PURCHASE AGREEMENT
BETWEEN
GLAMIS RAND MINING COMPANY
AND
INTERMOUNTAIN RESOURCES, INC. (Without Exhibits)
THIS PURCHASE AGREEMENT is made this 18th day of November, 1997,
by and between Intermountain Resources, Inc., with an address of
▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("Owner"), and GLAMIS Rand
Mining Company, with an address of ▇.▇. ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Purchaser").
RECITALS:
A. On October 17, 1984, Owner entered into a Mineral Lease
Agreement (the "Mineral Lease Agreement") with Amselco
Exploration Inc. ("Amselco") regarding certain unpatented lode
mining claims known as the Sonrisa claims (the "Mining Claims").
A copy of the Mineral Lease Agreement is attached hereto as
Exhibit A.
B. Pursuant to the Mineral Lease Agreement, Owner, among
other things, reserved a production royalty (the "Production
Royalty").
C. Purchaser has acquired Amselco's interest in the Mineral
Lease Agreement.
D. Owner desires to sell, and Purchaser desires to purchase
from Owner, Owner's Production Royalty and Owner's interest in
the Mining Claims and to terminate the Mineral Lease Agreement.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the foregoing premises
and the respective representations, warranties, agreements,
covenants and conditions herein contained, and other good and
valuable consideration, Owner and Purchaser agree as follows:
ARTICLE I
---------
DEFINITIONS
-----------
1.01 Definitions. When used herein, the following terms shall
have the respective meanings set forth opposite each such term:
AGREEMENT: This Agreement, including the following
exhibits, each of which are incorporated
herein by this reference:
Exhibit A Mineral Lease Agreement
Exhibit B Grant, Bargain and Sale Deed
Exhibit C Quitclaim Deed
Exhibit D Depictions
regarding Reconnaissance,
Exploration and Testing
CLOSING DATE: The thirtieth (30th) day following
satisfaction or waiver by Purchaser of all
conditions precedent set forth in Section
9.01(a).
EFFECTIVE DATE: The date set forth in the heading of this
Agreement.
MINERAL LEASE
AGREEMENT: The October 17, 1984 Mineral Lease Agreement
entered into between Owner and Amselco
Exploration Inc. that is attached to this
Agreement as Exhibit A.
MINING CLAIMS: The mining claims located in ▇▇▇▇ County,
California, that are subject to the Mineral
Lease Agreement. As well as any right, title
or interest in any patented or unpatented
mining claims located within the following
described area within the Mt. Diablo Basis
and Meridian, ▇▇▇▇ County, California:
Township Range Section
-------- ----- -------
29S 40E Various
29S 41E 31, 32
30S 40E Various
30S 41E Various
30S 42E Various
PURCHASE PRICE: The consideration payable by Purchaser to
Owner for the Owner's interest in the
Production Royalty and all other covenants
and warranties contained herein, as provided
in Section 3.01.
PRODUCTION ROYALTY: The royalty payable to Owner by Purchaser
pursuant to the Mineral Lease Agreement.
TITLE SEARCH: A written report as provided for in Section
4.01
ARTICLE II
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PURCHASE AND SALE
-----------------
2.01 Purchase and Sale. Subject to the conditions and on the
terms contained in the Agreement, on or before the Closing Date,
Owner shall convey fee simple absolute title to the Production
Royalty to Purchaser or any assignee or designee of Purchaser by
good, sufficient and recordable grant, bargain and sale deed and
quitclaim any interest Owner may have in the Mining Claims and
Mineral Lease Agreement.
ARTICLE III
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PURCHASE PRICE
--------------
3.01 Purchase Price. The Purchase Price shall be One Hundred and
Fifty Thousand Dollars ($150,000). On the Closing Date,
Purchaser shall pay the Purchase Price to Owner.
