PROPERTY PURCHASE AGREEMENT Dated for reference May 5 , 2009
PROPERTY PURCHASE AGREEMENT
Dated for reference May 5
, 2009
BETWEEN:
Geo Can Resources Company Limited (“Geo Can”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at X.X. Xxx 00000, Xxx xx Xxxxxx, Xxxxxx Xxxxxxxx of Tanzania.
(herein the “Seller”)
Of the First
Part
AND:
Kilimanjaro Mining Company, Inc., a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A with a registered office located at 000 X. Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000
(herein the “Purchaser”) Of the Second Part
WHEREAS:
| R.1 | The Seller owns (i) a 100%, or (ii) a partial interest, or (iii) an option interest in certain Prospecting Licenses, Primary Mining Licenses or Applications more particularly described on Schedule “A” attached hereto and forming part of this Agreement (herein the “Property”) |
| R.2 | The Seller has agreed to sell its interest in each License comprising the Property to the Purchaser on the terms and conditions hereinafter agreed to. |
NOW THEREFORE in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby covenant and agree as follows:
ARTICLE 1
RECITALS
| 1.1 | Recitals |
| Recitals R.1 and R.2 above, are hereby adopted and form part of this Agreement. |
ARTICLE 2
DEFINITIONS AND INTERPRETATION
| 2.1 | Definitions |
As used in this Agreement, the following words and phrases shall have the following meanings, respectively:
| (a) |
“Agreement” means this Property Purchase Agreement, including the schedules hereto, as the same may be supplemented or amended from time to time; | |
| (b) |
“Charter Documents” means the articles of incorporation, amendment and/or continuance, as the case may be, and by-laws and similar constating documents of a corporation; | |
| (c) |
“Closing” shall have the meaning ascribed thereto in Section 3.4 of this Agreement; | |
| (d) |
“Closing Date” shall have the meaning ascribed thereto in Section 3.4 of this Agreement or any other date mutually agreed to by the Purchaser and Seller; | |
| (e) |
“Closing Time” shall have the meaning ascribed thereto in Section 3.4 or such other time on the Closing Date as shall be mutually agreed to by the Seller Shareholders; | |
| (f) |
“Dollars” means the currency of the United States; | |
| (g) |
“Property” means the Seller’s interest in the Licenses described in Schedules A and B; | |
| (h) |
“Purchase Price” means the cash and Purchaser’s shares described on Schedule B; | |
| (i) |
“Schedule ” means” |
| Schedule A: | Description of Licenses and Seller’s Interest | |
| Schedule B: | Seller’s Ownership in each license | |
| Schedule C: | Purchase price and Copy of Releases | |
| Schedule D: | Closing Date, time and location. | |
| Schedule E: | Board of Directors Resolutions of the Seller and the Purchaser Accepting the Property Purchase Agreement |
|
| 2.2 | Entire Agreement |
This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof and thereof. |
2
| 2.3 |
Knowledge |
|
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it shall be deemed to refer to the actual knowledge of the Party after making inquiries of third parties or other Persons and, in the case of a corporate Party, inquiries as to the actual knowledge of appropriate directors and officers of such Party. |
ARTICLE 3
PURCHASE AND SALE OF THE
PROPERTY
| 3.1 |
Purchase and Sale of Property | |
|
Upon and subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase and acquire from the Seller, and the Seller hereby agrees to sell, transfer, assign and set over to the Purchaser, the Property for the purchase price described in 3.2 below. | ||
| 3.2 |
Purchase Price | |
|
The Parties hereby agree that the purchase price (consideration) for the transaction of purchase and sale contemplated in subsection 2.1(a) shall be, satisfied by the forgiveness of cash previously advanced by the Purchaser to the Seller, retention of shares by the Purchaser previously issued by assignment of the Seller and the issue of shares of the Purchaser to the Seller, all of which are more particularly described on Schedule C. | ||
| 3.3 |
Instruments of Transfer | |
| (a) |
The Seller shall deliver to the Purchaser, at the Closing Date, assignments in registrable form of the Seller’s interest in Licenses not under Option, in form and substance satisfactory to the Purchaser and its legal counsel, in order to effectively vest in the Purchaser, all right, title and interest in and to the Licenses comprising the Property. From time to time after the Closing Date, and without further consideration, the Seller will execute and deliver such other instruments of transfer and take such other actions as Purchaser may reasonably request in order to more effectively transfer the Property to the Purchaser. | |
| (b) |
The Purchaser shall deliver to Seller, at the Closing Date, the Purchaser’s share certificates, registered to the Seller in the amounts described on Schedule C. | |
| 3.4 |
Closing | |
|
The closing (“Closing”) of the purchase and sale of the Seller Shares shall take place at the offices of the Seller, at the location, time and date which are more specifically described in Schedule “D” attached hereto and forming part of this Agreement or at such other time and place as may be agreed to by the Seller and Purchaser. | ||
3
| 3.5 |
Closing Documents |
At Closing:
| 3.5.1 | The Seller shall deliver (if not previously delivered) |
