EX-10
PURCHASE AGREEMENT
THIS AGREEMENT made this 26 day of May, 1998
BETWEEN
XXXXX XXXXXXX. having a residence at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(known herein as "Xxxxxxx")
ON THE FIRST PART
AND
CAN-EX MINERALS CORPORATION, a Nevada corporation with offices
at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx, XXX,
00000
(known herein as "Can-Ex")
ON THE SECOND PART
WHEREAS:
X. Xxxxxxx has under his control or will be staking and recording six
hundred (600) hectares of mineral Claims located on salt flats known as Xxxxxx
Xxxxxx Xxxxx in the Republic of Chile (herein called the "Project"), more
particularly described on Schedule "A" attached hereto and made a part hereof.
B. Can- Ex wishes to acquire the six hundred (600) hectares of the
Project from Xxxxxxx as more fully described in Schedule "A" subject to the
terms and conditions set forth below
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained and the sum of One
Dollar ($1.00) paid to Xxxxxxx by Can-Ex (the receipt of which is
hereby acknowledged), the parties thereto agree as follows:
1. DEFINITIONS
1.01 In this Agreement, including the recitals and schedules hereto,
unless there is something in the subject matter or context inconsistent
therewith, the following words and expressions shall have the following
meanings.
(a) "Agreement" means this Purchase Agreement as amended from time to
time;
(b) "Claims" means those certain mineral claims more particularly
described in
Schedule "A" hereto;
(c) "Conservator of Mines" is the equivalent of the Mining Recording
Office;
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(d) "Xxxxxxx" is Xxxxxx Xxxxxxx, as associate of Xxxxxxx, who owns
jointly with
Xxxxxxx 1,200 hectares in the Project;
(e) "Interest" means a ninety percent (98%) in the Project more xxxxx
described on Schedule "A"
(f) "Mensura" is the equivalent of legal survey of property;
(g) "Other Tenements" means all surface rights or and to any lands
within or outside the Property including surface rights held in fee or under
lease, license, easement, right of way or other rights of any kind (and all
renewals, extensions and amendments or substitutions thereof) acquired by or on
behalf ofthe parties with respect to the Property;
(h) "Project" means the twelve hundred (1,200) hectares under the
control of Xxxxxxx and his associate, Xxxxxxx, known as the Constelacion Group 1
to 4 inclusive and more fully described on Schedule A; and
(i) "Property" means the Project, and other interests as set out and
more particularly described in Schedule "A" hereto and shall include any renewal
thereof and any form of substitute or successor title thereto, and Other
Tenements, and any other additional Claims acquired.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Xxxxxxx represents and warrants to Can-Ex that:
(a) he is the full age of eighteen (18) years;
(b) he is capable of managing his own affairs;
(c) 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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(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating documents,
(e) he and or his Chilean company, have a fifty percent (50%) interest
in the Project with the other fifty percent (50%) being held by Xxxxxxx being
the Constelacion Group 1 to 4 inclusive comprising some twelve hundred (1,200)
hectares; and
(f) the Project is free and clear of all liens and encumbrances and
they will be transferred to Can Ex in good standing under the mining laws of
Chile in that the inscription of Mensura will be filed with the Conservator of
Mines
2 02 Can-Ex represents and warrants to Xxxxxxx that:
(a) it is a company duly incorporated, organized and validly
subsisting under the laws of its incorporating jurisdiction,
(b) it has full power and authority to carry on its business and to
enter into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) 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 it is a party;
and (d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating documents.
2.03 The representations, warranties and covenants 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 Project by Xxxxxxx and
Can-Ex and any loss, damage, cause of action and suits arising out of or in
connection with any breach of any representation warranty, covenant, agreement
or condition made by them and contained in this Agreement.
3. POSSESSION AND CONTROL
3.01 Coincident with the execution of this Agreement, Can-Ex shall have
exclusive possession and control of the Project during the term of this
Agreement.
