Acquisition and Option Agreement Dated October 8, 2013 Between Trio Gold Corp. (TGK) An Alberta Incorporated Company with an office at #145 – 251 Midpark Blvd.SE Calgary, AB And Amarok Resources Inc. (AMOK) a Nevada Incorporated Company with an office...
Exhibit 10.1
Acquisition and Option Agreement
Dated October 8, 2013
Between
Trio Gold Corp. (TGK) An Alberta Incorporated
Company with an office at
#145 – 000 Xxxxxxx Xxxx.XX Xxxxxxx, XX
And
Amarok Resources Inc. (AMOK) a Nevada Incorporated Company with an office at
00000 Xxxxx Xxxxxx Xxxxx 000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
This agreement sets forth the terms and conditions under which
TGK will be assigned AMOK’s interest in the Night Hawk Property and the terms and conditions under which TGK has the option
to earn AMOKs interest in the XxXxxx Gold Property, both properties are located in the Timmins Area of Ontario. A schedule of these
properties is attached hereto as Exhibit A (The Night Hawk Property) and
B (The XxXxxx Property) forming part of this agreement.
AMOK hereby warrants that to the best of its knowledge and belief it owns free and clear of all liens and encumbrances. A 100% interest in the properties outlined in Exhibit A and B attached hereto. (“The Properties”)
Now therefore TGK desires to acquire The Properties and AMOK is desirous of entering into this agreement with TGK under the following terms and conditions.
Now the parties agree that in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows:
The Night Hawk Properties
TGK, by completing and filing with the Department of Mineral Resources in Ontario a GEO-Reference program covering the entire Night Hawk claim block on or before October 14, 2013; One hundred percent (100%) of the Night Hawk claims will be assigned by AMOK to TGK. The 100% interest will be free and clear of any liens or encumbrances, subject only to a 5% net smelter royalty payable to AMOK as defined in the attached Night Hawk Royalty Agreement (Exhibit C).
The XxXxxx Property
TGK will be assigned 100% of AMOK’s interest in the XxXxxx property free and clear of all liens and encumbrances upon TGK having complied with the total expenditures as herein outlined.
TGK will expend in exploration costs in Canadian funds which will include administrative overhead fees of 15%. The following:
| On or before December 31, 2015 | = | $500,000 |
| On or before December 31, 2017 | = | $2,000,000 |
| On or before December 31, 2019 | = | $2,500,000 |
| Total Expenditures | = | $5,000,000 |
Upon having completed the above noted expenditures of $5 million Canadian Dollars AMOK will assign free and clear of all liens and encumbrances its entire 100% interest in the property including any and all the assets on the property, subject only to a 5% net smelter royalty to AMOK as defined in the attached XxXxxx Royalty Agreement (Exhibit D).
Property Maintenance (XxXxxx Property)
TGK during its earn-in phase shall maintain the XxXxxx claims and keep them in good standing.
Property Reduction (XxXxxx Property)
TGK may at any time at its election reduce the size of the property, provided however it must first inform AMOK of its intent to drop claims. AMOK will have 30 days from the date of notice by TGK to acquire the claims that TGK elects to drop, and TGK will upon receipt of AMOK’s notice to acquire the claims will “quite claim” the claims to AMOK free of liens & encumbrances.
Right to Assign
Each party shall have the right under this agreement to assign all or a part of their interest without the written consent of the other party. The assigning party must notify the other party of its assignee.
Operatorship
TGK will be the operator and at its sole discretion make all decisions concerning the exploration, development and mining of the XxXxxx Property.
Representations and Warranties
Each Part hereto represents to the other that:
| A) | It is a corporate body in good standing in its incorporating jurisdiction |
| B) | It has the power and authority authorized by its board of directors to enter into this agreement |
Default
In the event that TGK does not spend the 5 million dollars by December 31, 2019 TGK will have no further right to earn an interest under this agreement and will have earned no interest in the property.
AMOK agrees that upon the execution of this agreement it will
provide TGK with all technical and
non-technical information and reports in its possession.
This agreement shall be binding upon and shall ensure to the benefit of each of the parties hereto and their respective permitted successors and assigns.
In witness whereof, the parties have executed this agreement as of this 8th day of October, 2013
By: Trio Gold Corp.
Per: /s/ Xxxxx Xxxxxxxxx
Its: President
Per: /s/ Xxx Xxxxxxx
Its: Director
By: Amarok Resources Inc.
