Exhibit 10
THIS AGREEMENT made as of the 31st day December 31, 2006
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BETWEEN:
CAZADOR RESOURCES LTD.
OF THE FIRST PART
AND:
SAWADEE VENTURES INC.
OF THE SECOND PART
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MINERAL PROPERTY PURCHASE AGREEMENT
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MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 31st day of December 2006;
BETWEEN:
CAZADOR RESOURCES LTD, of ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(herein referred to as the "Seller")
OF THE FIRST PART
AND:
SAWADEE VENTURES, INC., a company duly incorporated pursuant to the laws of
the State of Nevada and having an office situated at: #▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇.
(herein referred to as the "Purchaser")
OF THE SECOND PART
RECITALS:
A. WHEREAS the Seller is the recorded and beneficial owner of an undivided
100% interest in certain mineral claims situated in the VERNON MINING
DISTRICT, in the Province of British Columbia to be known as the LAVINGTON
group of mineral claims, as detailed in the specific description of the
mineral claims attached hereto as Schedule "A" (herein called the
"Property");
B. AND WHEREAS the Seller has agreed to grant to the Purchaser an option to
purchase an undivided 100% interest in the Property subject to the Seller
holding a retained royalty interest based on the Net Smelter Returns (as
hereinafter defined) from the Property;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and subject to the terms and
conditions hereafter set out, the parties hereto agree as follows:
1.00 INTERPRETATION:
1.01. DEFINITIONS:
In this Agreement and all Schedules attached hereto, the following terms
shall have the meanings assigned to them in this paragraph 1:
(a) "AREA OF COMMON INTEREST" means the area lying within the boundary
formed by intersecting lines parallel to and 1 kilometre distant from
all sides of the boundary of the Property.
(b) "COMMERCIAL PRODUCTION" means the operation of the Property or any
part thereof as a mine but does not include milling for the purpose of
testing or milling by a pilot plant. Commercial Production shall be
deemed to have commenced upon the first day of the month following the
first 90 successive days when ores have been produced at the rate of
not less than 85% of the designed mining rate placing the Property in
commercial production.
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(c) "EFFECTIVE DATE" means the date upon which the Purchaser and Seller
sign this Agreement
(d) "FACILITIES" means all mines and plants, including, without
limitation, all pits, shafts, haulage ways and other underground
workings, and all buildings, plants and other structures, fixtures and
improvements and all other property, whether fixed or movable, as the
same may exist at any time in or on the Property.
(e) "MINERAL PRODUCTS" means the end products derived from operating the
Property as a mine.
(f) "OPTION" means the Purchaser's option to acquire all of the right,
title and interest of the Seller in and to the Property, subject to
the Seller's royalty as provided in paragraph 3.
(g) "PROPERTY" shall include the mineral claims described in Schedule "A"
hereto, any renewal thereof, and any form of other or additional
interest in respect thereof, and any other mineral claims or rights to
explore and/or mine which, from time to time, may be acquired in the
Area of Common Interest.
(h) "ROYALTY" means the percentage of net smelter returns payable to the
Seller in accordance with SCHEDULE "B" hereof.
1.02. SCHEDULES:
Schedules "A" and "B" are incorporated into this Agreement by reference.
2.00 REPRESENTATIONS, WARRANTIES AND COVENANTS:
2.01. SELLER'S REPRESENTATIONS AND WARRANTIES:
The Seller represents and warrants to the Purchaser that:
(a) the Seller is the sole recorded and beneficial owner of a 100% right,
title and interest in and to the Property and has the exclusive right
to enter into this Agreement and to dispose of an interest in the
Property in accordance with the terms of this Agreement;
(b) the claims comprising the Property were validly located, recorded and
issued pursuant to the MINERAL TENURE ACT of the Province of British
Columbia and are currently in good standing, until the expiry dates as
shown on Schedule "A", in accordance with the provisions of the
MINERAL TENURE ACT;
(c) there is no dispute, litigation nor any governmental proceeding
threatened, pending or current with respect to the Property of which
it has notice and the information relating to the Property in Schedule
"A" is true and correct;
(d) the Seller is lawfully authorized to hold the Property and all mining
claims comprised therein, and will remain so entitled until its
interest in the Property has been duly transferred to the Purchaser as
provided for herein;
(e) the Property is free and clear of all liens, charges and encumbrances;
(f) 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 Seller is there any basis therefor or interest
therein, and there are no outstanding Agreements or purchases to
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acquire or purchase the Property or any portion thereof, and no person
has any royalty or other interest whatsoever in production from any of
the mineral claims comprising the Property.