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4. CONSIDERATION ASSUMED BY CAN-EX
4.01 In consideration for the purchase herein, Can-Ex shall undertake
the following on behalf of Xxxxxxx:
a. Can-Ex shall pay to Xxxxxxx the cost of staking and recording of
the Project, not to be less than six hundred (600) hectares, being mainly the
Constelacion 2 and 4; the sum of eighty-five thousand dollars ($85,000) which
will be paid in full by no later than June 30, 1998;
b. Can-Ex will xxxxx Xxxxxxx a three percent (3%) Net Smelter Royalty
from the six hundred (600) hectares covering the Constelacion 2 and 4. Can-Ex
shall have the right to purchase from Xxxxxxx the three percent (3%) Net Smelter
Royalty for the sum of two million dollars ($2,000,000) at any time either prior
to or during production of the Project and all royalty payments shall apply to
reduce the $2,000,000 purchase price of the Net Smelter Royalty; and
c. Can-Ex agrees to issue to Xxxxxxx eight hundred thousand (800,000)
shares in its capital stock, of which six hundred and fifty thousand (650,000)
shares will be subject to a Pooling Agreement which will be entered into
separately into between Xxxxxxx and Can-Ex.
5. OBLIGATIONS OF XXXXXXX
5.01 In consideration for the payments noted under Section 4 above,
Xxxxxxx hereby agrees to complete the following:
x. Xxxxxxx shall forthwith commence and complete; staking, site
engineering, the Mensura and filing the inscription of Mensura in the
Conservator of Mines in the Republic of Chile, as more fully described under
Schedule "B" of the key mineral claims, being the Constelacion 2 and 4,
contiguous to the Xxxxxx Xxxxxx mineral reserves at the recommendation of the
geologist/owner of the Xxxxxx Xxxxxx which are will cover not less than six
hundred (600) hectares and will negotiate, on behalf of Can-Ex, the balance of
the fifty percent (50%) of the Constelacion Group held by Xxxxxxx to obtain a
total ownership percentage for Can-Ex of a ninety-eight percent (98%) interest
in the Constelacion Group I to 4 inclusive;
x. Xxxxxxx locates and records the title to the Project, indicated
under 5.01(a) above, in his corporate name in Chile and will at all times work
in the best interest of Can-Ex;
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x. Xxxxxxx agrees to transfer title to the Project to Can Ex within
sixty (60) days of receiving the final cash payment indicated under 4.01(a)
above;
e. Upon completion of the recording into his corporate file, Xxxxxxx
will transfer nintey-eight percent (98%) of the title to the Project to Can-Ex
or a nominee of Can-Ex;
f Xxxxxxx shall assist Can-Ex and its engineers by providing
assistance and any and all geological and engineering documentation, including
but not limited to maps, reports, assays, studies, available on the Project or
its surrounding areas to dated that may be deemed necessary or beneficial for an
underwriting and acceptable to the various regulatory bodies having f~ture
jurisdiction over the affairs of Can-Ex; and.
x. Xxxxxxx hereby agrees as a condition on signing this Agreement to
immediately enter into a Pooling Agreement with Can-Ex regarding the issuance of
six hundred and fifty thousand (650,000) shares under 4.01(c) above.
6. AREA OF INTEREST
6.01 In respect to this Agreement the area of interest is defined in
Schedule "A" all property within a twenty mile radius of the Project.. There is
an obligation on the part of Xxxxxxx to forthwith give notice to Can-Ex of
staking, leasing, purchasing or obtaining by other methods any interest in other
mineral claims within the immediately or surrounding area of interest and grant
immediately Can-Ex first right of refusal on the property and/or claims having
been staked. The price to be paid by Can-Ex cannot exceed fifty percent (50%) of
the cost incurred by Xxxxxxx to stake and record said property.
