EXHIBIT 4.7
Assignment and Assumption Agreement
by and between
Halo Resources Ltd.
and
Wolfden Resources Inc.
dated
April 15, 2005.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made effective as of the 15th day of April, 2005.
BETWEEN:
WOLFDEN RESOURCES INC., a corporation incorporated under the
laws of the Province of Ontario
(hereinafter referred to as "Assignor")
OF THE FIRST PART
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HALO RESOURCES LTD., a corporation existing under the laws of
the Province of British Columbia
(hereinafter referred to as "Assignee")
OF THE SECOND PART
WHEREAS pursuant to the terms of the Option Agreement (as hereinafter
defined), the Assignor has the option to acquire from GeoNova Explorations Inc.
a 50 per cent interest in the mining claims and mining concessions located in
▇▇▇▇▇▇▇ Township in the Abitibi Region of Quebec comprising what is commonly
known as the Bachelor Lake Property, as such mining claims and mining
concessions are more particularly described in schedule A to the Option
Agreement;
AND WHEREAS the Assignor and the Assignee entered into a heads of
agreement dated November 12, 2004 pursuant to which the Assignor agreed to
assign, sell, transfer and convey to the Assignee, among other things, its
option to acquire up to a 50 per cent interest in the Bachelor Lake Property
pursuant to the Option Agreement and the Assignee agreed to assume all
liabilities and obligations of the Assignor under and in connection with the
Option Agreement and the Bachelor Lake Property;
AND WHEREAS pursuant to a sale and purchase agreement dated November
10, 2004, GeoNova Explorations Inc. transferred its 100 per cent interest in the
Bachelor Lake Property and all of its right, title and interest in and to, and
all of its obligations under, the Option Agreement to Metanor Resources Inc. and
Metanor Resources Inc. agreed to be bound by, and agreed that its right, title
and interest in and to the Bachelor Lake Property is bound by, the Option
Agreement;
AND WHEREAS the Assignor and Assignee wish to enter into an agreement
providing for the assignment by the Assignor to the Assignee of, among other
things, the Assignor's right, title and interest in and to the Option Agreement
and the option to acquire up to a 50 per cent interest in the Bachelor Lake
Property pursuant to the Option Agreement, and the assumption by the Assignee of
the liabilities and obligations of the Assignor under the Option Agreement and
in respect of the Bachelor Lake Property, on the terms and conditions set forth
in this Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:
1. DEFINITION, INTERPRETATION AND SCHEDULES
(a) DEFINITIONS
Where used in this Agreement the following words and terms with the
initial letter or letters thereof capitalized shall have the meanings
ascribed to them below:
(i) "Affiliate" of a Person means any Person that is an
"affiliated entity" of the first-mentioned Person
under Rule 45-501 of the Securities Commission as
such rule exists on the date of this Agreement;
(ii) "Agreement" means this assignment and assumption
agreement, including the schedules attached hereto,
as the same may be amended, supplemented or replaced
from time to time;
(iii) "Ancillary Documents" means all agreements,
certificates, acknowledgements, deeds, conveyances,
assurances, transfers, assignments and other
documents executed and delivered, or to be executed
and delivered, by the Assignor or the Assignee, as
the case may be, in connection with the completion of
the transactions contemplated hereby, including the
assignment of the Assigned Assets and the assumption
of the Assumed Obligations;
(iv) "Applicable Law" means, with respect to any Person,
any federal, provincial, local or municipal law,
ordinance, regulation, rule, code, order, other
requirement or rule of law or rule, instrument or
policy of any stock exchange or securities commission
applicable to such Person or to any of the
properties, assets, officers, directors, employees,
independent contractors or agents of such Person;
(v) "Assigned Assets" means all of the Assignor's right,
title and interest in and to the Bachelor Lake Option
and the Bachelor Lake Property and in, to and under
the Option Agreement;
(vi) "Assignee Regulatory Approval" means the approval of
the Exchange;
(vii) "Assumed Obligations" means all liabilities and
obligations of the Assignee under and in connection
with the Option Agreement and the Bachelor Lake
Property, including those described in subsection
2(e) hereof;
(viii) "Bachelor Lake Option" means the right of the
Assignor to acquire up to a 50 per cent interest in
the Bachelor Lake Property pursuant to the Option
Agreement;
(ix) "Bachelor Lake Property" means the mining claims and
mining concessions described in schedule A to the
Option Agreement, and after the date hereof includes
any renewal thereof and any form of successor or
substitute title thereto;
(x) "Bonus Consideration" means $250,000;
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(xi) "Bonus Shares" means 250,000 Common Shares provided
that, in the event that, prior to the time which the
Bonus Shares would otherwise be required to be issued
hereunder, there shall occur
A. a reclassification or redesignation of the
Common Shares, a change of the Common Shares
into other shares or securities or any other
capital reorganization involving the Common
Shares,
B. a consolidation or subdivision of the Common
Shares or an amalgamation, arrangement or
merger of the Corporation with or into
another body corporate which results in a
change to the Common Shares, or
C. the transfer of the undertaking or assets of
the Corporation as an entirety or
substantially as an entirety to another
Person,
(any of such events being called a "Capital
Reorganization"), "Bonus Shares" shall thereafter
mean the kind and number of shares and other
securities or property resulting from the Capital
Reorganization which the Assignor would have been
entitled to receive as a result of the Capital
Reorganization if, on the effective date thereof, the
Assignor had been the registered holder of 250,000
Common Shares and provided further that if any
successive event or events as set out in
subparagraphs A, B and C above shall occur (any such
events being called an "Additional Capital
Reorganization") after a Capital Reorganization,
"Bonus Shares" shall thereafter mean, for each and
every Additional Capital Reorganization, the kind and
number of shares and other securities or property
resulting from such Additional Capital Reorganization
which the Assignor would have been entitled to
receive as a result of such Additional Capital
Reorganization if, on the effective date of such
Additional Capital Reorganization, the Assignor had
been the registered holder of the kind and number of
shares and other securities or property which the
Assignor was entitled to receive as a result of the
Capital Reorganization and each prior Additional
Capital Reorganization;
(xii) "Business Day" means any day other than a Saturday,
Sunday or any holiday when banks in the Province of
Ontario are normally closed for business;
(xiii) "Cash Consideration" means the aggregate amount of
cash to be paid by the Assignee to the Assignor
pursuant to subsection 2(b) hereof;
(xiv) "Closing" means the completion of the assignment by
the Assignor to the Assignee of the Assigned Assets
and the assumption by the Assignee of the Assumed
Obligations;
(XV) "Closing Date" means April 20, 2005 or such other
date as the Assignor and the Assignee may mutually
