EXHIBIT
10.1
THIS
MINERAL PROPERTY ACQUISITION AGREEMENT is entered into as of the 19th day of April, 2013
| BETWEEN: | | NSU Resources Inc.,
a Nevada corporation (the "Vendor"), having for purposes of notice under this Agreement an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ |
| AND: | | Great Rock Development Corporation,
a Florida (the “Purchaser”), having for purpose of notice under this Agreement an Address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ |
WHEREAS:
| A. | | The Vendor is the beneficial
and registered owner of the rare earth mineral interests described and illustrated in Schedule "A" attached hereto (the
"Property"), located in Nova Scotia, Canada; and, |
| B. | | The Vendor has agreed to sell
to the Purchaser and the Purchaser has agreed to purchase the Gold mineral rights in accordance with the terms and conditions
hereinafter set forth; |
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of CDN $1 dollar and 2,000,000 (two million) restricted
(Rule 144 for a two year period) common shares of the Purchaser (the “Shares”), payable as set forth in Section 2.2,
and for other good and valuable consideration, the sufficiency whereof the Vendor hereby acknowledges, and subject to the further
conditions set forth in Section 2.2 and elsewhere of this Agreement, THE PARTIES HERETO AGREE AS FOLLOWS:
| 1. | | Representations and Warranties
of the Vendor |
| 1.1 | | The Vendor hereby represents
and warrants to the Purchaser as follows: |
| (a) | | it is, and at the time of transfer
to the Purchaser will be, the sole beneficial owner(s) of a 100% undivided mineral right interest in and to the Properties free
and clear of all liens, charges and claims of others, and no taxes or rentals are or will be due in respect of any thereof; |
| (b) | | there is no adverse claim or
challenge to the ownership of or title to the Property nor to the knowledge of the Vendor is there any basis therefor, and there
are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof,
save for the provisions of Royalties as outlined herein; |
| (c) | | the mineral claims comprising
the Properties have been properly staked and recorded and are in good standing in the mining division in which they were recorded;
and |
| (d) | | neither the Vendor nor, to
the best of their knowledge, any predecessor in interest or title of the Vendor to the Properties has done anything whereby the
Property may be subject to any lien, adverse claim, option to purchase or acquire or other encumbrance. |
| 1.2 | | The representations and warranties
contained in subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may
be waived by the Purchaser, in whole or in part, at any time without prejudice to its rights in respect of any other breach of
the same or any other representation or warranty; and the representations and warranties contained in that subsection shall survive
the execution hereof. |
| 2. | | Acquisition of The Properties |
| 2.1 | | The Vendor, subject to the
terms hereof, hereby agrees to sell and transfer to the Purchaser a 100% undivided interest in and to the Property free from all
liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto, subject
to the Royalties as outlined herein. If the Purchaser should notify the Vendor in writing of any claims or burdens against
the Property then, after ascertaining the validity thereof, the Vendor shall, within a reasonable period of time after notification
thereof by the Purchaser, attend to the discharge of such claims at his or their own expense, or will indemnify the Purchaser
against the same and will provide such security as may reasonably be requested by the Purchaser to secure such indemnity. |
| 2.2 | | The Purchaser agrees to purchase
the Property and pay the sum of CDN $1 and 2,000,000 (two million) common shares of the Purchaser, to be paid by the Purchaser
to the Vendor as follows: |
| · | | delivery of the Shares on or
before June 1, 2013, registered to the Vendor. |
| 3. | | Registration and Transfer
of Properties |
| 3.1 | | Concurrently with the execution
of this Agreement, the Vendor shall deliver to the Purchaser such transfer documents (hereinafter referred to as the "Property
Transfer Documents") as the Purchaser or its counsel may reasonably deem necessary to assign, transfer and assure to the
Purchaser, good, safe, holding and marketable title to 100% of the Property. |
| 4.1 | | Upon the Commencement of Commercial
Production (as defined in Schedule “B”), the Purchaser shall pay a royalty (the “Royalty”), being equal
to 25% of net smelter returns on minerals mined from the Property on the terms and conditions as set out in this paragraph and
