OPTION AGREEMENT BETWEEN: NORTHWIND RESOURCES LTD. - and - BOULDER CREEK EXPLORATIONS INC. (currently changing its name to “CanAm Uranium Corp.”) CONCERNING: THE WHEELER - BECKETT SASKATCHEWAN CLAIMS
EXHIBIT
10.1
BETWEEN:
NORTHWIND
RESOURCES LTD.
-
and -
BOULDER
CREEK EXPLORATIONS INC.
(currently
changing its name to “CanAm Uranium Corp.”)
CONCERNING:
THE
▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ SASKATCHEWAN CLAIMS
THIS
AGREEMENT,
made
effective as of the 28th day
of
November, 2006
BETWEEN:
NORTHWIND
RESOURCES LTD., a
corporation incorporated under the laws of the Province of
Saskatchewan,
(the
“Optionor”)
-
and
-
BOULDER
CREEK EXPLORATIONS INC. (currently changing its name to “CanAm Uranium Corp.”),
a
corporation incorporated under the laws of the State of Nevada, USA
(the
“Optionee”)
(collectively,
the “Parties”
and
each, a “Party”)
WITNESSETH
THAT:
WHEREAS
the
Optionor owns and holds directly 100% of the right, title and interest in and
to
the Property;
AND
WHEREAS
the
Parties now wish to enter into this Agreement in order to grant the Option
to
the Optionee, all for the consideration and upon the terms and conditions set
forth herein;
NOW
THEREFORE
in
consideration of the mutual covenants herein contained, the Parties agree as
follows:
ARTICLE
1 DEFINITIONS
AND PRINCIPLES OF INTERPRETATION
1.1 Definitions
Capitalized
words and phrases used in this Agreement shall have the meaning given to such
words and phrases below:
“Affiliate”
means
any
corporation, company, partnership, joint venture or firm that controls, is
controlled by or is under common control with a Person.
“Agreement”
means
this Option Agreement, including all schedules, and all instruments
supplementing, amending or confirming this Agreement and references to “Article”
or “Section” are to the specified article or section of this
Agreement.
“Applicable
Law”
means
any applicable Canadian or provincial regulation, rule, by-law, ordinance,
order, policy or consent, including the common law, as well as any other
enactment, treaty, official directive or guideline issued by a Governmental
Authority and the terms and conditions of any permit, licence or similar
document or approval issued by a Governmental Authority, and shall also include
any order, judgment, decree, injunction, ruling, award or declaration, or other
decision of whatsoever nature of a court, administrative or quasi-judicial
tribunal, an arbitrator or arbitration panel or a Governmental Authority of
competent jurisdiction that is not subject to appeal or that has not been
appealed within the requisite time therefore.
“Boulder
Creek Exploration Inc. Shares”
means
the issued and outstanding shares of the Optionee, which carry the right to
vote
at shareholders’ meetings, the right to receive dividends and the right to a
proportionate share of assets upon dissolution, as constituted on the Effective
Date.
“Business
Day”
means
a
day, other than a Saturday, Sunday or statutory holiday, on which the principal
commercial banks located at Vancouver, British Columbia are open for business
during normal banking hours.
“Claim”
means
any legal claim, demand, action, cause of action, damage, loss, cost, liability
or expense, including reasonable legal fees and all reasonable. Costs incurred
in investigating or pursuing any of the foregoing or any proceeding relating
to
any of the foregoing.
“Costs”
means
any and all damages, including exemplary and punitive damages, losses, including
economic losses, costs, expenses, liabilities and obligations of whatsoever
kind, direct or indirect, including fines, penalties, interest, lawyers’ fees
and disbursements, and taxes thereon.
“Effective
Date”
means
the date of this Agreement.
“Encumbrances”
means
any pledge, lien, restriction, charge, security Agreement, lease, conditional
sale, title retention Agreement, mortgage, encumbrance, assignment by way of
or
in effect as security, or any other security interest, and any option or adverse
Claim, of any kind or character whatsoever.
“Environmental
Laws”
means
all Applicable Laws relating to the protection of the environment, including
air, soil, surface water, ground water, wildlife or personal or real property,
or to employee and public health and safety, and includes those Environmental
Laws that regulate, ascribe, provide for or pertain to liabilities or
obligations in relation to the existence, use, production, manufacture,
processing, distribution, transport, handling, storage, removal, treatment,
disposal, emission, discharge, migration, seepage, leakage, spillage or release
of Substances or the construction, alteration, use or operation, demolition
or
decommissioning of any facilities or other real or personal
property.
