Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 25th day of June 2008.
BETWEEN:
COAL HARBOUR CONSULTING INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
(the "VENDOR")
OF THE FIRST PART
AND:
SILVER BAY RESOURCES INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(the "PURCHASER")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the "CLAIMS"), collectively called Silver Bay Property Claims of
the Vendor are more particularly described in Schedule "A" attached hereto and
forming part of this Agreement;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of
the Claims of the Vendor in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and
covenants herein and other good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties hereto agree as
follows:
1. PURCHASE AND SALE OF ASSETS
1.1 SALE OF ASSETS. Subject to the terms and conditions of this Agreement, the
Vendor hereby sells to the Purchaser, and the Purchaser hereby purchases the
Vendor's Claims.
1.2 PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor
for the Vendor's Claims is USD $20,000 (the "PURCHASE PRICE"). If applicable,
subject to a carried 3% Net Smelter Royalty as described in Schedule "B".
1.3 PAYMENT OF THE PURCHASE PRICE. The Purchase Price will be paid immediately
on delivery of property report, by check or wire order.
2. COVENANTS OF THE PARTIES
2.1 COVENANTS. The parties undertake to keep the information with respect to
this Agreement, the terms herein, and any related, underlying or subsequent
agreements (the "INFORMATION") confidential and not to directly or indirectly
disclose the Information at any time to any person or persons or use the
Information for any purpose whatsoever.
3. REPRESENTATIONS OF THE VENDOR
3.1 REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as
follows, with the intent that the Purchaser will rely on the representations in
entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement:
(a) CAPACITY TO SELL. The Vendor is Coal Harbour Consulting Inc., having
the power and capacity to own and dispose of the Claims, and to enter
into this Agreement and carry out its terms to the full extent;
(b) AUTHORITY TO SELL. The execution and delivery of this Agreement, and
the completion of the transaction contemplated by this Agreement has
been duly and validly authorized by all necessary corporate action on
the part of the Vendor, and this Agreement constitutes a legal, valid
and binding obligation of the Vendor enforceable against the Vendor in
accordance with its terms except as may be limited by laws of general
application affecting the rights of creditors;
(c) LITIGATION. There is no litigation or administrative or governmental
proceeding or inquiry pending or, to the knowledge of the Vendor,
threatened against or relating to the Claims, nor does the Vendor know
of or have reasonable grounds that there is any basis for any such
action, proceeding or inquiry;
(d) GOOD STANDING. Prior to closing this Agreement, the Vendor has
maintained, as required, the Claims in good standing.
4. REPRESENTATIONS OF THE PURCHASER
4.1 REPRESENTATIONS. The Purchaser represents and warrants to the Vendor as
follows, with the intent that the Vendor will rely on these representations and
warranties in entering into this Agreement, and in concluding the purchase and
sale contemplated by this Agreement:
(a) STATUS OF PURCHASER. The Purchaser is a corporation duly incorporated,
validly existing and in good standing and has the power and capacity
to enter into this Agreement and carry out its terms; and
(B) AUTHORITY TO PURCHASE. The execution and delivery of this Agreement
and the completion of the transaction contemplated by this Agreement
has been duly and validly authorized by all necessary corporate action
on the part of the Purchaser, and this Agreement constitutes a legal,
valid and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms except as limited by laws of
general application affecting the rights of creditors.
5. TRANSFER OF ASSETS
5.1 TRANSFER OF PROPERTY. The Purchaser must provide written instructions to the
Vendor if the Purchaser wishes to transfer the claims into the Purchaser's name.
The instructions should include the claims, tenures, and property name, as well
as the full name and mineral license of the Purchaser.
5.2. VENDOR'S MAINTENANCE OF PROPERTY. The Purchaser may request the Vendor to
maintain the claims on the Purchaser's behalf, or if the Purchaser does not
provide written instruction to transfer the claims, then the Vendor will by
default assume maintenance of the claims for the Purchaser. The Vendor will
charge an annual maintenance fee per claim to satisfy the annual fees due to the
Mineral Titles Office. If the Purchaser does not pay the Vendor fees before the
due dates they will forfeit any and all rights to their mineral claims. The
Vendor will provide a best effort to adequately notify the Purchaser before a
claim is due.
