PURCHASE AND SALE AGREEMENT BETWEEN SOM RESOURCES INC. AND MULTI METAL MINING CORP. Dated as of the 10th day of April 2005.
BETWEEN
AND
MULTI METAL MINING CORP.
Dated as of the 10th day of April 2005.
THIS AGREEMENT made as of the 10th day of April, 2005
AMONG:
SOM RESOURCES INC., a company existing under the laws of the State of Nevada and having its head office at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx X0X 0X0 (“Som”)
AND:
MULTI METAL MINING CORP., a company existing under the laws of the State of Nevada and having its head office at 0000 Xxxxx Xxxxxxx Xxx., Xxxxx 0, Xxx Xxxxx Xxxxxx, 00000-0000 (the “Vendor”)
WHEREAS:
| A. | The Vendor holds, directly or indirectly, interests
in certain mineral exploration claims located in the State of Nevada;
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| B. | The Vendor wishes to sell and Som wishes to purchase
a 100% interest in the Property on the terms and conditions contained
in this Agreement. |
In consideration of the premises, covenants and agreements contained in this Agreement, the parties covenant and agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions
For the purposes of this Agreement and the recitals in and Schedule to this Agreement, unless the context otherwise requires, the following words and phrases will have the meanings indicated below:
| (a) | “Agreement” means this Agreement including
the recitals and Schedule hereto, which are incorporated by this reference,
as amended and supplemented; |
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| (b) | “Property” means the mineral exploration
claims located in the State of Nevada, USA and listed in Schedule 1 hereto;
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| (c) | “Purchase Price” means the $3,000,
US Dollars, purchase price for the Property as contemplated in this Agreement;
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| (d) | “The Vendor” means Multi Metal Mining
Corp., a company incorporated and existing under the laws of Nevada; |
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| (e) | “Som” means Som Resources Inc., a company
incorporated and existing under the laws of Nevada; |
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1.2 Interpretation
In this Agreement, except as otherwise expressed or provided or as the context otherwise requires:
| (a) | the headings and captions are provided for convenience
only and will not form a part of this Agreement, and will not be used
to interpret, define or limit the scope, extent or intent of this Agreement
or any of its provisions; and |
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| (b) | a reference to time or date is to the local time
or date in Xxxxxx, Xxxxxxx, Xxxxxx, unless specifically indicated otherwise;
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1.3 Amendment
No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein will be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed.
1.4 Waiver
No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) and no waiver will constitute a continuing waiver unless otherwise expressly provided.
1.5 Schedules
The following Schedules are attached hereto and form a part hereof:
| Schedule | Subject |
| 1 | Description of Property |
| 2 | Claim Map |
1.6 Currency
| All dollar ($) references in this Agreement
are to United States dollars. |
2. PURCHASE AND SALE
2.1 Purchase and Sale
Subject to the terms and conditions of this Agreement and based on the representations and warranties contained in this Agreement, Som hereby offers to purchase the Property from the Vendor and the Vendor hereby agrees to sell the Property to Som.
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2.2 Consideration
In consideration for the sale by the Vendor to Som of the Property, Som will pay the Purchase Price for the Property to the Vendor on the Closing date.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of The Vendor
The Vendor represents and warrants to and in favour of the Som as follows and acknowledges that Som is relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
| (a) | This Agreement has been duly executed and delivered
by the Vendor and constitutes a valid and binding obligation of the Vendor
in accordance with its terms; |
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| (b) | Schedules 1 and 2 hereto contain an accurate and
complete description of the Property; |
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| (c) | No person has any agreement or option or any right
or privilege (whether by law, pre-emptive or contractual) capable of becoming
an agreement or option for the purchase from the Vendor of any interest
in the Property; |
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| (d) | The entering into, execution, delivery and performance
by the Vendor of this Agreement will not violate or contravene or conflict
with or result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of the
terms and conditions of any contract, agreement, commitment, arrangement
or understanding pursuant to which the Vendor holds or has acquired its
interest in the Property or any other contract, agreement, commitment,
arrangement, understanding or restriction, written or oral, to which the
Vendor is a party or by which it is bound; |
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| (e) | To the best of the knowledge of the Vendor after
due enquiry, there are no legal conflicts of any nature and no investigations
or legal or administrative affairs pending against the Vendor in connection
with the Property or for any other cause and there is no pending or threatened
decree, decision, sentence, injunction, order or award of any court, arbitral
tribunal or governmental authority or any action, procedure, arbitration,
administrative or judicial investigation, actual or threatened, with respect
to the Vendor or the Property; |
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| (f) | The Vendor holds all right, title and interest in
and to the Property, and the Property is free of any lien, claim, pledge,
privilege, levy, lease, sublease or rights of any person and other than
government royalties, government work requirements and other conditions
imposed by a governmental authority; |
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3.2 Representations and Warranties of Som
Som represents and warrants to and in favour of the Vendor as follows and acknowledges that the Vendor are relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
| (a) | Som is a corporation duly incorporated and validly
subsisting and in good standing in the State of Nevada; |
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| (b) | Som has the corporate power and authority to enter
into this Agreement and to perform its obligations hereunder; |
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| (c) | The execution and delivery of this Agreement and
the completion of the transactions contemplated herein will constitute
a valid and binding obligation of Som enforceable against it in accordance
with its terms; |
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| (d) | The entering into, execution, delivery and performance
by the Som of this Agreement will not violate or contravene or conflict
with or result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of the
terms and conditions of any contract, agreement, commitment, arrangement,
understanding or restriction, written or oral, to which Som is a party
or by which it is bound or under the constating documents or directors’
or shareholders’ resolutions of Som; |
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4. CLOSING
4.1 Time and Place of Closing
The closing (the “Closing”) of this Agreement will take place at the offices of Som at 2:00 p.m. (London, Ontario time) on April 10, 2005.
