OPTION TO PURCHASE PROSPECTING LICENSE, PMLS AND MINE ESTABLISHMENT AGREEMENT
Exhibit
10.1
OPTION TO
PURCHASE PROSPECTING LICENSE, PMLS
AND MINE
ESTABLISHMENT AGREEMENT
THIS
AGREEMENT made as of April 2, 2009;
BETWEEN:
GEO CAN RESOURCES
COMPANY LIMITED, a company incorporated under the laws of Tanzania with a
mailing address ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (Facsimile:
▇-▇▇▇-▇▇▇-▇▇▇▇);
(“Geo Can”)
AND:
LAKE VICTORIA MINING
COMPANY, INC., a company incorporated under the laws of the State of
Nevada with an office address at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Facsimile: 303-526-5889);
(“LVCA”)
WHEREAS:
A. Geo
Can is the registered and beneficial owner of the Prospecting License and
Primary Mining Licenses or Claims (as such term is defined below) and has
assigned ownership of the PMLs to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Magoma, a director of Geo Can,
which are all located in the United Republic of Tanzania and described in
Schedule A; and
B. Geo
Can has agreed to grant to LVCA an option to acquire an eighty percent (80%)
interest (the “Option”) in and to the Property (as such term is defined below)
by, inter alia, planning and establishing a high grade small scale producing
commercial mine on the Property and making certain payments to Geo Can and/or
issuing shares of LVCA to the Geo Can or an Assignee of Geo Can;
TERMS
OF AGREEMENT
IN
CONSIDERATION of the mutual agreements herein contained and of other good
and valuable consideration (the receipt and sufficiency of which are
acknowledged by each party), the parties agree with one another as
follows:
1. Definitions
and Interpretation
1.1. Definitions: Whenever
used in this Agreement, the following words and terms will have the respective
meanings ascribed to them below:
“Agreement”
means this agreement, including the recitals and the Schedules all as amended,
supplemented or restated from time to time.
“Annual
License Fees” means the annual fees paid to keep the Claims comprising the
Property in good standing as set out in Schedule “A”, including any subsequent
increase by the Republic of Tanzania;
“Business
Day” means a day other than a Saturday, Sunday or statutory holiday in
Nevada.
“Claims”
means all the mineral licenses described in Schedule A hereto, and all the
license(s) set out in Schedule A are referred to in this agreement as “Property”
whether they be plural or singular;
“Closing
Date” means the date on which is the first Business Day after the date that the
Board of Directors issues its written acceptance of this Agreement and the
transaction contemplated thereby;
“Commercial
Production” means, with respect to the Property and is deemed to have been
achieved, when the concentrator processing ores from the Property for other than
testing purposes has operated for 30 days in any 40 consecutive day period at
not less than 50% of design capacity or, in the event a concentrator is not
erected on the Property, when ores from the Property have been produced for a
period of 40 consecutive production days at not less than 50% of the mining rate
specified in a feasibility study recommending placing the Property into
production for commercial purposes.
“Effective
Date” means the fifth business day next following the Closing Date;
“Exchange”
means the OTC:BB Nasdaq Exchange.
“Exploration
Expenses” means costs and expenses of whatsoever kind or nature, including those
of a capital nature, incurred or chargeable with respect to the exploration and
development of the Property and the maintenance of the Property in good
standing.
“Feasibility
Study” means a detailed study or report showing that the placing the Property or
part thereof into Commercial Production is feasible and including at
least:
|
|
i.
|
a
description of that part of the Property to be covered by the proposed
mine,
|
|
|
ii.
|
the
estimated recoverable reserves of minerals and the estimated composition
and content thereof,
|
|
|
iii.
|
the
proposed procedure for development, mining and
production,
|
|
|
iv.
|
the
results of ore amenability tests (if
any),
|
|
|
v.
|
the
nature and extent of the facilities proposed to be acquired, including a
preliminary design for the mill facilities if the size, extent and
location of the ore body makes such mill facilities
feasible,
|
|
|
vi.
|
the
total costs, including capital budget, reasonably required to purchase,
construct and install all structures, machinery and equipment required for
the proposed mine and a schedule indicating the times at which such moneys
will be required, including in particular the operating capital
requirements for the first four months of
operation,
|
|
|
vii.
|
all
environmental impact studies and the costs
thereof,
|
|
|
viii.
