Agreement

Option to Purchase Mineral Assets Agreement




EXHIBIT 10.1

 

OPTION TO PURCHASE MINERAL ASSETS AGREEMENT


THIS OPTION is granted and effective as of July 3, 2012 (the "DATE OF GRANT"), by NORTHERN ADVENTURES LLC, (“NALLC”), an Idaho Limited Liability Company and NORTHERN ADVENTURES, INC., (“NAINC”), a Nevada Corporation (collectively the “OPTIONORS") and both parties to this Agreement, AMCOR EXPLORATION, INC., a Nevada Subsidiary Corporation (the “OPTIONEE”) and APD ANTIQUITIES, INC., a Nevada Parent Corporation (“PARENT”).


RECITALS


    A.  The OPTIONORS are desirous to grant an option to purchase certain mining assets and mining properties from NORTHERN ADVENTURES, INC. to the OPTIONEE (the “OPTION”) for good and valuable consideration and the OPTIONEE is willing to accept this OPTION pursuant to the terms and conditions defined below.


    NOW, THEREFORE, the parties covenant and agree as follows:


1.


Assets Subject to Option and Option Price


The OPTIONORS hereby grant to the OPTIONEE the OPTION to purchase certain mining assets and properties (which are specifically described in Exhibit A annexed hereto) owned by the NAINC (the “MINING ASSETS”), which is also Exhibit A of the form of Asset Purchase Agreement annexed hereto as Exhibit B (the “ASSET PURCHASE AGREEMENT”).   The Mining Assets were transferred from NALLC and various third parties to NAINC, pursuant to a legal assignment of all right, title and interest on the dates specified or a date to be determined prior to exercise of this OPTION.


2.


Terms of the Option


The OPTION shall be subject to the following terms and conditions:


    2.1  Option Term.  The OPTION may be exercised by the OPTIONEE on or prior to the date ninety (90) Days from July 3,  2012 (the “OPTION TERMINATION DATE”).


    2.2  Purchase Price.  The purchase price for the MINING ASSETS, as specified in the Asset Purchase Agreement shall include:  (i) the issuance of the number of restricted shares of common stock par value $0.001 of APD ANTIQUITIES, INC. (the “SHARES”) that equals Eighty and One Half (80.5%) percent of the total issued and outstanding shares on a post-acquisition basis; and (ii) the forgiveness 14 promissory notes between Northern Adventures, LLC and PARENT in the aggregate principal amount of $315,000 and accrued interest in the amount of $18,331 (which promissory notes are listed in Exhibit C hereto) and accrued interest in the amount of 8% per annum (the “DEBT”) to the date of exercise of the OPTION.  The amount of the DEBT will be calculated as of the date of exercise of this OPTION AGREEMENT.  In the event the PARENT provides any additional loans to Northern Adventures, LLC between the date of execution of the OPTION and the exercises of the OPTION, the additional principal amounts of the promissory notes and accrued interest will be added to the DEBT.






1





    2.3  Option Exercise.

The OPTION shall be exercised by the OPTIONEE on or before the OPTION TERMINATION DATE by: (a) delivering to the OPTIONORS an executed copy of the ASSEST PURCHASE AGREEMENT; (b) by marking all of the promissory notes comprising the DEBT “paid in full” and returning them to the OPTIONORS; (c) if requested by the OPTIONORS, and at PARENT’S expense, the OPTIONEE will provide a legal opinion letter, satisfactory in form and substance to the OPTIONORS, to the effect that the issuance of the SHARES to the OPTIONOR,  may be effected without registration of such stock under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws, and (d) within five business days of the exercise of the OPTION by the OPTIONEE, the PARENT shall deliver the SHARES to the NAINC.


    2.4  The OPTION must be exercised, if at all, on an all of none basis.


    2.5  The SHARES issued by the PARENT to NAINC pursuant to the exercise of the OPTION, shall not be subject to repurchase by the PARENT


3.


Limitations on Exercisability of the Option


The exercise of the OPTION hereby granted, shall be subject to all of the terms and conditions of this AGREEMENT, including, without limitation, the provisions relating to termination of the OPTION.


4.


Transferability of the Option


The OPTION shall not be transferable or exercisable by any person other than the OPTIONEE, without prior written approval of the OPTIONORS.