in Schedule "B" hereto. The Purchaser may purchase one-half of the full Royalty at any time from for CDN $1,000,000. |
| 4.2 | | No Royalty on Test Materials:
Purchaser shall have the right to mine and market amounts of minerals substances reasonably necessary for sampling, assaying,
metallurgical testing and evaluating the mineral potential of the Property without incurring any obligation to make production
Royalty payments. |
| 5.1 | | The Purchaser may at any time
sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and under and in respect of this
Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the Vendor a copy
of the instrument of transfer containing a covenant by such transferee to perform the obligations of the Purchaser to be performed
under this Agreement, including the payment of the Royalty, in proportion to the interest in the Property acquired by the transferee. |
| 6.1 | | Each notice, demand or other
communication required or permitted to be given under this Agreement shall be in writing and shall be delivered or faxed to such
party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall
be the date of delivery thereof if delivered or, if given by telecopier, shall be deemed conclusively to be the next business
day. Either party may at any time and from time to time notify the other party in writing of a change of address and the
new address to which notice shall be given to it thereafter until further change. |
| 7.1 | | This Agreement shall supersede
and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of
the subject matter of this Agreement. |
| 7.2 | | The parties have not created
a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any party the partner, agent or
legal representative of any other party, nor create any fiduciary relationship between them for any purpose whatsoever. No party
shall have any authority to act for, or to assume any obligations or responsibility on behalf of, any other party except as may
be, from time to time, agreed upon in writing between the parties or as otherwise expressly provided. |
| 7.3 | | No consent or waiver expressed
or implied by either party in respect of any breach or default by the other in the performance by such other of its obligations
hereunder shall be deemed or construed to be a consent to or a waiver of any other breach or default. |
| 7.4 | | The parties shall promptly
execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably
necessary or advisable to give effect to the foregoing. Without limiting the foregoing, the Vendor acknowledges that the
Purchaser intends to change its name to ▇▇▇▇▇▇ ▇▇▇▇ Resources Inc., or another similar name, and confirms that it will execute
any consent (as a shareholder, vendor, royalty-holder or otherwise) or other instrument or agreement required to give effect to,
or as a result of, such name change. |
| 7.5 | | This Agreement may be subject
to the approval of the appropriate regulatory authorities and the parties agree to use their respective best efforts to obtain
such approval, as well as to execute such reasonable amendments as may reasonably be required to obtain such approval. |
| 7.6 | | This Agreement shall be construed
in accordance with the laws in force from time to time in the Province of Ontario. |
| 7.7 | | This Agreement shall enure
to the benefit of and be binding upon the parties and their respective successors and permitted assigns. |
IN
WITNESS WHEREOF the Vendor have hereunto set their hand, and an authorized signatory of the Purchaser has hereunto signed
this Agreement, as of the day and year first above written.
Signed:
| Date: April 29th, 2013 |
NSU Resources |
| |
By |
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
| |
|
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
| Date: April 29th, 2013 |
Great Rock Development Corporation |
| |
By |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
| |
|
Name: ▇▇▇▇▇ ▇▇▇▇
|
SCHEDULE
"A"
THE
PROPERTIES
The
Clear Lake Claims
| Map
Sheet Reference |
Tract |
Claims |
| 11 E 11 B |
64 |
AHJC |
| 11 E 11 B |
65 |
AB*C*D*E*GHJ*K*LM*N*O*P*Q |
| 11 E 11 B |
66 |
A*B*C*DEF*G*H*J*KL*M*N*O*P*Q |
| 11 E 11 B |
67 |
ABCD*EFG*H*JKL*M NOP*Q |
| 11 E 11 B |
68 |
CDEF*LMNO |
| 11 E 11 B |
80 |
ABCD*EFG*H*JKL*MNOP*Q |
| 11 E 11 B |
81 |
AH |
The
Blackfly Claims
| Map
Sheet Reference |
Tract |
Claims |
| 11 E 11 B |
79 |
NO |
| 11 E 11 B |
89 |
ABCF*GHJK*LOPQ |
| 11 E 11 B |
90 |
CDEF*LMNO |
| 11 E 11 B |
103 |
CD |
| 11 E 11 B |
104 |
ABC |
SCHEDULE
"B"
THIS
IS SCHEDULE "B" to the Mineral Property Acquisition Agreement dated as of the 19th ____ day of
April, 2013.