7. TERMINATION OF AGREEMENT
7.01 This Agreement shall terminate:
(a) if Xxxxxxx fails to transfer a 98% interest in the Project to Can-
Ex, or its nominee, s described under Schedule "A";
(b) if Can Ex fails to meet the terms and conditions in accordance
with paragraphs 4.01; or
(c) if either Xxxxxxx and/or Can-Ex gives notice in accordance with
paragraph 9.
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8. TERMINATION PRIOR FINALIZATION OF AGREEMENT
8.Ol At any time prior to the finalization of the terms and conditions
of this Agreement, either Xxxxxxx and/or Can-Ex can terminate this Agreement, by
giving ninety (90) days notice in writing to that effect to each other and on
receipt of such notice by them, the Agreement shall be of no further force or
effect unless Can-Ex has adhered to the majority of the terms and conditions
indicated in 4 0 1 (a) whereby Xxxxxxx cannot unilaterally terminate this
Agreement with the written consent of Can-Ex.
9. FORCE MAJEURE
9.01 No party will be liable for its failure to perform any of its
obligations under this Agreement due to a cause beyond its reasonable control
(except those caused by its own lack of funds) including, but not limited to
acts of God, fire, storm, flood, explosions, strikes, lockouts or other
industrial disturbances, act of the public enemy, riots, laws, rules and
regulations or orders of any duly constituted governmental authority, including
environmental protection agencies, or nonavailability of materials or
transportation
9.02 All time limits imposed by this Agreement will be extended by a
period of equivalent to the period of delay resulting from events described in
paragraph 10.01 hereof but may not exceed ninety (90) days in total
9.03 A party relying on the provisions of paragraph 10.01 hereof will
take all reasonable steps to eliminate any of the events mentioned in 10.01 and,
if possible, will perform its obligations under this Agreement as far as
practical, but nothing herein will require such party to settle or adjust any
labour dispute or to question or to test the validity of any law, rule,
regulation or order of any duly constituted governmental authority or to
complete its obligations under this Agreement if an event under 10 0 1 renders
completion impossible.
10. NOTICE
10.01 Any notice, direction, cheque or other instructions 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 telegram, telex, telecommunication or
other similar forms of communication including, facsimile, in each case
addressed to the intended recipient at the address of the respective party set
out on the front page hereof
10.02 Any notice, direction, cheque or other instrument aforesaid will,
if delivered, be deemed to have been given and received on the day it was
delivered, arid if mailed, be deemed to have been given and received on the
fifth business day following the day of mailing, except in the event of a
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disruption of the postal service in which event notice will be deemed to be
received only when actually received and, if sent by telegram, telex, fax
machine, telecommunication or other similar form of communication, be deemed to
have been given or received on the day it was so sent.
10.03 Any party may at any time give to the other notice in writing of
any changes or address of the party giving such notice and from and after the
giving of such notice the address or addresses therein specified will be deemed
to be the address of such party for the purposes of giving notice hereunder
11. FURTHER ASSURANCES
11.0.1 Each of the parties hereto shall from time to time and at all
times do all such further acts and execute and deliver all further deeds and
documents as shall be reasonably required in order to fully perform and carry
out the terms of this Agreement. For greater certainty this section shall not be
construed as imposing any obligation on any party to provide guarantees.
12. ENTIRE AGREEMENT
12.0.1 This Agreement embodies the entire agreement and understanding
between Xxxxxxx and Can-Ex and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof
13. AMENDMENT
13.0.1 This Agreement may be changed orally but only by an agreement in
writing, executed under seal, by the party or parties against which enforcement,
waiver, change, modification or discharge is sought.
14. ARBITRATION
14.01 If any question, differences or disputes shall arise between the
parties in respect of any matters arising under this Agreement or in relation to
the construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an
arbitrator and give notice thereof to the pay sharing the other side of the
dispute;
(b) the party sharing the other side of the dispute shall, within 14
days of receipt of the notice, name an arbitrator; and
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(c) the two arbitrators so named shall, within 15 days of the naming
of the latter of them, select a third arbitrator.
