained in this Agreement, Royal Blue
Exploration Inc. hereby offers to purchase the Property from the Vendor and the
Vendor hereby agrees to sell the Property to Royal Blue Exploration Inc.
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2.2 Consideration
In consideration for the sale by the Vendor to Royal Blue Exploration Inc. of
the Property, Royal Blue Exploration Inc. will pay the Purchase Price for the
Property to the Vendor on the Closing date.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of The Vendor
The Vendor represents and warrants to and in favour of the Royal Blue
Exploration Inc. as follows and acknowledges that Royal Blue Exploration Inc. is
relying upon such representations and warranties in consummating the
transactions contemplated by this Agreement:
(a) This Agreement has been duly executed and delivered by the Vendor
and constitutes a valid and binding obligation of the Vendor in
accordance with its terms;
(b) Schedule 1 hereto contains an accurate and complete description of
the Property;
(c) No person has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any interest
in the Property;
(d) The entering into, execution, delivery and performance by the Vendor
of this Agreement will not violate or contravene or conflict with or
result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of
the terms and conditions of any contract, agreement, commitment,
arrangement or understanding pursuant to which the Vendor holds or
has acquired its interest in the Property or any other contract,
agreement, commitment, arrangement, understanding or restriction,
written or oral, to which the Vendor is a party or by which it is
bound;
(e) To the best of the knowledge of the Vendor after due enquiry, there
are no legal conflicts of any nature and no investigations or legal
or administrative affairs pending against the Vendor in connection
with the Property or for any other cause and there is no pending or
threatened decree, decision, sentence, injunction, order or award of
any court, arbitral tribunal or governmental authority or any
action, procedure, arbitration, administrative or judicial
investigation, actual or threatened, with respect to the Vendor or
the Property;
(f) The Vendor holds all right, title and interest in and to the
Property, and the Property is free of any lien, claim, pledge,
privilege, levy, lease, sublease or rights of any person and other
than government royalties, government work requirements and other
conditions imposed by a governmental authority;
3.2 Representations and Warranties of Royal Blue Exploration Inc.
Royal Blue Exploration Inc. represents and warrants to and in favour of the
Vendor as follows and acknowledges that the Vendor is relying upon such
representations and warranties in consummating the transactions contemplated by
this Agreement:
(a) Royal Blue Exploration Inc. is a corporation duly incorporated and
validly subsisting and in good standing in the State of Nevada;
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(b) Royal Blue Exploration Inc. has the corporate power and authority to
enter into this Agreement and to perform its obligations hereunder;
(c) The execution and delivery of this Agreement and the completion of
the transactions contemplated herein will constitute a valid and
binding obligation of Royal Blue Exploration Inc. enforceable
against it in accordance with its terms;
(d) The entering into, execution, delivery and performance by the Royal
Blue Exploration Inc. of this Agreement will not violate or
contravene or conflict with or result in a breach of or default or
give rise to any right of termination, acceleration, cancellation or
modification under any of the terms and conditions of any contract,
agreement, commitment, arrangement, understanding or restriction,
written or oral, to which Royal Blue Exploration Inc. is a party or
by which it is bound or under the constating documents or directors'
or shareholders' resolutions of Royal Blue Exploration Inc.;
4. CLOSING
4.1 Time and Place of Closing
The closing (the "Closing") of this Agreement will take place at the offices of
Royal Blue Exploration Inc. at 4:00 p.m. (Las Vegas time) on June 22nd, 2006.
4.2 Closing Documents
At Closing, the parties hereto will table the following documents:
(a) Documents of The Vendor: The Vendor will table for delivery to Royal
Blue Exploration Inc. title transfer documents relating to the
Property in a form acceptable to Royal Blue Exploration Inc.'s legal
counsel.
(b) Documents of Royal Blue Exploration Inc. Royal Blue Exploration Inc.
will table for delivery to the Vendor a Company check, or Bank
Draft, or a check issued from an attorney's trust account for $2,500
made payable to the Vendor.
5. TERMINATION
5.1 Mutual Termination
This Agreement may, prior to Closing, be terminated by the parties hereto by
mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
Time is and will be of the essence of each and every provision of this
Agreement.