ARTICLE IV
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TITLE COMMITMENT AND TITLE SEARCHES
-----------------------------------
4.01 Searches. Purchaser may, at its election and at its cost,
obtain written reports of searches of the records of the Office
of Recorder of Deeds of ▇▇▇▇ County, California, the Secretary of
State of California and any such other necessary governmental
agencies confirming the absence of security interests, judgments,
tax liens and bankruptcy proceedings which affect or could affect
the Production royalty, the Mining Claims, or the Mineral Lease
Agreement. If such searches disclose the existence of any
security interests, encumbrances, judgments, liens or bankruptcy
proceedings which affect or could affect the Production Royalty,
the Mining Claims, or the Mineral Lease Agreement, Purchaser may
elect, upon notice to Owner on or before the Closing Date, to
terminate this Agreement. Such searches shall be updated as of a
date not earlier than three (3) days prior to the Closing Date
confirming that there are no security interests, encumbrances,
judgments, liens or bankruptcy proceedings affecting the
Production Royalty, the Mining Claims, or the Mineral Lease
Agreement.
ARTICLE V
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POSSESSIONS, PRORATIONS AND EXPENSES
------------------------------------
5.01 Possession. Sole and exclusive ownership of the Production
Royalty shall be delivered to Purchaser on the Closing Date.
5.02 Expenses. Purchaser shall be responsible for the payment of
all recording fees, the costs of any title search, and all
transaction and transfer fees of ▇▇▇▇ County, California. The
fees and expenses of Owner's designated representatives,
accountants and attorneys shall be borne by Owner, and the fees
and expenses of Purchaser's designated representatives,
accountants and attorneys shall be borne by Purchaser. In this
regard, Purchaser shall be responsible for preparation of the
conveyance of the Production Royalty which conveyance shall be by
a grant, bargain and sale deed and preparation of the conveyance
of the Mining Claims and Mineral Lease Agreement which conveyance
shall be by quitclaim deed. Both deeds shall be subject of
review by Owner's counsel.
ARTICLE VI
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AFFIRMATIVE COVENANTS OF OWNER
------------------------------
6.01 Transactions and Encumbrances Effecting the Production
Royalty and Mining Claims. From the date hereof to the Closing
Date, Owner shall not do, suffer or permit, or agree to do, any
of the following: (a) enter into any transaction in respect to
or affecting the Production Royalty, Mining Claims or the Mineral
Lease Agreement; or (b) sell, encumber or grant any interest in
the Production Royalty, Mining Claims or the Mineral Lease
Agreement or any part thereof in any form or manner whatsoever,
or otherwise affect Purchaser's interest under this Agreement or
in or to the Production Royalty, Mining Claims, or Mineral Lease
Agreement; or which will prevent Owner's full performance of its
obligations hereunder.
6.02. Owner's Delivery of Materials. Owner shall deliver to
Purchaser not later than thirty (30) days following receipt of a
copy of Purchaser's Title Search true, correct and complete
copies of all documents evidencing cure of the title exceptions
referenced or to be referenced on the Title Search.