|
the
period in which it is proposed the Property will be brought into
Commercial Production, and
|
|
|
ix.
|
such
other data and information as are reasonably necessary to substantiate the
existence of an ore deposit of sufficient size and grade to justify
development of a mine, taking into account all relevant business, tax and
other considerations;
|
“Government
or Regulatory Authority” means any federal, state, regional, municipal or other
government, governmental department, regulatory authority, commission, board,
bureau, agency or instrumentality that has lawful authority to regulate or
administer or govern the business or property or affairs of any person, and for
the purposes of this Agreement also includes any corporation or other entity
owned or controlled by any of the foregoing and any stock exchange on which
shares of a Party are listed for trading.
“In-kind”
means paid or given in gold in place of money and converted at the equivalent
amount to the other.
“Mining
Operations” means every kind of work done by LVCA on or in respect of the
Property or the products derived there from and includes, without limiting the
generality of the foregoing, work of assessment, geophysical, geochemical and
geological surveys, studies and mapping, assaying and metallurgical testing,
investigating, drilling, designing, examining, equipping, improving, surveying,
shaft-sinking, raising, crosscutting and drifting, searching for, digging,
trucking, sampling, working and procuring minerals, ores and concentrates,
bringing any mining claims to lease, reclamation and in doing all work usually
considered to be prospecting, exploration, development and mining work; in
paying wages and salaries of persons engaged in such work and in supplying food,
lodging, transportation and other reasonable needs of such persons; in paying
insurance premiums and assessments or premiums for workers’ compensation
insurance, contributions for unemployment insurance or other pay allowances or
benefits customarily paid in the district to such persons; in paying rentals,
license renewal fees, taxes and other governmental charges required to keep the
Property in good standing; in purchasing or renting plant, buildings, machinery,
tools, appliances, equipment or supplies and in installing, erecting, detaching
and removing the same or any of them; and in the management of any work which
may be done on the Property for the due carrying out of such prospecting,
exploration, development and mining work.
“Option”
has the meaning set out in Section 3.1 of this Agreement.
“Option
Period” has the meaning set out in Section 3.2 of this Agreement.
“Parties”
means the parties to this Agreement and their respective successors and
permitted assigns which become parties pursuant to this Agreement and “Party”
means any one of the Parties.
“Permitted
Encumbrance” means
|
|
(a)
|
easements,
rights of way, servitudes or other similar rights in land including,
without limiting the generality of the foregoing, rights of way and
servitudes for railways, sewers, drains, gas and oil pipelines, gas and
water mains, electrical light, power, telephone, telegraph or cable
television conduits, poles, wires and
cables;
|
|
|
(b)
|
the
right reserved to or vested in any government or other public authority by
the terms of any or by any statutory provision, to terminate, revoke or
forfeit any of the lease or mining claims or to require annual or other
periodic payments as a condition of the continuance
thereof;
|
|
|
(c)
|
rights
reserved to or vested in any municipality or governmental, statutory or
public authority to control or regulate any of the Property in any manner,
and all applicable laws, rules and orders of any governmental authority;
and
|
|
|
(d)
|
the
reservations, limitations, provisos and conditions in any original grants
from the Crown, or other governmental entity of the Republic of Tanzania
on the Property or interests therein and statutory exceptions to
title.
|
“Shares”
means common shares in the capital of LVCA as constituted on the date of this
Agreement.
1.2. Headings. The
division of this Agreement into paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement. The terms “this Agreement”, “hereof”,
“hereunder” and similar expressions refer to this Agreement and not to any
particular article, paragraph or other portion hereof and include any agreement
supplemental hereto. Unless something in the subject matter or
context is inconsistent therewith, references herein to articles and paragraphs
are to articles and paragraphs of this Agreement.
1.3. Legislation. Any
reference to a provision in any legislation is a reference to that provision as
now enacted, and as amended, re-enacted or replaced from time to time, and in
the event of such amendment, re-enactment or replacement any reference to that
provision shall be read as referring to such amended, re-enacted or replaced
provision.
1.4. Extended
Meanings. In this Agreement words importing the singular
number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine and
neuter
genders
and vice
versa and words importing persons shall include individuals,
partnerships, associations, trusts, unincorporated organizations and
corporations.
1.5. Currency. All
references to currency herein are to lawful money of the United States of
America.
