MINING OPTION AGREEMENT
THIS
AGREEMENT, made as of the 1st day of July, 2006
| BETWEEN: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Geologist |
(the
"Optionor")
|
| Of: ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ |
OF
THE FIRST PART
|
| AND: CODY RESOURCES, INC. |
a
company duly incorporated pursuant to the laws of
the
|
| State of Nevada, and having as office at |
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇
|
|
(the
"Optionee")
|
|
|
OF
THE SECOND
PART
|
WHEREAS:
A. the
Optionor is the owner of certain mineral claims located in the Slocan Mining
Division of British Columbia, (the "Vulture Claims" or the
"Property");
B. the
Optionor has agreed to grant an exclusive option to the Optionee to acquire
an
interestin
and to
the Property, on the terms and conditions hereinafter set forth;
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$10.00
now paid
by
the Optionee to the Optionor (the receipt of which is hereby acknowledged),
the
parties agree
as
follows:
1.
DEFINITIONS
For
the
purposes of this Agreement the following words and phrases shall have the
following
meanings, namely:
| (a) |
"Exploration
Expenditures" means the sum of:
|
| (i) All costs of acquisition and maintenance of the Property, all expenditures on the exploration and development of the Property, and all other costs and expenses of whatsoever kind or nature, including those of a capital nature, incurred or chargeable by the Optionee with respect to the exploration of the Property, and |
|
(ii) as compensation for general overhead
expenses which
the Optionee may incur,
an amount equal to 10% of all amounts included in subparagraph
(i)
in
|
| each year but only 5% of such amounts when paid by the Optionee under any contract involving payments by it in excess of $100,000 in one year; |
| (b) |
"Option"
means the option to acquire a 100% undivided interest in and to
the
Property as provided in this Agreement;
|
| (c) |
"Option
Period" means the period from the date of this Agreement to and
including
the date of exercise or termination of the
Option;
|
| (d) |
"Property"
means the mineral claims described in Schedule "A" hereto including
any
replacement or successor claims, and all mining leases and other
mining
interests derived
from any such claims. Any reference herein to any mineral claim
comprising
the Property includes any mineral lease or other interests into
which such
mineral claim may have been converted;
|
| (e) |
"Property
rights" means all licenses, permits, easements, rights-of-way,
certificates and
other approvals obtained by either of the parties either before
or after
the date of this
Agreement and necessary for the exploration of the
Property;
|
| (f) |
"Purchase
Price" means all cash payments, and Exploration Expenditures referred
to
in subsection 2.2 (a) and (b); and;
|
| (g) |
"Royalty"
means the amount of royalty from time to time payable to the Optionor
hereunder pursuant to section 11.
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2.GRANT
AND EXERCISE OF OPTION
2.1 The
Optionor grants to
the Optionee the exclusive right and option, to acquire a 100%
undivided interest
in the Property free and clear of all charges, encumbrances and claims,
save and
except
for
those set out herein.
2.2 The
Option shall be
exercised by the Optionee:
(a)
(i)
paying to the Optionor $25000 U.S. on or before December 31, 2007;
(ii) paying
to
the Optionor an additional $50,000 U.S. on or before December 31,
2008;
(iii) paying
to
the Optionor an additional $75,000 U.S. on or before December 31,
2009.
(b)
(I)
incurring Exploration Expenditures of $5000 U.S. on the Property on or
before
December
31, 2006, or if weather does not allow reasonable access to the property
at
that
time, the work to be completed at such other time as agreed by the
parties;
(ii) incurring
additional Exploration Expenditures of $50,000 U.S. on the Property on
or
before
December 31, 2007;
(iii)
incurring
additional Exploration Expenditures of $100,000 U.S. on the Property on
or
before December 31, 2008.
2
The
Option shall be deemed to be exercised upon the Optionee making all payments
and incurring
all Exploration Expenditures in accordance with this Paragraph 2.2 (a)
and
(b).
2.3 On
or
before October 31 of each subsequent year and for as long as the Optionor
retains a Royalty
in the Property either the Optionee or the Owner, as the case may be, shall
incur $150,000 U.S.
in
Exploration Expenditures on the Property.