| A. |
For each License in which the Seller has an Option to acquire an interest, a copy of the Option Agreement and confirmation of outstanding Option terms; and a copy of the Notice of Assignment of the Seller’s interest to be delivered to the Optionor. | |
| B. |
For each License in which the Seller has a partial interest, a copy of any participation or joint venture agreement with the other parties holding a partial interest in the License. | |
| C. |
A release in favour of the Purchaser regarding shares that the Seller had previously assigned to the Purchaser, more completely described in Schedule C. |
| 3.5.2 |
The Purchaser shall deliver a release in favour of the Seller of the loan of $1,500,000 and a share certificate for 5,051,250 shares of the Purchaser registered to the Seller, more completely described in Schedule C. |
ARTICLE 4
REPRESENTATIONS AND
WARRANTIES
| 4.1 |
Representations and Warranties of the Seller |
|
The Seller severally represents and warrants to the Purchaser with respect to himself or itself, as follows: |
| (a) |
The Seller has all requisite power and authority to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith; | |
| (b) |
When executed and delivered by the Seller, this Agreement shall constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; | |
| (c) |
Schedule A to this Agreement accurately and completely sets forth a description of the Property; | |
| (d) |
Schedule B to this Agreement accurately and completely sets forth the Seller’s interest in each License comprising the Property; | |
| (e) |
Schedule C to this Agreement accurately and completely sets forth the Purchase Price and copies of the Seller and Purchaser’s Releases; | |
| (f) |
There are no undisclosed parties who have a beneficial interest in the Seller’s interest in each License; |
4
| (g) |
The Purchaser has obtained independent legal counsel and has confirmed it understands and agrees to the terms of this Agreement; | |
| (h) |
The Seller has and will transfer to the Purchaser, good and marketable title its particular interest in each License comprising the Property free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws. |
| 4.2 |
Representations and Warranties of the Purchaser |
|
Purchaser represents and warrants to the Seller that Purchaser has the corporate power and authority to enter into this Agreement and to carry out the intent and purpose thereof and this Agreement constitutes the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms; | |
| 4.3 |
Nature and Survival of Representations |
|
All representations, warranties, covenants and agreements contained in this Agreement and in any document or instrument executed and delivered in connection with the completion of the transaction contemplated hereby on the part of each of the Parties shall survive the Closing Time, the execution and delivery hereunder of any instruments of conveyance, assignments or other instruments of transfer of title to the Property and the issuance of any securities as contemplated under this Agreement shall continue in full force and effect from and after the Closing Date forever. |
ARTICLE 5
GENERAL
| 5.1 |
Notices |
|
All notices which may or are required to be given pursuant to any provisions of this Agreement shall be given or made in writing as follows: |
In the case of the Seller:
Geo Can
Resources Company Limited
Address: X.X. Xxx 00000, Xxx xx Xxxxxx, Xxxxxxxx
Fax No.: 0-000-000-0000
Attention: Xxxxx Kalenuik
Email:
xxxxxxxxxx@xxxxx.xxx
with a copy to:
Xxxxxx XxXxxxxx
Suite 810 - 000
Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Fax No.:(000)
000-0000
5
| In the case of the Purchaser: | |
| Address: 000 X. Xxxxxx Xxxxxx, | |
| Xxxxxx Xxxx, Xxxxxx XXX 00000 | |
| Fax No.: 0-000-000-0000 | |
| Attention: Xxxxx Kalenuik | |
| Email: xxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx |
|
The Parties may change their respective addresses for notices by notice given in the manner set out in this Section 5.1. Any such notice or other communication shall be in writing and, unless delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, shall be given by facsimile and shall be deemed to have been given when: (i) in the case of a notice delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, when so delivered; and (ii) in the case of a notice delivered or given by facsimile, on the first business day following the day on which it is sent. | |
| 5.2 |
Successors and Assigns |
|
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. | |
| 5.3 |
Severability |
|
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or the other documents. | |
| 5.4 |
Counterparts |
|
This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one and the same agreement. | |
| 5.5 |
Governing Law |
|
This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada, United States of America and shall be treated in all respects as a State of Nevada contract, and each Party hereby irrevocably and unconditionally submits to the non- exclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. The Parties irrevocably waive any objection that they now or hereafter have that any action or proceeding has been brought in an inconvenient forum. |
IN WITNESS WHEREOF, each of the parties to this Agreement has executed or caused this Agreement to be executed as of the date first above written.
