EXHIBIT 10.5
EXPLORATION LICENSE, MINERAL PURCHASE OPTION AND LEASE AGREEMENT
THIS EXPLORATION LICENSE AND LEASE AGREEMENT is made this 15TH day of
FEBRUARY, 2000 by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Owner"); and ▇▇▇▇▇ Minerals,
Inc. ("▇▇▇▇▇").
A. Owner owns and possesses 50% of the Minerals located in NE1/4 SW1/4;
SE1/4 NW1/4 of Section 14, in Township 14 North, Range 24 East, Fergus County,
Montana, for a total of 40 mineral acres. All ores, minerals, mineral rights,
and the right to explore for, mine, remove the same and so much of the water
rights as will be required or with the right to drill a water well, with ingress
and egress over adjoining lands now owned by Owner shall be referred to
collectively as "Mineral Property", except oil and gas.
B. The parties now wish to enter into an agreement giving ▇▇▇▇▇ an
exclusive license to explore the Mineral Property and the exclusive option to
purchase the Mineral Property on the terms and conditions set forth below.
THEREFORE, the parties have agreed as follows.
SECTION ONE
EXPLORATION LICENSE
1.1 GRANT OF EXPLORATION LICENSE. Owners hereby grant to ▇▇▇▇▇ the
exclusive right and option to enter upon and explore the Mineral Property. The
Exploration License shall have a term of Two (2) years commencing on execution
of this agreement by both parties (the "Effective Date"). During the term of the
license, ▇▇▇▇▇ shall have the right to undertake geological, geophysical, and
geochemical examinations of the Mineral Property, to sample the Mineral Property
by means of pits, trenches, and drilling by any means, and to take bulk samples
from the Mineral Property for the purpose of conducting mineralogical tests,
etc. However, ▇▇▇▇▇ shall not commence mining activities on the Mineral Property
unless it exercises its option to purchase set forth in Section 2 below.
1.2 PAYMENTS FOR EXPLORATION LICENSE. In consideration of this License,
▇▇▇▇▇ shall pay Owner the sum of One Thousand Dollars ($1,000.00) upon execution
of this agreement. ▇▇▇▇▇ shall also pay to Owner the sum of One Thousand Dollars
($1,000.00) on or before the anniversary date of this Agreement, in order to
maintain this Exploration Licence in effect.
1.3 DELIVERY OF DATA. Following execution of this Agreement, Owner
shall allow ▇▇▇▇▇ to review and copy (at ▇▇▇▇▇'▇ cost) all data and reports, if
any, in the possession of Owner.
1.4 TERMINATION OF EXPLORATION LICENSE. This exploration license shall
terminate two (2) years from the Effective date, unless extended by mutual
agreement of the parties. ▇▇▇▇▇ shall have the right to terminate the License at
any time and shall, upon delivery of a termination notice to Owners, be relieved
of all further obligations after termination date.
1.5 WORK COMMITMENT. The payment set forth in Section 1.2 above shall
be in lieu of any work commitment on the Mineral Property, and ▇▇▇▇▇ shall have
no obligation, express or implied, to explore, develop, or mine the Mineral
Property.
1.6 ENVIRONMENTAL LIABILITIES. Owners shall remain solely liable and
responsible for all environmental conditions and reclamation responsibilities
which arose prior to the execution of this Agreement. ▇▇▇▇▇ shall have
responsibility for all environmental conditions and reclamation responsibilities
arising from ▇▇▇▇▇'▇ activities on the Surface after execution of this
Agreement.