2.4 In
the event that the
Optionee or the Owner, as the case may be, in any of the above
periods incurs
more than the specified sum of Exploration Expenditures, the excess shall
be
carried forward
and
applied to the Exploration Expenditures to be incurred in succeeding
periods.
2.5 In
the event that the
Optionee or the Owner, as the case may be, in any of the above
periods
incurs
less than the specified sum of Exploration Expenditures, it may pay to
the
Optionor the difference between the amount it actually spent and the specified
sum in full satisfaction of the Exploration Expenditures to be
incurred.
2.6 The
Optionee will not be
bound to make any payment under subsection 2.2, other than the cash payment
under Paragraph 2.2 (a) (I), but the Option will terminate and either the
Optionee or the Owner, as
the
case may be, will forfeit all previous payments if any payment or Exploration
Expenditure is not
made in
accordance with subsections 2.2 and 2.3.
3. CONDITIONS
The
obligations of both parties are contained in this Agreement.
4. REPRESENTATIONS
AND WARRANTIES OF THE OPTIONOR
4.1
The
Optionor represents and warrants to the Optionee that:
| (a) |
he
is, under the laws of British Columbia legally entitled to hold
the
Property and all mineral claims comprised therein, and all Property
Rights
held by him and will remain
so entitled until all interests of the Optionor in the Property
(other
than Royalty)
have been duly transferred to the Optionee as contemplated
hereby;
|
| (b) |
he
is, and at the time of each transfer to the Optionee of mineral
claims
composing the
Property pursuant to the exercise of the Option he will be, the
recorded
holder and beneficial
owner of all of the mineral claims comprising the Property free
and clear
of all
liens, charges, and encumbrances, and no taxes or rentals are due
in
respect of any
|
3
| thereof; |
| (c) |
the
mineral claims comprised in the Property have been duly and validly
located and recorded
pursuant to the Mineral
Tenure Act (British
Columbia), and, except as specified in Schedule
"A" hereto and accepted by the Optionee, are in good standing in
the
office of the
Mining Recorder on the date hereof and until the dates set opposite
the
respective names thereof in Schedule "A"
hereto;
|
| (d) |
there
is no adverse claim or challenge against or to the ownership of
or title
to any of the mineral
claims comprising the Property, nor to the knowledge of the Optionor
is
there any
basis therefore, and there are n o outstanding agreements or options
to
acquire or purchase
the Property or any portion thereof, and no person, firm, or corporation
has any proprietary,
possessory, royalty or other interest whatsoever in production
from any of
the
mineral claims comprising the Property;
|
| (e) |
there
are no pending or threatened actions, suits, claims, disputes,
or
proceedings regarding the Property nor is he aware if the basis
for
any.
|
4.2 The
representations and warranties contained in this section are provided for
the
exclusive benefit of the Optionee, and a breach of any one of more thereof
may
be waived by the Optionee in whole
or
in part at any time without prejudice to its rights in respect of any other
breach of the same or any
other
representation or warranty, and the representation and warranties contained
in
this section
shall
survive the execution of this Agreement and of any transfers, assignments,
deeds
or further documents respecting the Property.
5. REPRESENTATIONS
AND WARRANTIES OF THE OPTIONEE
5.1The
Optionee represents and warrants to the Optionor that:
| (a) |
it
has been duly incorporated, amalgamated or continued and validly
exists as
a corporation
in good standing under the laws of its jurisdiction of
incorporation,
amalgamation or continuation;
|
| (b) |
it
is lawfully authorized to hold mineral claims and real property
under the
law of the jurisdiction in which the Property is
situate;
|
| (c) |
it
has duly obtained all corporate authorizations for the execution
of this
Agreement and for
the performance of this Agreement by it, and the consummation of
the
transactions
herein contemplated will not conflict with or result in any breach
of any
covenants or agreements contained in, or constitute a default under,
or
result in the creation of any encumbrance under the provisions
of the
Articles or the constituting documents of
the
|
4
| Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound or to which it or the Property may be subject; |
| (d) |
no
proceedings are pending for, and the Optionee is unaware of any
basis for
the institution
of any proceedings leading to, the dissolution or winding up of
the
Optionee or
the placing of the Optionee in bankruptcy or subject to any other
laws
governing the affairs of insolvent
corporations;
|
5.2 The
representations and warranties contained in this section 5 are provided
for the
exclusive
benefit
of the Optionor and a breach of any one or more thereof may be waived by
the
Optionor
in whole or in part at any time
without
prejudice to its rights in respect of any other
breach
of the same or any other representations warranty; and the representations
and
warranties contained in this section shall survive the execution
hereof.
