CRATER CREEEK FARMOUT AGREEMENT
CRATER CREEEK FARMOUT
AGREEMENT
THIS
AGREEMENT made as of the 6th day
of August, 2009
BETWEEN:
SPEEBO INC., a body corporate,
incorporated under the laws of the State of Delaware (hereinafter called
"Speebo");
- and
-
▇▇▇▇▇▇ MINING CORP, a body
corporate, incorporated under the laws of Nevada (hereinafter called
"BUYER");
WHEREAS
Speebo has agreed to farmout its 100% undivided interest in the Crater Creek
property claims near Atlin, British Columbia (hereinafter called the
“Acquisition Lands”) as set forth in the attached Schedule "A" to BUYER on the
terms and conditions set out in this Agreement;
NOW
THEREFORE that in consideration of the mutual covenants including, but not
limited to the consideration set out in the clause herein entitled
"Consideration", contained in this Agreement the Parties agree as
follows:
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1.
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DEFINITIONS
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In this
Agreement, unless the context otherwise requires:
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(a)
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"Agreement"
means this Acquisition agreement including the schedules attached
hereto;
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(b)
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"Acquisition
Lands" means those lands as set out in the attached Schedule "A",
which are offered for mining purposes only. It is understood that
ownership of the title to it does not include ownership of the surface
rights or the right to use the surface for residential or recreational
purposes;
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(c)
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"Party" means a
party to this Agreement "Parties" means all parties to this
Agreement;
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(d)
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"Permitted
Encumbrances" means:
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(i)
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liens
for taxes, assessments and governmental charges which are not due or the
validity of which is being diligently contested in good faith by or on
behalf of Speebo,
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(ii)
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liens
incurred or created in the ordinary course of business as security in
favor of the person who is conducting the development or operation of the
Acquisition Lands to which such liens relate for Speebo’s proportionate
share of the costs and expenses of such development or
operation,
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(iii)
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mechanics',
builders' and materialmen's liens in respect of services rendered or goods
supplied for which payment is not
due,
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(iv)
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easements,
rights of way, servitudes and other similar rights in land (including
without limitation rights of way and servitudes for highways and other
roads, railways, sewers, drains, gas and oil pipelines, gas and water
mains, electric light, power, telephone, telegraph and cable television
conduits, poles, wires and cables) which do not materially impair the use
of the Acquisition Lands affected
thereby,
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(v)
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the
right reserved to or vested in any municipality or government or other
public authority by the terms of any lease, license, franchise, grant or
permit or by any statutory provision, to terminate any such lease,
license, franchise, grant or permit or to require annual or other periodic
payments as a condition of the continuance
thereof,
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(vi)
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rights
of general application reserved to or vested in any governmental authority
to levy taxes on the or any of them or the income therefrom, and
governmental requirements and limitations of general application as to
production rates on the operations of any property,
and
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(vii)
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statutory
exceptions to title, and the reservations, limitations, provisos and
conditions in any original grants from the Crown of any of the mines and
minerals within, upon or under the Acquisition Lands;
and
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(e)
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"this Agreement",
"herein", "hereto", "hereof" and similar expressions mean and refer
to this Agreement.
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2.
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INTERPRETATION
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(a)
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The
expressions "Section", "Subsection", "Clause", "Subclause", "Paragraph"
and "Schedule" followed by a number or letter or combination thereof mean
and refer to the specified section, subsection, clause, subclause,
paragraph and schedule of or to this
Agreement.
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(b)
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The
division of this Agreement into sections, subsections, clauses, subclauses
and paragraphs and the provision of headings for all or any thereof are
for convenience and reference only and shall not affect the construction
or interpretation of this
Agreement.
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(c)
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When
the context reasonably permits, words suggesting the singular shall be
construed as suggesting the plural and vice versa, and words suggesting
gender or gender neutrality shall be construed as suggesting the
masculine, feminine and neutral
genders.
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(d)
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There
are appended to this Agreement the following schedules pertaining to the
following matters:
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Schedule
"A" - Acquisition
Lands
Schedule
"B" - Net
Smelter Royalty
Such
schedules are incorporated herein by reference as though contained in the body
hereof. Wherever any term or condition of such schedules conflicts or
is at variance with any term or condition in the body of this Agreement, such
term or condition in the body of this Agreement shall prevail.
