OPTION TO PURCHASE MINERAL ASSETS AGREEMENT
EXHIBIT 10.1
OPTION TO PURCHASE MINERAL ASSETS AGREEMENT
THIS OPTION is granted and effective as of July 3, 2012 (the "DATE OF GRANT"), by NORTHERN ADVENTURES LLC, (“NALLC”), an Idaho Limited Liability Company and NORTHERN ADVENTURES, INC., (“NAINC”), a Nevada Corporation (collectively the “OPTIONORS") and both parties to this Agreement, AMCOR EXPLORATION, INC., a Nevada Subsidiary Corporation (the “OPTIONEE”) and APD ANTIQUITIES, INC., a Nevada Parent Corporation (“PARENT”).
RECITALS
A. The OPTIONORS are desirous to grant an option to purchase certain mining assets and mining properties from NORTHERN ADVENTURES, INC. to the OPTIONEE (the “OPTION”) for good and valuable consideration and the OPTIONEE is willing to accept this OPTION pursuant to the terms and conditions defined below.
NOW, THEREFORE, the parties covenant and agree as follows:
1.
Assets Subject to Option and Option Price
The OPTIONORS hereby grant to the OPTIONEE the OPTION to purchase certain mining assets and properties (which are specifically described in Exhibit A annexed hereto) owned by the NAINC (the “MINING ASSETS”), which is also Exhibit A of the form of Asset Purchase Agreement annexed hereto as Exhibit B (the “ASSET PURCHASE AGREEMENT”). The Mining Assets were transferred from NALLC and various third parties to NAINC, pursuant to a legal assignment of all right, title and interest on the dates specified or a date to be determined prior to exercise of this OPTION.
2.
Terms of the Option
The OPTION shall be subject to the following terms and conditions:
2.1 Option Term. The OPTION may be exercised by the OPTIONEE on or prior to the date ninety (90) Days from July 3, 2012 (the “OPTION TERMINATION DATE”).
2.2 Purchase Price. The purchase price for the MINING ASSETS, as specified in the Asset Purchase Agreement shall include: (i) the issuance of the number of restricted shares of common stock par value $0.001 of APD ANTIQUITIES, INC. (the “SHARES”) that equals Eighty and One Half (80.5%) percent of the total issued and outstanding shares on a post-acquisition basis; and (ii) the forgiveness 14 promissory notes between Northern Adventures, LLC and PARENT in the aggregate principal amount of $448,000 (which promissory notes are listed in Exhibit C hereto) and accrued interest in the amount of 8% per annum (the “DEBT”) to the date of exercise of the OPTION. The amount of the DEBT will be calculated as of the date of exercise of this OPTION AGREEMENT. In the event the PARENT provides any additional loans to Northern Adventures, LLC between the date of execution of the OPTION and the exercises of the OPTION, the additional principal amounts of the promissory notes and accrued interest will be added to the DEBT.
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2.3 Option Exercise.The OPTION shall be exercised by the OPTIONEE on or before the OPTION TERMINATION DATE by: (a) delivering to the OPTIONORS an executed copy of the ASSEST PURCHASE AGREEMENT; (b) by marking all of the promissory notes comprising the DEBT “paid in full” and returning them to the OPTIONORS; (c) if requested by the OPTIONORS, and at PARENT’S expense, the OPTIONEE will provide a legal opinion letter, satisfactory in form and substance to the OPTIONORS, to the effect that the issuance of the SHARES to the OPTIONOR, may be effected without registration of such stock under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws, and (d) within five business days of the exercise of the OPTION by the OPTIONEE, the PARENT shall deliver the SHARES to the NAINC.
2.4 The OPTION must be exercised, if at all, on an all of none basis.
2.5 The SHARES issued by the PARENT to NAINC pursuant to the exercise of the OPTION, shall not be subject to repurchase by the PARENT
3.
Limitations on Exercisability of the Option
The exercise of the OPTION hereby granted, shall be subject to all of the terms and conditions of this AGREEMENT, including, without limitation, the provisions relating to termination of the OPTION.
4.
Transferability of the Option
The OPTION shall not be transferable or exercisable by any person other than the OPTIONEE, without prior written approval of the OPTIONORS.
6.
Warranties and Representations
By executing this Agreement, the OPTIONEE accepts the OPTION and represents and warrants to the OPTIONORS and covenants and agrees with the OPTIONORS as follows:
6.1 The OPTIONEE agrees to abide by all of the terms and conditions of this AGREEMENT.
6.2 The OPTIONORS recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been or will be filed with respect to any of the SHARES issued by the PARENT and to be acquired by the OPTIONOR as part of this transaction and the exercise of the OPTION. The SHARES will be issued pursuant to available exemptions from registration requirements. The SHARES will be deemed to be restricted and non-saleable except sales pursuant to an applicable exemption from registration.
6.3 Except for the initial distribution of the SHARES to Northern Adventures, Inc. and the subsequent distribution of the SHARES to the shareholders of Northern Adventures, Inc. in the form of restricted stock, the shareholders of Northern Adventures, Inc. will agree not to sell, transfer or otherwise dispose of any of the SHARES acquired upon exercise of the OPTION, except as specifically permitted by exemptions available under
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the Securities Act, the filing of a registration statement and any applicable state and federal securities laws.
