Exhibit 10.1
PURCHASE AGREEMENT
DATED FOR REFERENCE THE 23RD DAY OF MAY, 2007
Between:
USA URANIUM CORP., a Nevada corporation, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (hereinafter, the "Purchaser").
and
▇▇▇▇ ▇▇▇, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇,
whose address is #▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter, the "Vendors")
Whereas, the Vendors are the legal and beneficial owners of a 100% interest in
eight (8) unpatented lode mining claims in ▇▇▇▇▇ county. Utah, namely the DS 1,
2 and 8 and BS 3,4,5,6 and 7, BLM Serial Numbers UMC391180 through UMC391187
(the "Claims" or the "DS and BS Claims"), free and clear of all encumbrances;
AND WHEREAS the Purchaser wishes to purchase the Claims under the following
conditions:
1. The Purchaser has agreed to pay to the Vendors an aggregate total of US
$1,000,000.00, as follows:
(a) US $5,000 (receipt of which is acknowledged)
(b) US $20,000.00 on signing which shall be deemed to be May 23rd,
2007(the "Effective Date") and by June 1st, 2007 (the "Closing Date")
and issue to the Vendors 200,000 restricted shares of its $0.001 par
value common stock pursuant to the terms and conditions of Rule 144 as
it may apply, which for greater certainty will be issued by the Board
of Directors as of that date, but which will take a minimum of thirty
days to obtain printed banknote certificates and deliver same to the
Vendors;
(c) US S 25,000.00 in six months after the Closing Date;
(d) US $50,000.00 in twelve months after the Closing Date;
(e) US $100,000.00 in eighteen months after the Closing Date;
(d) US $100,000.00 in twenty-four months after the Closing Date;
(e) US $100,000.00 in thirty months after the Closing Date;
(f) US $100,000.00 in thirty-six months after the Closing Date;
(g) US $100,000.00 in forty-two months after the Closing Date;
(h) US $100,000.00 in forty-eight months after the Closing Date;
(i) US $100,000.00 in fifty-four months after the Closing Date; and
(j) US $200,000.00 in sixty months after the Closing Date.
2. Incur the following exploration expenditures on or with respect to the
Claims, on or before the following dates:
(i) $500,000 on or before 36 months following June 1st, 2007;
(ii) For purposes hereof, "exploration expenditures" means all expenses,
obligations and liabilities of whatever kind or nature spent or
incurred directly or indirectly by the Company from the Execution Date
in connection with the Property; including, moneys expended in
maintaining the Property in good standing and in applying for and
securing all necessary leases or permits; moneys expended toward all
taxes, fees and rentals; moneys expended in doing and filing
assessment work; expenses paid for or incurred in connection with any
program of surface or underground prospecting, exploring, geophysical,
geochemical and geological surveying, diamond drilling and drifting,
raising and other underground work, assaying and metallurgical testing
and engineering, environmental studies, data preparation and analysis;
costs of acquiring research materials, reports and data; costs of
paying the fees, wages, salaries, traveling expenses, and fringe
benefits (whether or not required by law) of all persons engaged
directly in work with respect to and for the benefit of the Property,
in paying for the food, lodging and other reasonable needs of such
persons; and including a charge in lieu of overhead, management and
other unallocable costs equal to ten (10%) percent of all such
expenditures for contracts of less than $100,000, and five (5%)
percent for contracts of $100,000 or more.
3. The closing of the purchase of the Claims by the Purchaser shall take place
at the Closing. The Vendors hereby and at the Closing represent and warrant
that:
(a) they are, subject to the paramount rights of the United States, the
owners of an undivided 100% legal and beneficial interest in and to
the Claims;
(b) the Claims arc free and clear of any encumbrances, liens or charges
and neither they nor any of their predecessors in interest or title
have done anything whereby the Claims may be encumbered;
(c) the Claims are in good standing under all applicable laws and
regulations and all assessment work or claim maintenance fees required
by applicable law has becn performed and filed and all taxes have been
paid;
(d) the Claims have been properly located and staked and recorded in
compliance with the laws of the jurisdiction in which they are
situated, and that there are no disputes over title to the Claims,
except that no representation is made related to the existence of
discovery of valuable mineral within the Claims;
(e) they have the right to enter into this Agreement and to dispose of
100% of their right, title and interest in and to the Claims to the
Purchaser;
(e) upon the execution of this agreement, the Vendors shall execute and
deliver a quit claim deed or such other documents as the Purchaser may
reasonably require transferring 100% of their right, title and
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interest in and to the Claims to the Purchaser, which deed shall be in
the form of the Quitclaim Deed attached hereto as Appendix A.
