EXHIBIT 10.2
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ASSIGNMENT OF OPTION TO PURCHASE
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WHEREAS Natalma Industries Inc. ("Natalma") a Nevada Corporation, desires to
obtain an interest in mineral claims located in British Columbia; and
WHEREAS ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") with an option to purchase a 100% interest in
the North Mt. Lorne Properties, Per 1-10 mineral claims, Grant No.
YC08501-YC08510, Whitehorse Mining District, Yukon Territory, Canada (the
"Title").
This Agreement concerns the North Mt. Lorne Properties as defined in Exhibit
"A".
NOW THEREFORE it is agreed between the parties hereto as follows:
1. The Title is registered to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to an Option to
Purchase Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Takkas") and ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇").
▇▇▇▇▇▇ granted ▇▇▇▇▇▇ an option to purchase a 100% ownership interest in the
Title, subject to a 2% Net Smelter Royalty ("NSR") payable to Takas (the
"Option"), a copy of which is attached hereto as Exhibit "A". ▇▇▇▇▇▇▇ wishes to
acquire the Option to the Title under the terms and conditions of this
Agreement. ▇▇▇▇▇▇ wishes to assign its interest in the Option to ▇▇▇▇▇▇▇.
2. ▇▇▇▇▇▇ warrants that he has the legal right and authorization to enter
into and consummate this Agreement.
3. ▇▇▇▇▇▇▇ warrants that it has the legal right and authorization to
enter into and consummate this Agreement.
4. As partial consideration for the rights and responsibilities granted by
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ agrees to make the following cash payments and issuance of
shares:
(a) US$30,000 within 30 days of signing the Agreement.
(b) 500,000 shares of Natalma common stock to be issued upon
completion of ▇▇▇▇▇▇▇'s first offering.
(c) US$25,000 September 1 1, 1999
5. Natalma shall complete a minimum $80,000 CDN Phase One work program on or
before September 1, 1999.
6. ▇▇▇▇▇▇▇ will have the obligation to pay all government taxes related to
the Title as they become due.
7. Natalma shall pay Takkas a 2% NSR, defined in standard industry terms, in
all metal production from the property controlled by the Title, directly to
▇▇▇▇▇▇.
8. At such time as ▇▇▇▇▇▇▇ has made US$55,000 in cash payments, issued
500,000 shares of its common stock to ▇▇▇▇▇▇ and financed all work as
contemplated in this Agreement, the ownership to the Title shall be delivered to
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall become the sole owner of the Title, subject only to
the NSR and the annual advanced royalty payment.
9. ▇▇▇▇▇▇▇ shall be responsible for all legal costs involved with the
interpretation of this Agreement, or the execution of a more formal Agreement,
and the transfer of Title.
10. Prior to receiving 100% unencumbered right, title and interest in the
Title, ▇▇▇▇▇▇▇ shall have the right to deal with its potential right, title and
interest in the Title as long as all obligations to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ remain
uninterrupted.
11. This Agreement shall be governed by the laws of British Columbia,
Canada. Any disagreements between the parties, which cannot be settled
amicably, shall be governed by a court of competent jurisdiction in British
Columbia.
12. The parties hereto agree that, should it be deemed appropriate, they
will execute a more formal agreement covering the terms of this Agreement.
13. Time shall be of the essence in this Agreement.
14. This Agreement supersedes all other agreements and arrangements among
the parties, whether written or verbal.
15. This Agreement may only be amended in writing and signed by both
parties hereto.
Should the terms of this agreement meet your approval, kindly acknowledge with
your signature below.
NATALMA INDUSTRIES INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President /s/ ▇▇▇▇ ▇▇▇▇▇▇
Dated: December 11, 1998 Dated: December 11, 1998
SCHEDULE "A"
Claim Name. . . Grant # Units Expiry Date
--------------- --------- ------- -------------
Per 1 . . . . . YC08501 1 12/12/1999
Per 2 . . . . . YC08502 1 12/12/1999
Per 3 . . . . . YC08503 1 12/12/1999
Per 4 . . . . . YC08504 1 12/12/1999
Per 5 . . . . . YC08505 1 12/12/1999
Per 6 . . . . . YC08506 1 12/12/1999
Per 7 . . . . . YC08507 1 12/12/1999
Per 8 . . . . . YC08508 1 12/12/1999
Per 9 . . . . . YC08509 1 12/12/1999
Per 10. . . . . YC085010 1 12/12/1999
The claims are located in the Whitehorse Mining District, Yukon Territory,
Canada.