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SECTION TWO
OPTION TO LEASE
2.1 GRANT OF OPTION. In consideration of the payment made in Section
1.2, Owner hereby grants to ▇▇▇▇▇ the exclusive right and option to Purchase
Owner's Ownership interest, in and to all mineral interests, as defined in "A"
above for the sum of Twenty Thousand Dollars ($20,000.00). The option shall have
a term of five (5) years unless sooner terminated or canceled as hereinafter
provided. The Lease shall commence on the date ▇▇▇▇▇ gives Owner's notice of
executive of Option to Purchase and makes a payment of One Thousand Dollars
($1,000.00). In order to maintain the option in effect, ▇▇▇▇▇ shall make the
following annual option payments to Owners:
Anniversary of Option Date Option Payment
-------------------------- --------------
1 $ 1,500.00
2 $ 2,500.00
3 $ 4,000.00
4 $ 5,000.00
5 $ 6,000.00
2.2 EXERCISE OF OPTION. ▇▇▇▇▇ shall elect (a) to terminate this
Agreement and relinquish the Mineral Property and Surface to Owners in
accordance with Section 6.1 below, or (b) to exercise its option and purchase
the Mineral Property for the price set forth in Section 2.1 and Lease so much of
the Surface as is needed and/or required. During the term of the five year
Option, if ▇▇▇▇▇ elects to purchase the Mineral Property, the parties shall open
an escrow account and proceed to complete the sales transaction within sixty
(60) days following ▇▇▇▇▇'▇ election. Owner shall deposit a Warranty Deed into
the escrow account conveying the Mineral Property to ▇▇▇▇▇, and ▇▇▇▇▇ shall
deposit the purchase price in to escrow. Upon deposit of both the deed and
purchase payment, the deed shall be released and recorded, and the initial
payment shall be delivered to Owner. ▇▇▇▇▇ shall bear all of the costs of
escrow.
The parties acknowledge that ▇▇▇▇▇ shall have the right to terminate
the option at any time in accordance with Section 6 below.
2.3 PRODUCTION ROYALTY. If the Premises are placed into commercial
production, ▇▇▇▇▇ agrees to pay to Owners a production royalty of one percent
(1%) of the Net Returns, as defined herein, from the proceeds received from
commercial production from the Mineral Property. Payments of such production
royalty from the proceeds received from commercial production shall be
determined at the end of each calendar quarter after the effective date.
Payments of the production royalty shall be made within thirty (30) days after
the end of each calendar quarter.
2.3.1 "Net Returns" shall mean for any period the amount of
earned revenues actually paid to and received by
▇▇▇▇▇ by any refinery or other purchaser of metals,
ores, minerals or mineral substances, or concentrates
produced therefrom for products mined from the
Property, less all of the following.
2.3.2 Treatment charges and penalties, including, but
without being limited to, penalties for impurities
and charges for refining, selling, and transportation
to refinery and from refinery to market;
2.3.3 Production taxes, net proceeds of mine taxes,
severance taxes and sales, privileges and other taxes
levied on product or on the production thereof.
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Net Returns for product treated at a refinery owned,
operated or controlled by ▇▇▇▇▇, shall be computed in the
above manner, with deductions for all charges and items of
cost equivalent to the deductions described above.
SECTION THREE
CONDUCT OF OPERATIONS
3.1 RIGHT TO EXPLORE. Following the execution of this Agreement, ▇▇▇▇▇
shall have the right to make geological investigations and surveys, to drill on
the Surface by any means, and to have all the rights and privileges incident to
Owner's ownership of the Mineral Property. However, ▇▇▇▇▇ shall not commence
development or mining operations on the Mineral Property unless it has executed
the option to purchase the Mineral Property in accordance with Section 2 above.
3.2 CONDUCT OF WORK. ▇▇▇▇▇ shall perform its activities on the Mineral
Property in accordance with good mining practices, shall comply with the
applicable laws and regulations relating to the performance of exploration
operations on the Mineral Property, and shall comply with the applicable
worker's compensation laws of the State of Montana.
3.3 LIABILITY. During the term of the Agreement, ▇▇▇▇▇ shall indemnify
and hold Owner harmless from any claims, demands, liabilities or liens arising
out of ▇▇▇▇▇'▇ activities on the Mineral Property.