ARTICLE VII
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REPRESENTATIONS AND WARRANTIES OF AND INDEMNITY BY OWNER
--------------------------------------------------------
7.01 Representations and Warranties of Owner. To induce
Purchaser to execute, deliver and perform this Agreement and
without regard to any independent investigations made by
Purchaser, Owner hereby represents and warrants to Purchaser on
and as of the Effective Date as follows: (a) Accuracy of
Representations and Warranties. All representations and
warranties of Owner appearing in the other Articles and Sections
of this Agreement are true and correct; (b) Documents. Any
information included in documents to be delivered to Purchaser
pursuant to this Agreement shall be true, correct and complete in
all material respects, and the same shall not omit any material
information required to make the submission thereof fair and
complete; (c) Ownership. Except for Owner, there are no persons
that have any ownership interest in the Production Royalty or any
part thereof; (d) Authorization. Owner has full capacity, right,
power and authority to execute, deliver and perform this
Agreement and all documents to be executed by Owner pursuant
hereto, and all required actions and approvals therefor have been
duly taken and obtained. The individuals signing this Agreement
and all other documents executed or to be executed pursuant
hereto on behalf of Owner are and shall be duly authorized to
sign the same on Owner's behalf and to bind Owner thereto. This
Agreement and all documents to be executed pursuant hereto by
Owner are and shall be binding upon and enforceable against Owner
in accordance with their respective terms, and the transaction
contemplated hereby will not result in a breach of, or constitute
a default or permit acceleration of maturity under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement to which Owner is subject or by which Owner is bound;
(e) Litigation. There are no claims, causes of action or other
litigation or proceedings pending or, to the best of Owner's
knowledge, threatened in respect to the ownership of the
Production Royalty, the Mining Claims or the Mineral Lease
Agreement, or any part thereof (including disputes with
mortgagees, beneficiaries or trustees under a deed of trust, or
governmental authorities); and (f) Material Changes. There are
no facts or circumstances not disclosed to Purchaser of which
Owner has knowledge and which have or could have a material
adverse effect upon the Production Royalty, the Mining Claims or
Mineral Lease Agreement. Owner agrees to notify Purchaser
immediately of such facts or circumstances if it becomes aware of
the same.
7.02 Indemnity by Owner. Owner hereby agrees to indemnify,
defend and hold Purchaser harmless from and against any and all
loss, damage, liability and expense (including reasonable
attorney's fees and other litigation expenses) Purchaser may
suffer, sustain or incur as a result of any misrepresentation, or
breach of warranty or agreement, made by Owner under or in
respect to this Agreement or any document or instrument executed
or to be executed by or on behalf of Owner pursuant to this
Agreement or in furtherance of the transaction contemplated
hereby.
7.03 Owner's Covenant. Owner shall notify Purchaser promptly if
Owner becomes aware of any transaction or occurrence prior to the
Closing Date which would make any of the representations or
warranties of Owner contained in Section 7.01 untrue in any
material respect.
ARTICLE VIII
------------
REPRESENTATIONS AND WARRANTIES OF AND INDEMNITY BY PURCHASER
------------------------------------------------------------
8.01 Representations and Warranties of Purchaser. To induce
Owner to execute, deliver and perform this Agreement, Purchaser
hereby represents and warrants to Owner on and as of the
Effective Date and on and as of the Closing Date as follows:(a)
Accuracy of Representations and Warranties. All representations
and warranties of Purchaser appearing in the other Articles and
Sections of this Agreement are true and correct. (b)
Authorization. Purchaser has full capacity, right, power, and
authority to execute, deliver and perform this Agreement and all
documents to be executed by Purchaser pursuant hereto, and all
required actions and approvals therefor have been duly taken and
obtained. The individuals signing this Agreement and all other
documents executed or to be executed pursuant hereto on behalf of
Purchaser are and shall be duly authorized to sign the same on
Purchaser's behalf and to bind Purchaser thereto. This Agreement
and all documents to be executed pursuant hereto by Purchaser are
and shall be binding upon and enforceable against Purchaser in
accordance with their respective terms. (c) With regard to the
Mining Claims, Purchaser has conducted reconnaissance,
exploration and testing (specifically including deep drilling
within the existing pit limits), the results of which are set
forth in the depictions attached to this Agreement as Exhibit D
and which depictions have also been delivered to Owner. As a
result of the activities described in the depictions, Purchaser
has concluded that the Mining Claims contain, as of the Effective
Date of this Agreement, approximately 626,600 tons of ore
containing 4,800 ounces of recoverable gold ("Recoverable
Ounces"). At a gold price of U.S. $320 per ounce, the Purchase
Price to be paid to Owner under this Agreement in the amount of
U.S. $150,000 is approximately three times the amount of the
Production Royalty that, based upon the information currently
available to Rand, would have been paid to Owner pursuant to the
terms and conditions of the Mineral Lease Agreement.