6
GEO CAN RESOURCES COMPANY LIMITED
By its authorized
signatory:
Per: /s/Xxxxx Kalenuik
Xxxxx Kalenuik, President
KILIMANJARO MINING COMPANY, INC.
By its authorized
signatory:
Per: /s/Xxxxx Kalenuik
Xxxxx Kalenuik, President
7
SCHEDULE A
List of Licenses comprising the Property
Part 1 - Gold
License Prospects
| LICENSE SNo NO |
PROJECT NAME |
Transferred To |
Renewal Application No. |
Fresh Appication No. |
(SqKm) |
Comments |
XXXXXXXX |
XXXXXXXX |
|
0 |
XX 0000/0000 |
XXXXX |
Geo Can |
HQ- G15190 |
21.59 |
Geita |
Geita |
||
HQ- P17022 |
20.85 |
Offer is out, waiting for License |
|||||||
2 |
PL 4511/2007 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
51.63 |
Masinono |
Musoma |
|||
3 |
PL 4653/2007 |
MUSOMA BUNDA MURANGI/Kinyambwiga |
Geo Can |
30.73 |
Kinyambwiga |
Musoma |
|||
4 |
PL 3482/2005 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
HQ- G15670 |
23.25 |
Offer is out, waiting for License, anticipate change in size & rent |
Murangi |
Musoma |
|
| HQ- P19172 |
12.14 |
Offer is not out |
|||||||
5 |
PL 4818/2007 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
29.11 |
Murangi |
Musoma |
|||
6 |
PL 4815/2007 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
21.99 |
Murangi |
Musoma |
|||
7 |
PL 3350/2005 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
HQ- G15539 |
30.55 |
Offer is not out, anticipate change in size & rent |
Suguti |
Musoma |
|
| HQ- P18625 |
15.27 |
Offer is not out |
|||||||
8 |
PL 3966/2006 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
72.57 |
Suguti |
Musoma |
|||
9 |
PL 1880/2002 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
30.31 |
Expired - applied under fresh application for 100%; waiting for Application number |
Murangi |
Musoma |
||
10 |
PL 3502/2005 |
MUSOMA BUNDA XXXXXXX |
Xxx Can |
HQ- G15635 |
21.98 |
Offer is not out, anticipate change in size & rent |
Murangi |
Musoma |
|
| HQ- P19090 |
10.99 |
Offer is not out |
|||||||
11 |
PL 5122/2008 |
MUSOMA BUNDA MURANGI |
Xxx Xxx |
15.2 |
Suguti |
Musoma |
|||
12 |
PL 4531/2007 |
UYOWA |
Geo Can |
95 |
Uyowa |
Urambo |
|||
8
13 |
PL 3425/2005 |
UYOWA |
Geo
Can |
HQ- G15593 |
170.33 |
Offer is not out, anticipate change in size & rent |
Uyowa |
Uyowa |
|
| HQ- P18861 |
85.17 |
Offer is not out |
|||||||
14 |
HQ-P16177 |
UYOWA |
Geo
Can |
170.92 |
Waiting for PL Number |
Uyowa |
Urambo |
||
15 |
PL 5009/2008 |
UYOWA |
Geo
Can |
244.32 |
Uyowa |
Urambo |
|||
16 |
PL 4749/2007 |
UYOWA |
Xxx
Xxx |
34.24 |
Kisimani River and Iseramigasi |
Urambo |
|||
17 |
PL 5153/2008 |
UYOWA |
Geo
Can |
134.96 |
Uyowa |
Uyowa |
|||
18 |
PL 3557/2005 |
UYOWA |
Geo
Can |