6. EXERCISE
OF OPTION
6.1
The
Optionee may at any time after it has paid the Purchase Price, exercise
the
Option by
delivering a written notice to the Optionor, provided always that nothing
herein
shall oblige the Optionee to give such notice.
6.2
If
and
when the Option has been exercised, a 100% undivided right and interest
in and
to
the
Property shall vest in the Optionee free and clear of all charges, encumbrances
and claims, save
and
except for the obligations of the Optionee under sections 9, 11, and
14.
7.
TRANSFER
OF PROPERTY
As
long
as the Optionor holds a Royalty Interest, the Optionor shall retain title
documents to he Property.
If the Optionor sells all of the Optionor's Royalty Interest, the Optionor
shall
forthwith deliver
to the
Optionee duly executed transfers of the appropriate interest in the Property,
which shall have been acquired by the Optionee upon exercise of the
Option.
8.
RIGHT
OF ENTRY
Throughout
the Option Period the directors and officers of the Optionee and its servants,
agents and
independent contractors, shall have the sole and exclusive right in respect
of
the Property to:
| (a) | enter thereon; |
| (b) | have exclusive and quiet possession thereof; |
| (c) |
do
such prospecting, exploration, development and other mining work
thereon
and thereunder as the Optionee in its sole discretion may determine
advisable;
|
5
| (d) |
bring
upon and erect upon the Property such buildings, plant, machinery
and
equipment as the Optionee may deem advisable;
and
|
| (e) |
remove
therefrom and dispose of reasonable quantities of ores, minerals
and
metals for the purposes of obtaining assays or making other
tests.
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9.
OBLIGATIONS
OF THE OPTIONEE DURING OPTION PERIOD
During
the Option Period the Optionee shall:
| (a) |
maintain
in good standing those mineral claims comprising the Property that
are in
good standing
on the date hereof by the doing and filing of assessment work or
the
making of
payments in lieu thereof, by the payment of taxes and rentals,
and the
performance of other actions which may be necessary in that regard
and in
order to keep such mineral claims free and clear of all liens and
other
charges arising from the Optionee's activities thereon except those
at the
time contested in good faith by the
Optionee;
|
| (b) |
permit
the directors, officers, employees and designated consultants of
the
Optionor, at their own risk and expense, access to the Property
at all
reasonable times, and the Optionor
agrees to indemnify the Optionee against and to save it harmless
from all
costs,
claims, liabilities and expenses that the Optionee may incur or
suffer as
a result of any injury (including injury causing death) to any
director,
officer, employee or designated consultant of the Optionor while
on the
Property;
|
| (c) |
do
all work on the Property in a good and workmanlike fashion and
in
accordance with all applicable laws, regulations, orders and ordinances
of
any governmental authority;
|
| (d) |
indemnify
and save the Optionor harmless in respect of all costs, claims,
liabilities and expenses
arising out of the Optionee's activities on the Property, but the
Optionee
shall
incur no obligation hereunder in respect of claims arising or damages
suffered after termination of the Option if upon termination of
the Option
any workings on or improvements to the Property made by the Optionee
are
left in a safe condition;
|
| (e) |
permit
the Optionor, at its own expense, reasonable access to the results
of the
work done on the Property during the last completed calendar
year;
|
| (f) |
deliver
to the Optionor, forthwith upon receipt thereof, copies of all
reports,
maps, assay results
and other technical data compiled by or prepared at the direction
of the
Optionee
with respect to the property.
|
10.