“Execution
Date”
shall
have the meaning of the date on which this Agreement has been mutually signed
and made effective.
“Feasibility
Study”
means
a
study prepared at the direction of the Optionee by a recognized firm of mining
engineering consultants which contains a detailed examination of the feasibility
of bringing a deposit of minerals on the Property into commercial production
by
the establishment of a mine, reviews all outstanding issues, contains the
statement of the ore reserves, reviews the nature and scale of any proposed
operation, contains an estimate of the construction costs and production costs
and is in the form of a bankable document (meaning a document appropriate for
presentation to a bank or other financial institutions from which a party might
wish to secure financing).
“Full
Scale Production”
means,
with respect to any mine, the date when output of a product from operations
which have operated continuously at such mine for a period of at least ninety
(90) consecutive calendar days equals or exceeds eighty percent (80%) of the
rated plan capacity as set out in the Feasibility Study applicable to such
mine.
“Governmental
Authorities”
means
all applicable federal, provincial and municipal agencies, boards, tribunals,
ministries and departments.
“Indemnified
Party” shall
have the meaning ascribed thereto in Section 5.4 hereof.
“Indemnifying
Party” shall
have the meaning ascribed thereto in Section 5.4 hereof.
“Mineral
Claims” or“Mineral
Property Titles” means
those mineral claims listed under“Mineral
Property Titles”
in
Schedule
A
and
identified in Schedule
B
both
attached hereto as well as all additional mineral properties acquired pursuant
to Article 3.1 hereof.
“Miscellaneous
Interests”
means
the interests of the Optionor in all property, assets and rights (other than
the
Property) ancillary to the Property to which the Optionor is entitled including,
but not limited to, the interests of the Optionor in:
(a) any
known
Studies;
(b) all
documents relating to the Property and the operations conducted there under
or
any rights in relation thereto;
(c) all
subsisting rights to enter upon, use and occupy the surface of any lands forming
part of the Property or of any lands to be traversed in order to gain access
to
any of the lands forming part of the Property;
(d) all
assignable permits, licenses and authorizations relating to the
Property;
(e) all
books, records, data and other information relating to the Property, including
accounting records, plans, drawings and specifications; and
(f) all
pre-paid expenses and deposits relating to the Property.
“Notice”
shall
have the meaning ascribed thereto in Section 6.8 hereof.
“NRR”
means
Net Returns Royalty, defined as the value of marketable minerals produced from
the Mineral Claims and received by the Optionee from a purchaser thereof, less
the following deductions:
|
(i)
|
all,
costs, penalties and all other deductions incurred for smelting,
refining
and marketing;
|
|
(ii)
|
all
costs of transportation of materials from the Mineral Claims for
smelting,
refining or sale;
|
|
(iii)
|
sales,
use, severance, government royalties, and other taxes, if any, however
denominated, payable with respect to the existence, severance, production,
removal, sale or disposition of marketable minerals, but excluding
any
taxes on net income.
|
“Optionee”
shall
have the meaning ascribed thereto in the recitals hereto.
“Optionor”
shall
have the meaning ascribed thereto in the recitals hereto.
“Option”
means
the
100% Option of the mineral claims listed under“Mineral
Property Titles”
in
Schedule
A
and
identified in Schedule
B
both
attached hereto as well as all additional mineral properties acquired pursuant
to Article 3.1 hereof.
“Parties”
means
the Optionor and the Optionee together, and “Party”
means
any one of them.
“Permitted
Encumbrances”
means:
(a) easements,
rights of way, servitude and similar rights in land including, but not limited
to, rights of way and servitude for highways and other roads, railways, sewers,
drains, gas and oil pipelines, gas and water mains, electric power, telephone,
telegraph or cable television conduits, poles, wires and cables which are not
material;
(b) the
right
reserved to or vested in any Governmental Authority by the terms of any lease,
licence, grant or permit forming part of the Property, or by any statutory
provision, to terminate any such lease, licence, grant or permit or to require
annual or other periodic payments as a condition of the continuance of them,
as
well as all other reservations, limitations, provisos and conditions in any
original grant from Governmental Authorities;
(c) the
right
of any Governmental Authority to levy taxes on minerals or the revenue there
from and governmental restrictions on production rates on the operation of
a
mine on the Property, as well as all other rights vested in any Governmental
Authority to control or regulate the Property pursuant to Applicable
Laws;
(d) any
liens, charges or other Encumbrances:
(i) for
taxes, assessments or governmental charges;
(ii) incurred,
created and granted in the ordinary course of business to a public utility
or
Governmental Authority in connection with operations conducted with respect
to
the Property, but only to the extent those liens relate to Costs for which
payment is not due; and
(e) any
other
rights or Encumbrances consented to in writing by the Optionee or granted by
the
Optionee.
