Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 12 February 2008.
BETWEEN:
COAL HARBOUR CONSULTING INC.
(the "VENDOR")
OF THE FIRST PART
AND:
OXBOW RESOURCES CORP.
(the "PURCHASER")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the "CLAIMS"), collectively called BRISTOL GOLD PROPERTY. The
Claims of the Vendor are more particularly described in Schedule "A" attached
hereto and forming part of this Agreement;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of
the Claims of the Vendor in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and
covenants herein and other good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
1. PURCHASE AND SALE OF ASSETS
1.1 SALE OF ASSETS. Subject to the terms and conditions of this Agreement, the
Vendor hereby sells to the Purchaser, and the Purchaser hereby purchases the
Vendor's Claims.
PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor for
the Vendor's Claims will be paid a total of USD $20,000 and 2,500,000 shares of
the Company, at a deemed price of $0.001 (par value) (the "PURCHASE PRICE"),
subject to a carried 3% Net Smelter Royalty as described in Schedule "A".
1.2 PAYMENT OF THE PURCHASE PRICE. The Purchase Price will be paid immediately
on delivery of property report, by bank draft or wire order.
2. COVENANTS OF THE PARTIES
2.1 COVENANTS. The parties undertake to keep the information with respect to
this Agreement, the terms herein, and any related, underlying or subsequent
agreements (the "INFORMATION") confidential and not to directly or indirectly
disclose the Information at any time to any person or persons or use the
Information for any purpose whatsoever.
3. REPRESENTATIONS OF THE VENDOR
3.1 REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as
follows, with the intent that the Purchaser will rely on the representations in
entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement:
(a) CAPACITY TO SELL. The Vendor is Coal Harbour Consulting Inc., having
the power and capacity to own and dispose of the Claims, and to enter
into this Agreement and carry out its terms to the full extent;
(b) AUTHORITY TO SELL. The execution and delivery of this Agreement, and
the completion of the transaction contemplated by this Agreement has
been duly and validly authorized by all necessary corporate action on
the part of the Vendor, and this Agreement constitutes a legal, valid
and binding obligation of the Vendor enforceable against the Vendor in
accordance with its terms except as may be limited by laws of general
application affecting the rights of creditors;
(c) LITIGATION. There is no litigation or administrative or governmental
proceeding or inquiry pending or, to the knowledge of the Vendor,
threatened against or relating to the Claims, nor does the Vendor know
of or have reasonable grounds that there is any basis for any such
action, proceeding or inquiry;
(d) GOOD STANDING. Prior to closing this Agreement, the Vendor has
maintained, as required, the Claims in good standing.
4. REPRESENTATIONS OF THE PURCHASER
4.1 REPRESENTATIONS. The Purchaser represents and warrants to the Vendor as
follows, with the intent that the Vendor will rely on these representations and
warranties in entering into this Agreement, and in concluding the purchase and
sale contemplated by this Agreement:
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(a) STATUS OF PURCHASER. The Purchaser is a corporation duly incorporated,
validly existing and in good standing and has the power and capacity
to enter into this Agreement and carry out its terms; and
(b) AUTHORITY TO PURCHASE. The execution and delivery of this Agreement
and the completion of the transaction contemplated by this Agreement
has been duly and validly authorized by all necessary corporate action
on the part of the Purchaser, and this Agreement constitutes a legal,
valid and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms except as limited by laws of
general application affecting the rights of creditors.
5. TRANSFER OF ASSETS
5.1 TRANSFER OF PROPERTY. The Purchaser must provide written instructions to the
Vendor if the Purchaser wishes to transfer the claims into the Purchaser's name.
The instructions should include the claims, tenures, and property name, as well
as the full name and mineral license of the Purchaser.
5.2. VENDOR'S MAINTENANCE OF PROPERTY. The Purchaser may request the Vendor to
maintain the claims on the Purchaser's behalf, or if the Purchaser does not
provide written instruction to transfer the claims, then the Vendor will
maintain the claims for the Purchaser. The Vendor will charge a maintenance fee
to maintain the claims on the Purchaser's behalf. If the Purchaser does not pay
the maintenance fee the Vendor reserves the right to let the claims lapse or
expire.
6. SURVIVAL OF REPRESENTATIONS AND COVENANTS
6.1 VENDOR'S REPRESENTATIONS AND COVENANTS. All representations, covenants and
agreements made by the Vendor in this Agreement or under this Agreement will,
unless otherwise expressly stated, survive closing and any investigation at any
time made by or on behalf of the Purchaser will continue in full force and
effect for the benefit of the Purchaser.
6.2 PURCHASER'S REPRESENTATIONS AND COVENANTS. All representations, covenants
and agreements made by the Purchaser in this Agreement or under this Agreement
will, unless otherwise expressly stated, survive closing and any investigation
at any time made by or on behalf of the Vendor and will continue in full force
and effect for the benefit of the Vendor.
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7. GENERAL
7.1 GOVERNING LAW. This Agreement and each of the documents contemplated by or
delivered under or in connection with this Agreement are governed exclusively
by, and are to be enforced, construed and interpreted exclusively in accordance
with the laws of British Columbia which will be deemed to be the proper law of
the Agreement.
7.2 PROFESSIONAL FEES. Each of the parties will bear the fees and disbursements
of their respective lawyers, advisers and consultants engaged by them
respectively in connection with the transactions contemplated by this Agreement
prior to the closing.
7.3 ENUREMENT. This Agreement enures to the benefit of and binds the parties and
their respective successors and permitted assigns.
7.4 NOTICE. All notices required or permitted to be given under this Agreement
will be in writing and personally delivered to the address of the intended
recipient set out on the first page of this Agreement or at such other address
as may from time to time be notified by any of the parties in the manner
provided in this Agreement.
7.5 FURTHER ASSURANCES. The parties will execute and deliver all further
documents and take all further action reasonably necessary or appropriate to
give effect to the provisions and intent of this Agreement and to complete the
transactions contemplated by this Agreement.
7.6 REMEDIES CUMULATIVE. The rights and remedies under this Agreement are
cumulative and are in addition to and not in substitution for any other rights
and remedies available at law or in equity or otherwise. Any party to this
Agreement may terminate this Agreement if any other party is in breach of or
defaults under any material term or condition of this Agreement or has made a
material misrepresentation in this Agreement. No single or partial exercise by a
party of any right or remedy precludes or otherwise affects the exercise of any
other right or remedy to which that party may be entitled.
7.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and there are no representations, express or implied, statutory or
otherwise and no collateral agreements other than as expressly set out or
referred to in this Agreement.
7.8 HEADINGS. The division of this Agreement into sections and the insertion of
headings are for convenience only and do not form part of this Agreement and
will not be used to interpret, define or limit the scope, extent or intent of
this Agreement.
7.9 SEVERABILITY. Each provision of this Agreement is severable. If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, the
illegality, invalidity or unenforceability of that provision will not affect the
legality, validity or enforceability of the remaining provisions of this
Agreement.
7.10 SCHEDULES. The Schedules attached hereto form an integral part of this
Agreement.
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7.11 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.
7.12 COUNTERPARTS. This Agreement and all documents contemplated by or delivered
in connection with this Agreement may be executed and delivered by facsimile or
original and in any number of counterparts, and each executed counterpart will
be considered to be an original. All executed counterparts taken together will
constitute one agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement by their duly
authorized officers effective the day, month and year written above.
VENDOR: COAL HARBOUR CONSULTING INC.
Per: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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PURCHASER: OXBOW RESOURCES CORP.
Per:
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SCHEDULE "A"
THIS IS SCHEDULE "A" to the Asset Purchase Agreement.