3.4 LIENS. ▇▇▇▇▇ shall keep the Mineral Property free and clear from
any and all mechanics' or laborers' liens arising from labor performed on or
material furnished to the Mineral Property at ▇▇▇▇▇'▇ request.
3.5 INSTALLATION OF EQUIPMENT. ▇▇▇▇▇ may install, maintain, replace,
and remove during the term of this Agreement any and all machinery, equipment,
tools, and facilities which it may desire to use in connection with its
exploration activities on the Mineral Property. Upon termination of this
Agreement for any reason, ▇▇▇▇▇ shall have a period of ninety (90) days
following such termination during which it may remove all or part of the above
items at its sole cost and expense.
3.6 ACQUISITION OF PERMITS. ▇▇▇▇▇ shall acquire all federal, state and
county permits required for its operations. In the event that ▇▇▇▇▇ is required
to post a reclamation bond, the bond will revert to ▇▇▇▇▇ upon satisfactory
completion of the reclamation program.
SECTION FOUR
INSPECTION BY OWNER
During the term of this Agreement, Owner, or his authorized agents or
representatives, shall be permitted to enter upon the Mineral Property for the
purpose of inspection. Owner shall enter upon the Mineral Property at his own
risk and so not to hinder unreasonably the operations of ▇▇▇▇▇. Owner shall
indemnify and hold ▇▇▇▇▇ harmless from any damage, claim, or demand by reason of
injury to Owner or his agents or representatives on the Mineral Property or the
approaches thereto.
SECTION FIVE
TAXES
▇▇▇▇▇ shall pay all taxes levied or assessed upon any improvements
placed on the Mineral Property by ▇▇▇▇▇. Upon termination of this Agreement for
any reason, taxes shall be paid by ▇▇▇▇▇ for the remaining portion of the
calender year. However, Owner shall not be liable for taxes on any tools,
equipment, machinery, facilities, or improvements placed upon the Surface unless
▇▇▇▇▇ fails to remove them within the time provided by this Agreement.
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SECTION SIX
TERMINATION AND DEFAULT
6.1 TERMINATION. ▇▇▇▇▇ shall have the right to terminate this Agreement
at its sole discretion at any time upon written notice to Owner. Upon
termination, Owner shall retain all payments previously made as liquidated
damages and this Agreement shall cease and terminate. ▇▇▇▇▇ will also deliver a
Quitclaim Deed to Owner.
6.2 DEFAULT. If ▇▇▇▇▇ fails to perform its obligations under this
Agreement and in particular fails to make any payment due to Owners hereunder,
Owners may declare ▇▇▇▇▇ in default by giving ▇▇▇▇▇ written notice of default
which specifies the obligation(s) which ▇▇▇▇▇ has failed to perform. If ▇▇▇▇▇
fails to remedy or satisfactorily respond to a notice of default within sixty
(60) days, Owner may terminate this Agreement and ▇▇▇▇▇ shall peaceably
surrender possession of the Mineral Property to Owner. Notice of termination
shall be in writing and served in accordance with this Agreement.
6.3 OBLIGATIONS FOLLOWING TERMINATION. In the event of voluntary or
involuntary termination, ▇▇▇▇▇ shall surrender possession of the Mineral
Property to the Owner and shall have no further liability or obligation under
this Agreement except for its obligation (1) to pay its apportioned share of
taxes, as provided for in Section Five, (2) to pay the cost of removal of all
equipment, (3) to fulfill its reclamation responsibility, and (4) to satisfy any
accrued obligations or liabilities, and (5) to satisfy any other obligation
imposed by this agreement or by law. Upon termination of this Agreement, except
termination upon ▇▇▇▇▇'▇ exercise of the Option, ▇▇▇▇▇ will provide a copy of
all drilling logs, assays, maps and other factual data which ▇▇▇▇▇ has prepared
in connection with its exploration and development of the Mineral Property under
this Agreement.
