EXHIBIT 10.22
OPTION AGREEMENT
THIS AGREEMENT, made on the 19th day of July, 2004,
BETWEEN:
Xxxxxxx X. Xxxxxx
XX Xxx 000
Xxxxxxx, XX
(hereinafter referred to as the "Optionor")
OF THE FIRST PART
-and-
NORD RESOURCES CORPORATION
X.X. XXX 000
Xxxxxxx, XX 00000
(hereinafter referred to as the "Optionee")
OF THE SECOND PART
WHEREAS the Optionor has agreed to grant to the Optionee an option to earn
a 100% interest in four un-patented mining claims, in Cochise County, Arizona,
more particularly describe (the "Property") as the Alpha-Omega #64, #65, #76, &
#77 (AMC-04061 8433 through 040618436) consecutively covering the historic Texas
Arizona Mine on the various terms and conditions set forth below;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of
the mutual covenants and agreements herein contained and the sum of $980.00
reimbursement for the claim staking cost (the receipt and sufficiency whereof is
hereby acknowledged), it is hereby agreed by and between the parties hereto as
follows:
1. Definitions. In this Agreement, unless something in the subject matter or
context is inconsistent therewith:
(a) "Agreement" means this agreement and all amendments made hereto in
accordance with the provisions hereof; and
(b) "Property" means the 4 un-patented mining claims known as the
Alpha-Omega #64, #65, #76, & #77 Texas Arizona Mine (TAM), Cochise County,
Arizona as described in the first paragraph.
2. Representations and Warranties
(a) The Optionor hereby represents and warrants to the Optionee that:
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(i) they have the power, capacity and authority to execute and deliver
this Agreement.
(ii) this agreement has been duly executed and delivered by them and
is a valid and binding obligation of the Optionor enforced in accordance with
its terms;
(iii) they are the sole recorded owner of the Property mineral rights,
with good and marketable title thereto; and
(iv) the property is free and clear of any and all liens, charges,
encumbrances, security interests, mortgages, royalties or other claims
(collectively, the "Encumbrance")
3. Grant of Option
(a) Subject to the provisions of this Agreement, the Optionor hereby gives
and grants to the Optionee the sole, exclusive and irrevocable right and option
of acquiring a 100% undivided interest in and to the Property free and clear of
all Encumbrances.
(b) Optionor retains the right to remove the mining equipment on the
property including the winch, headframe, track and equipment underground within
the first four years of this option. Notwithstanding any other terms of this
Agreement, removal of said equipment shall be at the sole risk and liability of
the Optionor. After the forth year Optionor will hold no claim on the remaining
aforementioned items.
(c) In order to maintain in force the option and earn the interest in the
Property provided for in subparagraph 3 (a) hereof, the Optionee must pay to the
Optionor:
$10,000 U.S. on the fourth anniversary date of this Agreement,
provided that the Optionee may accelerate the final payments. In the event that
the Optionee fails to make this payment on the forth anniversary, within the
respectable times limited therefore, this Agreement shall thereupon terminate
except as hereinafter provided and thereafter the Optionee shall have no right,
title or interest in and to the Property and shall have no further liabilities
or obligations to the Optionor hereunder, except as otherwise stated herein to
the contrary.
Optionee shall have the option to purchase the subject property at any time for
a total purchase price of $10,000 at any time during the four years.
4. Covenants
The Optionor covenants and agrees with the Optionee that during the
currency of the option hereby granted, subject to the Optionee having paid the
initial $980 staking cost reimbursement at signing:
(i) the optionee shall cause to be done all things that may be
required to keep the Property in good standing including the annual BLM holding
fees and county recording of assessment work.
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(ii) the optionee will conduct all exploration, development and mining
operations in, on and under the Property in good and workmanlike manner in
accordance with good mining and engineering practice and in compliance with all
applicable laws, regulations and orders;
(iii) the optionor will deliver copies of proof of filing all reports
and maps to the Optionee. Optionee will indemnify and save harmless the Optionor
from and against all and any losses, damages, expenses, claims, suits, actions
and demands of any kind.
5. Non-waiver
No delay or failure by a party to exercise any right under this Agreement, and
no partial or single exercise of that right, shall constitute a waiver of that
or any other right, unless otherwise expressly provided herein.
6. Default
If, during the currency of the option granted to it hereunder, the Optionee
shall default with respect to the making of payment provided for in
subparagraphs 3(a) and (c) hereof with in the times limited therefore, that
nonetheless notice of such default must be communicated in writing to Optionee
who shall have 30 days in which to cure the default.
7. Termination
Notwithstanding anything to the contrary contained in this Agreement, the
Optionee may, during the currency of the option granted hereunder, at any time
upon notice to the Optionor terminate this Agreement.
8. Transfer
Each party reserves the right to transfer or assign all or any part of their
rights under this agreement.
9. Notice
Any notice to be given hereunder shall be given in the United States by delivery
or by prepaid registered mail addressed to the parties at their respective
addresses set forth on page 1 hereof or to such other address or addresses as
the parties may notify each other from time to time and any notice given by
prepaid registered post shall be deemed to have been given and/or received on
the fourth day next following the posting thereof and any notice given by
delivery shall be deemed to have been given and/or received on the day of
delivery.
10. Time of Essence
Time shall be of the essence of this Agreement.
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11. Enurement
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors. This Agreement and any interest in the
Property shall be assignable by the Optionor and by the Optionee.
12. Applicable Law
This Agreement shall be interpreted and governed in accordance with the laws of
the State of Arizona.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto and there are no warranties,
representations or other agreements between the parties in
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
OPTIONOR:
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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OPTIONEE:
Nord Resources Corporation
/s/ Xxxxx Xxxxxxxxx
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Receipt from United States Department of the Interior, Bureau of Land Management
for $540.00 from Xxxxxxx X. Xxxxxx
Cash Receipt #027465 from Xxxxxxx Xxxxxx for $40.00 re Az. Notice of Location
Arizona Notice of Location (Location Claim) to Xxxxxxx X. Xxxxxx
re Alpha-Omega 77 lode mining claim
Map showing location of unpatented lode claims
Arizona Notice of Location (Location Claim) to Xxxxxxx X. Xxxxxx
re Alpha-Omega 76 lode mining claim
Map showing location of unpatented lode claims
Arizona Notice of Location (Location Claim) to Xxxxxxx X. Xxxxxx
re Alpha-Omega 65 lode mining claim
Map showing location of unpatented lode claims
Arizona Notice of Location (Location Claim) to Xxxxxxx X. Xxxxxx
re Alpha-Omega 64 lode mining claim
Map showing location of unpatented lode claims