(g) It is a company duly incorporated, organized and validly subsisting
under the laws of the Province of British Columbia; and is in good
standing with respect to the filing of its annual returns.
(h) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(i) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated, conflict with,
result in the breach of, or accelerate the performance required by any
agreement to which the Purchaser is a party;
(j) the execution and delivery of this Agreement will not violate or
result in the breach of the laws of any jurisdiction applicable or
pertaining to the Purchaser or of its constating documents or of any
rules or regulations of any securities regulatory authorities;
(k) this Agreement and its execution have been approved by the Board of
Directors of the Purchaser.
2.02. SELLER'S COVENANTS:
The Seller will not, from the date hereof, sell, assign, alienate,
transfer, option or in any other way deal with its interest in the Property
or this Agreement save and except as provided for herein;
2.03. PURCHASER'S REPRESENTATIONS AND WARRANTIES:
The Purchaser represents and warrants to the Seller that:
(a) it is a company duly incorporated, organized and validly subsisting
under the laws of the State of Nevada; and is in good standing with
respect to the filings..
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated, conflict with,
result in the breach of, or accelerate the performance required by any
agreement to which the Purchaser is a party;
(d) the execution and delivery of this Agreement will not violate or
result in the breach of the laws of any jurisdiction applicable or
pertaining to the Purchaser or of its constating documents or of any
rules or regulations of any securities regulatory authorities;
(e) this Agreement and its execution have been approved by the Board of
Directors of the Purchaser.
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2.04. SURVIVAL OF REPRESENTATIONS AND WARRANTIES:
The representations, warranties and covenants contained in this Agreement
are conditions on which the parties have relied in entering into this
Agreement and shall survive the execution hereof and the acquisition of any
interest in the Property by the Purchaser hereunder and each party will
indemnify and save the other harmless from all loss, damage, costs, actions
and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by them and
contained in this Agreement. A party may waive any of such representations,
warranties, covenants, agreements or conditions in full or in part at any
time without prejudice to its rights in respect of any other breach of the
same or any other representation, warranty, covenant, agreement or
condition.
3.00 PURCHASE:
3.01. GRANT OF OPTION:
The Seller hereby grants to the Purchaser the sole and exclusive right and
option to acquire an undivided 100% right, title and interest in and to the
Property free and clear of all charges, encumbrances and claims save and
except for the obligation to pay the Royalty to the Seller in the event of
the Property achieving Commercial Production.
3.02. MAINTENANCE OF OPTION IN GOOD STANDING:
In order to maintain the Option in good standing and exercise the Option in
full the Purchaser shall, subject to regulatory approval:
(a) on the Effective Date, pay to the Seller THE SUM OF $4,000
(b) on or before the first anniversary of the Effective Date, pay to the
Seller the sum of $5,000.
(c) pay to the Seller the additional sum of $6,000 no later than the
second anniversary of the Effective Date
3.03. EXERCISE OF OPTION:
Upon the Purchaser having made all of the payments described in paragraph
3.02, the Purchaser will have exercised the Option and will have thereby
earned a 100% right, title and interest in and to the Property free and
clear of all charges, encumbrances and claims save and except for the
obligation to pay the Royalty to the owner once the Property has been
placed into Commercial Production.
3.04. TRANSFER OF PROPERTY:
Upon the Effective Date, the Seller shall deliver to the Purchaser executed
Bills of Sale in recordable form transferring the Seller's title in the
Property to the Purchaser. The Purchaser shall be entitled to record such
Bills of Sale at its own cost with the appropriate government office to
effect legal transfer of the Property into the name of the Purchaser,
PROVIDED that the Purchaser shall hold the Property subject to the terms
and conditions of this Agreement, it being understood that the transfer of
legal title to the Purchaser prior to the exercise of the Purchase is for
administrative convenience only.
If at any time the Purchaser gives notice to the Seller of termination of
this Agreement or is in default of this agreement, the Purchaser shall
deliver an executed Bills of Sale in recordable form transferring the
Purchaser's title in the Property back to the Seller, with all costs born
by the Purchaser.
