EXHIBIT 4.77
PURCHASE AND SALE AGREEMENT
AJAX PROPERTY (ONTARIO)
THIS AGREEMENT is dated for reference and made effective as of JUNE 13TH, 2005
BETWEEN
AURORA-LARDER MINING CORPORATION LIMITED (AS TO 50%)
X.X. Xxx 000, 00 Xxxxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxx X0X 0X0
Fax: 000.000.0000
and
KIRNOVA CORP. (AS TO 50%)
X.X. Xxx 000, 00 Xxxxxxxx Xxxx Xxxxxxxx Xxxx, Xxxxxxx X0X 0X0
Fax: 000.000.0000
(the above hereinafter collectively referred to as the
"VENDOR")
COLLECTIVELY, OF THE FIRST PART
AND
XXXXXX GOLD CORP.
711 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Fax: 000.000.0000
(the above hereinafter referred to as "XXXXXX")
OF THE SECOND PART
WHEREAS the Vendor is the beneficial owner of three staked mining claims
situated in Ontario more particularly described in SCHEDULE "A" attached hereto
(the "PROPERTY");
AND WHEREAS the Vendor desires to sell and Xxxxxx desires to purchase an
undivided 100% interest in and to the Property upon terms and subject to the
conditions herein contained.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained the parties agree as follows:
1. PURCHASE AND SALE
The Vendor shall and hereby covenants to sell, transfer and assign to Xxxxxx all
of its right, title, interest and obligations in and to the Property, and Xxxxxx
shall and hereby covenants to purchase all of the Vendor's right, title,
interest and obligations in and to the Property. Commencing from and after the
date above, Xxxxxx shall be solely responsible for its own account all costs and
obligations pertaining to, or associated with, the Property.
2. PURCHASE PRICE
As consideration for the purchase and sale of the Property, Xxxxxx agrees to
deliver to the Vendor:
(a) A non-refundable payment of Thirty Thousand Canadian Dollars
(CAD$30,000) upon signing of this Agreement,
(b) Three Hundred Thousand (300,000) common shares of Xxxxxx to be
delivered to the Vendor within Five (5) days of regulatory
approval. Regulatory approval shall be sought within Five (5)
days of the effective date of this Agreement, and
(c) A final cash payment of Fifty Thousand Canadian Dollars
(CAD$50,000) within Sixty (60) days of the effective date of
this Agreement.
3. COMPLETION OF SALE
When Xxxxxx has paid $80,000 to the Vendor and issued 300,000 common shares of
Xxxxxx to the Vendor as per the payment schedule in Section 2 above, Xxxxxx
shall be deemed to have acquired an undivided 100% interest in and to the
Property, subject only to a royalty as hereinafter described.
4. ROYALTY INTEREST
The Vendor shall be entitled to receive and Xxxxxx shall be obligated to pay to
the Vendor a royalty equal to 2% of production from the Property calculated and
payable in accordance with the provisions of SCHEDULE "B" attached hereto (the
"ROYALTY").
Xxxxxx may at any time purchase one half of the Royalty (viz. 1%) from the
Vendor for One Million Canadian Dollars (CAD$1,000,000) thereby leaving the
Vendor with a 1% Royalty.
5. REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor hereby represents and warrants to Xxxxxx that:
(a) the Vendor is the legal and beneficial owner of the Property,
(b) the Property consists of those staked mining claims more
particularly described in Schedule "A" attached hereto, and
that such mining claims were located and recorded in
accordance with the applicable laws of Ontario and are valid
and subsisting as of the date of execution and delivery of
this Agreement,
(c) the Property is in good standing, free and clear of all liens,
charges and encumbrances,
(d) there are no pending or threatened actions, suits, claims or
proceedings regarding the Property, and
(e) the Vendor has the exclusive right and authority to enter into
this Agreement and to dispose of the Property in accordance
with the terms hereof, and that no other person, firm or
corporation has any proprietary or other interest in the same.
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The representations and warranties of the Vendor herein before set out are
conditions upon which Xxxxxx has relied on in entering into this Agreement.
6. FURTHER ASSURANCES
The parties hereto agree to execute all such further documents and to do or
cause to be done all acts necessary to implement and carry into effect the
provisions and intent of this Agreement.
7. TITLES
The titles to the respective paragraphs hereof shall not be deemed to form part
of this Agreement but shall be regarded as having been used for convenience of
reference only.
8. SCHEDULES
The Schedules to this Agreement shall be construed with and as an integral part
of this Agreement to the same extent as if they were contained in the body
hereof.