6.4 OPTIONORS hereby confirm that they are fully aware that the OPTIONEE is currently designated as a “shell corporation” pursuant to SEC regulations and the utilization of Rule 144 as an exemption from registration to sell securities will not be available for a minimum of one years from the date of the filing of an 8-K with the Securities Exchange Commission and notification that the company has been deshelled.
7.
Indemnification
Each of the parties, the OPTIONORS, the OPTIONEE and the PARENT agrees to indemnify the other party, and hold the other party harmless from and against any loss, claim or liability, including attorney's fees or other legal expenses incurred in the defense thereof, incurred by the such other party, as a result of any breach by a party of, or any inaccuracy in, any representation, warranty, covenant or other provision contained in this AGREEMENT.
8.
Access to Information
The OPTIONEE agrees to make available to the OPTIONORS upon written request, such public information regarding APD ANTIQUITIES, INC. that has in the past or is from time to time hereafter made generally available to its shareholders and on file with the Securities Exchange Commission.
9.
Rights as Shareholder
The OPTIONORS shall have no rights as a shareholder of APD ANTIQUITIES, INC. on account of this OPTION AGREEMENT or on account of the OPTIONEE’s currently holding the OPTION to acquire the MINING ASSETS through issuance of the SHARES.
10.
Tax Withholding
If, in connection with the exercise of the OPTION or any sale, transfer or other disposition of any of the SHARES acquired from the OPTIONOR in connection with the exercise of the OPTION, the OPTIONORS may be required by applicable federal, state or local law to withhold any amount on account of income or similar taxes, the OPTIONORS agrees to pay and assume full legal liability for all taxes due as a result of the exercise of this OPTION.
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11.
Further Assurances
The OPTIONEE and PARENT along with the OPTIONORS agrees from time to time to execute such additional documents as the parties to this AGREEMENT may reasonably require in order to effectuate the purposes of the this Agreement.
12.
Binding Effect
This Agreement shall be binding upon the OPTIONEE and the OPTIONORS and their heirs, successors and assigns.
13.
Entire Agreement; Modifications
This AGREEMENT constitutes the entire agreement and understanding between the OPTIONORS, the OPTIONEE and the PARENT, regarding the subject matter hereof. No waivers, alterations or modifications of the OPTION or this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought. The failure of any party to enforce any of its rights against the other party for breach of any of the terms of the OPTION or this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.
14.
Governing Law
The laws of the State of Nevada shall govern the OPTION and this OPTION AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this OPTION AGREEMENT as of the day and year first above written.
"OPTIONORS"
"OPTIONEE" PARENT
By:_______________________
_______
By:_____________________________
NORTHERN ADVENTURES, LLC
Name: ▇▇▇▇▇ ▇▇▇▇▇, Managing Partner
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
By:______________________________
By:_____________________________
NORTHERN ADVENTURES, INC
AMCOR EXPLORATION, INC.
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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EXHIBIT A
DESCRIPITON OF UNPATENTED CLAIMS TO BE ACQUIRED
1. All right, title and interest to the following claims owned by Northern Adventures, Inc. will be Quit Claim Deeded to the Optionee on the Closing Date:
| NAME | Locator | Claim Date | ▇▇▇▇▇▇▇ County Filing Date | County Recorder Number |
| BX 13 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003490 |
| BX 14 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003491 |
| BX 15 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003492 |
| BX 16 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003493 |
| BX 17 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003494 |
| BX 18 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003495 |
| BX 19 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003496 |
| BX 20 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003497 |
| BX 21 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003498 |
| BX 22 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003499 |
| BX 23 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003500 |
| BX 24 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003501 |
| BX 25 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003502 |
| BX 26 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003503 |
| BX 27 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/3/2012 | 5/11/2012 | 2012 0003504 |
| NAME | Locator | Claim Date | Okanogan County Filing Date | County Record |
| TOR 104 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173472 |
| TOR 105 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173473 |
| TOR 106 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173474 |
| TOR 107 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173475 |
| TOR 108 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173476 |
| TOR 109 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173477 |
| TOR 110 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173478 |
| TOR 111 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173479 |
| TOR 112 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173480 |
| TOR 200 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173481 |
| TOR 201 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173482 |
| TOR 202 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173483 |
| TOR 203 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173484 |
| TOR 204 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173485 |
| TOR 205 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173486 |
| TOR 206 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173487 |
| TOR 207 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173488 |
| TOR 208 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173489 |
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| TOR 209 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173490 |
| TOR 210 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173491 |
| TOR 211 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173492 |
| TOR 212 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 15, 2012 | June 15, 2012 | 3173493 |
| TOR 300 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173494 |
| TOR 301 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173495 |
| TOR 302 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173496 |
| TOR 303 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173497 |
| TOR 304 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173498 |
| TOR 305 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173499 |
| TOR 306 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173500 |
| TOR 307 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173501 |
| TOR 308 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173502 |
| TOR 309 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173503 |
| TOR 310 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173504 |