Missed renewal date. Applied as 100% Fresh application |
Igwisi |
Uyowa |
|||
| HQ- P19113 |
171.1 |
Offer is not out |
|||||||
19 |
PLR 4188/2006 |
KAHAMA SOUTH |
Geo
Can |
HQ- G15842 |
184 |
100% renewal. There will be changes as it is for a PL. Offer not out. |
Kahama South |
Kahama |
|
20 |
PLR 0000/0000 |
XXXXXX XXXXX |
Xxx
Xxx |
XX- X00000 |
61.09 |
100% renewal. There will be changes as it is for a PL. Offer not out. |
Xxxxxx |
Xxxxxx |
|
00 |
XX 0000/0000 |
XXXXXXX |
Xxx
Xxx |
HQ- G15741 |
20.74 |
Offer is not out, anticipate change in size & rent |
Nyanza |
Musoma |
|
| HQ- P19452 |
9.25 |
Offer is not out |
|||||||
| 22 | PL4892/2007 | BUHEMBA | Xxx Xxx | 19.96 | Nyagubu | Musoma | |||
23 |
PL 2979/2005 |
BUHEMBA |
Geo
Can |
HQ- G15354 |
68 |
Bunda South |
Bunda |
||
| HQ- P17507 |
34.92 |
Offer is out, waiting for License |
|||||||
24 |
PL 4882/2007 |
TARIME NORTH XXXX |
Xxx
Xxx |
61.51 |
Tarime |
Nyagisa/ Tarime |
|||
25 |
PL 2677/2004 |
TARIME NORTH XXXX |
Xxx
Geo |
77.91 |
Tarime |
Tarime |
|||
26 |
PL 3340/2005 |
TARIME NORTH XXXX |
Xxx
Can |
HQ- G15540 |
194.56 |
Offer is out, waiting for License, anticipate change in size & rent |
Ikoma |
Tarime |
9
| HQ- P18623 |
93.38 |
Offer is out, waiting for License |
|||||||
27 |
PL 3341/2005 |
TARIME NORTH XXXX |
Xxx
Can |
HQ- G15542 |
51.25 |
Offer is not out, anticipate change in size & rent |
Utegi |
Tarime |
|
HQ- P18622 |
25.63 |
Offer is not out |
|||||||
28 |
PL 3339/2005 |
TARIME NORTH XXXX |
Xxx
Can |
HQ- G15541 |
3.57 |
Offer is not out, anticipate change in size & rent |
Tarime |
Tarime |
|
| HQ- P18621 |
1.79 |
Offer is not out |
|||||||
29 |
PL 3005/2005 |
TARIME NORTH XXXX |
Xxx
Geo |
HQ- G15362 |
42.72 |
Only applied for renewal (50% of original 85 xx.xx.) Original owner, R.S.R. applied for fresh application. |
Tarime |
Mara Tarime |
|
30 |
PL 4225/2007 |
TARIME NORTH XXXX |
Xxx
Can |
42.35 |
Xxxxxxx |
Xxxxxx |
|||
00 |
XX 0000/0000 |
XXXXXX NORTH XXXX |
Xxx
Geo |
40.97 |
Tarime |
Tarime |
|||
32 |
PL 3355/2005 |
NORTH MARA NYABIGENA EAST |
Geo
Can |
24.06 |
Nyamwanga/ Nyamongo |
Tarime |
|||
33 |
PL 4645/2007 |
NORTH MARA NYABIGENA EAST |
Geo
Can |
16.9 |
Tarime |
Xxxxxx |
|||
00 |
XX 0000/0000 |
XXXXXXX-XXXXXXX |
GeoCan |
HQ- G15538 |
25.52 |
Offer is not out, anticipate change in size & rent |
Kubaisi |
Musoma |
|
| HQ- P18620 |
12.76 |
Offer is not out |
|||||||
35 |
PL 4726/2007 |
KUBAISI-KISERYA |
GeoCan |
106.29 |
Tarime |
Xxxxxx |
|||
00 |
XX 0000/0000 |
XXXXXXX-XXXXXXX |
Xxx
Xxx |
27.34 |
Kiterere Hills |
Tarime & Serengeti |
|||
37 |
PL 3439/2005 |
KAHAMA SHINYANGA |
Geo
Can |
HQ- G15592 |
47.74 |