9. APPROVALS
The Vendor and Xxxxxx hereby acknowledge that this Agreement shall be subject to
all necessary regulatory approvals and conditions.
10. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the laws of Canada.
11. PRIOR AGREEMENTS
This Agreement contains the entire agreement between the parties in respect of
the Property and supersedes all prior agreements, representations and warranties
made by and between the parties hereto with respect to the Property, which said
prior agreements shall be deemed to be null and void upon the execution hereof.
12. EXECUTION IN COUNTERPARTS AND DELIVERY
This Agreement may be executed in any number of counterparts with the same
effect as if all parties had signed the same document and may be delivered by
facsimile or other means of electronic communication producing a printed copy.
IN WITNESS WHEREOF the parties hereto have executed these presents as of the day
and year first above written.
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The COMMON SEAL of )
)
AURORA-LARDER MINING CORPORATION LIMITED )
was hereunto affixed in the presence of: )
)
By: /s/ Xxxxx X. XxXxxxxx )
Xxxxx X. XxXxxxxx, President )
KIRNOVA CORP. )
)
)
By: /s/ Xxxxxx X. XxXxxxxxx )
Xxxxxx X. XxXxxxxxx, President )
The COMMON SEAL of )
)
XXXXXX GOLD CORP. )
was hereunto affixed in the presence of: )
)
By: /s/ Xxxxxxx X. Xxxxxx )
Authorized Signatory )
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SCHEDULE "A"
Referred to in the Agreement dated for reference and made effective as of JUNE
13TH, 2005 between AURORA-LARDER MINING CORPORATION LIMITED and KIRNOVA CORP.
and XXXXXX GOLD CORP.
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PROPERTY
The Property consists of the following staked mining claims:
CLAIM NUMBER TOWNSHIP NUMBER OF UNITS DATE OF RECORDING
L-3013125 Strathy 1 June 1, 2005
L-3013126 Strathy 1 June 1, 2005
L-3013127 Strathy 1 June 1, 2005
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SCHEDULE "B"
Referred to in the Agreement dated for reference and made effective as of JUNE
13TH, 2005 between AURORA-LARDER MINING CORPORATION LIMITED and KIRNOVA CORP.
and XXXXXX GOLD CORP.
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ROYALTY
1. For all diamonds, gems and other precious and semi-precious stones
("STONE PRODUCTS") mined or produced from the Property, Xxxxxx shall
pay to the Vendor a Royalty equal to a percentage of the net sales
returns ("NSAR") realized from the sale or disposition of the Stone
Products.
2. For all metals, bullion or concentrates ("OTHER PRODUCTS") mined or
produced from the Property, Xxxxxx shall pay to the Vendor a Royalty
equal to a percentage of the net smelter returns ("NSMR") realized or
deemed to be realized as hereinafter provided, from the sale or
disposition of the Other Products.
3. The aforementioned percentage of the NSAR and percentage of the NSMR
shall be that determined in accordance with the provisions of Section 4
of the Agreement to which this Schedule B forms a part; and in the
calculation of the Royalty, such percentage is applied to 100% of the
NSAR or NSMR, as the case may be, regardless of dilution of Xxxxxx'x
working interest or entitlement with respect to the Agreement, the
Property or the Products.
4. For the purposes of this Schedule B, the term "PRODUCTS" shall be
interpreted as a collective reference to Stone Products and Other
Products and the term "ROYALTY" shall be interpreted as a collective
reference to the NSAR Royalty and the NSMR Royalty.
5. Net Sales Returns Royalty - Stone Products
a. Net sales returns means the gross proceeds from the sale or
disposition of Stone Products to an independent purchaser,
after deducting therefrom the cost of Valuation, Sorting,
Shipping and Insurance in connection with the Stone Products
as well as any sales, excise, production, export and other
duties, levies, assessments and taxes (except income taxes)
payable on the production or sale of Stone Products (but not
income taxes), and for the purposes hereof:
i. "VALUATION" means the establishing of a value for
each lot or group of sorted Stone Products for
purposes of reference when negotiating with a
potential purchaser of the same;
ii. "SORTING" means separation of Stone Products from
waste materials and dividing them into groups
according to quality, size, or other characteristics,
and then the division of such groups into appropriate
lots or groups for valuing and/or sale, it being
acknowledged that in the case of gem quality Stone
Products, a group or lot may be a single stone;
iii. "SHIPPING" means all methods of transportation or
places of storage of Stone Products from the moment
they leave the Property until the passing of title
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thereto or risks therefore (whichever is the later)
to an independent purchaser, including, without
limitation, any cost that may be incurred by reason
of such methods or places used or any sorting or
valuation facilities being situated off the Property;
and
iv. "INSURANCE" means all insurance that Xxxxxx considers
advisable to protect all or part of the Stone
Products in the possession or control of Xxxxxx
(including, without limitation, during shipping)
until the passing of title thereto or risks therefore
(whichever is the later) and including, without
limitation, the insurance or bonding of any person
who does or may come into contact with any such Stone
Products at any point during the operations of Xxxxxx
whether such person is an employee of Xxxxxx or
otherwise.