1.6. Schedules. The
following are the Schedules annexed hereto and incorporated by reference and
deemed to be part hereof:
Schedule A: Description of Property and
Fees
Schedule B: Board of Directors Resolution Accepting the
Option Agreement
Schedule C: Payment Details
2. Representations
and Warranties
2.1. Representations and
Warranties of Geo Can. Geo Can represents and warrants to LVCA
that:
|
|
(a)
|
Geo
Can is a corporation duly incorporated, organized and subsisting under the
laws of Tanzania, East Africa with the corporate power to own its assets
and to carry on its business;
|
|
|
(b)
|
Geo
Can has good and sufficient power, authority and right to enter into and
deliver this Agreement and, to the best of its knowledge, to option and
transfer legal and beneficial interest in the Property all or in part to
LVCA free and clear of all liens, charges, encumbrances and other rights
of others other than the Permitted
Encumbrances;
|
|
|
(c)
|
other
than the Agreement, there is no contract, option or any other right of
another binding upon or which at any time in the future may become binding
upon Geo Can to option, sell, transfer, assign, pledge, charge, mortgage,
explore or in any other way option, dispose of or encumber all or part of
the Property or any portion thereof or interest therein other than
pursuant to the provisions of this
Agreement;
|
|
|
(d)
|
neither
the entering into nor the delivery of this Agreement nor the completion of
the transactions contemplated hereby by Geo Can will result in the
violation of any agreement or other instrument to which Geo Can is a party
or by which Geo Can is bound, or any applicable law, rule or
regulation;
|
|
|
(e)
|
Geo
Can is not a party to or bound by any contract or commitment to pay any
royalty, fee or land payment with respect to the Property or any portion
thereof or interest therein;
|
|
|
(f)
|
LVCA
has the option to purchase 80% of the right, title and interest in and to
the Property and there is no adverse claim or challenge against or to the
ownership of or title to the Property or any portion thereof or interest
therein nor is there any basis for any such claim or challenge;
and
|
(j) Geo
Can is a non-resident for the purposes of U.S. Income Tax
(USA).
2.2. Representations and
Warranties of LVCA. LVCA represents and warrants to Geo Can
that:
|
|
(a)
|
LVCA
is a corporation duly incorporated, organized and subsisting under the
laws of the State of Nevada, U.S.A. with the corporate power to own its
assets and to carry on its business in the jurisdiction in which the
Property are located;
|
|
|
(b)
|
LVCA
has all necessary power and authority to enter into this Agreement and any
agreement or instrument referred to in or contemplated by this Agreement
and to do all such acts and things as are required to be done, observed or
performed by it, in accordance with the terms of this Agreement and any
agreement or instrument referred to in or contemplated by this
Agreement;
|
|
|
(c)
|
neither
the entering into nor the delivery of this Agreement nor the completion of
the transactions contemplated hereby by LVCA will result in the violation
of any agreement or other instrument to which LVCA is a party or by which
LVCA is bound, or any applicable law, rule or
regulation;
|
|
|
(d)
|
LVCA
is a “reporting company”, as such term is defined according to the U.S.
Securities and Exchange Commission (SEC), in the State of Nevada and is
not in default of filing financial statements required by such applicable
securities legislation or paying prescribed fees and charges related
thereto;
|
|
|
(e)
|
the
Shares to be issued and delivered to Geo Can hereunder have been validly
created and authorized for issuance and when so issued and delivered shall
be duly and validly issued as fully paid and non-assessable Shares;
and
|
|
|
(f)
|
LVCA
is a resident for purposes of the U.S.
Income
Tax (U.S.A.).
|
2.3. Acknowledgement and
Covenant of LVCA. LVCA acknowledges and agrees that the Option
granted to LVCA in the Property is granted by Geo Can of a portion of its rights
and LVCA covenants to perform the obligations of Geo Can to the same extent as
if LVCA held the title directly with the Ministry of Energy and Minerals of
Tanzania.
2.4. Representations
about Title. Geo Can represents or warrants that the title is
valid and that the ownership or state of title to the Property is held by Geo
Can or its’ subsidiaries. In addition, Geo Can represents or warrants that there
are no charges, liens or encumbrances on the Property.
2.5. Verification of
Title. LVCA covenants to Geo Can that it will undertake all
necessary actions, at its sole cost and expense, to verify the ownership of the
Property, including obtaining all necessary searches, investigations, opinions
or reports that any prudent exploration company would reasonably obtain to
verify the ownership and title to property located in the Republic of
Tanzania.