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3.05. ACCELERATED EXERCISE OF PURCHASE:
The Seller acknowledges and agrees that the Purchaser shall be entitled to
accelerate the fulfilment of Option terms and the acquisition and transfer
of an undivided 100% legal and beneficial interest in the Property
described in paragraph 3.04 by completing the payments at any time earlier
than the deadline dates described in subparagraph 3.02.
3.06. PURCHASE ONLY:
This Agreement is an option to purchase only and after the Purchaser has
paid the sum of $4,000 to the Seller as provided for in subparagraph
3.02(a) hereof, the Purchaser shall be under no further obligation to make
any further payments. Any further payments are entirely at the election of
the Purchaser if they wish to continue this purchase option.
3.07. RIGHT OF ENTRY DURING PURCHASE PERIOD:
During the currency of this Agreement, the Purchaser 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/or other mining work
thereon and thereunder as the Purchaser in its sole discretion may
deem advisable;
(d) bring upon and erect on the Property buildings, plant, machinery and
equipment as the Purchaser 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, provided that the Purchaser shall perform no bulk samples
exceeding two tons per sample until it has fully exercised the Option.
4.00 COVENANTS OF THE PURCHASER:
4.01. The Purchaser covenants and agrees that during the currency of this
Agreement it shall:
(a) carry out its work on the Property in accordance with recognized good
exploration and engineering practices and in conformity in all
respects with all applicable governmental mining laws and regulations,
specifically including the guidelines published under the MINES ACT,
and comply with any and all conditions specified under the terms of
the work permits issued by the Ministry of Energy and Mines and its
authorized agents;
(b) save and defend the Seller harmless from all costs, loss or damage
which may arise by reason of injury (including injury resulting in
death) to any persons employed by the Purchaser in or upon the
Property or any part thereof, or which may arise by reason of injury
(including injury resulting in death) to any persons or damage done to
any other property as a result of any work or operations of the
Purchaser or of its possession or occupancy of the Property, PROVIDED
that the Purchaser shall incur no liability or obligation hereunder in
respect of claims arising or damages suffered after termination of the
Purchase if upon termination of the Purchase any workings on or
improvements to the Property made by the Purchaser are left in a safe
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and orderly condition and in accordance with all applicable pollution
control and reclamation laws, regulations and permits. The Purchaser
shall ensure that all appropriate Workers Compensation assessments
shall be paid and shall ensure that all such insurance including
public liability insurance on the said Property as reasonable business
judgement requires is paid;
(c) permit the Seller or any duly authorized representative at their own
risk and expense to inspect and copy, without interference to the
Purchaser's operations, the Property and the Purchaser's operations
thereon, metallurgical and accounting records pertaining thereto,
pertinent maps, non-interpretive records, drill cores, assay data and
other factual data at all reasonable times upon providing to the
Purchaser not less than 30 days advance notice of its intention so to
do. The Seller assumes all risks entailed in making inspections
pursuant to this subparagraph, and the Seller shall indemnify and hold
harmless the Purchaser from and against any damage, claim or demand by
reason of injury to or the presence of the Seller or its
representatives or guests on the Property. The Seller acknowledges and
agrees that the disclosure of information and documentation generated
by the Purchaser's operations upon the Property is made upon the
condition that such information or documentation is not to be
disclosed or revealed to any third party without the Seller having
first received the written consent of the Purchaser upon each such
occasion;
(d) promptly pay all accounts of any value or kind for wages, supplies,
Workers Compensation assessments, income tax payroll deductions and
all other accounts and indebtedness incurred by it on the Property so
that no claim or lien can arise thereon or upon the ores or minerals
contained therein, and that it will indemnify the Seller and save it
harmless from any and all loss, costs, actions, suits, damages or
claims which may be made against it in respect of operations carried
out on the Property, and that it will discharge any liens or
encumbrances which may arise in respect of or be recorded or
registered against the Property with respect to any work done by the
Purchaser thereon; PROVIDED that the Purchaser shall have the right to
contest the validity of any such lien or claim of lien upon posting an
Indemnity Bond in favour of the Seller in an amount sufficient to
indemnify the Seller against the amount of any such lien or liens so
contested and all costs and expenses in connection therewith, or,
alternatively, in the Seller's sole discretion, paying a like amount
into Court to the credit of the action instituted upon the basis of
such lien or claim of lien;
(e) upon the termination or forfeiture of its interest in the Property,
leave the Property in a safe condition with all openings made by it
safeguarded in accordance with applicable statutes and regulations,
and will take all reasonable precautions to keep any main access
workings in an accessible and safe working condition;
(f) maintain the mining claims comprising the Property in good standing at
all times and apply all applicable work, to the extent possible, on
the Property as assessment work on the mineral claims comprised
thereof;
(g) provide to the Seller on or before December 31st during each year of
the Option period a report describing the Purchaser's exploration,
development and directly related activities on the Property, including
a statement of work performed and expenditures made in satisfaction of
the annual assessment work obligations;
(h) assume and discharge all responsibility and liability for reclamation
and/or environmental damage resulting from work performed on the
Property by the Purchaser, its employees, agents, associates,
affiliates, partners, joint venturers and assigns during the currency
of this Agreement, and post and maintain any bonds or securities as
may be required by the Ministry of Energy and Mines in respect of the
Purchaser's operations upon the Property.
