MINERAL PROPERTY OPTION AGREEMENT
Exhibit
10.1
THIS AGREEMENT is dated the
25th of September 2009.
BETWEEN
Odenza Corp., a company duly
incorporated in the State of Nevada having an office at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(“Optionee”)
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
(“Owner”)
WHEREAS
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A.
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The
Owner legally and beneficially owns Prospecting License P21/709 located in
the ▇▇▇▇▇▇▇▇▇ Mineral-field in Western Australia and more particularly
described on the attached Schedule “A” and known as the Island
Project Lake Austin (collectively the
“Property”).
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B.
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The
Owner wishes to grant an exclusive option to the Optionee to acquire one
hundred percent (100%) interest in and to the Property and the Optionee
wishes to acquire the same on the terms and conditions set forth
herein.
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NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
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1.
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GRANT
OF OPTION
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1.1
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The
Owner hereby gives and grants the Optionee the sole and exclusive right
and option (the “Option”) to acquire from the Owner a one hundred percent
(100%) undivided legal, beneficial and register-able interest in and to
the Property in accordance with the terms of this
Agreement.
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1.2
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The
consideration in order for the Optionee to exercise the Option and to earn
its interest in the Property will be as
follows:
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1.2.1
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Upon
signing this formal option agreement, cash consideration of $4000,
Australian.
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1.2.2
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The
option period is for two years from the date of signing of this
agreement.
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1.2.3
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Net
Smelter Return Royalty: The property shall not be subject to net smelter
royalty out side that which may be negotiated when securing registered
interested Native Title Party
agreements.
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1.2.4
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Maintenance
of Property in Good Standing: During the tenure of this agreement, the
Owner undertakes to meet the minimum expenditure commitment on the
property and arrange and pay for sufficient exploration work to be carried
out on the property to keep the property in good standing from the date of
the agreement. Expenditure shall be of a nature that is permissible to be
claimed as expenditure in connection with mining as defined by the Mining
▇▇▇ ▇▇▇▇ and Mining Regulations 1981 (as amended). Expenditure
can include geological services, drilling, sampling, assaying, aerial
photography, any geotechnical service such as geophysics, aerial magnetic
surveys, ground surveys, field inspections by qualified persons, being
geologists and geoscientists, mapping, soil sampling, stream sediment
sampling and any other recognised geological service that can be applied
to the tenements that will investigate the potential of the
tenements
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1.2.5
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The
exercise price of the option is $50,000 cash to be paid at the same time
that the Notice of Exercise of Option is sent to the Owner. The payment is
to be made in Australian Dollars and can be made by a recognised Bank
Cheque.
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1.3
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Upon
failure of the Optionee to deliver the consideration comprising the Option
payment within the time period set forth herein, the Owner shall provide
the Optionee with a written notice of default and the Optionee shall have
a period of 30 days following receipt of such notice of default to rectify
the same, failing which this Agreement shall automatically terminate at
the end of such 30 days notice period without further notice from the
Owner.
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2.
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REGISTRATION
AND TRANSFER OF PROPERTY INTEREST
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2.1
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Upon
request by the Optionee and at any time after the terms of this Agreement
have been met, the Owner shall transfer the Property to the Optionee and
record the transfer with appropriate
recorded.
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3.
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REPRESENTATIONS
AND WARRANTIES
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3.1
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The
Optionee represents and warrants to the Owner
that:
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a)
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it
is a company duly incorporated, validly subsisting, and in good standing
under the laws of the State of
Nevada;
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b)
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it
has full power and authority to enter into and perform its obligations
under this Agreement;
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c)
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and
the signing, delivery and performance of this Agreement will not conflict
with any other Agreement; and
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d)
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The
Optionee is not a reporting issuer and the common shares of the Optionee
are not listed for trading any stock
exchange.
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3.2
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The Owner
hereby represents and warrants to the Optionee
that:
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(a)
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He
has full power, capacity and authority to enter into and perform their
obligations under this Agreement;
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(b)
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He
is the beneficial and registered owner of Prospect License
P21/709;
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(c)
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The
Property is accurately described in Schedule A attached hereto and forming
a material part of this Agreement;
and
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(d)
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The
Owner have the exclusive right to enter into this Agreement and have all
necessary authority to dispose of their interest in and to the Property in
accordance with the terms of this
Agreement.