2.6. Reliance and
Survival. The representations, warranties, acknowledgements
and covenants set out in this Section 2 have been relied on by the Parties in
entering into this Agreement. All representations and warranties made
herein will survive the delivery of this Agreement to the Parties and the
completion of the transactions contemplated hereby and, notwithstanding such
completion, will continue in full force and effect for the benefit of Geo Can or
LVCA, as the case may be, for a period of eighteen (18) months from the
exercise, lapse or termination of the Option.
3. Grant
of Option
3.1. Geo
Can hereby grants to LVCA (or such wholly-owned subsidiary of the LVCA as LVCA
may request) an option to acquire an undivided eighty percent (80%) interest
(the “Option”) in and to the Property and, as consideration therefor and subject
to Board acceptance in respect of the Option and this Agreement, LVCA hereby
agrees to prioritize reimbursements of Geo Can expenditures totalling
USD$1,000,000 and for the annual fees and registration fees incurred by Geo Can
to register, transfer and maintain the Claims in the amount of USD$6672.14 (to
be paid on the Closing Date) and to:
(a) pay
USD$100,000 to Geo Can as follows:
(i) USD$50,000
on the Closing Date; less any deposit advanced
(ii) USD$50,000
on or before 180 days of the Closing Date;
and
(b) allot
and issue to the Geo Can a total of 4,000,000 Shares, as fully paid and
non-assessable, as follows:
(i) 2,000,000
Shares within seven (7) days of the Closing Date;
(ii) 2,000,000
Shares on or before the one year anniversary of the Closing Date;
and
(c) incur
Mining Operations, Establishing, Planning and Production Facility Expenses to
establish a minimum of 100 ton per day commercial producing mine aggregating at
least USD$1,500,000 not later than fifteen months or 458 days of the Closing
Date, as follows:
(i) USD$600,000
within 180 days of the Closing Date;
(ii) an
additional USD$900,000 on or before the first year anniversary of the Closing
Date;
(d) reimbursement
of Geo Can expenditures totalling USD$1,000,000 at a priority by Geo Can
receiving 33.33% of net production until their total expenditures have be
recouped. Geo Can reserves the right to accept this payment
“in-kind”.
3.2. Working
Right. Geo Can hereby further grants to LVCA the exclusive
working right during the period from the Closing Date but prior to the exercise,
lapse or termination of the Option (the “Option Period”) to enter upon the
Property, to conduct Mining Operations on the Property and to have quiet
possession thereof. LVCA shall conduct all Mining Operations in
compliance with all applicable statutes, regulations, by-laws, orders and
judgments and all applicable directives, rules, consents, permits, orders
guidelines and policies of any Government or Regulatory Authority with
jurisdiction over the Property.
3.4. Option
Only. Nothing contained in this Agreement, nor any payment
made, Mining Operations conducted or expenditure incurred by LVCA on or in
connection with the Property or part of them, nor the doing of any act or thing
by LVCA under the terms of this Agreement shall obligate LVCA to do anything
else under this Agreement other than to make payment and incur expenditures to
the extent that it may have expressly undertaken to do so pursuant to the terms
of this Agreement, the obligations of LVCA hereunder being simply those of an
option holder.
4. Expenditures,
Payments and Share Issuances to Maintain Option
4.1. Statement of
Required
Expenditures:
LVCA
shall provide a statement of account to Geo Can within 30 days of the end of the
applicable anniversary period set out above, which confirms and details the
expenditures made in the applicable anniversary period, certified by a senior
officer of LVCA.
4.2. Lapse or Surrender
of Option. Subject to Paragraph 7.3, LVCA may let the
working right and the Option lapse by failing to make any of the payments, issue
any of the securities, or incur any of the expenditures referred to in
Paragraphs 3.1(a), (b), (c) and (d) on or before the dates specified
therein.