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5.00 SELLER'S ROYALTY INTEREST:
5.01. PAYMENT OF ROYALTY:
Upon Commercial Production being achieved, the Purchaser shall pay to the
Seller a Royalty equal to 1.5 % of net smelter returns in accordance with
the provisions of SCHEDULE "B".
5.02. PURCHASER'S RIGHT TO PURCHASE AND EXTINGUISH 1 % OF PURCHASER'S ROYALTY:
The Seller hereby grants to the Purchaser an irrevocable option to purchase
and extinguish 1 % of the Seller's Royalty entitlement for the price of
$1,000,000, by delivering Notice of its Intention to do so to the Seller
within 120 days of Commercial Production being achieved. Upon Closing, the
Purchaser shall pay to the Seller the purchase price of $1,000,000, and the
Seller shall deliver to the Purchaser a Transfer Document and/or Release
whereby the Seller's Royalty Interest (equal to a one percent (1%) Net
Smelter Return) is transferred to the Purchaser, together with such other
assurances, certificates and documents as the Purchaser may reasonably
require.
6.00 TERMINATION:
6.01.The provisions of this paragraph shall apply on termination of this
Agreement pursuant to the terms of this paragraph and pursuant to the terms
of subparagraph 8.01 which deals with a default of the Purchaser hereunder:
(a) The Purchaser, when it has paid the sum of $4,000 as provided for in
subparagraph 3.02(a) hereof, may terminate this Agreement by giving
the Seller 30 days' notice.
(b) Except as expressly herein provided, upon termination, the Purchaser
shall cease to have any liabilities or obligations under this
Agreement, except for such liability or obligation, which theretofore
should have been performed.
(c) On termination of this Agreement the Purchaser shall:
(i) provide the Seller with copies of all maps, plans, drill core,
drill logs, reports and documents in its possession with respect
to the Property;
(ii) be granted by the Seller a period of 180 days following such
termination to remove any and all equipment placed on the
Property by the Purchaser, PROVIDED THAT, should it prove
impossible by reason of inclement weather conditions for the
Purchaser to effect such removal within such period, the
Purchaser shall be allowed such an additional period, not to
exceed 90 days, as may be reasonably required;
(iii)ensure that the mining claims comprising the Property shall be
in good standing for at least twelve (12) months following the
date of termination.
7.00 POWER TO CHARGE PROPERTY:
▇.▇▇.▇▇ any time after the Purchaser has exercised the Option, the Purchaser
may grant mortgages, charges or liens (each of which is herein called a
"Mortgage") of and upon the Property or any portion thereof, any mill or
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other fixed assets located thereon, and any or all of the tangible personal
property located on or used in connection with the Property to secure
financing of development of the Property, provided that, unless otherwise
agreed to by the Seller, it shall be a term of each Mortgage that the
mortgagee or any person acquiring title to the Property upon enforcement of
the Mortgage shall hold the same subject to the Royalty as if the mortgagee
or any such person had executed this Agreement as party of the first part.
