PURCHASE AGREEMENT
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THIS AGREEMENT dated as of the 28th day of December, 2001.
BETWEEN:
XXXX X. MIRKO, of 541 Hermosa Avenue, North
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Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
DELBROOK MINING CORP., having its registered office at
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Suite 1880, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX
X0X 0X0
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the sole recorded and beneficial owner of the mineral
claims described in Schedule "A" hereto (the "Property");
B. The Vendor wishes to sell a 75% undivided interest in and to the Property
to the Purchaser and the Purchaser wishes to acquire such interest pursuant to
the terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants and agreements hereinafter contained, the parties hereto
agree as follows:
VENDOR'S REPRESENTATIONS AND WARRANTIES
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1. The Vendor represents and warrants to the Purchaser that:
(a) He is the sole recorded and beneficial owner of a 100% interest in and
to the Property;
(b) The claims comprising the Property have been, to the best of the
information and belief of the Vendor, properly located and staked and recorded
in compliance with the laws of the jurisdiction in which they are situate, are
accurately described in Schedule "A" and are valid and subsisting mineral claims
as at the date of this Agreement;
(c) The Property is in good standing under all applicable laws and
regulations, all assessment work required to be performed and filed has been
performed and filed, all taxes and other payments have been paid and all filings
have been made;
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(d) The Property is free and clear of any encumbrances, liens or charges and
neither the Vendor nor, to the best of the Vendor's knowledge, any of his
predecessors in interest or title, have done anything whereby the Property may
be encumbered; and
(e) He has the right to enter into this Agreement and to deal with the
Property in accordance with the terms of this Agreement, there are no disputes
over the title to the Property, and no other party has any interest in the
Property or the production therefrom or any right to acquire any such interest.
PURCHASER'S REPRESENTATIONS AND WARRANTIES
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2. The Purchaser represents and warrants to the Vendor that:
(a) it has been duly incorporated, amalgamated or continued and validly
exists as a corporation in good standing under the laws of its jurisdiction of
incorporation, amalgamation or continuation;
(b) it has duly obtained all corporate authorizations for the execution of
this Agreement and for the performance of this Agreement by it, and the
consummation of the transactions herein contemplated will not conflict with or
result in any breach of any covenants or agreements contained in, or constitute
a default under, or result in the creation of any encumbrance under the
provisions of the Articles or the constating documents of the Purchaser or any
shareholders' or directors' resolution, indenture, agreement or other instrument
whatsoever to which the Purchaser is a party or by which it is bound or to which
it or the Property may be subject; and
(c) no proceedings are pending for, and the Purchaser is unaware of any
basis for the institution of any proceedings leading to, the dissolution or
winding up of the Purchaser or the placing of the Purchaser in bankruptcy or
subject to any other laws governing the affairs of insolvent corporations.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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3. The representations and warranties in this Agreement shall survive the
closing of this transaction and shall apply to all assignments, conveyances,
transfers and documents delivered in connection with this Agreement and there
shall not be any merger of any representations and warranties in such
assignments, conveyances, transfers or documents notwithstanding any rule of
law, equity or statute to the contrary and all such rules are hereby waived.
The Vendor shall have the right to waive any representation and warranty made by
the Purchaser in the Vendor's favour without prejudice to any of its rights with
respect to any other breach by the Purchaser and the Purchaser shall have the
same right with respect to any of the Vendor's representations in the
Purchaser's favour.
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PURCHASE AND SALE
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4. The Vendor hereby sells and assigns and the Purchaser hereby purchases a
75% undivided interest in and to the Property for the sum of $3,500 Cdn. payable
on or before January 31, 2002.
FURTHER ASSURANCES
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5. Upon payment of the Purchase Price the Vendor shall execute or cause to
be executed a Xxxx of Sale or such other documents as the Purchaser may
reasonably require transferring a 75% undivided interest in and to the Property
to the Purchaser or its nominee which the Purchaser shall be at liberty to
record forthwith. The parties shall execute all further documents or assurances
as may be required to carry out the full intent of this Agreement.
JOINT VENTURE AGREEMENT
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6. Concurrently with the execution of this Agreement, the parties shall
execute a Joint Venture Agreement in the form attached hereto as Schedule "B".
NOTICE
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7. Each notice, demand or other communication required or permitted to be
given under this Agreement shall be in writing and shall be delivered,
telegraphed or telecopied 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 telegraphed 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.
PAYMENT
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8. All references to monies hereunder will be in Canadian funds. All
payments to be made to any party hereunder may be made by cheque mailed or
delivered to such party to its address for notice purposes as provided herein.
ENTIRE AGREEMENT
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9. This Agreement constitutes the entire agreement between the parties and
replaces and supercedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express or
implied, statutory or otherwise, between the parties with respect to the subject
matter herein.
GENDER
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10. Wherever the singular or neuter are used herein the same shall be deemed
to include the plural, feminine or masculine.
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ENUREMENT
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11. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.
SIGNED SEALED & DELIVERED
BY XXXX X. MIRKO
in the presence of:
XXXXXX X. KAPUSIANYK
Barristers & Solicitors
Suite 1880-Royal Centre
1055 W. Georgia Street, Box 11122
Xxxxxxxxx, XX X0X 0X0
/s/ XXXX X. MIRKO
_______________________________ _______________________________
Signature of Witness XXXX X. MIRKO
_______________________________
Name of Witness
_______________________________
Address of Witness
_______________________________
DELBROOK MINING CORP.
by its authorized signatory:
/s/ Xxxxx Xxxxxxxx
_______________________________
Signature of Authorized Signatory
Xxxxx Xxxxxxxx
_______________________________
Name of Authorized Signatory
_______________________________
Position of Authorized Signatory
SCHEDULE "A"
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THE PROPERTY
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Claim Name Grant Number Expiry Date
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Cinema 1 387906 July 11, 2002
Cinema 2 387907 July 11, 2002
Cinema 3 387908 July 11, 2002
Cinema 4 387909 July 11, 2002
all located in the Cariboo Mining District, British Columbia.
SCHEDULE "B"
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JOINT VENTURE AGREEMENT
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