5. Obligations
during Option Period
5.1. Covenants of
LVCA. During the Option Period, LVCA covenants and agrees with Geo Can
to:
|
|
(a)
|
conduct
all Mining Work in a careful and miner-like manner and in compliance with
all applicable statutes, regulations, by-laws, orders and judgments and
all applicable directives, rules, consents, permits, orders, guidelines
and policies of any Government or Regulatory Authority with jurisdiction
over the Property; and
|
|
|
(b)
|
keep
the Property in good standing by doing quarterly reports and filing, or
payment in lieu thereof, all necessary assessment work and maps and
payment of all annual fees, taxes or assessments required to be paid and
by doing all other acts and things and making all other payments required
to be made which may be necessary in that regard. LVCA must
forward funds to Geo Can a minimum of 30 business days before the due date
of each fee if LVCA desires Geo Can to complete any annual payments or
fees to maintain the Property in good standing. LVCA must submit to Geo
Can all exploration work performed per property a minimum of 45 business
days before each quarterly due
|
date,
along with payment to Geo Can, for Geo Can to prepare and submit in a timely
fashion the quarterly reports for each property.
5.2. Abandonment. LVCA
may at any time, during the currency of the Option, abandon any one or more of
the claims which comprise the Property. LVCA shall give Geo Can
thirty (30) days notice in writing of any abandonment. If Geo Can so
requests, LVCA will retransfer such Claims as are to be abandoned to Geo Can at
the sole cost of LVCA, which Claims shall be in good standing for a period of at
least 180 days from the initial notice of abandonment.
5.3. No
Encumbrances. During the Option Period, neither LVCA and Geo
Can shall pledge, mortgage or charge or otherwise encumber their beneficial
interest in the property or their rights under this Agreement.
6. Exercise
of Option Granted in the Property
6.1. Exercise of
Option. If, on or before the first anniversary of the Closing
Date, LVCA has issued the Shares and made the payments referred to in Paragraph
3.1 (a) and completed the mine expenditures and established commercial
production, payments and share issuances set out in paragraph 3.1 (b), (c) and
(d), then LVCA may exercise the Option by giving written notice to Geo Can,
together with a statement of account certified by a senior officer of LVCA
confirming such expenditures and confirming that commercial mining is
established and processing has achieved a minimum of 100 tons per
day. In such event LVCA shall become the owner of 80% of the right,
title and interest of Geo Can in and to the Property.
7. Termination
7.1. Termination for
Cause. Subject to Paragraph 7.3, Geo Can may terminate this
Agreement and the Option and working right herein shall lapse if:
|
|
(a)
|
LVCA
is in default of any term or condition of this
Agreement;
|
|
|
(b)
|
Geo
Can gives LVCA written notice specifying the particulars of the default;
and
|
|
|
(c)
|
upon
expiration of 30 days from the date of receipt by LVCA of such notice,
LVCA has failed to cure the default or, if such default cannot reasonably
be cured within such 30 day period, has failed to make commercially
reasonable efforts to implement a cure for such
default.
|
7.2. Surrender of
Rights. Subject to ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇ may give Geo Can
written notice of its intention to surrender all of its rights hereunder and
upon expiration of 30 days from the date of receipt by Geo Can of such notice,
this Agreement shall terminate and working right and Option herein shall
lapse.
7.3. Obligations on
Termination. Notwithstanding any other provisions of this
Agreement, in the event of lapse, termination or surrender of the Option and/or
this Agreement, as the case may be, LVCA shall:
|
|
(a)
|
ensure
that the Property are in good standing for a period of at least 12 months
from the lapse, termination or surrender of the Options and/or this
Agreement, as the case may be, and upon request of Geo Can, retransfer the
Property to Geo Can in the name of Geo
Can;
|
|
|
(b)
|
deliver
to Geo Can any and all reports, maps, assessment reports and maps,
samples, assay results, drill cores and engineering data of any kind
whatsoever pertaining to the Property or related to Mining Work which have
not been previously delivered to Geo Can;
and
|
|
|
(c)
|
upon
notice from Geo Can, remove all materials supplies and equipment from the
Property; provided however, that Geo Can may retain ore and, at the cost
of LVCA, dispose of any such materials, supplies or equipment not removed
from the Property within 90 days of receipt of such notice by
LVCA.
|
7.4. Provisions which
Operate Following Termination. Notwithstanding any termination
of this Agreement for any reason whatsoever and with or without cause, the
provisions of Sections 2.6 and 7.3 and any other provisions of this Agreement
necessary to give efficacy thereto shall continue in full force and effect
following any such termination.