8.00 DEFAULT:
8.01. CONSIDERATION DEFAULT:
Should the Purchaser fail to meet its obligations associated with
maintaining the Option in good standing as specified in paragraph 3.02, the
Seller may terminate this Agreement, but only if:
(a) it shall have first given to the Purchaser a notice of default
containing particulars of the obligation which the Purchaser has not
fulfilled; and
(b) the Purchaser does not, within 30 days following the delivery of such
notice of default, cure such default by fulfilling such obligation.
8.02. OTHER DEFAULTS:
The parties hereto agree that if the Purchaser is in default with respect
to any of the other provisions of the Agreement, the Seller may give notice
to the Purchaser, designating such default, and within 30 days after its
receipt of such notice, the Purchaser shall either:
(a) cure such default, or commence proceedings to cure such default and
prosecute the same to completion without undue delay; or
(b) give the Seller notice that it denies such default has occurred and
that it is submitting the question to arbitration as herein provided.
If arbitration is sought, a party shall not be deemed in default until the
matter shall have been determined finally by appropriate arbitration under
the provisions of paragraph 15 hereof.
If:
(a) the default is not so cured or a commencement made on proceedings to
cure it; and
(b) arbitration is not so sought; or
(c) the Purchaser is found in arbitration proceedings to be in default,
and fails to cure it or commence proceedings to cure it within 60 days
after the rendering of the arbitration award;
the Seller shall be entitled to seek any remedy it may have on account of
such default.
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9.00 ASSIGNMENT:
9.01.Subject to requirements of subparagraph 9.02 hereof, either party shall
have the right to assign all or any part of its interest in the Property
and under this Agreement. Neither party however shall assign any of its
rights or obligations under this agreement without the prior written
consent of the other party, such consent not to be unreasonably withheld.
▇.▇▇.▇▇ assignment of the rights, title or interest of either party hereunder
to a purchaser, assignee or transferee shall become effective until such
purchaser, assignee or transferee shall have delivered to each of the
Seller and the Purchaser its agreement, related to this Agreement,
containing:
(a) a covenant by such purchaser, assignee or transferee to perform all of
the obligations of the party whose interest it is receiving under this
Agreement to the same extent as if this Agreement had been originally
executed by it;
(b) a provision restricting any further sale, assignment or transfer to
the restrictions contained in this paragraph 9.
10.00 AREA OF INTEREST:
10.01. The mineral rights to any ground or any interest therein within the
Area of Common Interest found to be unstaked or available for
acquisition and subsequently staked or acquired by one of the Parties
or an affiliate thereof, as defined in the Business Corporations Act
(British Columbia) shall become subject to this Agreement.
11.00 GOVERNMENTAL REQUIREMENTS:
11.01. The Purchaser shall be responsible, during the term of this Purchase
Agreement, for the compliance with all governmental rules and
regulations as may from time to time be in effect, and further the
Purchaser shall be responsible for the posting of any bonds necessary
for the reclamation or rehabilitation of the Property as required by
any governmental agency, and further the Purchaser hereby agrees to
obtain the consent of all governmental agencies and to obtain the
permits necessary for the carrying out of its operations and the Seller
hereby agrees to cooperate with the Purchaser in obtaining such permits
or licenses as may be required.
12.00 CONFIDENTIALITY OF INFORMATION:
12.01. The parties hereto shall treat all data, reports, records and other
information relating to this Agreement as confidential. While this
Agreement is in effect neither party hereto shall, without the express
written consent of the other, disclose to any third party any
information concerning the results of the operations hereunder nor
issue any press releases concerning this Agreement or its exploration
operations except where such disclosure is mandatory under the law or
is deemed necessary by the Purchaser's counsel for the satisfaction by
the Purchaser of its obligations under applicable securities laws and
regulations. Due consideration shall be given to present and future
governmental regulations with respect to such data disclosures.
13.00 FORCE MAJEURE:
13.01. Neither of the Parties hereto shall be deemed to be in default in
respect of non-performance of its obligations hereunder if and so long
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as its non-performance is due to strikes, lockouts, fire, explosion,
tempest, unusually severe weather, inability after diligent effort to
obtain workmen or materials, acts of God, or any other cause (whether
similar or dissimilar to those enumerated) beyond its control, but lack
of finances shall in no event be deemed to be a cause beyond a Party's
control. Any Party prevented from carrying out any obligation by force
majeure shall promptly give the other Party notice of the force
majeure, including reasonably full particulars thereof. A Party shall
use reasonable diligence to remedy a force majeure, but shall not be
required against its better judgment to settle any labour dispute or
contest the validity of any labour regulation.