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(e)
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All
losses, costs, claims, damages, expenses and liabilities in respect of
which a Party has a claim pursuant to this Agreement include without
limitation reasonable legal fees and disbursements on a solicitor and
client basis.
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3.
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CONSIDERATION
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As
consideration for BUYER earning a 100% undivided interest to the Acquisition
Lands:
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(a)
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BUYER
hereby agrees to pay to Speebo the sum of $12,500 CDN upon execution of
this Agreement, such payment not to be refunded to BUYER under any
circumstances. Of this amount, $2,500 CDN shall be deducted as
a finder’s fee to a mutually-agreeable 3rd
party.
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4.
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COMMITMENT
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BUYER
agrees to expend up to one million five hundred thousand Dollars ($1,500,000
CDN) over three years as exploration expenditures (the “Exploration Program”),
exclusive of tax thereon, on the Acquisition Lands, with the first year to be a
minimum of $250,000 CDN.
It is
further agreed that BUYER shall re-imburse Speebo for any claim renewal fees due
to the Province of British Columbia during the term of the
agreement.
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5.
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EARNED
INTEREST
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Upon
completion of the Exploration Program, BUYER shall have earned 100% of Speebo's
undivided interest in the Acquisition Lands, subject to the net smelter
royalties described in section 6 herein (the "Earned Interest").
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6.
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NET
SMELTER ROYALTY
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BUYER
shall grant to Speebo a 2.0% net smelter royalty on all production from the
Acquisition Lands, in accordance with the terms and conditions set out in
Schedule "B" hereto.
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7.
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DEFAULT
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Should
BUYER default under this Agreement then Speebo will provide written notice to
BUYER with specific details of such defaults or failures. After
receiving said notice, BUYER shall have 60 days to remedy such default. Should
BUYER fail to remedy the default within the 60 day period, BUYER shall forfeit
any rights it has to the Acquisition Lands and this Agreement shall be
terminated.
BUYER may
elect to terminate this agreement at any time upon 30 days written notice to
Speebo, and at no penalty.
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8.
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REPRESENTATIONS
AND WARRANTIES OF SPEEBO
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Speebo
makes the following representations and warranties to BUYER, no claim in respect
of which shall be made or be enforceable by BUYER unless written notice of such
claim, with reasonable particulars, is given by BUYER to Speebo within a period
of twelve (12) months from the date hereof:
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(a)
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Speebo
is duly incorporated and is validly subsisting under the laws of the State
of Delaware.
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(b)
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Speebo
is the legal and registered beneficial owner of all of its stated
interests in the Acquisition Lands, and such interests are free of any
liens, claims, charges, security interests or encumbrances of any kind
whatsoever, except for the Permitted
Encumbrances;
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(c)
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there
are no actions, suits, proceedings or claims existing or, to the best of
the knowledge, information and belief of Speebo pending or threatened with
respect to or in any manner challenging ownership of interest in any of
the Acquisition Lands, or which might reasonably be expected to result in
a material impairment or loss of the Acquisition Lands, or the proposed
disposition of interest in the Acquisition
Lands;
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(d)
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Speebo
is in material compliance with all applicable laws, rules, regulations,
orders and statutes applicable to it, the interest in the Acquisition
Lands or the operation of the Acquisition Lands, and Speebo has not
received any notice of any violation, and there is no basis for assertion
of any violation, of any applicable law, order, rule, regulation, writ,
injunction or decree of any court, governmental or conservation authority
or any statute, and Speebo holds, in good standing, all licenses,
registrations and qualifications
required;
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(e)
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the
execution and delivery of this letter agreement and the consummation of
the transaction contemplated herein will not, as a result of Speebo’s
involvement, violate nor be in conflict with any provision of any material
agreement or instrument to which Speebo is a party or is bound or, to the
best of the knowledge of Speebo, any judgment, decree, order, statute,
rule or regulation applicable to Speebo and no authorizations, approvals
or consents are required for the consummation of the transaction
contemplated herein by Speebo; and
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(f)
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Speebo
is a non-resident of Canada within the meaning of the Income Tax Act
(Canada).
