MINERAL PROPERTY STAKING AND SALES AGREEMENT
THIS AGREEMENT dated for reference September 19, 2000.
BETWEEN:
XXXXXX XXXXXXXXX, 000 - 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
WHISTLER INVESTMENTS, INC., a body corporate,
duly incorporated under the laws of the Nevada and
having an office at 0000 Xxxx Xxxxxx Xxxx, Xxx Xxxxx,
Xxxxxx, 00000;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S:
A. The Vendor intends to stake 20 mineral claims units
approximately 20 kilometres west-northwest of Port Xxxxx on
Vancouver Island, Nanaimo Mining Division, British Columbia in an
area having the potential to contain copper-gold porphyry and/or
quartz-carbonate gold-sliver-base metal vein, shear or breccia
occurrences or deposits (collectively, the "Claims");
B. The parties have agreed that the Vendor will sell the
Claims to the Purchaser upon the terms and conditions hereinafter
set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the mutual covenants and provisos herein
contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
For the purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the
following words and phrases shall have the following meanings:
(a) "Agreement" means this Mineral Property Option
Agreement as entered into between the Vendor and the
Purchaser herein;
(b) "Commercial Production" means the operation of the
Claims or any portion thereof as a producing mine and
the production of mineral products therefrom (excluding
2
bulk sampling or pilot plant operations, if any) for a
period of 30 consecutive days at not less than 60% of
the plant's initial rated capacity;
(c) "Net Smelter Returns" means the net amount shown due by
the smelter or other place of sale from the sale of
mineral products, as indicated by its returns or
settlement sheets, after payment of (1) all freight
charges from the shipping point to the smelter or other
place of sale, (2) all other proper treatment or other
charges at such smelter or other place of sale, and (3)
federal or state royalties due and payable on
production, if any;
2. THE VENDOR'S REPRESENTATIONS
2.1 The Vendor represents and warrants to the Purchaser
that upon completion of the staking referred to in
Recital "A" to this Agreement:
(a) The Vendor will be the registered and beneficial owner
of the mineral interests comprising the Claims and will
hold the right to explore and develop the Claims;
(b) the Vendor, as beneficial owner of the Claims, will
hold all of the Claims free and clear of all liens,
charges and claims of others, subject to the Net
Smelter Returns royalty described below, and the Vendor
will have free and unimpeded right of access to the
Claims and have use of the Claims surface for the
herein purposes;
(c) The Claims will have been duly and validly located and
recorded in a good and miner-like manner pursuant to
the laws of British Columbia and will be in good
standing as of the date of this Agreement;
(d) There will be no adverse claims or challenges against
or to the Vendor's ownership of or title to any of the
Claims nor any basis therefor, and there will be no
outstanding agreements or options to acquire or
purchase the Claims or any portion thereof; and
2.2 The representations and warranties of the Vendor set
out in paragraph 2.1 above form a part of this Agreement and are
conditions upon which the Purchaser has relied in entering into
this Agreement and shall survive the acquisition of any interest
in the Claims by the Purchaser.
3. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor
that it is a body corporate, duly incorporated under the laws of
the State of Nevada with full power and absolute capacity to enter
into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to
give effect to the terms hereof.
4. SALE OF CLAIMS
4.1 The Vendor hereby agrees to sell a 100% undivided
right, title and interest in and to the Claims, subject to a 2%
Net Smelter Returns royalty, in consideration of the Purchaser
paying to
3
the Vendor the sum of $2,550 upon execution of this
Agreement and a further $2,600 by October 10, 2000.
4.2 Upon the receipt of these payments, the Vendor hereby
confirms that he will hold the Claims in trust for the Purchaser.
Thereafter, upon the request of the Purchaser, the Vendor shall
assist the Purchaser to record this Agreement with the appropriate
mining recorder and, when required, the Vendor shall further
provide the Purchaser with such recordable documents as the
Purchaser and its counsel shall require to record its due interest
in respect of the Claims.
5. AREA OF INFLUENCE
For the purpose of this Agreement, the area covered by
the Claims shall include an area of influence surrounding the
outer perimeter of the Claims to a maximum of two miles (the "Area
of Influence") and all mineral claims, interests or rights
acquired (collectively, the "Interests"), directly or indirectly,
within the Area of Influence within two years of the date of
signing of this Agreement by the Purchaser shall become part of
this Agreement, and shall be subject to the 2% Net Smelter Returns
royalty described in paragraph 6.