14.00 NOTICES:
14.01. Any notice required or permitted hereunder shall be sufficiently given
if delivered, emailed, telecopied or sent by registered or certified
mail, postage prepaid to the parties hereto addressed as follows:
If to the Seller: Cazador Resources Ltd.
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇
If to the Purchaser: SAWADEE VENTURES, INC.
#▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇ ▇▇▇.
or such other address as the parties may from time to time designate
for themselves in writing, and such notice so delivered, emailed or
telecopied shall be deemed to have been received at the time of
delivery, emailing or telecopying or at the latest on the business day
following the delivery, emailing or telecopying, or on the third
business day following the mailing thereof, provided that if between
the time of mailing and actual receipt of the notice there is a mail
strike, slow-down or other labour dispute which might affect delivery
of the notice by mail, then the notice will be effective only if
actually delivered.
15.00 ARBITRATION:
15.01. In the event that there is any disagreement, dispute, controversy
(hereinafter collectively called a "Dispute") between the parties
hereto with respect to any matter arising under this Agreement or
bearing upon the construction or interpretation hereof, then the
dispute shall be referred to and determined by arbitration
("Arbitration").
15.02. The Arbitration shall be conducted in accordance with the COMMERCIAL
ARBITRATION ACT of British Columbia and the decision of the arbitrator
or arbitration committee shall be made within 45 days following the
appointment of the arbitrator or the constitution of the committee and
such decision shall be conclusive and binding upon each of the parties
hereto.
15.03. The costs of the Arbitration shall be borne equally between the parties
hereto to the dispute unless otherwise determined by the arbitrator or
the arbitration committee in the written award.
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16.00 APPLICABLE LAW:
16.01. This Agreement shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable therein.
All references to currency, unless otherwise stated, are in American
dollars.
17.00 FURTHER ASSURANCES:
17.01 Each of the Parties hereto shall, from time to time and at all times,
do such further acts and deliver all such further assurances, deeds and
documents as shall be reasonably required in order to fully perform and
carry out the terms of this Agreement.
18.00 ENTIRE AGREEMENT:
18.01. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes all prior agreements,
memoranda, correspondence, communications, negotiations and
representations, whether oral or written, express or implied, statutory
or otherwise between the parties or any of them with respect to the
subject matter hereof.
19.00 ALTERATIONS AND ADDITIONS:
19.01. If, at any time during the currency of this Agreement, the parties
hereto shall mutually deem it necessary or expedient to make any
alteration or addition to this Agreement they shall do so by means of a
supplemental written agreement between them, executed in the same
manner as this instrument.
20.00 ENUREMENT:
20.01. All terms, covenants, provisions and conditions of this Agreement shall
run with and be binding upon the Property during the term hereof, and
will enure to the benefit of and be binding upon the parties hereto,
their respective successors at law and assigns.
21.00 TIME OF THE ESSENCE:
21.01. Time shall be of the essence of this Agreement.
22.00 SUCCESSORS AND ASSIGNS:
22.01. This Agreement shall be binding upon and shall enure to the benefit of
each of the Parties hereto, their heirs, executors, administrators and
permitted successors and assigns.
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23.00 COUNTERPARTS:
23.01. This Agreement may be signed in counterparts. Copies of this Agreement,
each signed by one or more of the parties hereto, shall, together with
copies signed by all other parties, constitute a complete Agreement.
23.02. Subject to Exchange Approval
This Agreement and the Purchaser's performance of its covenants
hereunder may be subject to receipt of approval from the appropriate
stock exchange.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.
SIGNED, SEALED AND DELIVERED by ▇▇▇▇
▇▇▇▇▇▇ in the presence of: )
)
)
)
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Witness ) ▇▇▇▇ ▇▇▇▇▇▇
) on behalf of Cazador Resources Ltd.
Address )
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Occupation )
SIGNED, SEALED AND DELIVERED by
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) ▇▇▇▇▇▇▇ E, FORD ) on
) behalf of Sawadee Ventures, Inc.