b. If Stone Products are sold to any entity with which Xxxxxx
does not deal at arm's length, the Stone Products shall for
the purposes hereof be deemed to have been sold at prices
determined by an independent valuator chosen by the Vendor.
x. Xxxxxx shall not have the right to commingle Stone Products
produced from the Property with similar products produced from
other properties.
6. Net Smelter Returns Royalty - Other Products
a. Net smelter returns means the gross proceeds from the sale or
disposition of Other Products removed from the Property after
deducting the costs of treatment, tolling, smelting, refining
and minting of such products and all costs associated
therewith such as transporting, insuring, handling, weighing,
sampling, assaying and marketing, as well as all penalties,
representation charges, referee's fees and expenses, import
taxes and export taxes; and the term "smelter" shall mean
conventional smelters as well as any other type of production
plant used in lieu of a conventional smelter to reduce
concentrates.
b. If smelting, refining, treatment, assay or sampling of Other
Products is performed by facilities owned or controlled by
Xxxxxx or any of its affiliates, all charges, costs and
penalties therefore to be deducted pursuant to the foregoing
paragraph shall be equal to and not exceed actual costs
incurred by Xxxxxx in carrying out such processes and shall
not exceed such amounts which Xxxxxx would have incurred if
such operations were conducted at facilities operating at
arm's length to Xxxxxx, and which were then offering
comparable services for comparable quantities and quality of
Other Products.
x. Xxxxxx shall have the right to commingle Other Products
produced from the Property with metals, bullion or
concentrates produced from other properties. Before
commingling, Other Products from the Property shall be
weighed, sampled, assayed, measured or gauged by Xxxxxx in
accordance with sound mining and metallurgical practices for
moisture, penalty substances and payable content. Records
shall be kept by Xxxxxx for a reasonable time showing weights,
moisture and assays of payable content. Prior to commingling,
Xxxxxx shall give thirty (30) days notice to the Vendor
specifying its decision to commingle and outlining the
procedures it proposes to follow.
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7. General
a. Royalties shall accrue at the time of sale or deemed sale, as
applicable, and they shall become due and payable in cash on a
calendar quarter basis, on the twentieth (20th) day of the
month next following the calendar quarter in which they
accrue.
b. At the time of making each Royalty payment to the Vendor,
Xxxxxx shall provide the Vendor with a certificate of a senior
officer of Xxxxxx certifying as to the accuracy of the
calculations of the Royalty payment and setting out the method
of the calculation thereof to which shall be attached a true
copy of the related smelter or sales receipt or receipts.
c. Net sales returns and net smelter returns upon the respective
Products shall be calculated exclusively as provided herein,
and the Royalty computed thereon shall be determined without
regard to any "hedging", "forward", "futures" or comparable
sales (collectively referred to as "FUTURE trading") of such
Products by or on behalf of Xxxxxx. The Vendor shall not be
entitled to any benefit of or be subject to any loss
attributable to such future trading by Xxxxxx.
x. Xxxxxx shall cause to be kept proper books of account, records
and supporting materials covering all matters relevant to the
calculation of Royalties payable to the Vendor, and the
reasonable verification thereof; and the Vendor shall have,
from time to time, the unfettered right, during regular
business hours and on reasonable notice, to carry out at its
sole cost and expense an audit by established independent
professionals chosen by the Vendor, of the methodology and
manner of calculating all Royalty payments hereunder and
Xxxxxx shall provide, during regular business hours and on
reasonable notice, unrestricted access to its books, accounts,
records, vouchers, smelter settlements, sales receipts and
related documentation for this purpose. Should there be any
difference in the amount of the Royalty payment or payments
which are ultimately determined by the process to be in the
Vendor's favour, which exceed three (3%) percent of the amount
of the Royalty paid to the Vendor, then the cost of said
audit, to the extent reasonable, shall be reimbursed to the
Vendor by Xxxxxx.
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