TERMINATION
OF OPTION BY OPTIONEE
10.1 If
the
Option is terminated otherwise than upon the exercise thereof pursuant
to
section 6, the
Optionee
shall:
6
| (a) | leave in good standing for a period of at least 12 months from the termination of theOption Period those mineral claims comprising the Property that are on good standing on the date hereof and any other mineral claims comprised in the Property that the Optionee brings into good standing after the date hereof; |
| (b) |
deliver
or make available at no cost to the Optionor within 90 days of
such
termination, all
drill core, copies of all reports, maps, assay results and other
relevant
technical data
compiled by, prepared at the direction of, or in the possession
of the
Optionee with respect to the Property and not theretofore furnished
to the
Optionor.
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10.2
Notwithstanding
the termination of the Option, the Optionee shall have the right, within
a period
of
180 days following the end of the Option Period, to remove from the Property
all
buildings,
plant,
equipment, machinery, tools, appliances and supplies which have been brought
upon the Property
by or on behalf of the Optionee, and any such property not removed within
such
180 day
period
shall thereafter become the property of the Optionor.
11
ROYALTY
11.1
The Optionor reserves for itself and the Optionee grants to the Optionor
a 2%
Net Smelter
Returns
royalty (the Royalty), calculated as described below, to be paid
quarterly.
11.2
The
Royalty will be calculated by deducting from the gross proceeds received
from
any mint, smelter,
or other purchaser for the sale of ores, concentrates, or mineral products
produced from the
Property, the following charges and expenses directly or indirectly
incurred:
| (a) |
sales,
use, gross receipts, severance, and other taxes, if any, payable
with
respect to severance,
production, removal, sale, or disposition of minerals from the
Property,
but
excluding any taxes on net income;
|
| (b) |
charges
and costs, if any, for transportation from the mine or mill to
places
where the minerals from the Property are smelted, refined, or sold;
and
|
| (c) |
charges,
costs (including assaying and sampling costs related to smelting
and
refining), and all penalties, if any, for smelting and
refining.
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12.
TRANSFERS
12.1
The
Optionee may at any time either during the Option Period or thereafter,
sell,
transfer, or otherwise dispose of all or any portion of its interest in
and to
the Property and this Agreement provided
that any purchaser, grantee or transferee of any such interest shall have
first
delivered to the
Optionor
its agreement relating to this Agreement and to the Property,
containing:
7
| (a) |
a
covenant by such transferee to perform all the obligations of the
Optionee
to be performed
under this agreement in respect of the interest to be acquired
by it from
the
Optionee to the same extent as if this Agreement had been originally
executed by the Optionee
and such purchaser, grantee or 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 and this Agreement or any portion thereof to the restrictions
contained in
this paragraph (a).
|
12.2
No assignment by the Optionee of any interest less than its entire interest
in
this Agreement and in the Property shall, as between the Optionee and the
Optionor, discharge it from any of its obligations
hereunder, but upon the transfer by the Optionee 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), the Optionee shall be deemed to be discharged
from all
obligations hereunder save
and
except for the fulfillment of contractual commitments accrued due prior
to the
date on which
the
Optionee shall have no further interest in this Agreement.
12.3
If the Optionor should receive a bona fide offer from an independent third
party
(the "Proposed Purchaser") dealing at arm's length with the Optionor to
purchase
all or a part of its interest
in the Property, which offer the Optionor desires to accept, or if the
Optionor
intends to sell
all or a
part of its interest in the Property:
| (a) |
The
Optionor shall first offer (the "Offer") such interest in writing
to the
Optionee upon terms
no less favorable than offered by the proposed Purchaser or intended
to be
offered
by
the Optionor, as the case may be.
|
| (b) |
The
Offer shall specify the price, terms and conditions of such sale,
the name
of the Proposed
Purchaser and shall, in the case of an intended offer by the Optionor,
disclose the
person or persons to whom the Optionor intends to offer its interest
and,
if the offer
received by the Optionor from the Proposed Purchaser provides for
any
consideration payable
to the Optionor otherwise that in cash, the offer shall include
the
Optionor's good
faith estimate of the cash equivalent of the non-cash
consideration.