“Person”
means
any individual, sole proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, company,
corporation or other body corporate, union, Governmental Authority and a natural
person in his capacity as trustee, executor, administrator, or other legal
representative.
“Property”
means
collectively the Miscellaneous Interests and all permits, licenses and other
documents of title, including replacement or substitute forms of documents
of
title, by virtue of which the holder is entitled to explore for, develop,
produce, mine, recover, remove or dispose of minerals from on or within the
lands comprising the Mineral Claims introduced in Schedule
A
under“Mineral
Property Titles”
and
identified in Schedule
B.
“Successors”
means
successors and includes any successor continuing by reason of amalgamation
or
other reorganization and any Person to which assets are transferred by reason
of
a liquidation, dissolution or winding-up.
1.2 Schedules
The
following Schedules to this Agreement, as listed below and attached, are an
integral part of this Agreement:
Schedule Description
Schedule
A Mineral
Property Titles of the ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Claims, Saskatchewan
Northwind
Resources Ltd.
Schedule
B Claim
Map of the ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Claims, Saskatchewan
Northwind
Resources Ltd.
ARTICLE
2 REPRESENTATIONS
AND WARRANTIES
2.1 Optionor’s
Representations and Warranties
The
Optionor, to the best of its knowledge, represents and warrants to the Optionee
at the time of the execution of this Agreement as follows:
| (a) |
the
Optionor is the sole registered and beneficial owner of a 100% interest
in
the Property comprising of the eleven (11) mineral claims listed in
Schedule A and identified in Schedule B, both incorporated in this
Agreement,
|
| (b) |
during
the term of this Agreement, the Optionor shall take all actions and
do all
things necessary or desirable to ensure that (i) no liabilities are
incurred on the Property other than with the express written consent
of
the Optionee; and (ii) the Property remains free and clear of all
Encumbrances;
|
| (c) |
the
description of the Property set forth herein and titles listed in Schedule
A and identified in Schedule B are true and correct;
|
| (d) |
it
has obtained all required approvals and authorizations to grant the
Options to the Optionee, and to transfer a 100 % interest in the Property
to the Optionee in accordance with the terms hereof, and the Optionor
has
sole and complete power and authority to deal with the Property in
the
manner contemplated in this Agreement;
|
| (e) |
except
for the Permitted Encumbrances and the rights of the Optionee under
this
Agreement, the Optionor has not done any act or suffered or permitted
any
action to be done whereby any Person may acquire any interest in or
to the
Property or minerals to be produced from the
Property;
|
| (f) |
no
Person has any right under preferential, pre-emptive or first purchase
rights or otherwise to acquire any interest in the Property that might
be
triggered by virtue of this Agreement or the transactions contemplated
hereby;
|
| (g) |
there
is no actual, threatened or, to the best of its knowledge, contemplated
Claim or challenge relating to the Property, nor to the best of its
information, knowledge and belief is there any basis therefore, and
there
is not presently outstanding against the Optionor any judgment, decree,
injunction, rule or order of any court, Governmental Authority or
arbitrator which would have a material effect upon the
Property;
|
| (h) |
all
taxes, assessments, rentals, levies and other payments, as well as
all
reports, relating to the Property and required to be made, performed
and
filed to and with any Governmental Authority in order to maintain the
Property in good standing have been so made, performed or filed, as
the
case may be;
|
| (i) |
the
Property is in good standing and in full compliance with the mining
legislation and regulations of the Province of
Saskatchewan;
|
| (j) |
to
the best of the Optionor’s knowledge there has been no Claim made by any
Aboriginal Peoples, nor is there any basis therefore, with respect
to any
right or interest in or to the Property;
|
| (k) |
to
the best of the Optionor’s knowledge, conditions on and relating to the
Property respecting all past and current operations thereon are in
compliance in all material respects with all Applicable Laws, including
all Environmental Laws;
|
| (l) |
it
has not received any notice of, or communication relating to, any actual
or alleged breach of any Environmental Laws, and there are no outstanding
work orders or actions required to be taken relating to environmental
matters respecting the Property or any operations carried out
thereon.