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6.2 Finder's Fees and Brokers' Commission
Each of the parties hereto represents to the other that it has not incurred any
liability for any finders' fee or brokers' commission in connection with the
execution of this Agreement or the consummation of the transactions contemplated
herein.
6.3 Expenses
Royal Blue Exploration Inc. will be responsible for all fees and expenses in
connection with the preparation, execution and delivery of this Agreement and
the preparation and completion of all other agreements, documents, approvals and
transactions contemplated by this Agreement.
6.4 Further Assurances
Each of the parties hereto will, whether before or after Closing and at the
expense of Royal Blue Exploration Inc., execute and deliver all such further
documents and instruments, give all such further assurances, and do all such
acts and things as may reasonably be required to carry out the full intent and
meaning of this Agreement.
6.5 Entire Agreement
This Agreement and the Schedule hereto contain the whole agreement among the
parties hereto in respect of the subject matter hereof and supersedes and
replaces all prior negotiations, communications and correspondence between the
parties hereto. There are no warranties, representations, terms, conditions or
collateral agreements, express or implied, statutory or otherwise, among the
Vendor and Royal Blue Exploration Inc. other than as expressly set forth in this
Agreement and the Schedule hereto.
6.6 Enurement
This Agreement will enure to the benefit of and be binding upon each of the
parties hereto and their respective successors, liquidators and permitted
assigns.
6.7 Assignment
No party hereto may assign any of its right, title or interest in, to or under
this Agreement, nor will any such purported assignment be valid amongst the
parties hereto, except with the prior written consent of all parties hereto,
such consent not to be unreasonably withheld.
6.8 Governing Law
This Agreement will be construed and interpreted in accordance with the laws of
the State of Nevada, USA and the laws of USA applicable therein. The parties
hereto irrevocably attorn to the jurisdiction of the arbitrators and courts of
the State of Nevada, USA and the venue for any actions or arbitrations arising
out of this Agreement will be Las Vegas, Nevada, USA.
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6.9 Notices
All notices, payments, and other required communications ("Notices") to the
parties hereto shall be in writing and shall be addressed respectively as
follows:
(a) If to Royal Blue Exploration Inc.:
Royal Blue Exploration Inc.
0000 Xxxx Xxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx, 00000
(b) If to the Vendor:
Multi Metal Mining Corp.
0000 Xxxxxxx Xxx., Xxxxx #0.
Xxx Xxxxx, XX, 00000-0000
All notices shall be given (i) by personal delivery to the party by leaving a
copy at the place specified for notice with a receptionist or an apparently
responsible individual, or (ii) by electronic facsimile communication. All
notices will be effective and will be deemed delivered (i) if by personal
delivery, on the date of delivery if delivered during normal business hours and,
if not delivered during normal business hours, on the next business day
following delivery, and (ii) if by electronic communication, on the next
business day following receipt of the electronic communication. A party hereto
may change its address for notice by notice to the other party.
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6.10 Counterparts
This Agreement, and any certificates or other writing delivered in connection
herewith, may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same documents, and all such
counterparts will be construed together and will constitute one and the same
instrument. The execution of this Agreement and any other writing by any party
hereto or thereto will not become effective until counterparts hereof or
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages, hereof or thereof, to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart.
The parties hereto have executed and delivered this Agreement as of the date
first written above.
ROYAL BLUE EXPLORATION INC.
Per: /s/ Xxxxx Xxxxxx
______________________________
Xxxxx Xxxxxx
President
MULTI METAL MINING CORP.
Per: /s/ Xxxxx Xxxxxx
_______________________________
Xxxxx Xxxxxx
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SCHEDULE 1
DESCRIPTION OF PROPERTY
CLAIM NAME
Royal Pit in the Yellow Pine Mining District
EXPIRY DATE
June 23, 2007
LOCATED
Geographically located in the SW Quarter, Section 7, TWNSP 25 South, Range
60 East Meridian, Xxxxx County Nevada
Book # 20060119 Instrument # 0002673 Located January 18, 2006
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