agree upon in writing, provided that such date occurs
prior to the commencement of drilling on the Bachelor
Lake Property by the Operator;
(xvi) "Common Shares" means the common shares which the
Assignee is authorized to issue as constituted on the
date hereof;
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(xvii) "Consideration Shares" means that number of Common
Shares to be issued by the Assignee to the Assignor
pursuant to subsection 2(b) hereof;
(xviii) "Exchange" means the TSX Venture Exchange;
(xix) "GeoNova" means GeoNova Explorations Inc. a
corporation existing under the CANADA BUSINESS
CORPORATIONS ACT and includes any successor thereto;
(xx) "Governmental Authority" means any Canadian federal,
provincial, local or municipal governmental,
regulatory or administrative authority, agency or
commission or any court, tribunal or judicial or
arbitral body;
(xxi) "Jurisdictions" means the Provinces of British
Columbia, Alberta and Quebec collectively (any of
which may be referred to as a "Jurisdiction");
(xxii) "Lien" means any encumbrance of any nature or kind
whatever and includes a security interest, mortgage,
lien, hypothec, pledge, hypothecation, assignment,
charge or other security;
(xxiii) "Losses" means, in respect of any matter or thing,
all claims, demands, proceedings, losses, damages,
liabilities, obligations, deficiencies, costs and
expenses (including, without limitation, all legal
and other professional fees and disbursements,
interest, penalties and amounts paid in settlement)
arising directly or indirectly as a consequence of
such matter;
(xxiv) "Metanor" means Metanor Resources Inc., a corporation
incorporated under the CANADA BUSINESS CORPORATIONS
ACT and includes any successor thereto;
(xxv) "MI 45-102" means Multilateral Instrument 45-102 -
RESALE OF SECURITIES of the Canadian Securities
Administrators;
(xxvi) "Operator" means the current operator of the Bachelor
Lake Property, being the Assignor;
(xxvii) "Option Agreement" means the letter agreement dated
April 24, 2003 between the Assignor and GeoNova, a
copy of which is attached hereto as schedule A, and
which has been assigned by GeoNova to Metanor;
(xxviii) "Person" means an individual, a firm, a corporation,
a syndicate, a partnership, a trust, an association,
an unincorporated organization, a joint venture, an
investment club, a government or an agency or
political subdivision thereof and every other form of
legal or business entity of whatsoever nature or
kind;
(xxix) "Securities Commission" means the Ontario Securities
Commission; and
(xxx) "Securities Laws" means the securities legislation
and regulations of, and the instruments, policies,
rules, orders, codes, notices and interpretation
notes of the securities regulatory authorities
(including the Exchange) of, the applicable
jurisdiction or jurisdictions collectively.
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(b) INTERPRETATION
(i) References herein to sections, subsections,
paragraphs or subparagraphs shall be construed as
references to sections, subsections, paragraphs or
subparagraphs, as the case may be, of this Agreement.
(ii) The headings of sections and subsections herein are
inserted for convenience of reference only and shall
not affect the meaning or intent of the provisions
hereof.
(iii) In this Agreement, unless the context otherwise
requires, words importing the singular number only
shall include the plural and VICE VERSA, words
importing persons shall include individuals,
corporations, partnerships, associations, trusts,
unincorporated organizations, governmental bodies and
all other entities whatsoever and words importing the
masculine gender shall include the feminine gender
and the neuter and VICE VERSA.
(iv) Unless otherwise specifically indicated, all dollar
amounts referred to in this Agreement are expressed
in Canadian funds.
(c) KNOWLEDGE
The term "knowledge", when used herein to modify or describe
the state of knowledge of factual or legal matters, whether or
not used with any other limiting or expansive language, means
to the knowledge of the Person so stating after reasonable
inquiry. With respect to the Assignor, "reasonable inquiry"
shall comprise inquiry of appropriate and knowledgeable
employees, directors and officers of the Assignor.
(d) SCHEDULES
The following schedules are attached to this Agreement and are
deemed to be a part of and incorporated into this Agreement:
SCHEDULE TITLE
A Option Agreement
B Net Smelter Returns Royalty
C Details of Assignor's Expenditures
D Sale and Purchase Agreement dated
November 10, 2004 between GeoNova
and Metanor
2. ASSIGNMENT OF ASSIGNED ASSETS AND ASSUMPTION OF ASSUMED OBLIGATIONS
(a) Upon and subject to the terms and conditions set out herein,
(i) the Assignor hereby agrees:
A. to sell, transfer, assign, convey and set
over to the Assignee, effective as of the
Closing, all of the Assignor's right, title,
benefit and interest in and to, the Assigned
Assets, with the Bachelor Lake Option, the
interest of the Assignor in the Option
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Agreement and the rights of the Assignor in
and under the Option Agreement being free
and clear of all Liens, options, rights of
first refusal or other rights, title or
interests or any right capable of becoming
any of the foregoing; and
B. to delegate to the Assignee, effective as of
the Closing, all of the Assignor's duties,
obligations and liabilities under and in
connection with the Assigned Assets; and
(ii) the Assignee hereby agrees to acquire, effective as
of the Closing, all of the Assignor's right, title,
benefit and interest in and to the Assigned Assets
and to assume, effective as of the Closing, all of
the Assignor's duties, obligations and liabilities
under and in connection with the Assumed Obligations;
in each case on and subject to the terms and conditions
hereinafter set out.
(b) The aggregate consideration for the assignment of the Assigned
Assets to the Assignee shall consist of:
(i) the amount of $650,000, which amount shall be paid by
the Assignee to the Assignor at the Closing in
accordance with subsection 9(b) hereof;
(ii) 1,400,000 Common Shares, which Common Shares shall be
issued by the Assignee to the Assignor at the Closing
in accordance with subsection 9(b) hereof;
(iii) the amount equal to 50 per cent of the aggregate
amount in excess of $1,600,000 to a maximum of
$3,000,000, spent by the Assignor up to the time of
Closing on exploration programs pursuant to the
Option Agreement, which amount shall be paid by the
Assignee to the Assignor at the Closing in accordance
with subsection 9(b) hereof;
(iv) that number of Common Shares at a deemed price of
$1.00 per Common Share equal to 50 per cent of the
amount in excess of $1,600,000 to a maximum of
$3,000,000, spent by the Assignor up to the time of
Closing on exploration programs pursuant to the
Option Agreement, which number of Common Shares shall
be issued by the Assignee to the Assignor at the
Closing in accordance with subsection 9(b) hereof;
(v) the amount equal to the aggregate amount in excess of
$3,000,000 spent by the Assignor up to the time of
Closing on exploration programs pursuant to the
Option Agreement, which amount shall be paid by the
Assignee to the Assignor at the Closing in accordance
with subsection 9(b) hereof; and
(vi) the assumption of the Assumed Obligations, the
payment of the Bonus Consideration, the issuance of
the Bonus Shares and the grant of the net smelter
returns royalty, all pursuant to and in accordance
with the terms of this Agreement.