|
Each
Party represents and warrants to the other as follows:
(a) the
execution, delivery and performance of this Agreement do not, and the
fulfillment and compliance with the terms and conditions hereof by it (to the
extent required herein) and the consummation of the transactions contemplated
hereby will not, conflict with any of, or require the consent or waiver of
rights of any Person under, its constating documents or by-laws, nor to the
best
of its knowledge do or will any of the foregoing:
(i) violate
any provision of or require any consent, authorization or approval under any
Applicable Law;
(ii) conflict
with, result in a breach of, constitute a default under (whether with notice
or
the lapse of time or both), accelerate or permit the acceleration of the
performance required by, or require any consent, authorization or approval
which
has not been obtained under any Agreement or instrument to which it is a party
or by which it is bound or to which any of its property is subject;
or
(iii) result
in
the creation of any Encumbrance upon its interest in the Property, in the case
of the Optionor;
(b) it
has
all necessary power, authority and capacity to enter into this Agreement and
to
carry out its obligations under this Agreement and the execution and delivery
of
this Agreement and the consummation of the transactions contemplated in this
Agreement have been duly authorized by all necessary corporate action on its
part;
(c) this
Agreement constitutes a valid and binding obligation of it, enforceable against
it in accordance with the terms of this Agreement, subject, however, to
limitations with respect to enforcement imposed by law in connection with
bankruptcy or similar proceedings and to the extent that equitable remedies
such
as specific performance and injunction are in the discretion of the court from
which they are sought.
No
investigations made by or on behalf of a Party at any time shall have the effect
of waiving, diminishing the scope of or otherwise affecting any representation
or warranty made by the other Party in or pursuant to this Agreement. No waiver
by a Party of any condition or other provision, in whole or in part, shall
constitute a waiver of any other condition or provision.
ARTICLE
3 OPTION
3.1 Grant
of 100% Option
The
Optionor hereby grants to the Optionee the sole and exclusive right and Option
exercisable in the manner described herein, to acquire a 100% legal and
beneficial interest in the Property free and clear of all Encumbrances and
Claims:
(a) Cash
payments made by the Optionee to the Optionor, as follows:
|
Due
on the Execution Date
|
Cdn
$150,000
|
|
Payment
payable upon the one year anniversary of the Execution
Date
|
Cdn
$100,000
|
|
(b)
|
the
issuance by the Optionee of Boulder
Creek Exploration Inc. shares
to
the Optionor, as follows:
|
Within
15
days of the Execution Date of this Agreement 500,000 shares restricted for
no
more than 1 year
Within
365 days of the Execution Date of this Agreement 500,000 shares restricted
for
no more than 1 year
Forthwith
upon completion of both events set forth in subsections 3.1(a) and (b) the
Optionor will take all actions and do all things necessary or desirable to
effect a transfer of a 100% of the right, title and interest in and to the
Property to the Optionee in accordance with Article 3.4 below.
3.2 Notice
of Option
The
Optionee shall have the right to register notice of this Agreement for the
sole
purpose of giving notice of its Option rights hereunder. Such notice shall
be
removed by the Optionee upon termination of this Agreement.
3.3 Net
Returns Royalty (NRR)
The
Optionee acknowledges and agrees that upon exercising the Option to its 100%
interest in the Property shall, upon commencement of Full Scale Production,
be
subject to a 2½% (two and one-half percent) Net Returns Royalty interest in
favour of the Optionor. The Optionee shall have the right to purchase at any
time from the Optionor 2% (two percent) of the NRR from the 2½% for a total cash
sum of Cdn$1,000,000 (one million Canadian dollars) leaving the Optionor with
a
½% (one-half percent) NRR.