| TOR 311 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173505 |
| TOR 312 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173506 |
| TOR 400 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173507 |
| TOR 401 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173508 |
| TOR 402 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173509 |
| TOR 403 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173510 |
| TOR 404 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173511 |
| TOR 405 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173512 |
| TOR 406 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173513 |
| TOR 407 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173514 |
| TOR 408 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173515 |
| TOR 409 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173516 |
| TOR 410 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173517 |
| TOR 411 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173518 |
| TOR 412 | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇ ▇▇▇▇▇ | April 16, 2012 | June 15, 2012 | 3173519 |
| NAME | Locator | Claim Date | ▇▇▇▇▇▇▇ County Filing Date | County Recorder Number |
| MK 9 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003505 |
| MK 11 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003506 |
| MK 12 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003507 |
| MK 13 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003508 |
| MK 16 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003509 |
| MK 18 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003510 |
| MK 19 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003511 |
| MK 20 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003512 |
| MK 21 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003513 |
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| MK 22 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003514 |
| MK 24 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003515 |
| MK 26 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003516 |
| MK 28 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003517 |
| MK 39 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003518 |
| MK 40 | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 5/2/2012 | 5/3/2011 | 2012 0003519 |
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| PLUM 1 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/24/2012 | 1/27/2012 | 106634 |
| PLUM 2 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/24/2012 | 1/27/2012 | 106635 |
| PLUM 3 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106636 |
| PLUM 4 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106637 |
| PLUM 5 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106638 |
| PLUM 6 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106639 |
| PLUM 7 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106640 |
| PLUM 8 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106641 |
| PLUM 9 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106642 |
| PLUM 10 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106643 |
| PLUM 11 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106644 |
| PLUM 12 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106645 |
| PLUM 13 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106646 |
| PLUM 14 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106647 |
| PLUM 15 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106648 |
| PLUM 16 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/25/2012 | 1/27/2012 | 106649 |
| PLUM 17 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106650 |
| PLUM 18 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106651 |
| PLUM 19 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106652 |
| PLUM 20 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106653 |
| PLUM 21 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106654 |
| PLUM 22 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106655 |
| PLUM 23 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106656 |
| PLUM 24 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106657 |
| PLUM 25 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106658 |
| PLUM 26 | ▇▇▇▇▇ ▇▇▇▇▇ | 1/26/2012 | 1/27/2012 | 106659 |
145 additional Plum unpatented claims currently being amended, which will be recorded in Fergus county, Montana on or before July 15, 2012 and deemed to be a part of the Mining Assets pursuant to this Option Agreement.
2. The below claims are subject to five existing mineral leases from third parties and all right, title and interest in these original mineral leases will be be transferred from Northern Adventures, Inc. to the Optionee on the Closing Date:
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A. Bayhorse Property lease consisting of 21 unpatented and 3 patented mining claims.
B. The Quartz Creek Project lease consisting of the following groups of unpatented mining claims.
1) Gold of the Patriarch – 20 unpatented mining claims
2) Wild Eyed ▇▇▇▇ – 10 unpatented claims
3) Golden Sunrise – 8 unpatented claims
C. The Trout Creek Project lease consisting of the following groups of unpatented mining claims.
1) Ohio Beauty – 10 unpatented claims
2) WLC – 42 unpatented claims
D. Monitor Property lease consisting of the following groups of unpatented mining claims.
1) Monitor – 20 unpatented mining claims
2) Joan’s Dream – 4 unpatented mining claims
E. Vienna Property lease consisting of the following unpatented mining claims.
1) FG – 18 unpatented mining claims
3. The Optionor also has an option to purchase all right, title and interest in 14 individual leases granted by the State of Washington, Department of Natural Resources. Transfer of the leases to to Optionee is subject to approval by the State of Washington. These leases are located in Okanogan Country, State of Washington. The original Lessee is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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EXHIBIT B
DRAFT ASSET PURCHASE AGREEMENT
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EXHIBIT C
LIST OF PROMISSORY NOTE TO BE FORGIVEN
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EXHIBIT D
NOTICE OF INTENT TO EXERCISE OPTION
________________________
To: NORTHERN ADVENTURES LLC. AND NORTHERN ADVENTURES, INC.
Reference is made to the Option to Purchase Assets Agreement (the “AGREEMENT”). Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the AGREEMENT.
Please be advised that the undersigned hereby exercises the OPTION.
We hereby elect to purchase the NORTHERN ADVENTURE ASSETS, as described in the OPTION AGREEMENT from NORTHERN ADVENTURES, INC. The consideration for the purchase of these assets is the forgiveness of promissory notes and accrued interest as of the date of exercise due from NORTHERN ADVENTURS LLC and the issuance of a single stock certificate equal to the number of APD ANTIQUITIES, INC. par value $.001 restricted SHARES of common stock that represent Eighty and One Half (80.5%) percent of the total issued and outstanding shares on a post-acquisition basis, pursuant to the terms and conditions of the AGREEMENT
Date: ______________ ______, 20____
OPTIONEE: APD ANTIQUITIES, INC.
Name:___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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