NET
SMELTER RETURNS ROYALTY
| 1. | | For the purposes of this Agreement
the following words and phrases shall have the following meanings, namely: |
| (a) | | "Commencement of Commercial
Production" means: |
| (i) | | if a mill is located on the
Property, the last day of a period of 40 consecutive days in which, for not less than 30 days, the mill processed ore from the
Property at 60% of its rated concentrating capacity; or |
| (ii) | | if a mill is not located on
the Property, the last day of a period of 30 consecutive days during which ore has been shipped from the Property on a reasonably
regular basis for the purpose of earning revenues, |
but
any period of time during which ore or concentrate is shipped from the Property for testing purposes, or during which milling
operations are undertaken as initial tune-up, shall not be taken into account in determining the date of Commencement of Commercial
Production;
| (b) | | "Net Smelter Returns"
shall mean the gross proceeds received by the Purchaser in any year from the sale of Product from the mining operation on the
Property, less: |
| (i) | | the cost of transportation
of such Product to a smelter or other place of treatment, and |
| (ii) | | smelter and treatment charges; |
| (c) | | "Ore" shall mean
any material containing a mineral or minerals of commercial economic value mined from the Property; and |
| (d) | | "Product" shall mean
Ore mined from the Property and any concentrates or other materials or products derived therefrom, but if any such Ore, concentrates
or other materials or products are further treated as part of the mining operation in respect of the Property, such Ore, concentrates
or other materials or products shall not be considered to be "Product" until after they have been so treated. |
| 2. | | For the purposes of calculating
the amount of Royalty payable to the Vendor hereunder, if, after the Commencement of Commercial Production, the Purchaser sells
any Product to one of its subsidiaries or affiliates, and if the sale price of such Product is not negotiated on an arm's-length
basis, the Purchaser shall for the purposes of calculating NetSmelter Returns only and notwithstanding the actual amount of such
sale price, add to the proceeds from the sale of such Product an amount which would be sufficient to make such sale price represent
a reasonable net sale price for such Product as if negotiated at arm's length. |
| 3. | | The Purchaser shall by notice
inform the Vendor of the quantum of such reasonable net sale price and, if the Vendor does not object thereto, within 60 days
after receipt of such notice, said quantum shall be final and binding for the purposes of this Agreement. |
| 4. | | The Purchaser may remove reasonable
quantities of Ore and rock from the Property for the purpose of bulk sampling and of testing, and there shall be no Royalty payable
to the Vendor with respect thereto unless revenues are derived therefrom. |
| 5. | | The Purchaser shall have the
right to commingle with Ores from the Property, ore produced from other properties, provided that prior to such commingling, the
Purchaser shall adopt and employ reasonable practices and procedures for weighing, determining moisture content, sampling and
assaying, as well as utilize reasonable accurate recovery factors in order to determine the amounts of products derived from,
or attributable to Ore mined and produced from the Property. The Purchaser shall maintain accurate records of the results of such
sampling, weighing and analysis as pertaining to ore mined and produced from the Property. |
| 6. | | Installments of the Royalty
payable shall be paid by the Purchaser to the Vendor promptly following the receipt by the Purchaser of the payment from the smelter,
refinery or other place of treatment of the proceeds of sale of the minerals, Ore, concentrates or other product from the Property. |
| 7. | | Within 120 days after the end
of each fiscal year, commencing with the year in which Commencement of Commercial Production occurs, the accounts of the Purchaser
relating to operations on the Property and the statement of operations, which shall include the statement of calculation of Royalty
for the year last completed, shall be audited by the auditors of the Purchaser at its expense. The Vendor shall have 45 days after
receipt of such statements to question the accuracy thereof in writing and, failing such objection, the statements shall be deemed
to be correct and unimpeachable thereafter. |
| 8. | | If such audited financial statements
disclose any overpayment of Royalty by the Purchaser during the fiscal year, the amount of the overpayment shall be deducted from
future installments of Royalty payable. |
| 9. | | If such audited financial statements
disclose any underpayment of Royalty by the Purchaser during the year, the amount thereof shall be paid to the Vendor forthwith
after determination thereof. |
| 10. | | The Purchaser agrees to maintain
for each mining operation on the Property, up-to-date and complete records relating to the production and sale of minerals, Ore,
bullion and other product from the Property, including accounts, records, statements and returns relating to treatment and smelting
arrangements of such product, and the Vendor or its agents shall have the right at reasonable times and intervals, including for
a period of 12 months following the expiration or termination of this Agreement, to inspect such records, statements and returns
and make copies thereof at its own expense for the purpose of verifying the amount of Royalty payments to be made by the Purchaser
to the Vendor pursuant hereto. The Vendor shall have the right to have such accounts audited by independent auditors at
its own expense once each fiscal year. |
