PURCHASE AGREEMENT
EXHIBIT
10.1
BY THIS PURCHASE AGREEMENT
effective as of the
30
day of November, 2009 (the "Effective Date"),
BY
AND BETWEEN
Kingsmere Mining Ltd., 73460
Desert Greens Drive North Palm Desert Cal. 92260 ("Kingsmere")
AND
Ironwood Gold Corp., 0000 X.
Xxxxxxxx Xxxxxxx, #000 Xxxxxxxxxx, XX 00000 ("Ironwood")
WHEREAS Kingsmere, in
consideration of the agreements set forth herein, has granted certain rights to
Ironwood under the following terms and conditions:
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1.
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Definitions
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a. Definitions
- The words and phrases used in this Agreement shall have the following
meanings:
(1) The
"Property" shall include those certain unpatented placer mining claims situated
in Lincoln County, Nevada, more particularly described in Exhibit A attached
hereto.
(2) "Shares"
means fully paid and non-assessable common shares in the capital of IRONWOOD,
issued pursuant to exemptions from registration and prospectus requirements
contained in the United States Securities Act of 1933 and the rules and
regulations promulgated thereunder, which Shares shall contain such restrictive
legends regarding applicable hold periods as required by such securities
laws.
(3) "Dollar(s)"
or "$" shall mean currency of the United States.
c. Transfer of Title –
Upon Ironwood's completion of its obligations under subsection a and b of
Section 2, Kingsmere shall transfer title of the Property to
Ironwood.
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2.
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Consideration
to Kingsmere
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a. Payments - Ironwood shall pay
Kingsmere in consideration of the transfer of title to the Property and other
rights granted under this Agreement Sixty Five Thousand Dollars ($65,000.00)
upon execution of this Agreement.
b. Stock Transfer – As
additional consideration, the Purchase Price shall include the issuance of
500,000 Shares, subject to such conditions as may be imposed by the rules and
regulations of the United States Securities and Exchange
Commission.
c. Conditions for Transfer of Title and
Subsequent Limitations – At such time as the Ironwood has completed the
payments and stock transfers specified in subsections a and b of this Section 2,
the Property shall be transferred to Ironwood by Quitclaim Deed.
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4.
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Obligations
of Ironwood
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a. Indemnity – Ironwood shall
indemnify Kingsmere against and hold Kingsmere harmless from any suit, claim,
judgment or demand whatsoever arising out of negligence on the part of Ironwood
in the exercise of any of its rights pursuant to this Agreement, provided that
if Kingsmere or any person or instrumentality acting on Kingsmere's behalf shall
have been a contributing cause to the event giving rise to such suit, claim,
demand or judgment, Ironwood's obligation to indemnify Kingsmere shall not
exceed Ironwood's liability under the laws applicable to the event giving rise
to such suit, claim, demand or judgment. Likewise, Kingsmere shall similarly
indemnify Ironwood from claims arising out of its negligence in the conduct of
its activities prior to the transfer of title.
b. Payment of Taxes – Ironwood
shall pay all taxes levied against the Property and any improvements on the
Property. Ironwood shall have the right to contest, in the courts or otherwise,
the validity or amount of any
taxes or assessments, before it shall be required to pay the
same.
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5.
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Title
Matters
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a. Representations and Warranties
Related to the Property – Kingsmere represents and warrants to Ironwood
that: (1) the unpatented mining claims constituting the Property have been
located and appropriate record made thereof in compliance with the laws of the
United States and the laws of the State of Nevada, (2) the claim maintenance
fees have been paid for the year beginning on September 1 prior to the effective
date of this Agreement and appropriate record made thereof; (3) there is no
claim of adverse mineral rights affecting the Property, (4) subject to the
paramount interest of the United States, Kingsmere controls the full undivided
possessory title to the Property, (5) Kingsmere's possessory right to the
Property is free and clear of all liens and encumbrances.