The
NRR
obligation of the Optionee to the Optionor shall be payable in equal quarterly
instalments commencing at the end of the first full calendar quarter during
which such NRR becomes payable. The reasonably estimated amount of the NRR,
if
any, payable for each calendar quarter shall be paid within 60 days after the
end of the quarter to which it relates, accompanied by a statement for the
quarter in question. The balance, if any, of the NRR payable for a full calendar
year shall be paid within 60 days after the end of the calendar year in
question, accompanied by a statement of the NRR for such year, duly certified
by
a chartered accountant appointed for such purpose. Any overpayment for a
calendar year shall be deductible from payments due in subsequent year(s).
VESTING
OF INTEREST
3.4 Vesting
of 100% Interest
Should
the Optionee take all actions and do all things necessary to exercise the 100%
interest Option in accordance with Section 3.1, then:
(a) the
Optionee shall give notice to the Optionor of such fact;
(b) the
Optionor will take all actions and do all things necessary or desirable to
effect a transfer of a 100% right, title and interest in and to the Property
to
the Optionee, such that the Optionee thereafter holds a 100% interest in the
Property clear of any encumbrances except permitted encumbrances and applicable
NRR.
ARTICLE
4 OPTION
PERIOD OPERATIONS
4.1 Option
Period Matters
(a) During
the Option Period:
(i) the
Optionee at such time shall have the sole and exclusive right to carry out
exploration programs on the Property, and each of the Parties shall have the
right of reasonable access to the Property;
(ii) the
Optionee at such time shall maintain the Property in good standing by paying
all
appropriate mining duties, taxes or other applicable fees and filing all
exploration reports, including those duties and reports referred to in the
mining legislations and regulations of the Province of Saskatchewan;
(iii) the
Optionee shall ensure that all work so performed is done in accordance with
good
mining practice and in compliance with all Applicable Laws and shall indemnify
the other Party from and against all Claims in respect of such work, including
liens arising from the non-payment of workers or suppliers;
ARTICLE
5 CONFIDENTIALITY
AND INFORMATION
5.1 Confidentiality
of Information
All
information provided to or received by the Parties hereunder shall be treated
as
Confidential (“Confidential
Information”).
The
Optionee and the Optionor shall each solicit the consent of the other to the
disclosure of Confidential Information in circumstances other than those set
forth in Section 5.2 and such consent shall not be unreasonably withheld or
delayed.
5.2 Permitted
Disclosure
The
consent required by Section 5.1 shall not apply to a disclosure to:
(a) comply
with any Applicable Laws, stock exchange rules or a regulatory authority having
jurisdiction;
(b) a
director, officer or employee of a Party;
(c) an
Affiliate of a Party;
(d) a
consultant, contractor or subcontractor of a Party that has a bona fide need
to
be informed;
(e) any
third
party to whom the disclosing Party may assign any of its rights under this
Agreement; or
provided,
however, that in the case of Sections 5.2(e) the third party or parties, as
the
case may be, agree to maintain in Confidence for a period of not less than
two
years with respect to any of the Confidential Information so disclosed to
them.
5.3 Exception
The
obligations of Confidence and prohibitions against use under this Agreement
shall not apply to information that the disclosing Party can show by reasonable
documentary evidence or otherwise:
(a) as
of the
Effective Date, was in the public domain;
(b) after
the
Effective Date, was published or otherwise became part of the public domain
through no fault of the disclosing party or an Affiliate thereof (but only
after, and only to the extent that, it is published or otherwise becomes part
of
the public domain);
(c) was
information that the disclosing party or its Affiliates were required to
disclose pursuant to the order of any Governmental Authority or judicial
authority.
5.4 Mutual
Indemnifications
The
Optionor covenants and agrees with the Optionee, and the Optionee covenants
and
agrees with the Optionor (the Party so covenanting being referred to in this
Section as the “Indemnifying
Party”,
and
the other Party being referred to in this Section as the “Indemnified
Party”)
that
the Indemnifying Party shall:
(a) be
solely
liable and responsible for any and all Claims which the Indemnified Party or
any
of its respective directors, officers, servants, agents and employees, together
with the Successors, assigns, administrators, executors, heirs and all other
legal representatives of the foregoing, may suffer, sustain, pay or incur;
and
(b) indemnify
and save the Indemnified Party and its respective directors, officers, servants,
agents and employees, together with the Successors, assigns, administrators,
executors, heirs and all other legal representatives of the foregoing, harmless
from any and all Claims which may be brought against or suffered by such Persons
or which they may sustain, pay or incur,
as
a
result of, arising out of, attributable to or connected with any breach or
non-fulfillment of any representation, warranty, covenant or Agreement on the
part of the Indemnifying Party under this Agreement (other than a breach or
non-fulfillment of the Optionee’s option to exercise any of the Options pursuant
to Article 3 hereof) or any misstatement or inaccuracy of or any other
incorrectness in or breach of any representation or warranty of the Indemnifying
Party contained in this Agreement or in any certificate or other document
furnished by the Indemnifying Party pursuant to this Agreement.