(c) In the event that the Assignee exercises the Bachelor Lake
Option and acquires a 50% right, title and interest in and to
the Bachelor Lake Property and the Bachelor Lake Property is
thereafter placed into production, the Assignee shall pay to
the Assignor the Bonus Consideration by certified cheque or
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bank draft (or the Assignee shall pay the Bonus Consideration
to the Assignor by wire transfer or other means acceptable to
the Assignor) and issue to the Assignor the Bonus Shares, in
each case within five Business Days after 50,000 ounces of
gold or gold equivalent have been produced from the Bachelor
Lake Property.
(d) In the event that after the Closing the Assignee exercises the
Bachelor Lake Option and acquires a 50% right, title and
interest in and to the Bachelor Lake Property, the Assignor
shall be entitled to a one-half of one per cent (0.5%) net
smelter returns royalty on 50% of any ore, metal or
concentrate produced from the Bachelor Lake Property, such net
smelter returns royalty to be calculated and payable in
accordance with the terms of schedule B attached hereto. The
Assignor and the Assignee hereby acknowledge and agree that
the net smelter returns royalty referenced in this subsection
2(d) is not only a contractual right or interest but shall,
and it is intended that it shall, bind and run with the right,
title and interest in and to the Bachelor Lake Property
acquired by the Assignee upon the exercise of the Bachelor
Lake Option. The Assignee further hereby acknowledges and
agrees that, in the event that the Assignee wishes to transfer
all or any portion of its right, title or interest in the
Bachelor Lake Property, such transfer shall not be effective
unless and until the transferee has delivered to and in favour
of the Assignor a written undertaking in a form acceptable to
the Assignor whereby such transferee agrees to be bound, to
the extent of the right, title or interest transferred, by all
of the terms and conditions of this subsection 2(d) and
schedule B attached hereto, whereupon the Assignee shall be
released from any further obligation or liability in respect
of this subsection 2(d) and schedule B attached hereto to the
extent of the right, title or interest so transferred. The
Assignee hereby agrees that it shall not transfer all or any
portion of its right, title or interest in the Bachelor Lake
Property unless and until the transferee has delivered to the
Assignor a written undertaking in a form acceptable to the
Assignor whereby such transferee agrees to be bound, to the
extent of the right, title or interest transferred, by all of
the terms and conditions of this subsection 2(d) and schedule
B attached hereto.
(e) From the Closing, and subject to the terms of this Agreement,
including the representations and warranties of the Assignor
made in this Agreement, the Assignee shall be responsible for
the Assigned Assets and liable for the Assumed Obligations.
Without limitation to the foregoing sentence, from the
Closing, the Assignee shall, to the extent that such
liabilities, duties or obligations, or the factual
circumstances giving rise to such liabilities, duties or
obligations, do not constitute a breach of the representations
or warranties of the Assignor made in this Agreement (and if
such liabilities, duties or obligations, or the factual
circumstances giving rise thereto constitute a breach of such
representations and warranties, the Assignee shall only be
relieved to the extent of such breach), assume and be bound by
and liable and responsible for, and undertakes to discharge,
perform and fulfill, all liabilities, duties and obligations
of the Assignor pursuant to the Option Agreement and the
Bachelor Lake Option or related to the Bachelor Lake Property
and the Assignee hereby covenants and agrees that the Assignee
shall, to the extent that such liabilities, duties or
obligations, or the factual circumstances giving rise to such
liabilities, duties or obligations, do not constitute a breach
of the representations or warranties of the Assignor made in
this Agreement (and if such liabilities, duties or
obligations, or the factual circumstances giving rise thereto
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constitute a breach of such representations and warranties,
the Assignee shall only be relieved to the extent of such
breach), observe and perform all covenants, conditions,
agreements and obligations of the Assignor to be observed or
performed by the Assignor from the Closing pursuant to the
Option Agreement and the Bachelor Lake Option or related to
the Bachelor Lake Property. The liabilities and obligations
which the Assignee has agreed to assume under this subsection
are hereinafter collectively referred to as the "Assumed
Obligations".
(f) The Assignor acknowledges that the Consideration Shares and
the Bonus Shares will be subject to a statutory hold period
under the Securities Laws of the Province of Ontario and the
resale restriction under the policies of the Exchange for a
period of four months and one day from the date on which any
such shares are issued to the Assignor and that a suitable
legend or legends will be placed on the certificates
representing the Consideration Shares and the Bonus Shares to
reflect the applicable restricted period and statutory hold
period to which the Consideration Shares and the Bonus Shares
are subject.