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9.
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REPRESENTATIONS
AND WARRANTIES OF BUYER
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BUYER
makes the following representations and warranties to Speebo, no claim in
respect of which shall be made or be enforceable by Speebo unless written notice
of such claim, with reasonable particulars, is given by Speebo to BUYER within a
period of twelve (12) months from the date hereof:
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(a)
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BUYER
is duly incorporated and is validly subsisting under the laws of
Nevada,
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(b)
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there
is no action, suit, litigation, arbitration, investigation, inquiry or
other proceeding in progress, or, to the best of BUYER’s knowledge,
pending or threatened against or relating to BUYER or its material assets
and there is no circumstance, matter or thing known to BUYER which might
give rise to any such proceeding or to any governmental investigation
relative to BUYER and there is not outstanding against BUYER any judgment,
decree, injunction, rule or order of any court, government department,
commission, agency or arbitrator;
and
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(c)
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BUYER
has the requisite power, capacity and authority to enter into this letter
agreement (and all other agreements and documents required to be delivered
hereunder) on the terms and conditions herein set
forth.
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10.
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INDEMNITIES
FOR REPRESENTATIONS AND WARRANTIES
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(a)
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Speebo
shall be liable to BUYER for and shall, in addition, indemnify BUYER from
and against, all losses, costs, claims, damages, expenses and liabilities
suffered, sustained, paid or incurred by BUYER which would not have been
suffered, sustained, paid or incurred had all of the representations and
warranties contained in Section 8 been accurate and truthful, provided
however that nothing in this Subsection 10(a) shall be construed so as to
cause Speebo to be liable to or indemnify BUYER in connection with any
representation or warranty contained in Section 8 if and to the extent
that BUYER did not rely upon such representation or
warranty.
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(b)
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BUYER
shall be liable to Speebo for and shall, in addition, indemnify Speebo
from and against, all losses, costs, claims, damages, expenses and
liabilities suffered, sustained, paid or incurred by Speebo which would
not have been suffered, sustained, paid or incurred had all of the
representations and warranties contained in Section 9 been accurate and
truthful, provided however that nothing in this Subsection 10(b) shall be
construed so as to cause BUYER to be liable to or indemnify Speebo in
connection with any representation or warranty contained in Section 9 if
and to the extent that Speebo did not rely upon such representation or
warranty.
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(c)
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Notwithstanding
any other provision in this Agreement, Speebo shall not be liable to or be
required to indemnify BUYER in respect of any losses, costs, claims,
damages, expenses and liabilities suffered, sustained, paid or incurred by
BUYER in respect of which BUYER is liable to and has
indemnified pursuant to subsection
10(b).
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11.
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COVENANTS
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During
the currency of this Agreement, the Parties shall:
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(a)
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not
do any other act or thing which would or might in any way adversely affect
the rights of the Parties
hereunder,
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(b)
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make
available to all Parties and their representatives all available relevant
technical data, geotechnical reports, maps, digital files and other data
with respect to the Acquisition Lands in Parties' possession or control,
including soil samples, and all records and files relating to the
Acquisition Lands and permit Parties and their representatives at their
own expense to take abstracts therefrom and make copies
thereof;
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(c)
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promptly
provide all Parties with any and all notices and correspondence received
from government agencies in respect of the Acquisition Lands;
and
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(d)
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cooperate
fully with each other in conducting exploration and in obtaining any
surface and other rights on or related to the Acquisition Lands as is
reasonably required.
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12.
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DISPOSITION
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Any sale,
assignment or transfer by a Party of all or any part of its rights or
obligations hereunder shall include a provision whereby the purchaser, successor
or assignee, as the case may be, shall agree to assume the rights and be subject
to all the liabilities and obligations of the transferring Party under this
Agreement.
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13.
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REGISTRATION
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BUYER
shall have the right to register notice of this Agreement for the sole purpose
of giving notice of its rights under this Agreement to the applicable ministries
of the British Columbia Government.