Witness )
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Address )
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Occupation )
THIS IS SCHEDULE "A" TO A PROPERTY PURCHASE AGREEMENT MADE BETWEEN CAZADOR
RESOURCES LTD AS SELLER AND SAWADEE VENTURES INC. AS PURCHASER AS OF THE 31ST
DAY DECEMBER 31, 2006;
Tenure Number Type Claim Name Good Until Area (ha)
------------- ---- ---------- ---------- ---------
539661 Mineral LAV GOLD 1 20070820 495.653
539662 Mineral LAV GOLD 2 20070820 123.939
539663 Mineral LAV GOLD 3 20070820 123.887
Total Area: 743.479 ha
[CLAIM MAP]
THIS IS SCHEDULE "B" TO A PROPERTY PURCHASE AGREEMENT MADE BETWEEN CAZADOR
RESOURCES ▇▇▇.▇▇ SELLER AND SAWADEE VENTURES INC . AS PURCHASER AS OF THE 31ST
DAY DECEMBER 31, 2006;
NET SMELTER RETURN ROYALTY
1. INTERPRETATION:
Where used herein:
(a) "AGREEMENT" shall mean the above referenced agreement, including any
amendments thereto or renewals or extensions thereof.
(b) "FISCAL PERIOD" shall mean each calendar year or other period of
twelve consecutive months adopted for tax purposes by the Purchaser
during the term of the Agreement.
(c) "PROPERTY" shall mean the Property as defined in the Agreement.
(d) "ROYALTY" shall mean 1.5% of Net Smelter Returns.
All other defined terms used in this SCHEDULE "B" which are not defined herein
have the meanings ascribed thereto in the Agreement.
2. NET SMELTER RETURNS:
"NET SMELTER RETURNS" shall mean the actual proceeds received from any mint,
smelter, refinery or other purchaser from the sale of Mineral Products or
proceeds received from an insurer in respect of Mineral Products, after
deducting from such proceeds the following charges to the extent that they were
not deducted by the purchaser in computing payments:
(a) smelting and refining charges;
(b) penalties, smelter assay costs and umpire assay costs;
(c) cost of freight and handling of ores, metals or concentrates from the
Property to any mint, smelter, refinery, or other purchaser;
(d) marketing costs, including hedging adjustments;
(e) costs of insurance in respect of the Mineral Products;
(f) customs duties, severance tax, royalties, Ad valorem or mineral taxes
or the like and export or import taxes or tariffs payable in respect
of the Mineral Products.
3. PAYMENT:
(a) The Royalty shall be calculated and paid on a quarterly basis within
45 days after the end of each quarter of the Fiscal Period in respect
of the actual proceeds received in such fiscal quarter.
(b) Each payment of Royalty will be accompanied by an unaudited statement
indicating the calculation of the Royalty hereunder in reasonable
detail and the Seller will receive, within 3 months of the end of each
Fiscal Period, an annual summary unaudited statement (an "Annual
Statement") showing in reasonable detail the calculation of the
Royalty for the last completed Fiscal Period and showing all credits
and deductions added to or deducted from the amount due to the holder
of the Royalty.
(c) The Seller will have 45 days from the time of receipt of the Annual
Statement to question the accuracy thereof in writing and, failing
such objection, the Annual Statement will be deemed to be correct and
unimpeachable thereafter.
(d) If the Annual Statement is questioned by the Seller, and if such
questions cannot be resolved between the Seller and the Purchaser, the
Seller will have 12 months from the time of receipt of the Annual
Statement to have such audited, which will initially be at the expense
of the Seller.
(e) The audited Annual Statement will be final and determinative of the
calculation of the Royalty for the audited period and will be binding
on the parties. Any overpayment of Royalty will be deducted by the
Purchaser from future payments of Royalty and any underpayment of
Royalty will be paid forthwith by the Purchaser upon it receiving the
audited Annual Statement.
(f) The costs of the audit will be borne by the Seller if the Purchaser's
Annual Statement was accurate within 1% or overstated the Royalty
payable by greater than 1% and will be borne by the Purchaser if such
statement understated the Royalty payable by greater than 1%. If the
Purchaser is obligated to pay for the audit it will forthwith
reimburse the Seller for any of the audit costs which it had paid.
(g) The Seller will be entitled to examine, on reasonable notice and
during normal business hours, such books and records as are reasonably
necessary to verify the payment of the Royalty to it from time to
time, provided however that such examination shall not unreasonably
interfere with or hinder the Purchaser's operations or procedures.