3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
(a) The Assignor hereby represents and warrants to the Assignee as
follows (and acknowledges that the Assignee is relying on such
representations and warranties in entering into this Agreement
and in completing the assignment of the Assigned Assets):
(i) the Assignor is a corporation existing under the
BUSINESS CORPORATIONS ACT (Ontario) and has all
necessary corporate power, capacity and authority to
enter into this Agreement and each of the Ancillary
Documents to be executed and delivered by the
Assignor and to complete the transactions
contemplated hereby and thereby to be completed by
the Assignor;
(ii) the Assignor has full corporate power, capacity and
authority to own, lease or acquire an interest in and
to, and to operate its properties and to carry on its
business as now conducted and the Assignor is
qualified, authorized, registered or licensed to
conduct its business and is in good standing under
the laws of each jurisdiction in which it conducts
its business or owns, leases or otherwise has an
interest in its properties and assets, including the
Province of Quebec;
(iii) the execution and delivery of this Agreement and each
of the Ancillary Documents to be executed and
delivered by the Assignor, and the performance of the
terms hereof and thereof by the Assignor, have been
authorized by all necessary corporate proceedings of
the Assignor and each of this Agreement and the
Option Agreement constitutes a legal, valid and
binding agreement enforceable against the Assignor in
accordance with its terms and, upon being executed
and delivered, each of the Ancillary Documents to be
executed and delivered by the Assignor will
constitute a valid and legally binding obligation of
the Assignor enforceable against the Assignor in
accordance with its terms, except in each case to the
extent that enforcement may be limited by laws of
general application affecting the enforcement of
creditor's rights and the provisions of the
LIMITATIONS ACT, 2002 (Ontario) and that certain
remedies are discretionary in nature and may not be
available in all circumstances;
(iv) the Assignor has the right to assign the Assigned
Assets and all of its right, title, benefit and
interest in and to the Assigned Assets, to the
Assignee subject to obtaining the consent of Metanor
pursuant to subjection 2(j) of the Option Agreement
and the execution and delivery of this Agreement and
each of the Ancillary Documents to be executed and
delivered by the Assignor and the performance of the
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terms hereof and thereof by the Assignor will not
conflict with or result in a breach or violation of
any of the provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which
the Assignor is a party or by which the Assignor or
any of the assets or properties thereof is bound or
conflict with or result in any violation of the
provisions of the articles, by-laws or resolutions of
the directors (including any committee thereof) or
shareholders of the Assignor or of any Applicable
Law;
(v) none of the sale, assignment or transfer of the
Assigned Assets to the Assignee, the execution and
delivery of this Agreement or any Ancillary Document
by the Assignor, the compliance by the Assignor with
the provisions of this Agreement or any Ancillary
Document to be executed and delivered by the Assignor
or the completion of the transactions contemplated
hereby or thereby, do or will require the Assignor to
obtain the consent, approval, or authorization, or
any order or agreement of, or registration or
qualification with, any Governmental Authority or
other Person, except the consent of Metanor pursuant
to subsection 2(j) of the Option Agreement;
(vi) the Assignor has performed all of its obligations
required to be performed to the date hereof by the
Assignor under the Option Agreement including, but
not limited to, incurring an aggregate expenditure of
at least $3,000,000 on exploration on the Bachelor
Lake Property pursuant to and in accordance with the
terms of the Option Agreement (as such expenditures
are set out in detail on schedule C attached hereto)
and making aggregate payments of $200,000 in
accordance with section 1.1 of the Option Agreement,
and is not in default under or in breach of, any
representation, warranty, covenant, agreement or
condition or any other provision set out in the
Option Agreement;
(vii) to the knowledge of the Assignor, Metanor is the
registered or recorded owner of an undivided 100%
right, title and interest in and to the Bachelor Lake
Property and, upon the exercise and completion of the
Bachelor Lake Option in accordance with the terms of
the Option Agreement, the holder of the Bachelor Lake
Option will be entitled to a 50 per cent undivided
legal and beneficial right, title and interest in and
to the Bachelor Lake Property subject only to the
provisions of the Option Agreement, the royalty
granted by GeoNova to Ced-Or Corporation pursuant to
the purchase and sale agreement dated March 30, 2001
between GeoNova and Ced-Or Corporation, which royalty
was assigned by Ced-Or Corporation to Concopper
Enterprises Inc. pursuant to the assignment of
royalties dated September 21, 2001 between Ced-Or
Corporation, Concopper Enterprises Inc. and GeoNova a
copy of which is attached as schedule B to the Option
Agreement and to the net smelter return royalty of
the Assignor pursuant to subsection 2(d) hereof;
(viii) other than the rights of the Assignee set out in this
Agreement, to the knowledge of the Assignor, no
Person has any Lien, agreement, option, right of
first refusal or right, title or interest or any
right capable of becoming any of the foregoing, in or
to the Bachelor Lake Property, and other than the
rights of the Assignee set out in this Agreement, no
Person has any Lien, agreement, option, right of
first refusal or right, title or interest or any
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right capable of becoming any of the foregoing, in or
to the Bachelor Lake Option, the interest of the
Assignor in the Option Agreement or the rights of the
Assignor in and under the Option Agreement and, to
the knowledge of the Assignor, there are no
outstanding tax liabilities (other than accrued taxes
which are not yet due) on or in respect of the
Bachelor Lake Property;
(ix) to the knowledge of the Assignor, the Bachelor Lake
Property is in good standing and all amounts required
to be expended or work to be performed to maintain
the Bachelor Lake Property in good standing have been
and will continue to be expended or performed until
the Closing;
(x) the Assignor is acquiring the Consideration Shares as
principal for its own account and is an "accredited
investor" within the meaning of Rule 45-501 of the
Ontario Securities Commission by virtue of the fact
that the Assignor is a company, other than a mutual
fund or non-redeemable investment fund, that had net
assets of at least $5,000,000 as reflected on its
most recently prepared financial statements;
(xi) there is no claim, action, suit, proceeding or
governmental investigation pending or, to the
knowledge of the Assignor, threatened against the
Assignor by or before any Governmental Authority or
by any other Person which challenges the validity of
this Agreement or the Option Agreement or which would
be reasonably likely to adversely affect or restrict
the Assignor's ability to consummate the transactions
contemplated hereby;
(xii) other than this Agreement and the sale and purchase
agreement dated November 10, 2004 between GeoNova and
Metanor (a copy of which is attached hereto as
schedule D), there are no agreements, adverse
interests or options to acquire or purchase the
Bachelor Lake Property, the Bachelor Lake Option or
the Option Agreement or any portion thereof to which
the Assignor is a party or by which the Assignor is
bound, to the knowledge of the Assignor, other than
GeoNova and Metanor, no Person has any possessory
interest in the Bachelor Lake Property, and, to the
knowledge of the Assignor, other than a net smelter
returns royalty of up to 2% in favour of Concopper
Enterprises Inc. as referred to in the Option
Agreement, no Person, is entitled to any royalty or
other payment in the nature of a royalty on any
minerals, metals or concentrates or any other such
products removed or produced from the Bachelor Lake
Property;
(xiii) to the knowledge of the Assignor, other than with
respect to reclamation and closure liabilities and
costs, the condition of the Bachelor Lake Property is
in material compliance with all Applicable Laws
including in respect of any environmental liability
related to or arising out of the Bachelor Lake
Property;
(xiv) to the knowledge of the Assignor, the Assignor has
conducted its activities on the Bachelor Lake
Property in accordance with all Applicable Laws and
has not caused an environmental liability with
respect to the Bachelor Lake Property other than
those reclamation or rehabilitation obligations
ordinarily related to the conduct of preliminary
exploration work or dewatering;
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(xv) to the knowledge of the Assignor, there are no
outstanding, pending or threatened, actions, suits or
claims affecting or in respect of, or arising out of
or in connection with any activities conducted on, in
or under, the Bachelor Lake Property, or affecting or
in respect of the right, title or interest therein or
thereto, or affecting or in respect of the Bachelor