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4.
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COVENANTS
OF THE OWNER
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4.1
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While
the Option remains outstanding, the Owner covenants and agree to the
Optionee that:
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(a)
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As
long as the Optionee is not in default hereunder, not do any act or thing
which would in any way adversely affect the rights of the Optionee
hereunder;
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(b)
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Make
available to the Optionee and its representatives all records, maps, drill
core and files in their possession relating to the Property and permit the
Optionee and its representative at their own risk and expense to take
abstracts there form and make copies
thereof;
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(c)
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Co-operate
with the Optionee in obtaining any access, surface or other rights on or
related to the Property s the Optionee reasonable deems desirable;
and
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(d)
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For
the period of this agreement, the Owner will not stake any further
claims/property within 2 kilometres from the
Property.
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5.
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ASSIGNMENT
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5.1
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Upon
providing written notice to the other party in accordance with the terms
of this Agreement, either party may assign its respective rights and
obligations under this Agreement, provided that the assignee executes an
assumption of all of the assignor's obligations hereunder and agrees to be
bound by all terms and conditions of this Agreement. No such assignment
shall in any way enlarge or diminish the right of obligations of the
Optionee or Owner hereunder. Upon the assumption by the assignee of the
assignor’s obligations, the assigning party shall be fully released from
and shall not be liable or responsible to the non-assigning party in any
way for any duties, costs, payments or other liabilities or obligations
that thereafter arise or accrue directly or indirectly under this
Agreement
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6.
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TERMINATION
OF OPTION
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6.1
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The
Optionee may at any time terminate this Agreement by giving 30-day advance
written notice of said termination to Owner. On or promptly after delivery
of the notice of termination, the Owner shall execute and deliver to the
Optionee a written release of the Agreement in proper form for
recording.
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7.
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GENERAL
PROVISIONS
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7.1.1
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Events
of force majeure
shall suspend the obligations of the parties hereto for their duration,
except for payments of sums of money and for taxes and fees due and owing
on the Property.
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7.1.2
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It
is understood and agreed that the language of this agreement is English
with the consent of the parties
hereto.
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7.1.3
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This
agreement shall be governed by the laws of the State of
Nevada.
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7.1.3.1
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In
the event of a dispute between the parties arising out of this agreement
the matter shall
be referred to the arbitration of one person. The decision of the
arbitrator so appointed
shall be final and binding upon the parties hereto. All costs and expenses
ofsuch arbitration shall be borne by the parties hereto
equally. This agreement constitutesthe entire agreement between
the Optionee and the Owner pertaining to the Propertyand supersedes all
prior and contemporaneous agreements, whether oral or written,between the
parties in connection with the Claims. No supplement, modification or
waiverof this agreement shall be binding unless executed in writing by the
parties to be boundthereby.
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7.1.4
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The
parties hereto agree to do or cause to be done all acts or things
necessary to implement
and carry into effect this agreement to its full
effect.
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7.1.5
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Time
shall be of the essence in the performance of this
agreement.
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7.1.6
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This
agreement shall ensure to the benefit of and be binding on the parties
hereto and their
respective successors and
assigns.
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7.1.7
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This
agreement may be executed in two or more counterparts, each of which will
be deemed
to be an original and all of which will constitute one agreement.
Facsimile signatures
are acceptable and
binding.
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This
Agreement may be executed in several counterparts as may be necessary or
byfacsimile and each such counterpart agreement or facsimile so executed are
deemed tobe an original and such counterparts and facsimile copies together will
constitute one andthe same instrument.
ACCEPTED
AND AGREED TO:
ODENZA
CORP INC.
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Per:
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/s/
▇▇▇▇▇▇▇ ▇
▇’▇▇▇▇▇
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▇▇▇▇▇▇▇
▇ ▇’▇▇▇▇▇ -
President
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ACCEPTED
AND AGREED TO:
▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Per:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
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SCHEDULE
“A”
PROPERTY
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TENURE NO.
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CLAIM NAME
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SIZE
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Prospecting
License 21/709
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Island
Project Lake Austin
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140
ha
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