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14.
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FURTHER
ASSURANCES
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Each
Party will, from time to time and at all times hereafter upon request, without
further consideration, 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.
It should
be further noted within this Agreement that Speebo is not qualified by education
or experience to make any judgments on the economic viability of the mining
claims or minerals contained there-in, and as such will be held harmless for any
information provided both verbal and written, expressed or implied, with regard
to the economic, technical, or geological aspects of the Acquisition
Lands. Any such conclusions are the product of BUYER’s own due
diligence, of which it bears sole responsibility.
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15.
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ENTIRE
AGREEMENT
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The
provisions contained in any and all documents and agreements collateral hereto
shall at all times be read subject to the provisions of this Agreement and, in
the event of conflict, the provisions of this Agreement shall
prevail. No amendments shall be made to this Agreement unless in
writing, executed by the Parties. This Agreement supersedes all other
agreements, documents, writings and verbal understandings between the Parties
relating to the subject matter hereof and expresses the entire agreement of the
Parties with respect to the subject matter hereof.
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16.
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GOVERNING
LAW
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This
Agreement shall, in all respects, be subject to, interpreted, construed and
enforced in accordance with and under the laws of the Province of British
Columbia and applicable laws of Canada and shall, in all respects, be treated as
a contract made in the Province of British Columbia. The Parties
irrevocably attorn and submit to the exclusive jurisdiction of the courts of the
Province of British Columbia and courts of appeal therefrom in respect of all
matters arising out of or in connection with this Agreement.
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17.
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ENUREMENT
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This
Agreement shall be binding upon and shall enure to the benefit of the Parties
and their respective administrators, trustees, receivers, successors and
assigns.
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18.
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TIME
OF THE ESSENCE
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Time
shall be of the essence in this Agreement.
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19.
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NOTICES
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The
addresses for service and the fax numbers of the Parties shall be as
follows:
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BUYER
-
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▇▇▇▇▇▇
MINING CORP
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▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇
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Fax
No.: ▇▇▇-▇▇▇-▇▇▇▇
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Speebo
-
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇
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Attention: ▇▇▇▇▇
▇▇▇▇▇▇▇
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Fax
No.: ▇▇▇-▇▇▇-▇▇▇▇
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All
notices, communications and statements required, permitted or contemplated
hereunder shall be in writing, and shall be delivered as follows:
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(a)
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by
personal service on a Party at the address of such Party set out above, in
which case the item so served shall be deemed to have been received by
that Party when personally served;
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(b)
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by
facsimile transmission to a Party to the fax number of such Party set out
above, in which case the item so transmitted shall be deemed to have been
received by that Party when transmitted;
or
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(c)
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except
in the event of an actual or threatened postal strike or other labor
disruption that may affect mail service, by mailing first class registered
post, postage prepaid, to a Party at the address of such Party set out
above, in which case the item so mailed shall be deemed to have been
received by that Party on the fifth day following the date of
mailing.
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A Party
may from time to time change its address for service or its fax number or both
by giving written notice of such change to the other Party.
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20.
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CURRENCY
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All
references to currency herein shall be deemed to be United States currency,
unless otherwise indicated.
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21.
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EXECUTION
BY COUNTERPART AND FACSIMILIE
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(a)
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This
Agreement may be executed in counterpart, no one copy of which need be
executed by the Parties. A valid and binding contract shall
arise if and when counterpart execution pages are executed and delivered
by the Parties
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(b)
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The
Parties will be entitled to rely upon delivery by facsimile machine of
executed copies of the executed Agreement will be legally effective to
create a valid and binding agreement between the Parties in accordance
with the terms hereof.
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IN
WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year written above.
SPEEBO
INC.
Per: _/s/
Perry Leopold___________________
▇▇▇▇▇
▇▇▇▇▇▇▇, CEO
▇▇▇▇▇▇ MINING
CORP
Per:
___/s/ ▇▇▇▇▇▇ Thayer________________
▇▇▇▇▇▇
▇▇▇▇▇▇, President
Witness
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1.
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This is
Schedule "A" attached to and forming part of a Acquisition Agreement made as of
the 6th day
of August, 2009 between SPEEBO
INC and ▇▇▇▇▇▇ MINING
CORP.