4.2 Closing Documents
At Closing, the parties hereto will table the following documents:
| (a) | Documents of The Vendor: The Vendor will
table for delivery to Som title transfer documents relating to the Property
in a form acceptable to Som’s legal counsel. |
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| (b) | Documents of Som. Som will table for delivery
to the Vendor a certified check, or a check issued from an attorney’s
trust account for $3,000 made payable to the Vendor or its agents.
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5. TERMINATION
5.1 Mutual Termination
This Agreement may, prior to Closing, be terminated by the parties hereto by mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
Time is and will be of the essence of each and every provision of this Agreement.
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6.2 Finder’s Fees and Brokers’ Commission
Each of the parties hereto represents to the other that it has not incurred any liability for any finders’ fee or brokers’ commission in connection with the execution of this Agreement or the consummation of the transactions contemplated herein.
6.3 Expenses
Tao will be responsible for all fees and expenses in connection with the preparation, execution and delivery of this Agreement and the preparation and completion of all other agreements, documents, approvals and transactions contemplated by this Agreement.
6.4 Further Assurances
Each of the parties hereto will, whether before or after Closing and at the expense of Som, execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as may reasonably be required to carry out the full intent and meaning of this Agreement.
6.5 Entire Agreement
This Agreement and the Schedule hereto contain the whole agreement among the parties hereto in respect of the subject matter hereof and supersedes and replaces all prior negotiations, communications and correspondence between the parties hereto. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, statutory or otherwise, among the Vendor and Som other than as expressly set forth in this Agreement and the Schedule hereto.
6.6 Enurement
This Agreement will enure to the benefit of and be binding upon each of the parties hereto and their respective successors, liquidators and permitted assigns.
6.7 Assignment
No party hereto may assign any of its right, title or interest in, to or under this Agreement, nor will any such purported assignment be valid amongst the parties hereto, except with the prior written consent of all parties hereto, such consent not to be unreasonably withheld.
6.8 Governing Law
This Agreement will be construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. The parties hereto irrevocably attorn to the jurisdiction of the arbitrators and courts of the Province of Ontario, Canada and the venue for any actions or arbitrations arising out of this Agreement will be Xxxxxx, Xxxxxxx Xxxxxx.
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6.9 Notices
All notices, payments, and other required communications (“Notices”) to the parties hereto shall be in writing and shall be addressed respectively as follows:
| (a) | If to Som: | ||
| Som Resources Inc.. 000 Xxxxxxxx Xxxx Xxxxx. Xxxxxx, Xxxxxxx X0X 0X0 If to the Vendor: |
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| (b) | Multi Metal Mining Corp. 0000 Xxxxx Xxxxxxx Xxx., Xxxxx 0, Xxx Xxxxx Xxxxxx, 00000-0000 |
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All notices shall be given (i) by personal delivery to the party by leaving a copy at the place specified for notice with a receptionist or an apparently responsible individual, or (ii) by electronic facsimile communication. All notices will be effective and will be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours and, if not delivered during normal business hours, on the next business day following delivery, and (ii) if by electronic communication, on the next business day following receipt of the electronic communication. A party hereto may change its address for notice by notice to the other party.
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6.10 Counterparts
This Agreement, and any certificates or other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same documents, and all such counterparts will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto, and executed copies delivered to each party who is a party hereto or thereto. Such delivery may be made by facsimile transmission of the execution page or pages, hereof or thereof, to each of the other parties by the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or pages is forwarded by prepaid express courier to the other party by the party signing the particular counterpart.
The parties hereto have executed and delivered this Agreement as of the date first written above.
| SOM RESOURCES INC. | ||
| Per: | ||
| Xxxx Plexman | ||
| Director, President | ||
| MULTI METAL MINING CORP. | ||
| Per: | ||
| Xxxxx Xxxxxx | ||
| President | ||
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Schedule 1
Description of Property
| Claim Name | Miniming District | Co-ordinates |
| Hermosa Prospect | Yellow Pine, Xxxxx County, NV | 35 Degree 48’ 20” N Latitude |
| 115 Degree 30’ 45” Longitude |
Schedule 2
Claim map
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