Per: /s/ Xxxxx Xxxxxxx
Its: President and CEO
Per: /s/ Xx. Xxxx Xxxxx
Its: Director
| Exhibit "A" | ||||||
| The Night Hawk Property Forming part of the Oct 8, 2013 Agreement between TGK & AMOK | ||||||
| XXXXXX | 4269450 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269455 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269460 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269461 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269462 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269467 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269468 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269469 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269470 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $3,200 |
| XXXXXXX | 4269446 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $3,200 |
| XXXXXXX | 4269447 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269448 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269449 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269451 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $3,200 |
| XXXXXXX | 4269452 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269453 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,000 |
| XXXXXXX | 4269454 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269456 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $3,200 |
| XXXXXXX | 4269457 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269458 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $1,600 |
| XXXXXXX | 4269459 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269463 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $3,200 |
| XXXXXXX | 4269464 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269465 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269466 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXXX | 4269471 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $800 |
| XXXXXXX | 4269472 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $800 |
| XXXXXXXXX | 4268772 | 2011-Nov-21 | 2013-Nov-21 | A | 100% | $6,000 |
| XXXXXXXXX | 4268773 | 2011-Nov-21 | 2013-Nov-21 | A | 100% | $2,800 |
| XXXXXXXXX | 4268774 | 2011-Nov-21 | 2013-Nov-21 | A | 100% | $2,000 |
| XXXXXX | 4258796 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $4,800 |
| XXXXXX | 4258797 | 2012-Jun-19 | 2014-Jun-19 | A | 100% | $2,400 |
| XXXXXX | 4269473 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $5,600 |
| XXXXXX | 4269474 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| XXXXXX | 4269475 | 2011-Oct-14 | 2013-Oct-14 | A | 100% | $6,400 |
| Exhibit "B" | |||||||||
| The XxXxxx Property Forming part of the Oct. 8, 2013 Agreement between TGK & AMOK | |||||||||
| Township/Area | Claim Number | Recording Date | Claim Due Date | Status | Percent Option | Work Required | Total Applied | Total Reserve | Claim Bank |
| XXXXXX | 0000000 | 2003-Jul-08 | 2014-Feb-03 | A | 100% | $4,000 | $28,000 | $5,278 | $0 |
| XXXXXX | 1219237 | 2003-Dec-08 | 2014-Jul-06 | A | 100% | $3,200 | $22,400 | $6,315 | $0 |
| XXXXXX | 1219273 | 2003-Dec-08 | 2014-Jul-06 | A | 100% | $1,200 | $8,400 | $0 | $0 |
| XXXXXX | 1237005 | 2006-Oct-02 | 2014-Oct-02 | A | 100% | $6,000 | $36,000 | $32,037 | $0 |
| XXXXXX | 1237006 | 2007-May-23 | 2014-May-23 | A | 100% | $2,800 | $14,000 | $0 | $0 |
| XXXXXX | 1237010 | 2007-May-23 | 2014-May-23 | A | 100% | $6,400 | $32,000 | $0 | $0 |
| XXXXXX | 1237100 | 2007-May-23 | 2014-May-23 | A | 100% | $6,400 | $32,000 | $0 | $0 |
| XXXXXX | 1237409 | 2007-May-23 | 2014-May-23 | A | 100% | $6,400 | $32,000 | $0 | $0 |
| XXXXXX | 1248527 | 2003-Oct-21 | 2014-May-19 | A | 100% | $4,000 | $28,000 | $16,295 | $0 |
| XXXXXX | 3010873 | 2003-Feb-21 | 2014-Sep-19 | A | 100% | $6,000 | $48,000 | $41,690 | $0 |
| XXXXXX | 3010874 | 2003-Feb-21 | 2014-Sep-19 | A | 100% | $3,200 | $25,600 | $433,869 | $0 |
| XXXXXX | 3012718 | 2003-Jul-17 | 2014-Feb-12 | A | 100% | $6,400 | $44,800 | $51,258 | $0 |
| XXXXXX | 3012719 | 2003-Jul-17 | 2014-Feb-12 | A | 100% | $4,800 | $33,600 | $5,278 | $0 |
| XXXXXX | 4211423 | 2006-May-03 | 2014-May-03 | A | 100% | $6,400 | $38,400 | $0 | $0 |
| XXXXXX | 4211424 | 2006-May-03 | 2014-May-03 | A | 100% | $6,400 | $38,400 | $5,919 | $0 |
| XXXXXX | 4214664 | 2007-Apr-03 | 2014-Apr-03 | A | 100% | $3,200 | $16,000 | $7,270 | $0 |
| XXXXXX | 4214920 | 2007-Apr-03 | 2014-Apr-03 | A | 100% | $6,400 | $32,000 | $5,279 | $0 |
| XXXXXXXXX | 1219270 | 2003-Dec-08 | 2014-Jul-06 | A | 100% | $6,400 | $44,800 | $3,035 | $0 |
| XXXXXXXXX | 1219271 | 2003-Dec-08 | 2014-Jul-06 | A | 100% | $6,400 | $44,800 | $3,035 | $0 |
| XXXXXXXXX | 1219272 | 2003-Dec-08 | 2014-Jul-06 | A | 100% | $6,400 | $44,800 | $3,035 | $0 |
Exhibit “C”
Night Hawk Royalty Agreement
This agreement is part of the acquisition and option agreement between Trio Gold Corp. (TGK) and Amarok Resources Inc. (AMOK) dated this 8th day of October 2013.