The decision of the majority of these arbitrators shall be made within
30 days after the selection of the latter of them. The expense of the
arbitration shall be borne equally by Xxxxxxx and Can Ex. If the parties on
either side of the dispute fail to name an arbitrator within the time limit or
proceed with the arbitration, the arbitrator named may decide the question The
place of arbitration shall be Colorado Spring, Colorado, United States
15. RULES AGAINST PERPETUITIES
15.01 If any right, power or interest of either Xxxxxxx or Can-Ex under
this Agreement would violate the Rule against perpetuities, then such right,
power and interest shall terminate at the expiration of 20 years after the death
of the last survivor of all the lineal descendants of his late Majesty, King
Xxxxxx V of England, living on the date of execution of this Agreement.
16. ENUREMENT
16.01 This Agreement shall enure to the benefit and be binding upon the
parties hereto and their respective successors and permitted assigns.
17. GOVERNING LAW
17.01 This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Nevada.
18. SEVERABILITY
18.01 If any one or more of the provisions contained herein shall 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.
19. NUMBER AND GENDER
19.01 Words used herein importing the singular number only shall
include the plural, and vice versa, and words importing the masculine gender
shall include the feminine and neuter genders, and vice versa, and words
importing persons shall include firms and corporations
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20. HEADINGS
20.01 The division of this Agreement into articles and sections
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this Agreement.
21. CURRENCY
21.01 Ml references to currency are stated in United States
dollars
22. TIME OF THE ESSENCE
22.01 Time shall be of the essence in the performance of this
Agreement
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date, month and year first above written.
THE COMMON SEAL OF CAN-EX )
MINERALS CORPORATION was )
hereunto affixed in the presence of: )
) C/S
)
/s/ Xxxxxxx Xxxxx Xxxx )
------------------------
(Authorized Signatory) )
)
)
/s/ )
------------------------
(Authorized Signatory) )
WITNESSED:
)
/s/ Xxxxxx Xxxxx )
------------------------
(Signature) )
)
Xxxxxx Xxxxx ) /s/ Xxxxx Xxxxxxx
------------------------ ------------------------
(Print Name) ) Xxxxx Xxxxxxx
)
250-1075 W. Georgia )
------------------------
(Address) )
)
Xxxxxxxxx, XX X0X0X0 )
------------------------
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SCHEDULE "A"
XXXXXX XXXXXX PROJECT
MINERAL CLAIMS
The following mineral claims, comprising not less than six hundred
(600) hectares located in Region 111 which is located in the northern part of
the Republic of Chile and known as the Xxxxxx Xxxxxx mineral claims:
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SCHEDULE "B"
RESPONSIBILITIES OF XXXXX XXXXXXX
Upon completion of all boundary definitions combined with coordinates
of a survey, Xxxxx Xxxxxxx will undertake the following with the assistance of a
Parito (land title expert)
Stage 1
- preparation of a manifestation of the claims to be acquired;
- file the manifestation in the local courthouse and pay the requisite fees,
- attend to the regional office (Region 111) and file the inscription in the
Conservator of Mines,
- publish notice of the claims in the Mining Newspaper and pay initial claim
taxes.
Stage 2:
- Preparation of a Solicitud de Mensura and employing a mining engineer,
- file the Solicitud de Mensura in the local courthouse and pay the requisite
fees;
- publish the Solicitud de Mensura in the Mining Bulletin;
- pay the fees of the sponsoring lawyer and mining engineer; and
- pay the proportional annual property taxes.
Stage 3
- commence and complete on site engineering; the Mensura;
- complete liluigs and paying fees in local courthouse;
- publish Mensura details in the Mining Bulletin;
- attend to the regional office and file the Inscription ofMensura in the
Conservator of Mines; and
- pay the fees of the sponsoring lawyer and the engineering/survey fees.
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