|
| (c) |
If
within a period of 60 days of the receipt of the Offer the Optionee
notifies the Optionor in writing
that it will accept the offer, the Optionor shall be bound to sell
such
interest to the Optionee
on the terms and conditions of the offer, If the Offer so accepted
by the
Optionee
contains the Optionor's good faith estimate of the cash equivalent
of the
non cash consideration as aforesaid, and if the Optionee disagrees
with
the Optionor's best estimate, the Optionee shall so notify the
Optionor at
the time of acceptance and the Optionee shall, in such notice,
specify
what it considers, in good faith, the fair
cash
|
8
| equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. |
| (d) |
If
the Optionee fails to notify the Optionor before the expiration
of the
time limit that it will purchase the interest offered, the Optionor
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 60 days, but the terms of this paragraph shall again
apply to
such interest if the
sale to the Proposed Purchaser is not completed within such 60
days.
|
| (e) |
Any
sale hereunder shall be conditional upon the Proposed Purchaser
delivering
a written undertaking to the Optionee, in form and substance satisfactory
to its counsel, to be bound by the terms and conditions of this
Agreement.
|
13.
SURRENDER
OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENT
The
Optionee
may at any time during the Option Period elect to abandon any one or more
of the
mineral claims comprised in the Property by giving notice to the Optionor
of
such intention. Any claims
so
abandoned shall be in good standing under the Mineral
Tenure Act (British
Columbia) for at least
seven years from the date of abandonment. Upon any such abandonment, the
mineral
claims so
abandoned shall for all purposes of this Agreement cease to form part of
the
Property.
14.
FORCE
MAJEURE
14.1
If
the
Optionee is at any time either during the Option Period or thereafter prevented
or delayed in complying with any provision of this Agreement by reason
of
strikes, lock-outs, labour shortages, power shortages, fuel shortages,
fires,
wars, acts of God, governmenta regulations restricting normal operations,
shipping delays or any other reason or reasons, other than lack of funds,
beyond the control of the Optionee, the time limited for the performance
by the
Optionee of its obligations
hereunder shall be extended by a period of time equal in length to the
period of
each such
prevention or delay, but nothing herein shall discharge the Optionee from
its
obligations hereunder Paragraph 11, and to maintain the Property in good
standing.
9
14.2
The Optionee shall give prompt notice to the Optionor of each event of
force
majeure and upon cessation of such event shall furnish to the Optionor
with
notice to that effect together with particulars of the number of days by
which
the obligations of the Optionee hereunder have been extended by virtue
of such
event of force majeure and all preceding events of force majeure.
15.
CONFIDENTAL
INFORMATION
No
information furnished by the Optionee to the Optionor hereunder in respect
of
the activities carried out on the Property by the Optionee, or related
to the
sale of minerals, ore, bullion or other product derived from the Property,
shall
be published or disclosed by the Optionor without the prior written consent
of
the Optionee, but such consent in respect of the reporting of factual data
shall
not be unreasonably withheld, and shall not be withheld in respect of
information required to be publicly disclosed pursuant to applicable securities
or corporation laws, regulations or policies.
16.
ARBITRATION
All
questions
or matters in dispute under this Agreement shall be submitted to arbitration
pursuant to the terms hereof.
| (a) |
It
shall be a condition precedent to the right of any party to submit
any
matter to arbitration pursuant to the provisions hereof, that any
party
intending to refer any matter to arbitration shall have given not
less
than 10 days' prior notice of its intention to do so to the other
party,
together with particulars of the matter in dispute. On the expiration
of
such 10 days, the party who gave such notice may proceed to refer
the
dispute to arbitration as provided in paragraph
(c)
|
| (b) | The party desiring arbitration shall appoint one arbitrator, and shall notify the other party |
| (c) |
of
such appointment, and the other party shall, within 15 days after
receiving such notice, either consent to the appointment of such
arbitrator which shall then carry out the arbitration
or appoint an arbitrator, and the two arbitrators so named, before
proceeding to
act, shall, within 30 days of the appointment of the last appointed
arbitrator, unanimously agree on the appointment of a third arbitrator
to
act with them and be chairman of the arbitration herein provided
for. If
the other party shall fail to appoint an arbitrator within 15days
after
receiving notice of the appointment of the first arbitrator, the
first
arbitrator shall
be the only arbitrator. If the two arbitrators appointed by the
parties
shall be unable to
agree on the appointment of the chairman, the chairman shall be
appointed
under the provisions of the
Commercial Arbitration Act
of
British Columbia. Except as specifically otherwise provided in
this
section, the arbitration herein provided for shall be conducted
in
accordance with such Act. The chairman, or in the case where only
one
arbitrator is appointed, the single arbitrator, shall fix a time
and place
in Vancouver, British Columbia,
|
10
| for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions and procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award. |
| (d) | The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them. |
17.