Purchaser shall record the Quitclaim Deed in the official records of
▇▇▇▇▇ County immediately after Closing and shall also file a copy
thereof with the Utah State Office of the Bureau of Land Management as
a Notice of Transfer of Interest not more than 90 days after Closing,
and:
(f) to the knowledge of the Vendors there are no outstanding agreements or
options to acquire or purchase the Claims or any portion thereof or
interest therein and no person holds any royalty or interest
whatsoever in production or profits from the Claims or any portion
thereof
The representations and warranties herein shall apply to all assignments,
conveyances, transfers and documents delivered in connection with this
Purchase Agreement and there shall be no merger of any representations and
warranties in such assignments, conveyances, transfers and documents
notwithstanding any rule of law, equity or statute to the contrary and all
such rules are hereby waived. The Purchaser shall have the right to waive
any representation and warranty made by the Vendors in the Purchaser's
favor without prejudice to any of its recourses with respect to any other
breach by the Vendor. All of the representations and warranties contained
in this Agreement shall survive the closing of this transaction.
4. The Purchaser agrees to indemnify and save harmless the Vendors from and
against all suits, claims, demands, losses and expenses that directly arise
from the Purchaser's activities on the Claims. The Vendors hereby
reciprocally indemnify and save harmless the Purchaser from and against all
suits, claims, demands, losses and expenses that directly arise from the
Vendors' activities on the Claims.
5. (a) The Vendors represent that all available data (both relating to
exploration and the interpretive results of exploration) and sampling
relating to the Claims in the possession of or controlled by the
Vendors has been delivered to the Purchaser. Vendors represent that to
the best of their knowledge and belief the data is accurate and the
interpretation made in good faith.
(b) The Purchaser shall, annually, provide to the Vendors any and all
reports, maps, assay results, drill logs and other geological,
geophysical or engineering information relating to the Claims.
6. This Purchase Agreement will be binding after execution of this document.
The parties may enter into a more formal purchase agreement, but until the
formal agreement is signed, the parties will he bound by the terms of this
Purchase Agreement.
7. The parties further agree that:
(a) Each of the parties hereby covenants and agrees to do or cause to be
done all acts or things necessary to implement and carry into effect
the provisions and intent of this Purchase Agreement.
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(b) The representations, warranties and covenants in this Purchase
Agreement will survive any closing or advance of funds and,
notwithstanding such closing or advances, will continue in full force
and effect.
(c) Any notice required or permitted to be given or delivery required to
be made to any party may be effectively given or delivered if it is
delivered personally or by telecopy at the addresses or telephone
numbers set out above or to such other address or telephone number as
the party entitled to or receiving such notice may notify the other
party as provided for herein. Delivery shall be deemed to have been
received:
i. the same day if given by personal service or if transmitted by
fax; and
ii. the fifth business day next following the day of posting if sent
by regular post.
(d) This Purchase Agreement will be governed by and be construed in
accordance with the laws of the State of Nevada and applicable laws of
the United States concerning unpatented mining claims. Any disputes
between the parties shall be settled by arbitration under the terms of
the Arbitration Provisions appended hereto as Appendix B.
(e) This Purchase Agreement will be binding upon and enure to the benefit
of the parties hereto and their respective heirs and executors and
successors and assigns as the case may he.
(f) This Purchase Agreement constitutes the entire agreement between the
parties and supersedes all prior letters of intent, agreements,
representations, warranties, statements, promises, information,
arrangements and understandings, whether oral or written, express or
implied. The recitals and appendices form a part of and are
incorporated by reference into this Purchase Agreement.
(g) No modification or amendment to this Purchase Agreement may be made
unless agreed to by the parties thereto in writing.
(h) If any provision of this Purchase Agreement will be deemed invalid or
void, in whole or in part, by any court of competent jurisdiction, the
remaining terms and provisions will remain in full force and effect.
(i) Time is of the essence.
(j) This Purchase Agreement may be executed in any number of counterparts
with the same effect as if all parties to this Purchase Agreement had
signed the same document and all counterparts will he construed
together and will constitute one and the same instrument and any
facsimile signature shall be taken as an original.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Purchase
Agreement as of the Closing Date.
PURCHASER:
USA URANIUM CORP.
By: /s/ ▇. ▇▇▇▇▇
----------------------------
VENDORS:
/s/ ▇▇▇▇ ▇▇▇
----------------------------
▇▇▇▇ ▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇
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APPENDIX A
QUITCLAIM DEED
FOR AND IN CONSIDERATION of royalties reserved hereunder and the promises made
under the terms of that certain Purchase Agreement made and entered into as of
the 23rd day of May, 2007 (the "Effective Date"), ▇▇▇▇ ▇▇▇, whose address is ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇, whose address is #▇ ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ("Grantors"), do hereby quitclaim unto USA URANIUM CORP., a
Nevada corporation, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Grantee"), all of their right, title and interest in and to the following
unpatented lode mining claims located in ▇▇▇▇▇ County, Utah (the "Claims"), the
location notices of which are of record in the official records of ▇▇▇▇▇ County
and in the Utah State Office of the Bureau of Land Management as follows:
Name of Claim ▇▇▇▇▇ County Recording BLM Serial Number
------------- ---------------------- -----------------
DS 1 Ent 137318; Book 195; Page 831 UMC391186
DS 2 Ent 137319; Book 195; Page 832 UMC391187
DS 8 Ent 137325; Book 195; Page 838 UMC391185
BS 3-7 Ent 137320-24; Book 195; Pages 833-837 UMC391180-184
1. NOTICES
All notices required or permitted to be given hereunder shall be given in
writing and shall be sent by the parties by registered or certified mail, telex,
facsimile transmission or by express delivery service to the address set forth
in the identification of the parties in the headings of this Quitclaim Deed or
to such other address as either party may later designate by like notice to the
other. All notices required or permitted to be given hereunder shall be deemed
to have been given upon the earliest of(l) actual receipt, (2) acknowledgment in
any form of receipt of telex or facsimile transmission, (3) the business day
next following deposit with an express delivery service, properly addressed, or
(4) seventy-two (72) hours after deposit with the U.S. Mails properly addressed
with postage prepaid.