For
greater certainty and without limiting the generality of the foregoing, the
Parties acknowledge and agree that the Optionee shall not be responsible for
any
environmental or other liabilities accrued on the Property by the Optionor
prior
to the Effective Date, and the Optionor hereby agrees to indemnify and hold
harmless the Optionee and all of its directors, officers, servants, agents
and
employees, together with the Successors, assigns, administrators, executors,
heirs and all other legal representatives of the Optionee, in connection with
such matters.
ARTICLE
6 GENERAL
6.1 Rules
of Interpretation
In
this
Agreement and the Schedule:
(a) time
is
of the essence in the performance of the Parties’ respective
obligations;
(b) unless
otherwise specified, all references to money amounts are to Canadian
currency;
(c) the
descriptive headings of Articles and Sections are inserted solely for
convenience of reference and are not intended as complete or accurate
descriptions of content and shall not be used to interpret the provisions of
this Agreement;
(d) the
use
of words in the singular or plural, or with a particular gender, shall not
limit
the scope or exclude the application of any provision of this Agreement to
such
person or persons or circumstances as the context otherwise
permits;
(e) unless
otherwise specified, time periods within or following which any payment is
to be
made or act is to be done shall be calculated by excluding the day on which
the
period commences and including the day on which the period ends and by extending
the period to the next Business Day following if the last day of the period
is
not a Business Day. Whenever any payment is to be made or any action under
this
Agreement is to be taken on a day other than a Business Day, such payment shall
be made or action taken on the next Business Day following;
(f) the
use
of the words, “include” or “including” shall be deemed to mean “include, without
limitation”, or “including, without limitation”, if applicable.
6.3 Force
Majeure
(a) No
Party
hereto shall be liable under this Agreement to another Party for any failure
to
perform any of its obligations caused or arising out of any act not within
the
control of the Party, excluding lack of funds, but including, without
limitation, acts said to be of God, strikes, lockouts or other industrial
disputes, acts of a public enemy, riots, fire, storm, flood, explosion,
government restriction, failure to obtain any approvals required from regulatory
authorities (including environmental protection agencies, but excluding receipts
for prospectuses or other approvals concerning financings), unavailability
of
equipment, interference of Persons primarily concerned about environmental
or
Aboriginal Peoples’ rights issues and any other cause, whether of the kind
enumerated above or otherwise, which is not reasonably within the control of
the
Party (“Event
of Force Majeure”).
(b) No
right
of a Party shall be affected, and no Party shall be found in default, under
this
Agreement by the failure of such Party to meet any term or condition of this
Agreement where such failure is caused by an Event of Force Majeure and, in
such
event, all times specified or provided for in this Agreement shall be extended
by a period commensurate with the period during which the Event of Force Majeure
causes such failure.
(c) A
Party
affected by an Event of Force Majeure shall take all reasonable steps within
its
control to remedy the failure caused by such event, provided however, that
nothing contained in this Section 6.3 shall require any Party to settle any
labour or industrial dispute or to test the constitutionality of any law enacted
by any Legislature or Parliament of or within Canada.
(d) Any
Party
relying on the provisions of this section 6.3 shall forthwith give notice to
the
other Party of the commencement of an Event of Force Majeure and of its
end.
6.4 Entire
Agreement
This
Agreement, including Schedule A and B attached to this Agreement, constitute
the
entire Agreement between the Parties pertaining to the subject matter hereof
and
supersede all prior Agreements, understandings, negotiations and discussions,
whether oral or written, of the Parties, and there are no warranties,
representations or other Agreements between the Parties in connection with
the
subject matter hereof except as specifically set forth in this Agreement and
in
any Agreement or document delivered pursuant to this Agreement. No supplement,
modification or waiver or termination of this Agreement shall be binding unless
executed in writing by the Party to be bound thereby.