Lake Option or the Option Agreement;
(xvi) the Assignor has made available to the Assignee all
material information in its possession or control
relating to the Bachelor Lake Property, or relating
to the right, title or interest therein or thereto,
or relating to the Bachelor Lake Option or the Option
Agreement;
(xvii) the Assigned Assets do not constitute all or
substantially all of the assets of Assignor;
(xviii) the Option Agreement and the Bachelor Lake Option are
valid and subsisting, in good standing and all
material covenants and obligations contained in the
Option Agreement to be observed or performed to the
date hereof by the Assignor and, to the knowledge of
the Assignor, any other party thereto, have been
observed and performed to the date hereof;
(xix) none of the rights of the Assignor arising under or
pursuant to the Option Agreement and the Bachelor
Lake Option have been waived nor allowed to lapse
over time;
(xx) the Assignor has not received notice with respect to,
nor is aware of, any matter of fact which with notice
or lapse of time or both would constitute, a default
of the obligations of the Assignor to the Option
Agreement;
(xxi) the Assignor is not and at the time of Closing will
not be a non-resident of Canada within the meaning of
section 116 of the INCOME TAX ACT (Canada); and
(xxii) other than as provided in this Agreement, the
Assignor has not assigned its right, title and
interest in and to the Bachelor Lake Option or the
Option Agreement, or any part thereof, to any Person,
nor entered into any agreement or granted any right
to any person capable of becoming an assignment or
right to an assignment of it's right, title and
interest in and to the Bachelor Lake Option or the
Option Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE
(a) The Assignee hereby represents and warrants to the Assignor as
follows (and acknowledges that the Assignor is relying on such
representations and warranties in entering into this Agreement
and in completing the assignment of the Assigned Assets):
(i) the Assignee is a corporation existing under the
BUSINESS CORPORATIONS ACT (British Columbia) and has
all necessary corporate power and capacity to enter
into this Agreement and each of the Ancillary
Documents to be executed and delivered by the
Assignee and to complete the transactions
contemplated hereby and thereby to be completed by
the Assignee;
-12-
(ii) the Assignee has full corporate power, capacity and
authority to own, lease and operate its properties
and to carry on its business as now conducted and the
Assignee is qualified, authorized, registered or
licensed to conduct its business and is in good
standing in the laws of each jurisdiction in which it
conducts its business or owns or leases its
properties and assets, including the Province of
Quebec;
(iii) the execution and delivery of this Agreement and each
of the Ancillary Documents to be executed and
delivered by the Assignee and the performance of the
terms hereof and thereof by the Assignee have been
authorized by all necessary corporate proceedings of
the Assignee and this Agreement constitutes a legal,
valid and binding agreement enforceable against
Assignee in accordance with its terms and, upon being
executed and delivered, each of the Ancillary
Documents to be executed and delivered by the
Assignee will constitute a valid and legally binding
obligation of the Assignee enforceable against the
Assignee in accordance with its terms, except to the
extent that enforcement may be limited by laws of
general application affecting the enforcement of
creditor's rights and the provisions of the
LIMITATIONS ACT, 2002 (Ontario) and that certain
remedies are discretionary in nature and may not be
available in all circumstances;
(iv) the execution and delivery of this Agreement and each
of the Ancillary Documents to be executed and
delivered by the Assignee and the performance of the
terms hereof and thereof by the Assignee will not
conflict with or result in a breach or violation of
any of the provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which
the Assignee is a party or by which the Assignee or
any of the assets or properties thereof is bound or
conflict with or result in any violation of the
provisions of its articles, by-laws or resolutions of
its directors (including any committee thereof) or
shareholders or any Applicable Law;
(v) the Assignee is a reporting issuer in each of the
Jurisdictions not in default under the Securities
Laws of the Jurisdictions and (i) the Assignee has
filed on a timely basis with the securities
regulatory authorities in each of the Jurisdictions
all forms, reports and documents required to be filed
by it pursuant to the Securities Laws of the
Jurisdictions and all such filings, when made,
complied in all material respects with the Securities
Laws of each of the Jurisdictions, and all
information required to be stated therein or
necessary in light of the circumstances in which they
were made, not misleading in any material respect,
(ii) as of their respective dates, none of any such
filings contained any untrue statement of a material
fact or omitted to state a material fact, and (iii)
no confidential disclosure has been made by Assignee
under any Securities Laws of the Jurisdictions;
(vi) the Assignee is, and on the Closing Date will be, a
Canadian within the meaning of the INVESTMENT CANADA
ACT (Canada), as amended to the Closing Date;
(vii) there is no claim, action, suit, proceeding or
governmental investigation pending or, to the
knowledge of the Assignee, threatened against the
Assignee by or before any Governmental Authority or
by any other Person which challenges the validity of
-13-
this Agreement or which would be reasonably likely to
adversely affect or restrict the Assignee's ability
to consummate the transactions contemplated hereby;
(viii) the Assignee is authorized to issue an unlimited
number of Common Shares of which 16,757,174 Common
Shares are issued and outstanding as fully paid and
non-assessable common shares of the Assignee as at
the date of this Agreement;
(ix) the outstanding Common Shares are listed on the
Exchange and no order ceasing or suspending trading
in any securities of the Assignee has been issued and
no proceedings for such purpose are pending, or to
the knowledge of the Assignee, threatened;
(x) upon the issue thereof on the Closing Date, the
Consideration Shares will be authorized and issued to
the Assignor as fully paid and non-assessable Common
Shares and will be conditionally approved for listing
on the Exchange;
(xi) upon the issue thereof in accordance with subsection
2(c) hereof, the Bonus Shares will be authorized and
issued to the Assignor as fully paid and
non-assessable Common Shares and will be, on the
Closing Date conditionally approved for listing on
the Exchange;
(xii) the issue by the Assignee to the Assignor of the
Consideration Shares is, and the issue by the
Assignee to the Assignor of the Bonus Shares, if and
when issued, will be, exempt from the registration
and prospectus requirements of the Securities Laws of
the Province of Ontario and no document is required
to be filed, proceeding taken or approval, consent or
authorization of any regulatory authority required to
be obtained by the Assignee in connection therewith
other than the Assignee Regulatory Consent provided,
however, that the Assignee is required to file with
the Ontario Securities Commission within 10 days of
the date of issue of each of the Consideration Shares
and the Bonus Shares, a report prepared and executed
in accordance with Form 45-501F1 prescribed by Rule
45-501 of the Securities Commission in respect of the
issue and delivery of the Consideration Shares and
the Bonus Shares;
(xiii) the Consideration Shares will not be subject to a
restricted period or statutory hold period under the
Securities Laws of the Province of Ontario or any
Jurisdiction or to any resale restriction under the
policies of the Exchange which extends beyond four
months and one day after the Closing Date (and after
the expiry of such four month restricted period, the
first trade of Consideration Shares will be exempt
from the prospectus requirements of the Securities
Laws of the Province of Ontario and each Jurisdiction
and no document will be required to be filed and no
proceeding taken or approval, permit, consent, order
or authorization obtained by the Assignee under the
Securities Laws of the Province of Ontario and the
Jurisdictions in respect of such first trade),
provided that the conditions set out in paragraphs
2.5(2), 4, 5, 6 and 7 of MI 45-102 are satisfied; and
(xiv) if and when issued, the Bonus Shares will not be
subject to a restricted period or statutory hold
period under the Securities Laws of the Province of
Ontario or any Jurisdiction or to any resale
restriction under the policies of the Exchange which
extends beyond four months and one day after the date
of issue thereof (and after the expiry of such four
month restricted period, the first trade of Bonus
-14-
Shares will be exempt from the prospectus
requirements of the Securities Laws of the Province
of Ontario and each Jurisdiction and no document will
be required to be filed and no proceeding taken or
approval, permit, consent, order or authorization
obtained by the Assignee under the Securities Laws of
the Province of Ontario and the Jurisdictions in
respect of such first trade), provided that the
conditions set out in paragraphs 2.5(2), 4, 5, 6 and
7 of MI 45-102 are satisfied.