8.02 Indemnification by Purchaser. Purchaser hereby agrees to
indemnify, defend, and hold Owner harmless from and against any
and all claims, demands, and liabilities (including without
limitation all environmental liabilities) arising from the
exploration, development, mining, processing, and reclamation
activities conducted by Purchaser and its predecessors-in-
interest on the Mining Claims. This covenant to defend,
indemnify, and hold Owner harmless shall survive the transfers of
title and termination of this Agreement. In addition, Glamis
Gold, Inc., a Nevada corporation hereby agrees to indemnify,
defend and hold Owner harmless from and against any and all
environmental claims, demands, and liabilities arising from the
exploration, development, mining, processing, and reclamation
activities conducted by Purchaser and its predecessors-in-
interest of the Mining Claims in the even that Purchaser defaults
on the environmental aspect of its above indemnity of Owner.
ARTICLE IX
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CONDITIONS PRECEDENT AND TERMINATION
------------------------------------
9.01 Conditions Precedent. The obligation of Purchaser to close
the transaction contemplated hereby is, at Purchaser's option,
subject to Purchaser's satisfying or waiving each of the
following within the respective periods set forth below: (a)
Prior to November 14, 1997, verifying that the Production Royalty
is free and clear of liens and encumbrances.
9.02 Purchaser's Remedies in Event of Failure of Conditions. The
obligation of Purchaser to close the transaction contemplated
hereby is, at Purchaser's option, further subject to all
representations and warranties of Owner contained in this
Agreement being true and correct on and as of each of the
Effective Date and the Closing Date and all obligations of Owner
to have been performed on or before the Closing Date having been
timely and duly performed. Upon failure of any condition
precedent as set forth in this Section 9.02 Purchaser may, by
notice to Owner, elect at any time thereafter either to terminate
this Agreement, without waiver or release of any of its remedies
for default, or to seek specific performance of this Agreement.
9.03 Owner's Remedies in Event of Failure of Conditions. The
obligation of Owner to close the transaction contemplated hereby
is, at Owner's option, subject to all obligations of Purchaser
which were to have been performed on or before the Closing Date
having been timely and duly performed. If any condition
precedent to closing of Owner as set forth in this Section 9.03
has not been fulfilled and satisfied on or before the Closing
Date, Owner may, by notice to Purchaser, elect at any time
thereafter to terminate this Agreement, provided that Owner is
not itself in default.
ARTICLE X
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BROKERAGE
---------
10.01 Brokerage. Owner hereby represents and warrants to
Purchaser that Owner has not dealt with any broker or finder with
respect to the transaction contemplated hereby and Owner hereby
agrees to indemnify Purchaser for any claim for brokerage
commission or finder's fee asserted by any person, firm or
corporation claiming to have been engaged by Owner. Purchaser
hereby represents and warrants to Owner the Purchaser has not
dealt with any broker or finder with respect to the transaction
contemplated hereby and Purchaser hereby agrees to indemnify
Owner for any claim for brokerage commission or finder's fee
asserted by any person, firm or corporation claiming to have been
engaged by Purchaser.
ARTICLE XI
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CLOSING
-------
11.01 Closing. the transaction contemplated hereby shall close
at 9:00 A.M. on the Closing Date at the offices of the Purchaser,
or on such other date, time and place as the parties may mutually
agree.
11.02 Owner's Deposits. On the Closing Date, Owner shall deliver
to Purchaser and in exchange for the payment to Owner of the
Purchase Price (plus or minus prorations) the following
documents: (a) A grant, bargain and sale deed conveying the
Production Royalty in the form attached hereto as Exhibit B; (b)
a quitclaim deed conveying any interest of Owner in the Mining
Claims and Mineral Lease Agreement in the form attached hereto as
Exhibit C; (c) The documentation required under Article XVI
below; and (d) such other documents, instruments, certifications
and confirmations as may be reasonably required and designated by
Purchaser to fully effect and consummate the transactions
contemplated hereby.