SECTION SEVEN
NOTICES AND PAYMENTS
7.1 NOTICES. All notices to ▇▇▇▇▇ or Owner shall be in writing and
shall be sent certified or registered mail, return receipt requested, to the
addresses below. Notice of any change in address shall be given in the same
manner.
TO Owners: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
TO ▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
▇▇▇▇▇ Minerals, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7.2 PAYMENTS. All payments shall be in U.S. currency payable to Owner
at the address above.
SECTION EIGHT
ASSIGNMENT
▇▇▇▇▇ may assign this Agreement at any time, in whole or in part, upon
the prior notification to Owner. Owner, prior to conveying their interest under
this Agreement to any other party, shall first offer ▇▇▇▇▇ a 60-day opportunity
to acquire Owner's interests on the same terms and conditions offered by a third
party.
SECTION NINE
WARRANTY OF TITLE
9.1 WARRANTY. Owner warrants and represents that he is the owner of the
Mineral Property as described; that Owner has created no Liens or encumbrances
affecting the Mineral Property, and that Owner has and will continue to have the
right to commit the Mineral Property to this Agreement.
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9.2 EXAMINATION OF TITLE DOCUMENTS. Promptly after execution of the
Option to Purchase section of this Agreement, Owner shall deliver to ▇▇▇▇▇
available copies of all documents bearing upon Owner's title, interest, and
ownership in the Mineral Property. ▇▇▇▇▇ may then undertake such further
investigation of the title and status as ▇▇▇▇▇ shall ▇▇▇▇ necessary. If that
investigation should reveal defects in the title, ▇▇▇▇▇ agrees to proceed
forthwith to cure the title defects to their own satisfaction.
SECTION TEN
MISCELLANEOUS PROVISIONS
10.1 BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto, their respective heirs, executors,
administrators, successors, and assigns.
10.2 APPLICABLE LAW. The terms and provisions of this Agreement shall
be interpreted in accordance with the laws of the State of Montana.
10.3 ENTIRE AGREEMENT. This Agreement terminates and replaces all prior
agreements, either written, oral or implied, between the parties hereto, and
constitutes the entire agreement between the parties.
10.4 RECORDING MEMORANDUM OF AGREEMENT. The parties hereto agree to
execute a Memorandum of this Agreement (short form) for the purpose of recording
same in the records of Fergus County, Montana so as to give public notice,
pursuant to the laws of the State of Montana, of the existence of this
Agreement.
10.5 VOID OR INVALID PROVISIONS. If any term, provision, covenant or
condition of this agreement, or any application thereof, should be held by a
court of competent jurisdiction to be invalid, void or unenforceable, all
provisions, covenants and conditions of this Agreement, and all applications
there of not held invalid, void or unenforceable, shall continue in full force
and effect and shall in no way be affected, impaired, or invalidated thereby.
10.6 TIME OF THE ESSENCE. Time is of the essence of this Agreement and
each and every part thereof.
10.7 CONFIDENTIALITY. All reports and data provided by ▇▇▇▇▇ to Owners
shall be held in strictest confidence, and Owner shall not disclose such
information without ▇▇▇▇▇'▇ prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
Owner:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ Minerals, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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STATE OF MONTANA )
)ss:
COUNTY OF MISSOULA )
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On this 17TH day of DECEMBER in the year 1999, before me, a Notary
Public in and for said state, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who is
President of ▇▇▇▇▇ Minerals, Inc., personally known (or proved) to me to be the
person who executed the above instrument, and acknowledged to me that he
executed the same for purposes stated therein.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Notary Public
My Commission Expires 7/19/00
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STATE OF CO )
)ss:
COUNTY OF JEFFERSON )
On this 15 day of FEB., in the year 2000, before me, a Notary Public
in and for said state, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, personally known (or
proved) to me to be the person who executed the above instrument, and
acknowledged to me that he executed the same for purposes stated therein.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Notary Public
My Commission Expires
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