6.


Warranties and Representations


By executing this Agreement, the OPTIONEE accepts the OPTION and represents and warrants to the OPTIONORS and covenants and agrees with the OPTIONORS as follows:


    6.1  The OPTIONEE agrees to abide by all of the terms and conditions of this AGREEMENT.


    6.2  The OPTIONORS recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been or will be filed with respect to any of the SHARES issued by the PARENT and to be acquired by the OPTIONOR as part of this transaction and the exercise of the OPTION.  The SHARES will be issued pursuant to available exemptions from registration requirements.  The SHARES will be deemed to be restricted and non-saleable except sales pursuant to an applicable exemption from registration.


    6.3  Except for the initial distribution of the SHARES to Northern Adventures, Inc. and the subsequent distribution of the SHARES to the shareholders of Northern Adventures, Inc. in the form of restricted stock, the shareholders of Northern Adventures, Inc. will agree not to sell, transfer or otherwise dispose of any of the SHARES acquired upon exercise of the OPTION, except as specifically permitted by exemptions available under the Securities Act, the filing of a registration statement and any applicable state and federal securities laws.


    6.4  OPTIONORS hereby confirm that they are fully aware that the OPTIONEE is currently designated as a “shell corporation” pursuant to SEC regulations and the utilization of Rule 144 as an exemption from registration




2





to sell securities will not be available for a minimum of one years from the date of the filing of an 8-K with the Securities Exchange Commission and notification that the company has been deshelled.


7.


Indemnification


Each of the parties, the OPTIONORS, the OPTIONEE and the PARENT agrees to indemnify the other party, and hold the other party harmless from and against any loss, claim or liability, including attorney's fees or other legal expenses incurred in the defense thereof, incurred by the such other party, as a result of any breach by a party of, or any inaccuracy in, any representation, warranty, covenant or other provision contained in this AGREEMENT.

8.


Access to Information


The OPTIONEE agrees to make available to the OPTIONORS upon written request, such public information regarding APD ANTIQUITIES, INC. that has in the past or is from time to time hereafter made generally available to its shareholders and on file with the Securities Exchange Commission.


9.


Rights as Shareholder


The OPTIONORS shall have no rights as a shareholder of APD ANTIQUITIES, INC. on account of this OPTION AGREEMENT or on account of the OPTIONEE’s currently holding the OPTION to acquire the MINING ASSETS through issuance of the SHARES.



10.


Tax Withholding


If, in connection with the exercise of the OPTION or any sale, transfer or other disposition of any of the SHARES acquired from the OPTIONOR in connection with the exercise of the OPTION, the OPTIONORS may be required by applicable federal, state or local law to withhold any amount on account of income or similar taxes, the OPTIONORS agrees to pay and assume full legal liability for all taxes due as a result of the exercise of this OPTION.

11.


Further Assurances


The OPTIONEE and PARENT along with the OPTIONORS agrees from time to time to execute such additional documents as the parties to this AGREEMENT may reasonably require in order to effectuate the purposes of the this Agreement.


12.


Binding Effect


This Agreement shall be binding upon the OPTIONEE and the OPTIONORS and their heirs, successors and assigns.





3





13.


Entire Agreement; Modifications


This AGREEMENT constitutes the entire agreement and understanding between the OPTIONORS, the OPTIONEE and the PARENT, regarding the subject matter hereof.  No waivers, alterations or modifications of the OPTION or this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought.  The failure of any party to enforce any of its rights against the other party for breach of any of the terms of the OPTION or this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.


14.


Governing Law


The laws of the State of Nevada shall govern the OPTION and this OPTION AGREEMENT.


IN WITNESS WHEREOF, the parties have executed this OPTION AGREEMENT as of the day and year first above written.



"OPTIONORS"

"OPTIONEE" PARENT




By:_/s/ Floyd Short_______________

By:__/s/ Cindy K. Swank______________

NORTHERN ADVENTURES, LLC

APD ANTIQUITIES, INC.

Name: Floyd Short, Managing Partner

Name: Cindy K. Swank, President



By:_/s/ Martin Clemets____________

By:__/s/ Cindy K. Swank______________

NORTHERN ADVENTURES, INC

AMCOR EXPLORATION, INC.