8. Formation
of Joint Venture
8.1. On
the date of exercise of any Option Geo Can and LVCA will, without any further
act or formality, associate themselves and will be deemed for all purposes to
have associated themselves, by way of Joint Venture on substantially the terms
and conditions contained in the Joint Venture Agreement. Geo Can and
LVCA hereby agree to negotiate, within one year from the date of execution of
this Agreement, the precise terms and conditions of a Joint Venture Agreement in
good faith.
8.2. LVCA
will assume the cost of all exploration, development and related expenditures
carried out on the Property and by the Joint Venture until the commencement of
Commercial Production.
8.3. Relationship
of Parties to Joint Venture: If a
Joint Venture is constituted pursuant to this Agreement, the relationship of Geo
Can and LVCA will, from and after the date of constitution of such Joint
Venture, be that of co-venturers and will, subject to express provisions of this
Agreement, be governed by the terms and conditions of the Joint Venture
Agreement.
9. Transfer
of Interest/Rights of First Refusal
9.1. Subject
to first obtaining the written approval of Geo Can, which approval will not be
unreasonably withheld, LVCA may at any time during the Option Period and prior
to formation of a Joint Venture, sell, transfer or otherwise dispose of all or
any portion of its right, title or interest in and
to the
Property or under this Agreement; provided that any purchaser, grantee or
transferee of any such interest will have first delivered to Geo Can its
agreement related to this Agreement and to the Property,
containing:
|
|
a.
|
a
covenant by such transferee to perform all the obligations of LVCA to be
performed under this Agreement in respect of the interest to be acquired
by it from LVCA to the same extent as if this Agreement had been
originally executed by LVCA and such transferee as joint and several
obligors making joint and several covenants;
and
|
|
|
b.
|
a
provision subjecting any further sale, transfer or other disposition of
such interest in the Property or this Agreement to the restrictions
contained in this section.
|
9.2. No
assignment by LVCA of any interest less than its entire interest in this
Agreement will, as between LVCA and Geo Can, discharge it from any of its
obligations hereunder, but upon the transfer by LVCA of the entire interest at
the time held by it in this Agreement (whether to one or more transferees and
whether in one or in a number of successive transfers), LVCA will be deemed to
be discharged from all obligations hereunder save and except for the fulfillment
of contractual commitments having accrued due prior to the date on which LVCA
will have no further interest in this Agreement.
9.3. If
Geo Can or LVCA (the “Vendor”)
should at any time before or after exercise of the Option receive a bona fide
offer from an independent third party (the “Proposed
Purchaser”) dealing at arm’s length with the Vendor to purchase all or
substantially all of its interest in and to the Property, which offer the Vendor
desires to accept, or if the Vendor intends to sell all or substantially all of
its interest in and to the Property, the Vendor will first make an offer (the
“Offer”) of
such interest in writing to the other party (the “Offeree”)
upon terms no less favourable than those offered by the Proposed Purchaser or
intended to be offered by the Vendor, as the case may be.
9.4. Each
Offer will specify the price and terms and conditions of such sale, the name of
the Proposed Purchaser (which term will, in the case of an intended offer by the
Vendor, mean the person or persons to whom the Vendor intends to offer its
interest) and, if the offer received by the Vendor from the Proposed Purchaser
provides for any consideration payable to the Vendor or otherwise than in cash,
the Offer will include the Vendor’s good faith estimate of the cash equivalent
of the non-cash consideration.
9.5. If
within a period of sixty (60) days of the receipt of the Offer the Offeree
notifies the Vendor in writing that it will accept the same, the Vendor will be
bound to sell such interest to the Offeree (subject as hereinafter provided with
respect to price) on the terms and conditions of the Offer.
9.6. If
the Offer so accepted by the Offeree contains the Vendor’s good faith estimate
of the cash equivalent consideration as aforesaid, and if the Offeree disagrees
with the Vendor’s best estimate, the Offeree will so notify the Vendor at the
time of acceptance and the Offeree will, in such notice, specify what it
considers, in good faith, the fair cash equivalent to be and the resulting total
purchase price.
9.7. If
the Offeree so notifies the Vendor, the acceptance by the Offeree will be
effective and binding upon the Vendor and the Offeree and the cash equivalent of
any such non-cash consideration will be determined by binding arbitration under
the Commercial Arbitration Act of the State of Nevada and will be payable by the
Offeree, subject to prepayment as hereinafter provided, within sixty (60) days
following its determination by arbitration; and the Offeree will in such case
pay to the Vendor, against receipt of an absolute transfer of clear and
unencumbered title to the interest of the Vendor being sold, the total purchase
price which is specified in its notice to the Vendor and such amount will be
credited to the amount determined following arbitration of the cash equivalent
of any non-cash consideration.