Offer is not out, anticipate change in size & rent |
Wendele |
Kahama |
|
| HQ-P 18860 |
23.87 |
Offer is not out |
|||||||
00 |
XX 0000/0000 |
XXXXXXXX |
Geo
Can |
HQ- G15188 |
63.71 |
Offer is out, waiting for License, anticipate change in size & rent |
Magu |
Magu |
10
| HQ- P16882 |
36.31 |
Offer is out, waiting for License |
|||||||
00 |
XX 0000/0000 |
XXXXXXXX |
HQ- Geo Can G15189 |
76.81 |
Offer is not out, anticipate change in size & rent |
Bunda South |
Mara |
||
| HQ- P17306 |
39 |
Offer is not out |
|||||||
00 |
XX 0000/0000 |
XXXXXXXX |
HQ- Geo Can G15365 |
113.31 |
Offer is out, waiting for License, anticipate change in size & rent |
Xxxxx |
Xxxx |
||
| HQ- P17617 |
56.74 |
Offer is out, waiting for License |
|||||||
41 |
PL 5469/2008 |
IGUSULE |
Geo Can |
23.01 |
Igusule East |
Igusule East |
|||
42 |
PL 2702/2004 |
IGUSULE |
Geo Can |
23.01 |
Igusule |
Igusule |
|||
| LICENSES THAT EXPIRED |
ASSOCIATED FRESH APPLICATIONS: |
||||||||
| PL 3557/2005 |
HQ-P19113 |
||||||||
| PL 2309/2003 |
HQ-P19149 |
||||||||
| PL 3311/2005 |
HQ-P19000 |
Part 2 – Uranium Licenses Prospects
| SNo | LICENSE NO | PROJECT NAME | RENEWAL APPLIC. NO | FRESH APPLIC. NO. | TRANSFERRED TO | PROSPECT | AREA (SqKm) | COMMENTS |
| 1 | PLR 4433/2007 | MBINGA | Geo Can | Mbinga | 1101 | Expires MAY 7/09 | ||
| 2 | PLR 4335/2007 | MBINGA | Geo Can | Litembo | 462.5 | Expires MAY 7/09 | ||
| 3 | PL 4254/2007 | MBINGA | Geo Can | Pulambili, Mbinga | 197.5 | |||
| 4 | PLR 4345/2007 | MBINGA | Geo Can | Mbinga | 980 | Expires MAY 7/09 | ||
| 5 | PLR 4346/2007 | MBINGA | Geo Can | Mbinga | 307.1 | Expires MAY 00/00 | ||
| 0 | XX 0000/0000 | XXXXXX | Geo Can | Makete | 173 | Expires SEPT 17/09 | ||
| 7 | PL 4406/2007 | KIWIRA | Geo Can | Chunya/ Mbeya | 101.6 | |||
| 8 | PL 4514/2007 | KIWIRA | Geo Can | Kyela | 139.6 | |||
| 9 | PL 4211/2007 | BAHI | Tan Xxx | Xxxx | 87.64 |
11
| 10 | PLR 4297/2007 | NJOMBE | HQ-G 15934 | HQ -P 20180 | Geo Can | Njombe | 282.2 | |
| 00 | XX 0000/0000 | XXXX XXXXX | HQ-G 15882 | HQ-P 19941 | Geo Can | Chunya/ Mbeya | 268.8 | |
| 12 | PLR 4692/2007 | MKUJU EAST | Geo Can | LIWALE | 423.5 | Expires SEPT 16/09 | ||
| 13 | PLR 4644/2007 | MKUJU EAST | Geo Can | Madaba North | 672.79 | Expires AUG 0/00 | ||
| 00 | XX 0000/0000 (XXXX XXX) | BAHI – HOMBOLO | Geo Can | Bahi |
Note: Properties/Licenses
listed on Part 1 as 11, 16, 21, 22, 24, 25, 29, 31 and 36 and Part 2 as 9 are
titled in the name of Xxx Xxx Exploration Limited and Geo Can Resources Company
Limited has an Option to Purchase Property Agreement to acquire up to100%
ownership in each of them according to the terms and conditions of the
agreement.
