Exhibit 10-1
AGREEMENT
BY AND BETWEEN THE PARTIES: Avalon Gold Corporation, a Nevada Corporation with
offices at Suite 806 - 1288 Alberni St. , Vancouver, British Columbia, Canada,
V6E 4N5, being represented by Xxxxxx Xxxxxx, President, hereinafter "Avalon".
AND
Xxx Xxxxxxx, who has an office located at Suite 12 - 0000 Xxxxx Xxxx Xx.,
Xxxxxxx Xxxx, Xxxx, 00000.
RECITALS:
Avalon Gold Corporation is a Public Company, which is fully trading on the
Nasdaq OTC Bulletin Board in the United States of America Public Markets (Symbol
: AVGC) and is desirous of acquiring an asset to work with and increase in value
for the benefit of its shareholders. Xxx Xxxxxxx is the owner of a mineral asset
in the form of certain State of Nevada Mining Claims (claims) known as Lode
Mining Claims LSA1, LSA2, LSA3, LSA4, LSA5, LSA6, LSA7, (140Acres) located in
Lander County, Nevada, in sections 14 and 00, Xxxxxxxx 00X, Xxxxx 43E, in the
Mt. Diablo meridian.
Xxx Xxxxxxx will transfer a ninety-percent (90%) ownership in the claims,
retaining a non-assessable, carried ten-percent (10%), and Avalon agrees to
acquire and take full responsibility for the claims for the purpose of
increasing the claims value.
UNDER THE TERMS AND CONDITIONS AS FOLLOWS:
(1) Avalon, upon signing this agreement, will pay the sum of $1,000.00 USD to
Xxx Xxxxxxx and will issue 1,000,000 Avalon shares to Xxx Xxxxxxx and/or
his nominees; which stock will be classified as being under rule 144 of the
Securities and Exchange Commission for a period of one year, with trading
restrictions under rule 144 for another year.
(2) Avalon will, in addition to the treasury stock being transferred to Xxx
Xxxxxxx and/or his nominees upon signing this agreement, agree to a further
payment of $5,000.00 USD in cash or stock equivalent of Avalon shares to
Xxx Xxxxxxx, ninety (90) days from the date of this agreement.
(3) Avalon will subsequently agree to further payments of $2,000.00 USD in cash
or stock equivalent of Avalon shares to Xxx Xxxxxxx, payable on the 31st of
every month for ten (10) months.
(4) Xxx Xxxxxxx will have the option to choose either cash or stock in all
payments due to him and/or his nominees.
(5) The ten-percent (10%) retained interest of Xxx Xxxxxxx in the claims is
non-assessable, meaning that Avalon cannot make a funds call to Xxx Xxxxxxx
and /or his nominees for any reason whatsoever and cannot for any reason
reduce the ten-percent (10%) retained interest. In the event of Avalon
selling their interest in the claims, Xxx Xxxxxxx would continue to have a
ten-percent (10%) non-assessable interest ownership under the same terms
and conditions of this agreement, unless Xxx Xxxxxxx agrees to sell his
interest to the purchaser of Avalon's interest. In any event Avalon has a
first right of refusal to purchase the retained interest of Xxx Xxxxxxx ,
should Xxx Xxxxxxx decide to sell his interest. In addition, and in the
event that Avalon for any reason decides to sell their interest in the
claims within thirteen (13) months from the date of signing this agreement,
it will be entirely Avalon's decision.
(6) Xxx Xxxxxxx will prepare and submit all required paperwork for yearly
mining claim Assessment Work, State of Nevada fees for each claim, State of
Nevada Mining Permits, State of Nevada exploration permits, State of Nevada
Reclamation programs, and yearly reportable mining tax forms, etc., and any
other paperwork that may be required by the Local, State or Federal
governments. Avalon will pay the actual fees as required by a check made
out to the proper government office to be submitted with the paperwork
prepared by Xxx Xxxxxxx. Fees for the years 2003/2004 become due September
1 and the necessary amounts will be provided to Avalon by Xxx Xxxxxxx
(7) The State of Nevada requires that work must be performed on the claims each
year before the 1st of September and recorded at the mining office. Avalon
will be responsible to insure that this assessment work is accomplished.