9.8. If
the cash equivalent of any such non-cash consideration must be determined by
binding arbitration under the Commercial Arbitration Act:
|
|
a.
|
the
arbitrator will in each instance fix a time and place in the State of
Nevada for the purpose of hearing the evidence and representations of the
parties, and he will preside over the arbitration and determine all
questions of procedure not provided for under the Commercial Arbitration
Act;
|
|
|
b.
|
after
hearing any evidence and representations that the parties may submit, the
arbitrator will make an award and reduce the same to writing, and deliver
one copy thereof to each of the parties;
and
|
c. the
award of the arbitrator will in each instance be final and binding upon both
parties;
|
|
d.
|
the
expense of the arbitration (including actual legal and other costs of the
parties) will be paid as specified in the
award.
|
9.9. If
the Offeree fails to notify the Vendor before the expiration of the time limited
therefor that it will purchase the interest offered, the Vendor may sell and
transfer such interest to the Proposed Purchaser at the price and on the terms
and conditions specified in the Offer for a period of sixty (60) days, provided
that the terms of this paragraph will again apply to such interest if the sale
to the Proposed Purchaser is not completed within the said sixty (60)
days.
9.10. Any
sale hereunder will be conditional upon the Proposed Purchaser delivering a
written undertaking to the Offeree, in form and substance satisfactory to its
counsel, to be bound by the terms and conditions of this Agreement and the Joint
Venture Agreement.
10. Impossibility
of Performance
10.1. Impossibility of
Performance. Notwithstanding any term in this Agreement, if a
Party is at any time delayed from carrying out any action under this Agreement
due to circumstances beyond the reasonable control of such Party, acting
diligently, the period of any such delay shall be excluded in computing, and
shall extend the time within which such Party may exercise its rights and/or
perform its obligations under this Agreement. A Party relying on this
Section 10 shall promptly deliver to the other Party notice of the event giving
rise to the application of this paragraph and a second notice stating the date
on which the application of this Section 10 ceased.
11. Notices
and Payments
11.1. Notice. Any
demand, notice or other communication (a “Communication”) to be made or given in
connection with this Agreement shall be made or given in writing and may be made
or given by personal delivery, registered mail or facsimile addressed to the
recipient at the addresses or facsimile numbers of the parties provided on the
first page of this Agreement or such other address or individual as may be
designated by notice by either party to the other. Any Communication
made or given by personal delivery shall be conclusively deemed to have been
given on the day of actual delivery thereof, if made or given by registered
mail, on the 4th day, other than a day which is not a Business Day, following
the deposit thereof in the mail, and if made or given by facsimile, on the day,
other than a day which is not a Business Day, following the day it was confirmed
as received. If the party giving any Communication knows or ought
reasonably to know of any difficulties with the postal system which might affect
the delivery of the mail, any such Communication shall not be mailed but shall
be made or given by personal delivery.
11.2. Payments. Payments
hereunder shall be made in lawful money of United States of America, unless
otherwise indicated, and shall be addressed to the recipient at the addresses of
the recipient parties provided on the first page of this Agreement or such other
address or individual as may be designated by notice by the recipient party in
accordance with Paragraph 11.1. If any payment herein shall become
due on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day.
12. Regulatory
Approval
12.1. Exchange
Approval. This Agreement and the transactions contemplated
hereunder are subject to the filing with and acceptance by the Exchange and any
other regulatory authority having jurisdiction over the securities of
LVCA. If such acceptance by the Exchange is not obtained within 30
Business Days of the date of this Agreement, Geo Can may, at its option,
terminate this Agreement and the Option and working rights herein upon written
notice to LVCA. LVCA will use its best efforts to obtain, at its sole
cost and expense and as soon as possible upon the execution of this Agreement,
Exchange or any other approvals that may be required for this Agreement and the
transaction contemplated herein.
13. General
Provisions
13.1. Entire
Agreement. This Agreement, including all the Schedules hereto,
together with the agreements and other documents to be delivered pursuant
hereto, constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes any and all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties and there are no warranties, representations or other agreements among
the Parties in connection with the subject matter hereof except as specifically
set forth herein and therein.