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b. Joint Representations —
Ironwood and Kingsmere jointly represent and warrant that each company:
(1) have the full right, power and capacity to enter into this Agreement upon
the terms set forth herein, (2) is incorporated, organized and in good standing
under the laws of the state of its incorporation and is qualified to do business
and is in good standing in the State of Nevada; (3) has obtained all necessary
corporate and shareholder approvals and no further action on the part of its
directors or shareholders is necessary or desirable to make this Agreement valid
and binding; and (4)
neither the execution and delivery of this Agreement nor any of the
agreement referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with any agreement to which it is a
party and by which it is currently bound.
c. Title Documents: Data — Upon
written request of Ironwood at any time, Kingsmere shall promptly deliver to
Ironwood copies of all title documents affecting the Property that Kingsmere has
in its possession. If Kingsmere is in possession or knows the whereabouts of
technical data concerning the mineral estate of the Property, Kingsmere shall,
at Ironwood's expense, furnish copies of such materials to Ironwood or notify
Ironwood of the location of such information.
d. Title Defects, Defense and
Protection — Ironwood has, during its initial due diligence examination
of the Property prior to the Effective Date, examined and approved Kingsmere's
title to the Property. If title to any of the Property is contested or
questioned by any person, entity or governmental agency Kingsmere and Ironwood
shall undertake such actions as
may be required to perfect, defend or initiate litigation to protect such
title.
e. Change of Law — If the law of
the United States concerning acquisition of mineral rights on federally managed
lands is repealed, amended, or new legislation is enacted, Ironwood shall have
the right, at its expense, to take whatever action it deems appropriate to
preserve a right to
explore for, develop, and mine minerals from the Property_ If I Ironwood elects to take any
action under the terms of this subsection, it shall first notify Kingsmere in
writing setting forth the nature of the proposed action and an explanation
thereof. Kingsmere agrees to cooperate with Ironwood and execute whatever
documents are deemed necessary by Ironwood to accomplish such action. Nothing in
this subsection shall impose any obligation upon Ironwood to take any action, or
diminish the right of Kingsmere to take action it deems appropriate; provided,
however, that if Kingsmere chooses to take any action, it will first inform
Ironwood of the nature of such contemplated action.
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6.
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Share
Matters
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Kingsmere
represents and warrants to Ironwood that it is an "accredited" investor as that
term is defined in Rule 501 of Regulation D promulgated under the United States
Securities Act of 1933, as amended, and acknowledges and agrees that the Shares
will be issued in accordance with all applicable securities laws and will be
subject to hold periods and restrictions on resale in accordance with applicable
securities laws and it is Kingsmere's
responsibility to determine what those hold periods and restrictions are before
selling or otherwise transferring any Shares.
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7.
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Notices
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Any
notice or communication required or permitted hereunder shall be effective when
personally delivered or deposited, postage prepaid, certified or registered, in
the United States mail to the addresses specified above. Either party may, by
notice to the other given as aforesaid, change its mailing address for future
notices.
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8.
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Confidentiality
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Each of
the parties agrees that all information obtained under the terms of this
Agreement will not be publicly disclosed or used other than for the activities
contemplated hereunder except as required by law or by the rules and regulations
of any regulatory authority or stock exchange having jurisdiction or with prior
written consent of the other party, such consent not to be unreasonably
withheld.
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9.
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Memorandum
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The
parties to this Agreement agree to execute and record a Memorandum of this
Agreement in a form sufficient to constitute record notice to third parties of
the rights granted hereunder, which may be recorded in the official records of
Lincoln County, Nevada.
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10.
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Construction
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a. Governing Law - This
Agreement shall be construed by the internal laws but not the laws of conflict
of the State of Nevada.
b. Headings - The headings used
in this Agreement are for convenience only and shall not be deemed to be a part
of this Agreement for purposes of construction.
c. Entire Agreement - All of the
agreements and understandings of the parties with reference to the Property are
embodied in this Agreement, and this Agreement supersedes all prior agreements
or understandings between the parties.
d. No Implied Covenants – It is
expressly agreed that no implied covenant or condition whatsoever shall be read
into this Agreement relating to any time frame as the measure of diligence for
any operations of Ironwood hereunder.
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14.
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Further
Assurances
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The
parties agree to perform all acts and execute all documents that may be
necessary to carry out the spirit and intent of this Agreement.
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SIGNED,
effective as of the date recited above.
| Per: |  |
| Author |
Signatory Kingsmere
Mining Ltd.
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Per:
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