Xxx Xxxxxxx will assist Avalon, but the ultimate responsibility will be
with Avalon. Mining Claim assessment work basically consists of performing
a minimum of $100.00 worth of work per claim, per year before 1st day of
September. Assessment work can be Labor, Equipment time, sampling,
basically anything that improves the claims. Xxx Xxxxxxx must notify
Avalon of requirements on a timely basis.
(8) In the event that Avalon does not perform the required assessment work on
the claims by or before August 1st of any year, Xxx Xxxxxxx reserves the
right to perform that work under Nevada State Law. Further, if Avalon does
not pay the required fees by the State of Nevada on or before October 20th
of any year, Xxx Xxxxxxx reserves the right to pay the fees under Nevada
State Law.
(9) Avalon agrees to conduct itself concerning the claims in a manner so as to
not cause the claims to suffer any undue legal or other undesirable
problems.
(10) Avalon agrees to expand the claims boundaries and to make any new claims a
part of this agreement, as might be necessary, to protect the rights of Xxx
Xxxxxxx and the Avalon shareholders.
(11) The parties both Avalon and Xxx Xxxxxxx agree that time is of the essence
in all particulars of this agreement.
(12) The parties both Avalon and Xxx Xxxxxxx agree that this agreement can be
expanded by mutual consent upon the terms and conditions herein.
(13) The parties agree that this agreement constitutes the entirety of the
agreement between the parties and any other agreements either verbal or
written are of no consequence concerning this agreement other than some
particular consultants / finders fees which apply and are understood by the
principal parties.
Signed and Agreed to this 26th day of January 2004 by the parties,
/s/: Xxxxxx Xxxxxx /s/: Xxx Xxxxxx
_______________________ _______________________
Avalon Gold Corporation Xxx Xxxxxxx
By its: President
Avalon Gold Corporation
Administration Xxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX X0X 0X0
Tel: 0-000-000-0000 Fax: 0-000-000-0000
===============================================================
February 6, 2004
Xxx Xxxxxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxx #00 Xxxxxxx Xxxx 00000
Dear Xx. Xxxxxxx:
Re: LODE MINING CLAIMS LSA1, LSA2, LSA3, LSA4, LSA5, LSA6, LSA7, (140Acres)
located in Lander County, Nevada, in sections 14 and 23, Township 31N,Range 43E,
in the Mt. Diablo meridian.
The following is an amendment to the January 26, 2004 agreement between Avalon
Gold Corporation and Xxxxxx Xxxxxxx with respect to the above referenced claims:
Additional clause:
5. Avalon Gold Corporation will have the first right of refusal to purchase all
or part of the non assessable, carried ten percent (10%) interest held by Xxxxxx
Xxxxxxx and/or his nominees, in the event such interest is tendered for sale.
If the above amendment is agreeable to you, please sign where indicated below
and fax back to our offices.
Yours truly, Avalon Gold Corporation
/s/: X. Xxxxxx
Xxxxxx Xxxxxx, President
Agreed to this 6th day of February , 2004.
/s/: X. Xxxxxxx
______________________________
Authorized Signatory
Xxxxxx Xxxxxxx
March 8, 2004 Payment schedule
Xxx Xxxxxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxx #00 Xxxxxxx Xxxx 00000
Dear Xxx:
Please acknowledge the following payment schedule in stock and cash as agreed
upon pertaining to the LSA Claims agreement with Avalon Gold Corporation.
Payment Dates Due Terms & Status
Upon signing
January 26, 2004 $1,000 US Paid in cash
April 26, 2004 (90 days) $5,000 US - $1,500 US in cash paid February 10,
2004
- $1,000 in cash
- $2,500 US in stock
May 31, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
June 30, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
July 31, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
August 31, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
September 30, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
October 30, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
November 30, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
December 31, 2004 $2,000 US $ 500 US cash and $1,500 US in stock
January 31, 2005 $2,000 US $ 500 US cash and $1,500 US in stock
February 28, 2005 $2,000 US $ 500 US cash and $1,500 US in stock
If you are in agreement to the above schedule, please acknowledge below as
indicated.
Regards,
/s/: X. Xxxxx
Xxxxxx Xxxxx
I hereby agree to the above terms and conditions of payment.
/s/: X. Xxxxxxx
________________________
Xxx Xxxxxxx