1. For the purpose of this agreement Royalty means 5% of the “net smelter returns” which is the gross revenue from the sale by TGK of all ore mined from The Night Hawk Property and from the sale by TGK of concentrate, doré, metal and other products derived from The Property after the deduction of the following:
| A) | All smelting and refining costs, sampling, assaying and treatment charges and penalties including but not limited to metal losses, penalties for impurities and charges for refining, selling and handling by the smelter, refinery or other purchaser (including price participation charges by smelters and/or refiners); |
| B) | Costs of handling, transporting, securing and insuring such material from the property or from a concentrator, whether situated on or off the property to a smelter, refinery or other place of treatment, and in the case of gold or silver concentrates, security costs. |
| C) | Ad valorem taxes and taxes based upon sales or production, but not income taxes; and |
| D) | Marketing costs, including sales commissions, incurred in selling ore, concentrate and metal derived from the property. |
2. Right to Purchase:
TGK has the exclusive right and option at any time to buy back 100% of the Royalty by paying AMOK a cash consideration of $10,000,000.00 (CDN) (The Buy Back Option). The buy Back Option may be exercised at any time in part by TGK paying $2,000,000.00(CDN) for each one percent (1%) of the Royalty purchased by TGK.
3. Payment of the Royalty
Payment of the Royalty shall be made by TGK to AMOK within 45 days after the end of each calendar quarter in which Royalty are received by TGK. All royalty payments shall be made in Canadian dollars.
4. All record pertaining to the calculation of The Royalty may be inspected by AMOK once each calendar year during business hours upon providing TGK 72 hours prior written notice of its desire to inspect such records. In the event that TGK has made an error in the royalty payments as determined by an independent party it shall reimburse AMOK with interest of 10% of the unpaid balance.
Exhibit “D”
XxXxxx Royalty Agreement
This agreement is part of the acquisition and option agreement between Trio Gold Corp. (TGK) and Amarok Resources Inc. (AMOK) dated this 8th day of October 2013.
1. For the purpose of this agreement Royalty means 5% of the “net smelter returns” which is the gross revenue from the sale by TGK of all ore mined from The Night Hawk Property and from the sale by TGK of concentrate, doré, metal and other products derived from The Property after the deduction of the following:
| A) | All smelting and refining costs, sampling, assaying and treatment charges and penalties including but not limited to metal losses, penalties for impurities and charges for refining, selling and handling by the smelter, refinery or other purchaser (including price participation charges by smelters and/or refiners); |
| B) | Costs of handling, transporting, securing and insuring such material from the property or from a concentrator, whether situated on or off the property to a smelter, refinery or other place of treatment, and in the case of gold or silver concentrates, security costs. |
| C) | Ad valorem taxes and taxes based upon sales or production, but not income taxes; and |
| D) | Marketing costs, including sales commissions, incurred in selling ore, concentrate and metal derived from the property. |
2. Right to Purchase:
TGK has the exclusive right and option at any time to buy back 100% of the Royalty by paying AMOK a cash consideration of $10,000,000.00 (CDN) (The Buy Back Option). The buy Back Option may be exercised at any time in part by TGK paying $2,000,000.00(CDN) for each one percent (1%) of the Royalty purchased by TGK.
3. Payment of the Royalty
Payment of the Royalty shall be made by TGK to AMOK within 45 days after the end of each calendar quarter in which Royalty are received by TGK. All royalty payments shall be made in Canadian dollars.
4. All record pertaining to the calculation of The Royalty may be inspected by AMOK once each calendar year during business hours upon providing TGK 72 hours prior written notice of its desire to inspect such records. In the event that TGK has made an error in the royalty payments as determined by an independent party it shall reimburse AMOK with interest of 10% of the unpaid balance.