2. INTERPRETATION
a. GOVERNING LAW; VENUE. The provisions and interpretation of this
Quitelaim Deed shall be governed by the laws of the State of Nevada without
regard to conflicts of laws principles. Any dispute concerning this Quitclaim
Deed shall be adjudicated in either the state or federal courts in and for the
State of Nevada.
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h. INVALIDITY OF PROVISIONS. If any term or other provision of this
Quitclaim Deed is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Quitclaim
Deed shall nevertheless remain in full force and effect so long as the economic
and legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Quitclaim Deed so as
to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the extent possible.
IN WITNESS WHEREOF, the Grantors have executed and delivered this Quitclaim
Deed as of the ___ day of May 2007.
GRANTORS:
By:
----------------------------
▇▇▇▇ ▇▇▇
By:
----------------------------
▇▇▇ ▇▇▇▇▇
The undersigned Grantee hereby accepts this Quitclaim Deed.
GRANTEE:
USA URANIUM CORP.
By:
----------------------------
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STATE OF UTAH )
) ss.
COUNTY OF )
On this ______ day of _______ 2007, before me, the undersigned notary
public appeared ▇▇▇▇ ▇▇▇, known to me to be the person whose name is subscribed
to the within instrument, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
first above written.
--------------------------------
NOTARY PUBLIC, State of Utah
Residing at: ___________________
Commission Expires: ____________
STATE OF UTAH )
) ss.
COUNTY OF )
On this ______ day of _______ 2007, before me, the undersigned notary
public appeared ▇▇▇ ▇▇▇▇▇, known to me to be the person whose name is subscribed
to the within instrument, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
first above written.
--------------------------------
NOTARY PUBLIC, State of Utah
Residing at: ___________________
Commission Expires: ____________
PROVINCE OF BRITISH COLUMBIA
) ss.
)
The foregoing instrument was acknowledged before me this _____ day of May
2007, by __________________ of USA URANIUM CORP. a Nevada corporation. for and
on behalf of the corporation.
--------------------------------
Notary Public
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APPENDIX B
ARBITRATION PROVISIONS
I. PURPOSE.
The following procedures and substantive matters shall he followed to
resolve disputes arising under or relating to the Agreement, including but not
limited to allegations that the Agreement has been terminated.
II. DEFINITIONS.
For purposes of these Arbitration Provisions capitalized words and phrases
defined in the Agreement shall have the same meaning herein, unless otherwise
defined in these Arbitration Provisions.
A. "Agreement" shall mean the agreement to which these Arbitration
Provisions arc appended
B. "AAA" shall mean the American Arbitration Association.
C. "Arbitration Rules" shall mean the Commercial Arbitration Rules of the
AAA.
D. Effective Date" shall mean the date stated as the effective date of
the Agreement.
F. "Party" or "Parties" means a party to the Agreement who is a Claimant
or Respondent.
F. "Claimant" shall have the meaning given in Section 1I1b of these
Arbitration Provisions.
G. "Respondent" shall have the meaning given in Section llI.b of these
Arbitration Provisions.
III. ARBITRATION.
a. RESOLUTION OF DISPUTES. Any dispute, controversy or claim arising out of
or relating to the Agreement or the subject matter of the Agreement, or the
breach, termination, or invalidity of the Agreement, shall be settled by binding
arbitration in accordance with the Commercial Arbitration Rules of the AAA in
effect on the Effective Date, except as otherwise provided herein.
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b. APPOINTMENT OF ARBITRATOR(S). There shall be one arbitrator appointed by
the Parties If the Parties fail to agree on a single arbitrator within 20 days
after arbitration is initiated, there shall be three arbitrators, each of whom
shall be disinterested in the dispute, controversy or claim and shall have no
connection with any Party. The Party initiating arbitration ("Claimant") and the
Party named as respondent ("Respondent") shall each name an arbitrator in the
manner provided by the Commercial Arbitration Rules specified above. Such
arbitrators.
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