11.03 Approval of Closing Documents. All closing documents to be
furnished by Owner or Purchaser pursuant hereto shall be in form,
execution and substance reasonably satisfactory to both Purchaser
and Owner.
11.04 Purchaser's Deposits. On the Closing Date, Purchaser shall
deliver the following to Owner and in exchange for Owner's
deliveries as aforesaid the following: (a) The Purchase Price as
provided in Section 3.01.
11.05 Joint Deposits. If required, Owner and Purchaser shall
jointly execute State of California and ▇▇▇▇ County transfer
transaction tax declaration(s), the cost of which shall be paid
pursuant to Section 5.02 herein.
11.06 Concurrent Transactions. All documents or other deliveries
required to be made by Purchaser or Owner at closing shall be
deemed to have been delivered and to have been consummated
simultaneously with all other transaction and all other
deliveries, and no delivery shall be deemed to have been
consummated until all deliveries required by Purchaser or its
designee and Owner shall have been made, and all concurrent and
other transactions shall have been consummated.
ARTICLE XII
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NOTICES
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12.01 Notices. Any notice, request, demand, instruction or other
document to be given or served hereunder or under any document or
instrument executed pursuant hereto shall be in writing and shall
be delivered personally with a receipt requested therefor or by
cable or telex or sent by a recognized overnight courier service
or by United States registered or certified mail, return receipt
requested, postage prepaid and addressed to the parties at their
respective addresses set forth below, and the same shall be
effective (a) upon receipt or refusal if delivered personally or
by cable or telex; (b) one (1) business day after depositing with
such an overnight courier service or (c) two (2) business days
after deposit in the mail if mailed. A party may change its
address for receipt of notices by service of a notice of such
change in accordance herewith. All notices by cable or telex
shall be subsequently confirmed by U.S. certified or registered
mail.
If to Purchaser: Glamis Rand Mining Company
▇.▇. ▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to: Glamis Gold, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to Owner: Intermountain Resources, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
ARTICLE XIII
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ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS
----------------------------------------
13.01 Entire Agreement, Amendments and Waivers. This Agreement
contains the entire agreement and understanding of the parties
with respect to the subject matter hereof, and the same may not
be amended, modified or discharged nor may any of its terms be
waived except by an instrument in writing signed by the party to
be bound thereby.
ARTICLE XIV
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SURVIVAL AND BENEFIT
--------------------
14.01 Survival and Benefit. All representations, warranties,
agreements, indemnifications and obligations of the parties
shall, notwithstanding any investigation made by any party
hereto, survive the closing and the same shall inure to the
benefit of and be binding upon the respective successors and
assigns of the parties.
ARTICLE XV
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THIRD PARTIES; ASSIGNMENT
-------------------------
15.01 No Third Party Benefits and Assignment. This Agreement is
for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns, and no third party is
intended to or shall have any rights hereunder. Owner has no
right to assign it rights or to delegate its duties hereunder.
ARTICLE XVI
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STATE AND FEDERAL INCOME TAXES
------------------------------
16.01 Disclosure to Internal Revenue Service. Each of Owner and
Purchaser agree to cooperate fully with the other in completing
or filing any disclosure documents or in otherwise satisfying any
disclosure requirements of the Internal Revenue Code of 1986.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by Owner and Purchaser on the respective dates set
forth beneath each of their signatures.
GLAMIS RAND MINING COMPANY: INTERMOUNTAIN RESOURCES, INC.
/s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/▇. ▇. ▇▇▇▇▇▇
-------------------------- ----------------------------
Chief Operating Officer President
Dated: 18 Nov 1997 Dated: November 18, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇.:
/s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Chief Operating Officer
Dated: 18 Nov 1997