5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All of the representations and warranties of the parties hereto
contained in this Agreement or in any Ancillary Document shall be true
and complete at the time of Closing as if made at the time of Closing.
Subject to the following sentence, the representations and warranties
of the parties hereto contained in this Agreement or in any Ancillary
Document shall survive the Closing and shall continue in full force and
effect thereafter for a period of three years after the Closing Date
and such representations and warranties shall not merge in any
agreement or instrument effecting any of the transactions contemplated
hereby. Notwithstanding the preceding sentence the representations and
warranties of the Assignee contained in this Agreement or any Ancillary
Document with respect to the Bonus Shares shall survive the Closing and
shall continue in full force and effect thereafter for a period of
three years after the date on which the Bonus Shares are issued to the
Assignor.
6. COVENANTS OF THE ASSIGNOR AND THE ASSIGNEE
(a) COVENANTS OF THE ASSIGNEE
The Assignee hereby covenants and agrees with the Assignor
that the Assignee will:
(i) forthwith seek to obtain, in a diligent manner using
commercially reasonable efforts, to the extent not
already obtained, the necessary regulatory consents
from the Exchange and, to the extent necessary, from
the Securities Commission for the issue of the
Consideration Shares and the Bonus Shares;
(ii) forthwith seek to arrange, in a diligent manner using
commercially reasonable efforts, the listing of the
Consideration Shares and the Bonus Shares, on the
Stock Exchange as soon as possible;
(iii) forthwith make all necessary filings to obtain all
other necessary regulatory and other consents and
approvals required in connection with the
transactions contemplated by this Agreement;
(iv) maintain the listing of the Common Shares on the
Exchange and the status thereof as a reporting issuer
not in default under the securities legislation of
each of the Jurisdictions for a period of 18 months
after the Closing Date; and
(v) as soon as practicable after the Closing Date (and in
any event within the time required) file such
documents as may be required under the Securities
Laws of the Province of Ontario and each Jurisdiction
relating to the issue of the Consideration Shares
which, without limiting the generality of the
foregoing, shall include a Form 45-501F1 as
prescribed by Rule 45-501 of the Securities
Commission.
-15-
(b) COVENANTS OF ASSIGNOR
The Assignor hereby covenants and agrees with the Assignee
that the Assignor will:
(i) forthwith use its reasonable commercial efforts to
obtain all necessary consents, approvals and waivers
for the completion of the transactions contemplated
hereby required to be obtained by the Assignor,
including without limitation, any necessary consent
or approval required from any Governmental Authority
having jurisdiction in respect of such transactions
or any third party consents or approvals as may be
necessary under the Option Agreement to the extent
not already obtained; and
(ii) not sell, transfer, hypothecate or otherwise trade
any of the Consideration Shares or Bonus Shares
issued to the Assignor hereunder for a period of one
year from the date on which any such shares are
issued to the Assignor other than pursuant to a
take-over bid made for all of the Common Shares,
provided that, this section shall not apply to any
transfer of Consideration Shares or Bonus Shares to
an Affiliate of the Assignor provided that if such
transfer to an Affiliate of the Assignor occurs
within one year of the date of issue of the
Consideration Shares or the Bonus Shares being
transferred, such Affiliate agrees in writing with
the Assignee at the time of such transfer to be bound
by the terms of this paragraph 6(b)(ii).
7. INTENTIONALLY DELETED
8. CONDITION PRECEDENT
(a) The obligation of the Assignor to complete the transactions
contemplated hereby and to assign the Assigned Assets to the
Assignee is subject to the fulfilment of each of the following
conditions:
(i) the representations and warranties of the Assignee
contained herein shall be true and correct in all
material respects as of the Closing Date;
(ii) the Assignee shall have performed all covenants and
agreements of the Assignee contained in this
Agreement to be performed by the Assignee prior to
Closing;
(iii) all necessary consents and approvals for the
completion of the transactions contemplated hereby
shall have been obtained in form reasonably
satisfactory to the Assignor, including all necessary
consents and approvals of the Securities Commission
and the Exchange to the issue and listing of the
Consideration Shares and the Bonus Shares;
(iv) delivery by the Assignee to the Assignor of the Cash
Consideration and the certificates representing the
Consideration Shares; and
(v) delivery by the Assignee to the Assignor of the
documents described in subsection 9(b) hereof.
The conditions set out in this subsection are for the
exclusive benefit of the Assignor and may be waived in whole
or in part by the Assignor at any time. If any of the
conditions set out in this subsection shall not be fulfilled
or performed at or before the Closing or the Closing has not
-16-
been completed prior to the earlier of May 14, 2005 and the
commencement of drilling by the Operator on the Bachelor Lake
Property, the Assignor may rescind the obligations thereof
under this Agreement by notice in writing to the Assignee and
in such event the Assignor shall be released from all of its
obligations hereunder.