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6. SURVIVAL OF REPRESENTATIONS AND COVENANTS
6.1 VENDOR'S REPRESENTATIONS AND COVENANTS. All representations, covenants and
agreements made by the Vendor in this Agreement or under this Agreement will,
unless otherwise expressly stated, survive closing and any investigation at any
time made by or on behalf of the Purchaser will continue in full force and
effect for the benefit of the Purchaser.
6.2 PURCHASER'S REPRESENTATIONS AND COVENANTS. All representations, covenants
and agreements made by the Purchaser in this Agreement or under this Agreement
will, unless otherwise expressly stated, survive closing and any investigation
at any time made by or on behalf of the Vendor and will continue in full force
and effect for the benefit of the Vendor.
7. GENERAL
7.1 GOVERNING LAW. This Agreement and each of the documents contemplated by or
delivered under or in connection with this Agreement are governed exclusively
by, and are to be enforced, construed and interpreted exclusively in accordance
with the laws of British Columbia which will be deemed to be the proper law of
the Agreement.
7.2 PROFESSIONAL FEES. Each of the parties will bear the fees and disbursements
of their respective lawyers, advisers and consultants engaged by them
respectively in connection with the transactions contemplated by this Agreement
prior to the closing.
7.3 ENUREMENT. This Agreement enures to the benefit of and binds the parties and
their respective successors and permitted assigns.
7.4 NOTICE. All notices required or permitted to be given under this Agreement
will be in writing and personally delivered to the address of the intended
recipient set out on the first page of this Agreement or at such other address
as may from time to time be notified by any of the parties in the manner
provided in this Agreement.
7.5 FURTHER ASSURANCES. The parties will execute and deliver all further
documents and take all further action reasonably necessary or appropriate to
give effect to the provisions and intent of this Agreement and to complete the
transactions contemplated by this Agreement.
7.6 REMEDIES CUMULATIVE. The rights and remedies under this Agreement are
cumulative and are in addition to and not in substitution for any other rights
and remedies available at law or in equity or otherwise. Any party to this
Agreement may terminate this Agreement if any other party is in breach of or
defaults under any material term or condition of this Agreement or has made a
material misrepresentation in this Agreement. No single or partial exercise by a
party of any right or remedy precludes or otherwise affects the exercise of any
other right or remedy to which that party may be entitled.
7.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and there are no representations, express or implied, statutory or
otherwise and no collateral agreements other than as expressly set out or
referred to in this Agreement.
7.8 HEADINGS. The division of this Agreement into sections and the insertion of
headings are for convenience only and do not form part of this Agreement and
will not be used to interpret, define or limit the scope, extent or intent of
this Agreement.
7.9 SEVERABILITY. Each provision of this Agreement is severable. If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, the
illegality, invalidity or unenforceability of that provision will not affect the
legality, validity or enforceability of the remaining provisions of this
Agreement.
7.10 SCHEDULES. The Schedules attached hereto form an integral part of this
Agreement.
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7.11 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.
7.12 COUNTERPARTS. This Agreement and all documents contemplated by or delivered
in connection with this Agreement may be executed and delivered by facsimile or
original and in any number of counterparts, and each executed counterpart will
be considered to be an original. All executed counterparts taken together will
constitute one agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement by their duly
authorized officers effective the day, month and year written above.
VENDOR: COAL HARBOUR CONSULTING INC.
PURCHASER: SILVER BAY RESOURCES INC.
Per: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director & Officer
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SCHEDULE "A"
THIS IS SCHEDULE "A" to the Asset Purchase Agreement.
ASSET DETAILS:
MINERAL CLAIM(S): 551979
CLAIMS COLLECTIVELY CALLED: Silver Bay Property
EXECUTIVE SUMMARY:
1. The Silver Bay Property is located on Jervis Inlet, about ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. Access is by helicopter or float plane from Vancouver or
Sechelt, or by boat from Egmont or ▇▇▇▇▇▇ Harbour on the Sechelt Peninsula.