6.5 Termination
This
Agreement shall be terminated upon the Optionee failing to make any of the
cash
payments, issue any Boulder Creek Exploration Inc. shares within the applicable
time periods therefore prescribed by Article 3 hereof, if the Optionor has
provided written notice of such failure to the Optionee and the Optionee has
failed to rectify such failure within 45 days from the date of its receipt
of
such notice.
6.6 Applicable
Law
This
Agreement shall be construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable in the Province of British
Columbia and shall be treated, in all respects, as a British Columbia
contract.
6.7 Expenses
Except
as
otherwise provided, all Costs incurred in connection with this Agreement and
the
transactions contemplated hereby shall be paid by the Party incurring
them.
6.8 Notices
Any
notice or writing required or permitted to be given under this Agreement or
any
communication otherwise made in respect of this Agreement (referred to in this
Section as a “Notice”)
shall
be sufficiently given if delivered or transmitted by facsimile:
(a) In
the
case of a notice to the Optionor at:
Northwind
Resources Ltd.
▇▇
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax:
(306) ▇▇▇- ▇▇▇▇
(b) in
the
case of a notice to the Optionee at:
Boulder
Creek Exploration Inc. / (“CanAm Uranium Corp.”)
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇, President
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
or
at
such other address as the Party to whom such Notice is to be given shall have
last notified the Party giving the same, in the manner provided in this Section.
Any Notice delivered to the Party to whom it is addressed as provided in this
Section shall be deemed to have been given and received on the day it is so
delivered at such address, provided that if such day is not a Business Day
then
the Notice shall be deemed to have been given and received on the Business
Day
next following such day. Any Notice transmitted by facsimile or other form
of
electronic communication shall be deemed given and received on the first
Business Day after its transmission.
6.9 Assignment
and Successors
The
following apply with respect to assignment and Successors:
(a) this
Agreement is binding upon and shall enure to the benefit of the Parties and
their respective Successors and permitted assignees;
6.10 Execution
in Counterparts and by Facsimile
This
Agreement may be executed by the Parties in separate counterparts and by
facsimile, and each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF
the
Parties have hereunto duly executed this Option Agreement as of the date first
written above, with the understanding that this Agreement is subject to
regulatory approval and approval by each of the Parties’ respective board of
directors.
|
NORTHWIND
RESOURCES LTD.
|
|||
|
Per:
|
|||
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
Title:
President
|
|||
|
BOULDER
CREEK EXPLORATION INC. (“Canam uranium corp.”)
|
|||
|
Per:
|
|||
|
Name:
▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
Title:
President
|
|||
SCHEDULE
A
Mineral
Property Titles of the ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Mineral Claims, Saskatchewan
Northwind
Resources Ltd.
|
Disposition
Numbers:
|
NTS
Map Sheet
|
Disposition
Area
|
Area
in Hectares (Ha)
|
|
S-110168
|
74-H-08
|
▇▇▇▇▇▇▇▇▇
LAKE AREA.
|
4767
|
|
S-110169
|
74-H-08
|
▇▇▇▇▇▇▇
LAKE AREA.
|
4831
|
|
S-110170
|
74-H-08
|
▇▇▇▇▇▇▇
LAKE AREA.
|
3466
|
|
S-110171
|
74-H-08
|
▇▇▇▇▇▇▇▇▇
LAKE AREA.
|
3924
|
|
S-110172
|
74-H-08
& 74-H-09
|
MIDDLETON
LAKE AREA.
|
3860
|
|
S-110173
|
74-H-08
& 74-H-09
|
MIDDLETON
LAKE AREA.
|
5170
|
|
S-110174
|
74-H-07,
74-H-08, 74-H-09 & 74-H-10
|
MIDDLETON
LAKE AREA.
|
5506
|
|
S-110175
|
74-H-08
& 74-H-09
|
KINDRACHUK
LAKES AREA.
|
5277
|
|
S-110176
|
74-H-09
& 74-H-10
|
▇▇▇▇▇▇▇
RIVER AREA.
|
4775
|
|
S-110177
|
74-H-09
|
▇▇▇▇▇▇▇
RIVER AREA.
|
4901
|
|
S-110178
|
74-H-09
|
▇▇▇▇▇▇▇
RIVER AREA.
|
4623
|
|
Total
Area (Ha)
|
51,100
|
SCHEDULE
B
Claim
Map of the ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Claims, Saskatchewan
Northwind
Resources Ltd.