6. NET SMELTER RETURNS ROYALTY
6.1 On the date the Purchaser commences Commercial
Production on the Claims, the Vendor shall be entitled to receive
and the Purchaser shall pay to the Vendor 2% of Net Smelter
Returns.
6.2 The Purchaser shall be under no obligation whatsoever
to place the Claims into Commercial Production and in the event it
is placed into Commercial Production, the Purchaser shall have the
right, at any time, to curtail or suspend such production as it,
in its absolute discretion, may determine.
6.3 Net Smelter Returns and the payments payable to the
Vendor hereunder shall be adjusted and paid quarterly, and within
90 days after the end of each fiscal year during which the Claims
were in Commercial Production, the records relating to the
calculation of Net Smelter Returns during that fiscal year shall
be audited and any adjustments shall be made forthwith, and the
audited statements shall be delivered to the Vendor who shall have
60 days after receipt of such statements to question in writing
their accuracy and failing such question, the statements shall be
deemed correct.
6.4 For the purposes of paragraph 6.3, the Vendor or his
representatives duly appointed in writing shall have the right at
all reasonable times, upon written request, to inspect those books
and financial records of the Purchaser as are relevant to the
determination of Net Smelter Returns, and, at the expense of the
Vendor, to make copies thereof.
7. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all
acts or things necessary to implement and carry into effect the
provisions and intent of this Agreement.
4
8. FORCE MAJEURE
If the Purchaser is prevented from or delayed in
complying with any provisions of this Agreement by reasons of
strikes, labour disputes, lockouts, labour shortages, power
shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons
beyond the control of the Purchaser, the time limited for the
performance of the various provisions of this Agreement as set out
above shall be extended by a period of time equal in length to the
period of such prevention and delay, and the Purchaser, insofar as
is possible, shall promptly give written notice to the Vendor of
the particulars of the reasons for any prevention or delay under
this section, and shall take all reasonable steps to remove the
cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
9. CONFIDENTIAL INFORMATION
No information furnished by the Purchaser to the Vendor
hereunder in respect of the activities carried out on the Claims
by the Purchaser, or related to the sale of mineral products
derived from the Claims, shall be published by the Vendor without
the prior written consent of the Purchaser, but such consent in
respect of the reporting of factual data shall not be unreasonably
withheld.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous
agreement, communication, expectation, negotiation, representation
or understanding, whether oral or written, express or implied,
statutory or otherwise, between the parties hereto with respect to
the subject matter of this Agreement.
11. NOTICE
11.1 Any notice required to be given under this Agreement
shall be deemed to be well and sufficiently given if delivered by
facsimile, or sent by registered mail, in the case of the Vendor
addressed as follows:
Xxxxxx XxXxxxxxx
000 - 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
and in the case of the Purchaser addressed as follows:
Whistler Investments, Inc.
0000 Xxxx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxx
00000
and any notice given as aforesaid shall be deemed to have been
given, if delivered by facsimile, when transmitted, or if mailed,
on the second business day after the date of mailing.
5
11.2 Either party hereto may from time to time by notice in
writing change its address for the purpose of this section.
12. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to
the extent specifically authorized hereunder, be deemed to
constitute either party hereto a partner, agent or legal
representative of the other party.
13. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all
acts or things necessary to implement and carry into effect the
provisions and intent of this Agreement.
14. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
15. TITLES
The titles to the respective sections hereof shall not
be deemed a part of this Agreement but shall be regarded as having
been used for convenience only.
16. CURRENCY
All funds referred to under the terms of this Agreement
shall be funds designated in the lawful currency of the United
States of America.
17. APPLICABLE LAW
For all purposes, this Agreement will be governed
exclusively by and construed and enforced in accordance with the
laws prevailing in the Province of British Columbia.
18. ENUREMENT
This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors
and assigns.
19. ASSIGNMENT
This agreement may be assigned by either party hereto
with the written consent of the other party which consent shall
not be unreasonably withheld.
6
IN WITNESS WHEREOF this Agreement has been executed as
of the day and year first above written.
/s/ Xxxxxx XxXxxxxxx
---------------------------------
Xxxxxx XxXxxxxxx
In the presence of:
/s/ Xxxx Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
Law Corproation
000-000 Xxxx Xxxxxxxx Xxxxxx
---------------------------------
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
---------------------------------
Tel: (000) 000-0000 Fax: (000) 000-0000
THE CORPORATE SEAL of )
WHISTLER INVESTMENTS, INC. )
was hereunto affixed in the )
presence of: )
/s/ Xxxxx Xxxxx ) (c/s)
------------------------------)
Xxxxx Xxxxx/Director )
------------------------------)