(b) The obligation of the Assignee to complete the transactions
contemplated hereby and to acquire the Assigned Assets and
assume the Assumed Obligations are subject to the fulfillment
of each of the following conditions:
(i) the representations and warranties of the Assignor
contained herein shall be true and complete as of the
Closing Date;
(ii) the Assignor shall have performed all covenants and
agreements contained in this Agreement to be
performed by the Assignor prior to Closing;
(iii) all necessary consents and approvals for the
completion of the transactions contemplated hereby
shall have been obtained prior to Closing in form
reasonably satisfactory to the Assignee, including
all consents required under the terms of the Option
Agreement and including all necessary consents and
approvals of the Securities Commission and the
Exchange to the issue and listing of the
Consideration Shares and the Bonus Shares;
(iv) the Assignee being satisfied, in its sole discretion,
that
A. Metanor has consented in favour of the
Assignee in writing prior to Closing to the
assignment by the Assignor to the Assignee,
and the assumption by the Assignee, all as
contemplated by this Agreement and on terms
that are satisfactory to the Assignee;
B. at the time of Closing, Metanor has
confirmed in writing that it holds an
undivided 100% legal and beneficial right,
title and interest in and to the Bachelor
Lake Property, free and clear of all Liens;
and
C. at the time of Closing, the Option Agreement
and the Bachelor Lake Option are valid and
subsisting and is in full force and effect,
unamended free and clear of all Liens and no
material default exists thereunder;
(v) delivery by the Assignor to the Assignee of the
documents described in subsection 9(c) hereof.
The conditions set out in this subsection are for the
exclusive benefit of the Assignee and may be waived in whole
or in part by the Assignee at any time. If any of the
conditions set out in this subsection shall not be fulfilled
or performed at or before the Closing or the Closing has not
been completed prior to the earlier of May 14, 2005 and the
commencement of drilling by the Operator on the Bachelor Lake
Property, the Assignee may rescind the obligations thereof
under this Agreement by notice in writing to the Assignor and
in such event the Assignee shall be released from all of its
obligations hereunder.
-17-
9. CLOSING
(a) The completion of the transactions contemplated hereby shall
take place at 10:00 a.m. (Toronto Time) on the Closing Date at
the offices of Fraser ▇▇▇▇▇▇ Casgrain LLP, Suite 3900, 1 First
Canadian Place, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇.
(b) At the Closing, the Assignee shall deliver to the Assignor:
(i) a certificate of an officer of the Assignee dated the
Closing Date certifying that as of the Closing Date
the representations and warranties of the Assignee
contained in this Agreement are true and correct in
all material respects and all covenants and
agreements required by this Agreement to be performed
or complied with by the Assignee prior to or at the
Closing have been performed and complied with except
as otherwise specifically agreed by the Assignor;
(ii) all documents, in form and substance satisfactory to
the Assignor, acting reasonably, required under the
Option Agreement and the laws of the Province of
Quebec to validly effect the transfer and assignment
of the Assigned Assets to the Assignee and required
to be executed by the Assignee (such documents to be
executed by the Assignee and to be in registerable
form to the extent required);
(iii) a certificate or certificates representing the
Consideration Shares, registered in the name of the
Assignor or as the Assignor may otherwise direct (the
Assignor acknowledging that a suitable legend or
legends will be placed on such certificates to
reflect the applicable restricted period and
statutory hold period to which the Consideration
Shares are subject);
(iv) a certified cheque or bank draft representing the
aggregate of the Cash Consideration (or the Assignee
shall otherwise arrange to pay the Cash Consideration
to the Assignor by wire transfer or other means
acceptable to the Assignor);
(v) an assignment and assumption agreement, in form and
substance satisfactory to the Assignor and the
Assignee, each acting reasonably, regarding the
assumption by the Assignee of the Assumed Obligations
executed by the Assignee;
(vi) the consent of Metanor to the assignment of the
Assigned Assets to the Assignee pursuant to
subsection 2(j) of the Option Agreement and the
assumption by the Assignee of the Assumed
Obligations;
(vii) release by Metanor of the Assignor in connection with
all liabilities and obligations of the Assignor under
and in connection with the Option Agreement; and
(viii) such further documents as may be contemplated by this
Agreement or as the Assignor may reasonably require.
(c) At the Closing, the Assignor shall deliver to the Assignee:
(i) a certificate of an officer of the Assignor dated the
Closing Date certifying that as of the Closing Date
the representations and warranties of the Assignor
respectively contained in this Agreement are true and
correct in all material respects and all covenants
-18-
and agreements required by this Agreement to be
performed or complied with by the Assignor
respectively prior to or at the Closing have been
performed and complied with except as otherwise
specifically agreed by the Assignee;
(ii) all documents, in form and substance satisfactory to
the Assignee, acting reasonably, including in
registrable or recordable form, required under the
Option Agreement and the laws of the Province of
Quebec to validly effect the transfer and assignment,
and to register or record notice against title to the
Bachelor Lake Property of the transfer and
assignment, of the Assigned Assets to the Assignee;
(iii) all forms required by the Exchange and such other
forms, if any, as are required by the Securities
Commission in respect of the acquisition by the
Assignor of the Consideration Shares and the Bonus
Shares;
(iv) an assignment and assumption agreement, in form and
substance satisfactory to the Assignor and the
Assignee, each acting reasonably, regarding the
assumption by the Assignee of the Assumed Obligations
executed by the Assignee;
(v) the consent of Metanor to the assignment of the
Assigned Assets to the Assignee pursuant to
subsection 2(j) of the Option Agreement and the
assumption by the Assignee of the Assumed
Obligations, together with the other written
confirmations of Metanor pursuant to subsection
8(b)(iv) of this Agreement;
(vi) release by Metanor of the Assignor in connection with
all liabilities and obligations of the Assignor under
and in connection with the Option Agreement; and
(vii) such further documents as may be contemplated by this
Agreement or as the Assignee may reasonably require.
(d) Where the consent or approval of any Governmental Authority or
any registration is required for the transfer or assignment of
any of the Assigned Assets to the Assignee and such consent or
approval has not been obtained or such registration has not
been made on or before the Closing Date and the Assignee and
the Assignor have waived the delivery of such consent or
approval as a condition precedent to the completion of the
Closing, then the Assignor shall hold such Assigned Asset in
trust for the Assignee pending receipt of such consent or
approval or such registration; provided that the sole
obligation of the Assignor will be to hold such Assigned Asset
and, at the request and expense of the Assignee, to perform
such acts in compliance with Applicable Laws as an owner of
such Assigned Asset would perform. The maximum period of time
that the Assignor shall be required to hold any Assigned Asset
pursuant to this subsection 9(d) shall be for one year after
the Closing Date.