13.2. Waiver. The
failure of a Party in any one or more instances to insist upon strict
performance of any of the terms of this Agreement or to exercise any right or
privilege arising under it shall not preclude it from requiring by reasonable
notice that any other party duly perform its obligations or preclude it from
exercising such a right or privilege under reasonable circumstances, nor shall
waiver
in any
one instance of a breach be construed as an amendment of this Agreement or
waiver of any later breach.
13.3. Assignment. Either
Party shall be permitted to assign this Agreement. Any assignment
shall be subject to the assignee entering into an agreement, in form and
substance satisfactory to counsel for the other Party, to be bound by this
Agreement. This Agreement shall enure to the benefit of and be
binding upon the Parties hereto and their respective successors and
assigns.
13.4. Further
Assurances. Each Party shall from time to time at the request
of the other Party and without further consideration, execute and deliver all
such other additional assignments, transfers, instruments, notices, releases and
other documents and shall do all such other acts and things as may be necessary
or desirable to assure more fully the consummation of the transactions
contemplated hereby.
13.5. Time. Time
shall be of the essence of this Agreement.
13.6. Amendment. This
Agreement may be amended or varied only by agreement in writing signed by each
of the Parties. Unless the context otherwise so requires, a reference
to this Agreement shall include a reference to this Agreement as amended or
varied from time to time.
13.7. Severability. If
any provision of this Agreement is determined to be invalid or unenforceable in
whole or in part, such invalidity or unenforceability shall attach only to such
provision or part thereof and the remaining part of such provision and all other
provisions hereof shall continue in full force and effect.
13.8. Governing Law and
Attornment. This Agreement shall be governed by and
interpreted in accordance with the laws of the state of Nevada and the federal
laws of United States of America applicable therein and the Parties hereby
irrevocably attorn to the jurisdiction of the Courts of the state of
Nevada. For the purpose of all legal proceedings, this Agreement
shall be deemed to have been performed in the state of Nevada and the courts of
the state of Nevada shall have exclusive jurisdiction to entertain any action
arising under this Agreement.
13.9. Counterparts. This
Agreement may be executed by facsimile and in as many counterparts as are
necessary and shall be binding on each Party when each Party has signed and
delivered one such counterpart. When a counterpart of this Agreement
has been executed by each Party, all counterparts together shall constitute one
agreement.
(The
balance of this page left blank on purpose.)
IN WITNESS
WHEREOF this Agreement has been duly executed by the respective parties
hereto effective as of the date first above written.
By:
▇▇▇▇▇
▇▇▇▇▇▇
Authorized Signatory
GEO
CAN RESOURCES COMPANY LIMITED
By:
Authorized Signatory
SCHEDULE
“A”
Description
of Property
To an
Agreement made as of April 2, 2009 between Geo Can Resources Company Limited and
Lake Victoria Mining Company, Inc.
PL
4653/2007
Annex
'A'
Tanzania
Subject
to Section 95 of the Mining Act, 1998 the License Area is at Kinyambwiga in
Musoma and Bunda Districts, QDS 23/1
defined by lines of latitude and longitude having the following corner
coordinates:
|
Corner
|
Latitude
(S)
|
Longitude
(E)
|
||
|
A.
|
02
deg. 00 min. 00 sec
|
33
deg. 42 min. 00 sec.
|
||
|
B.
|
02
deg. 00 min. 00 sec.
|
33
deg. 45 min. 00 sec.
|
||
|
C.
|
02
deg. 03 min. 00 sec.
|
33
deg. 45 min. 00 sec.
|
||
|
D.
|
02
deg. 03 min. 00 sec.
|
33
deg. 42 min. 00 sec.
|
An area
of approximately 30.89 square
kilometers and;
including
24 Primary Mining Licenses that are contained within the Prospecting License:
0001173, 0001174, 0001179, 0001180, 0001177, 0001178, 0001183, 0001301, 0001302,
0001184, 0001185, 0001181, 0001182, 0001175, 0001176, 0001303, 0000892, 0000894,
0000895, 0000896, 0000879, 0000898, 0000899 and 0001307. These 24 PMLs are held
in the name of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Magoma, a director of Geo Can Resources Company
Limited until a Special Mining License is obtained from the Ministry of Energy
and Minerals of Tanzania.
License
Fees:
Total
paid annual fee: $6672.14