ACQUISITION
LANDS
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Tenure
Number
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Type
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Claim Name
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Good Until
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Area (ha)
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601706
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Mineral
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MOUNT
▇▇▇▇▇▇▇
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20100327
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375.225
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601734
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Mineral
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CRATER
CREEK
|
20100327
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407.872
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601735
|
Mineral
|
CRATER
CREEK 2
|
20100327
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195.765
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Tenure
Number
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Type
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Claim Name
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Good Until
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Area (ha)
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601706
|
Mineral
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MOUNT
▇▇▇▇▇▇▇
|
20100327
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375.225
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601734
|
Mineral
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CRATER
CREEK
|
20100327
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407.872
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601735
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Mineral
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CRATER
CREEK 2
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20100327
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195.765
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Total
Area: 978.862 ha
This is
Schedule "B" attached to and forming part of a Acquisition Agreement made as of
the 6th day
of August, 2009 between SPEEBO
INC and ▇▇▇▇▇▇ MINING
CORP.
NET SMELTER RETURNS ROYALTY
AGREEMENT
THIS
AGREEMENT made as of the 6th day
of August, 2009
BETWEEN:
_ ▇▇▇▇▇▇ MINING
CORP,
(hereinafter
called the "Owner");
- and
-
_ SPEEBO,
INC.,
(hereinafter
called "Royalty Holder").
WHEREAS
pursuant to a Acquisition agreement dated August 6, 2009 between Speebo Inc and
▇▇▇▇▇▇ MINING CORP (the "Acquisition Agreement"), the Owner has
acquired an undivided 100% interest in the Acquisition Lands;
AND
WHEREAS pursuant to the Acquisition Agreement, the Owner shall grant the Royalty
Holder the Net Smelter Royalty on all production from the Acquisition
Lands;
NOW
THEREFORE that in consideration of the Acquisition Agreement, and the mutual
covenants contained in this Agreement the Parties agree as follows:
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1.
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DEFINITIONS
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In this
Agreement, unless the context otherwise requires:
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(a)
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"Agreement"
means this Net Smelter Returns Royalty
Agreement;
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(b)
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"Commencement of
Commercial Production"
means:
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(i)
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If
a Mill is located on the Acquisition Lands, the last day of a period of
forty (40) consecutive days in which for not less than thirty (30) days
such Mill processed ore from the Acquisition Lands at seventy-five percent
(75%) of its rated concentrating capacity,
or
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(ii)
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If
no Mill is located on the Acquisition Lands, the last day of the first
period of thirty (30) consecutive days during which ore has been shipped
from the Acquisition Lands on a reasonably regular basis for the purposes
of earning revenues, but no period of time during which ore or concentrate
is shipped from the Acquisition Lands for testing purposes, and no period
of time during which milling operations are undertaken as initial tune-up,
shall be taken into account in determining the date of Commencement of
Commercial Production;
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(c)
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"Acquisition
Lands" means those lands as set out in Schedule "A" of the
Acquisition Agreement;
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(d)
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"Mill" means the
crusher, concentrator and other processing facilities constructed on or in
proximity to the Acquisition Lands and used for the processing of
production from the Acquisition Lands, whether or not in conjunction with
or after production from any other mineral
property.
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(e)
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"Net Smelter
Returns" shall mean the aggregate of all payments from a smelter,
Reduction Works, refinery or other processor or bona fide purchaser
received for ores, concentrates or other products and minerals produced
from the Acquisition Lands after the deduction for all the following
costs, without duplication, related to such
payments:
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(i)
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all
charges by a smelter, Reduction Works, refinery or purchaser, including,
selling charges, treatment, smelting, or other Reduction Works charges,
penalties and all other deductions and expenses, but excluding all charges
by a Mill or incurred by the process or the milling of
ore,
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(ii)
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all
costs of transportation (except transportation costs associated with
moving material to an off-site Mill) incurred on all ores, concentrates or
other products and minerals produced, whether transported by the Owner or
a third party and including charges by common or contract carriers,
and
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(iii)
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the
amount of all federal and provincial taxes, but not income tax, imposed
upon or in connection with removal or sale of ores, concentrates or other
products and minerals, other than federal and provincial income
tax;
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(f)
|
"Party" means a
party to this Agreement "Parties" means all parties to this
Agreement;
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(g)
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"Reduction
Works" means any works in which concentrated, upgraded or
beneficiated minerals are refined;
and
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(h)
|
this Agreement",
"herein", "hereto", "hereof" and similar expressions mean and refer
to this Agreement;
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2.