10. INDEMNITY
(a) The Assignee hereby agrees to indemnify and save harmless the
Assignor from all Losses suffered or incurred by the Assignor
directly or indirectly as a result of, arising out of,
associated with or in connection with:
-19-
(i) the Assignor having held a right, title or interest
in and to, or the Assignor having exercised any right
pursuant to, the Assigned Assets;
(ii) any failure to assume or discharge, perform or
fulfill any of the Assumed Obligations;
(iii) a breach of any representation or warranty made by
the Assignee in this Agreement; or
(iv) a breach by the Assignee of any of its covenants or
obligations in this Agreement.
(b) The Assignor hereby agrees to indemnify and save harmless the
Assignee from all Losses suffered or incurred by the Assignee
directly or indirectly as a result of, arising out of,
associated with or in connection with:
(i) a breach of any representation or warranty made by
the Assignor in this Agreement; or
(ii) a breach by the Assignor of any of its covenants or
obligations in this Agreement.
11. INTENTIONALLY DELETED
12. CONFIDENTIAL INFORMATION
(a) Except as specifically otherwise provided for herein, each
party hereto will keep confidential the terms of, and all
information with respect to, this Agreement and all other
information received in conjunction with this Agreement and
will refrain from using such information other than for
activities contemplated hereunder or from publicly disclosing
such terms and information unless required by law or
regulation or by the rules or policies of any regulatory
authority or stock exchange having jurisdiction, or with the
written consent of the other party hereto, such consent not to
be unreasonably withheld. The provisions of this section 12 do
not apply to information which is or becomes part of the
public domain other than through a breach of the terms hereof
by a party hereto. Nothing in this section 12 shall prevent
either party hereto from making any disclosure with respect to
this Agreement, or filing a copy of this Agreement, pursuant
to any requirement of the Securities Laws or from disclosing
information to an Affiliate, or an employee, agent or
consultant of a party hereto for purposes related to the
administration of this Agreement or to a third party for
purposes of a transaction or reorganization, financing, review
of materials, data and results by a consultant and similar
matters provided that the person or company to whom disclosure
is made shall first agree in writing to be bound by these
provisions of confidentiality.
(b) Where a request is made for permission to disclose information
hereunder, a reply thereto will be made within three Business
Days after receipt of such request, failing which the party
hereto requesting such permission will be entitled to disclose
such information in the limited circumstances specified in
such request as if such consent had been given.
(c) The parties hereto will consult with each other prior to
issuing any press release or other public statement regarding
this terms of this Agreement. In addition, each party hereto
-20-
will obtain prior approval from the other party hereto before
issuing any press release or public statement using the name
of the other party hereto or of any of the officers, directors
or employees of the other party hereto.
13. GENERAL
(a) The expenses incurred by each party hereto in connection with
this Agreement and the transactions contemplated hereby shall
be borne by such party.
(b) Time shall be of the essence of this Agreement and each of the
terms and conditions of this Agreement.
(c) This Agreement shall not be assigned by either party hereto
without the prior written consent of the other party hereto.
(d) Any notice to be given to one party hereto by any other party
hereto may be sent by facsimile or e-mail or may be personally
delivered and all payments on account of the smelter returns
royalty payable under subsection 2(d) hereof shall be made to
the Assignor, as follows:
in the case of the Assignor:
Wolfden Resources Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Chief Financial Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
in the case of the Assignee:
Halo Resources Ltd.
1305 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Marc Cernovitch, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(e) Each party hereto shall from time to time and at all times
after the Closing Date at the request of the other party
hereto, but without further consideration, do, or cause to be
done, all such acts and things and execute and deliver, or
cause to be executed and delivered, all such further
agreements, transfers, assurances, instruments or documents as
shall be reasonably required in order to fully perform and
carry out the provisions and intent of this Agreement.
(f) No party hereto shall be liable for or otherwise incur any
obligation to any other party hereto in respect of any
commissions or finder's fees to any broker, intermediary or
finder payable in connection with any transaction contemplated
hereby.
(g) If any one or more of the provisions of this Agreement are
held to be illegal, invalid or unenforceable for any reason,
then such illegality, invalidity or unenforceability shall not
-21-
affect any other provision hereof, but this Agreement shall be
construed and enforced as if such illegal, invalid or
unenforceable provision or provisions had never been contained
herein.
(h) This Agreement supersedes the heads of agreement dated
November 12, 2004 between the Assignor and the Assignee, and
all understandings and agreements heretofore made by the
parties hereto (including such agreement) in respect of the
transactions contemplated hereby are merged in the Agreement
and of no further effect.
(i) This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and
permitted assigns.
(j) The provisions of this Agreement may only be amended with the
written consent of each of the parties hereto. No waiver of
any provision of this Agreement shall be effective, unless in
writing, and no waiver of any provision of this Agreement
shall constitute a waiver of any other provision of this
Agreement or, unless expressly provided in writing, constitute
a continuing waiver.
(k) The parties hereto acknowledge and confirm that they have
requested that this Agreement as well as all notices and other
documents contemplated hereby be drawn up in the English
language. Les parties aux presentes reconnaissent et
conferment qu'elles ont convenu que la presente convention
ainsi que tous ▇▇▇ ▇▇▇▇ et documents qui s'y rattachent soient
rediges dans la lnague anglaise.
(l) This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the
laws of the Province of Ontario and the laws of Canada
applicable therein and each party hereto hereby irrevocably
attorns to the jurisdiction of the courts of the Province of
Ontario in respect of all matters arising from the
transactions contemplated hereby.
(m) This Agreement may be executed in counterparts and, upon the
execution of one such counterpart by each party hereto, such
counterparts shall together constitute one agreement and shall
be construed as if all parties hereto had executed one copy of
this Agreement.
IN WITNESS WHEREOF this Agreement is effective as of the day and year first
above written.
WOLFDEN RESOURCES INC.
By:
____________________________________
▇▇▇▇ ▇▇▇▇▇▇
Chief Financial Officer
HALO RESOURCES LTD.
By:
____________________________________
Marc Cernovitch
President
- 22 -
LIST OF SCHEDULES [NOT ATTACHED]
SCHEDULE A OPTION AGREEMENT
SCHEDULE B CORPORATION CED-OR NSR AGREEMENT
SCHEDULE C DETAILS OF ASSIGNOR'S EXPENDITURES
SCHEDULE D SALE AND PURCHASE AGREEMENT
DATED NOVEMBER 10, 2004
BETWEEN GEONOVA AND METANOR