Name: Martin Clemets,  President

Name: Cindy K. Swank, President





4





EXHIBIT A

DESCRIPITON OF UNPATENTED CLAIMS TO BE ACQUIRED


1.  All right, title and interest to the following claims owned by Northern Adventures, Inc. will be Quit Claim Deeded to the Optionee on the Closing Date:


NAME

Locator

Claim Date

Stevens County

Filing Date

County Recorder Number

BX 13

Martin Clemets

5/3/2012

5/11/2012

2012 0003490

BX 14

Martin Clemets

5/3/2012

5/11/2012

2012 0003491

BX 15

Martin Clemets

5/3/2012

5/11/2012

2012 0003492

BX 16

Martin Clemets

5/3/2012

5/11/2012

2012 0003493

BX 17

Martin Clemets

5/3/2012

5/11/2012

2012 0003494

BX 18

Martin Clemets

5/3/2012

5/11/2012

2012 0003495

BX 19

Martin Clemets

5/3/2012

5/11/2012

2012 0003496

BX 20

Martin Clemets

5/3/2012

5/11/2012

2012 0003497

BX 21

Martin Clemets

5/3/2012

5/11/2012

2012 0003498

BX 22

Martin Clemets

5/3/2012

5/11/2012

2012 0003499

BX 23

Martin Clemets

5/3/2012

5/11/2012

2012 0003500

BX 24

Martin Clemets

5/3/2012

5/11/2012

2012 0003501

BX 25

Martin Clemets

5/3/2012

5/11/2012

2012 0003502

BX 26

Martin Clemets

5/3/2012

5/11/2012

2012 0003503

BX 27

Martin Clemets

5/3/2012

5/11/2012

2012 0003504



NAME

Locator

Claim Date

Okanogan County

Filing Date

County Record

TOR 104

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173472

TOR 105

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173473

TOR 106

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173474

TOR 107

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173475

TOR 108

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173476

TOR 109

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173477

TOR 110

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173478

TOR 111

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173479

TOR 112

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173480

TOR 200

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173481

TOR 201

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173482

TOR 202

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173483

TOR 203

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173484

TOR 204

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173485

TOR 205

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173486

TOR 206

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173487

TOR 207

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173488

TOR 208

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173489

TOR 209

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173490

TOR 210

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173491




5







TOR 211

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173492

TOR 212

David Boleneus/Frank H  Blair

April 15, 2012

June 15, 2012

3173493

TOR 300

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173494

TOR 301

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173495

TOR 302

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173496

TOR 303

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173497

TOR 304

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173498

TOR 305

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173499

TOR 306

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173500

TOR 307

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173501

TOR 308

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173502

TOR 309

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173503

TOR 310

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173504

TOR 311

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173505

TOR 312

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173506

TOR 400

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173507

TOR 401

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173508

TOR 402

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173509

TOR 403

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173510

TOR 404

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173511

TOR 405

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173512

TOR 406

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173513

TOR 407

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173514

TOR 408

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173515

TOR 409

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173516

TOR 410

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173517

TOR 411

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173518

TOR 412

David Boleneus/Frank H  Blair

April 16, 2012

June 15, 2012

3173519





6






NAME

Locator

Claim Date

Stevens County

Filing Date

County Recorder Number

MK 9

Martin Clemets

5/2/2012

5/3/2011

2012 0003505

MK 11

Martin Clemets

5/2/2012

5/3/2011

2012 0003506

MK 12

Martin Clemets

5/2/2012

5/3/2011

2012 0003507

MK 13

Martin Clemets

5/2/2012

5/3/2011

2012 0003508

MK 16

Martin Clemets

5/2/2012

5/3/2011

2012 0003509

MK 18

Martin Clemets

5/2/2012

5/3/2011

2012 0003510

MK 19

Martin Clemets

5/2/2012

5/3/2011

2012 0003511

MK 20

Martin Clemets

5/2/2012

5/3/2011

2012 0003512

MK 21

Martin Clemets

5/2/2012

5/3/2011

2012 0003513

MK 22

Martin Clemets

5/2/2012

5/3/2011

2012 0003514

MK 24

Martin Clemets

5/2/2012

5/3/2011

2012 0003515

MK 26

Martin Clemets

5/2/2012

5/3/2011

2012 0003516