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NET
SMELTER ROYALTY
|
As of the
Commencement of Commercial Production, the Owner shall pay to the Royalty Owner
two percent (2.0%) of Net Smelter Returns (the "Net Smelter Returns
Royalty").
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3.
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CLAW
BACK
|
The Owner
may, at any time, elect to acquire 60% of the Net Smelter Returns Royalty on
payment of US$ 1,000,000.00 to the Royalty Owner.
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4.
|
PAYMENT
|
Payments
on account of the Net Smelter Returns Royalty shall be made by the Owner monthly
on or before the first day of each calendar month following the month in which
settlement is made by smelter or other purchaser of ores, concentrates or other
products and minerals produced from the Acquisition Lands, and each such payment
shall be accompanied by a complete copy of settlement schedules received from
the said smelter or other purchaser.
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5.
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SALES
TO AN AFFILILATE
|
In the
event that the ores, concentrates or other products and minerals are sold to, or
are treated at, a smelter or Reduction Works owned or operated by the Owner or
any "affiliate" (as defined in the Business Corporations Act
(British Columbia)) of the Owner, the prices received, and the charges levied
for processing services, shall be included in the calculations used to compute
Net Smelter Returns, but the prices received shall not be less than those which
could be received if negotiated on an arm’s length basis, and the charges shall
not exceed the average to the highest and lowest charges charged for similar
processing services at the nearest two smelters or Reduction Works in which
ores, concentrates or other products and minerals are sold to any person or
corporation dealing at arm’s length with the Owner.
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6.
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RECORDS
AND AUDIT
|
The Owner
shall keep separate, complete and accurate records pertaining to the calculation
of the royalty. The Royalty Holder shall bear the right, at all reasonable times
and upon reasonable notice to the Owner to audit books and records of the Owner
with respect to determination of the amounts due on account of the Net Smelter
Returns Royalty. In the event that any such audit reveals no significant
variance from the Owner’s calculations, the cost of such audit shall be borne by
the Royalty Holder. If, however, the audit reveals a significant variance from
the Owner’s calculations, the Owner shall be responsible for paying interest on
the amount of any shortfall at the prime rate plus 2% and in addition shall
reimburse the Royalty Holder for the costs of conducting the audit. A
significant variance is defined hereunder as a variance which results in an
additional amount becoming payable to the Royalty Holder, which amount is
equal to or greater than the cost of conducting the audit which
revealed the variance.
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7.
|
FURTHER
ASSURANCES
|
Each
Party will, from time to time and at all times hereafter upon request, without
further consideration, 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.
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8.
|
GOVERNING
LAW
|
This
Agreement shall, in all respects, be subject to, interpreted, construed and
enforced in accordance with and under the laws of the Province of British
Columbia and applicable laws of Canada and shall, in all respects, be treated as
a contract made in the Province of British Columbia. The Parties
irrevocably attorn and submit to the exclusive jurisdiction of the courts of the
Province of British Columbia and courts of appeal therefrom in respect of all
matters arising out of or in connection with this Agreement.
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9.
|
ENUREMENT
|
This
Agreement shall be binding upon and shall enure to the benefit of the Parties
and their respective administrators, trustees, receivers, successors and
assigns.
IN
WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year written above.
SPEEBO
INC.
Per:
___/s/ Perry Leopold__________________
▇▇▇▇▇
▇▇▇▇▇▇▇, CEO
▇▇▇▇▇▇ MINING
CORP
Per:
___/s/ ▇▇▇▇▇▇ Thayer__________________
▇▇▇▇▇▇
▇▇▇▇▇▇, President
Witness