DEFAULT
AND TERMINATION
17.1
Notwithstanding
section 2, if at any time during the Option Period the Optionee fails to
perform
any
obligation required to be performed hereunder or is in breach of a warranty
given herein, which failure or breach materially interferes with the
implementation of this Agreement, the Optionor may terminate this Agreement,
but
only if:
| (a) | it shall have first given to the Optionee a notice of default containing particulars of the obligation which the Optionee has not performed, or the warranty breached; and |
| (b) | the Optionee has not, within 45 days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate payment or performance, the Optionee hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay. |
17.2
Should
the Optionee fail to comply with the provision of subparagraph (b), the
Optionor
may
thereafter terminate this Agreement by giving notice thereof to the
Optionee.
18.
NOTICES
Each
notice,
demand or other communication required or permitted to be given under this
Agreement shall be in writing and shall be delivered, telegraphed or telecopied
to such party at the address for such party specified above. The date of
receipt
of such notice, demand or other communication
shall be the date of delivery thereof if delivered or telegraphed or, if
given
by telecopier, shall
be
deemed conclusively to be the next business day. Either party may at any
time
and from time
to time
notify the other party in writing of a change of address and the new address
to
which notice shall be given to it thereafter until further change.
19.
GENERAL
19.1
This
Agreement constitutes the entire agreement between the parties and supersedes
and replaces
any other prior agreement or arrangement, whether oral or written, heretofore
existing
between
the parties in respect of the subject matter of this Agreement.
11
19.2
No consent or waiver expressed or implied by either party in respect of
any
breach or default by the other in the performance by such other of its
obligations hereunder shall be deemed or construed to be a consent to or
a
waiver of any other breach or default.
19.3
The parties shall promptly execute or cause to be executed all documents,
deeds,
conveyances and other instruments or further assurance and do such further
and
other acts which may
be
reasonably necessary or advisably to carry out fully the intent of this
Agreement or to record
wherever
appropriate the respective interests from time to time of the parties in
the
Property.
19.4
This Agreement shall inure to the benefit of and be binding upon the parties
and
their respective successors and permitted assigns.
19.5
This Agreement shall be governed by and construed in accordance with the
laws of
British Columbia.
19.6
Time shall be of the essence in this Agreement.
19.7
Wherever the neuter and singular is used in this Agreement it shall be
deemed to
include the plural, masculine and feminine, as the case may be.
19.8
Any reference in this Agreement to currency shall be deemed to be United
States
of America
dollars.
12
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day
and year first
above
written.
|
SIGNED, SEALED AND DELIVERED
BY
in the presence of:
|
|
|
|
___________________________
Signature
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name
|
|
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇
▇▇▇▇▇:
Address
|
|
|
|
SIGNED, SEALED AND DELIVERED
BY THE AUTHORIZED SIGNATORIES
|
|
_______________________
Authorized Signatory
|
|
_______________________
Authorized
Signatory
|
13
SCHEDULE
"A"
The
Vulture mineral claims located within the Slocan Mining Division of British
Columbia:
|
CLAIM
NAME
|
TENURE
NUMBER
|
NUMBER
OF UNITS
|
EXPIRY DATE
|
|
Vulture
|
256946
|
1
|
Sept
26, 2013
|
|
Vulture
Fr.
|
256329
|
1
|
Nov.
16, 2012
|
|
Vult
|
256330
|
1
|
Sept
26, 2013
|
|
Empire
No. 5
|
255924
|
1
|
Sept
26, 2013
|