PL2747, 3006, 2910, 4339, 2702, 5469, 2806 and 4653 are under an
Option agreement with Lake Victoria Mining Company.
12
SCHEDULE B
Seller’s interest in each License
Seller holds 100% ownership interest in all licenses listed on Schedule A, directly or indirectly. It should be noted that PL2747, 3006, 2910, 4339, 2702, 5469, 2806 and 4653 are under an Option agreement with Lake Victoria Mining Company.
SCHEDULE C
PURCHASE PRICE
| 1. |
Forgiveness by the Purchaser of prior loans to the Seller in the principal amount of US$1,500,000 including any unpaid interest to the date of Closing. |
| 2. |
Purchaser to retain 6,350,300 restricted common shares of Lake Victoria Mining Company (LVCA:OTCBB) previously issued to the Purchaser by assignment of the Seller in regard to option agreements that the Seller entered into between itself and Lake Victoria Mining Company, Inc. |
| 3. |
The delivery at Closing of 5,176,250 treasury shares of the Purchaser at a deemed price of $0.05 |
RELEASE FOR THE SELLER:
May 05, 2009
Re: Release in favour of the Seller, Geo Can Resources Company Limited, for $1,500,000 loan amount advanced by Kilimanjaro.
For good and valuable consideration, the receipt of which is hereby acknowledged within the Property Purchase Agreement dated May 05, 2009, Schedule A and C, Kilimanjaro Mining Company, Inc. (“the Releasor”), a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A., with a registered office located at 000 X. Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000, does release Geo Can Resources Company Limited, (“the Releasee”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at X.X. Xxx 00000, Xxx xx Xxxxxx, Xxxxxx Xxxxxxxx of Tanzania, for any and all claims that the Releasor may have against the Releasee for the loan amount of $1,500,000 that has been advanced to the Releasee by the Releasor between 2007 and 2009.
The Releasor has executed or caused this Release to be executed as of the date above.
KILIMANJARO MINING COMPANY, INC.
By its authorized
signatory:
Per:
/s/Xxxxx Kalenuik
Xxxxx Kalenuik,
President
SCHEDULE C (cont’d)
RELEASE FOR PURCHASER:
May 05, 2009
Re: Release in favour of the Purchaser, Kilimanjaro Mining Company, Inc. for shares previously assigned by Geo Can.
For good and valuable consideration, the receipt of which is hereby acknowledged within the Property Purchase Agreement dated May 05, 2009 in Schedule C, Geo Can Resources Company Limited (“the Releasor”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at X.X. Xxx 00000, Xxx xx Xxxxxx, Xxxxxx Xxxxxxxx of Tanzania, does release Kilimanjaro Mining Company, Inc., (“the Releasee”) a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A., with a registered office located at 000 X. Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000, for any and all claims that the Releasor may have against the Releasee for the 6,450,300 Lake Victoria Mining Company, Inc. that the Releasor previously assigned to the Releasee and that the Releasee holds as of the date of this release.
The Releasor has executed or caused this Release to be executed as of the date above.
GEO CAN RESOURCES COMPANY LIMITED
By its authorized signatory:
Per:
/s/Xxxxx
Kalenuik
Xxxxx
Kalenuik, President
15
SCHEDULE D
CLOSING DETAILS
Closing Date: May 5, 2009
Location: Vancouver, B.C.
Time: 1 PM PST
Date:
16
SCHEDULE E
BOARD OF DIRECTORS RESOLUTIONS
ACCEPTING THE PROPERTY
PURCHASE AGREEMENT