The Silver Bay Property comprises one MTO mineral claim containing 12 cell
claim units totaling 248.686 hectares.
2. The Jervis Inlet area is underlain by a variety of Jurassic to Tertiary age
granitic intrusives of the Coast Plutonic Complex. The granitic rocks
intrude and metamorphose late Jurassic to Lower Cretaceous argillaceous
sediments and andesitic to felsic volcanics of the Gambier Group.
3. The Gambier Group hosts the 60 million tonne Britannia volcanogenic copper,
zinc, lead, silver, gold deposit on ▇▇▇▇ Sound about 80 km to the
southeast. The Silver Bay Property is underlain by metamorphosed sediments
and volcanics of the Gambier Group with zinc, lead, silver and copper
mineralization in a geological setting similar to the Britannia Mine.
On the Silver Bay Property, prospectors explored two areas of
mineralization by open-cuts and a short adit in the early 1900's. More
recent exploration includes geological mapping, rock sampling and soil
geochemistry by Newmont Exploration Ltd. and ▇▇▇▇▇ ▇▇▇▇▇ in 1983 and 1984.
No other work has been recorded.
4. A two-phase proposed work program includes construction of a control grid,
geological mapping and rock sampling, additional silt geochemical sampling
and trenching. Based on a compilation of these results, a diamond drill
program will be designed to explore and define the potential resources.
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SCHEDULE "B"
THIS IS SCHEDULE "B" to the Asset Purchase Agreement.
3% NET SMELTER RETURNS
a. In this Agreement, "3% Net Smelter Returns" means 3% of the net amount of
money received y the Purchaser for its own account from the sale of one, or
ore concentrates or other mineral products from the Claims to a smelter or
other mineral products buyer after deduction of smelter and/or refining
charges, ore treatment charges, penalties and any and all charges made by
the purchaser of ore, concentrates, or other mineral products, less any and
all transportation costs which may be incurred in connection with the
transporation of ore or concentrates, less all umpire charges which the
purchaser may be required to pay.
b. Payment of Net Smelter Returns by the Purchaser to the Vendor shall be made
semi-annully within 60 days after the end fo each fiscal half year of the
Purcahser and shall be accompanied by unaudited financial statement
pertaining to the operations carried out by the Purchaser on the Claims.
Within 90 days after the end of each fiscal year of the Purchaser in which
Net Smelter Returns are payable to the Vendor, the records relating to the
calculation of Net Smelter Returns for such year shall be audited and any
resulting adjustments in the payment of Net Smelter Returns payable to the
Vnedor shall be made forthwith. A copy of the said audit shall be delivered
to the vendor within 30 days of the end of such 90 day period.
c. Each annual adit shall be final and not subject to adjustment unless the
Vendor delivers to the Purchaser written exceptions in reasonable detail
within six months after the Vendor receives the report. The Vendor or its
reporesentative duly authorized in writing at its expense shall have the
right to audit the books and records of the Purchaser related to Net
Smelter Returns to determine the accuracy of the report but shall not have
access to any other books and records of the Purchaser. The audit shall be
conducted by a chartered or certified public accountant of recognized
standing. The Purchaser shall have the right to condition access to its
books and records on execution of a written agreement by the auditor that
all information will be held in confidence and used solely for purposes of
audit and resolution of any disputes related to the report. A copy of the
Vendor's report shall be delivered to the Purchaser upon completion, and
any discrepancy between the amount actually paid by the Purchaser and the
amount which should have been paid according to the Vendor's report shall
be paid forthwith ,one party to the other. In the event that the said
discrepancy is to the detriment o fthe Vendor and exceeds 5% of the amount
actually paid by the Purcahser , then the Purchser shall pay the entire
cost of the audit.
d. Any dispute arising out of or related to any report, payment, calculation
or audit shall be resolved solely by arbitration as provided in the
Agreement. No error in accounting or in interpretation of the Agreement
shall be the basis for a claim of breach of fiduciary duty, or the like, or
give rise to a claim for exempary or punitive damages or for termination or
rescission of the Agreement or the estate and rights acquired and held by
the Purchaser under the terms of the Agreement.
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