ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT MADE AS OF THE 18TH DAY OF JANUARY, 2000 (the
"Effective Date").
BETWEEN:
XXXXXXXXX.XXX COMMUNICATIONS INC., formerly Carta Resources Ltd., a company duly
incorporated under the laws of the Province of British Columbia, having an
office at 601 - 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(hereinafter referred to as the "Assignor")
AND:
H. XXX XXXX & ASSOCIATES INC., a company duly incorporated under the laws of the
Province of British Columbia, having an office at 0000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxx, X.X.;
(hereinafter referred to as the "Assignee")
WHEREAS:
A. By an agreement dated April 29, 1999 (the "Option Agreement'), a
copy of which is attached hereto as Schedule "A", the Assignor was granted the
exclusive right to acquire a 100% interest and all rights appurtenant thereto in
20 mineral claims known as the MUG 1 to 8 and OM 1 to 12 Claims, located in the
Xxxxxx Mining Division, Yukon (the "Property");
B. The Assignor wishes to assign its right, title and interest in and
to the Option Agreement to the Assignee;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
covenants and agreements herein contained, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree each with the
other (the "Agreement") as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
1.1 The Assignor represents and warrants to the Assignee that:
(a) It is a company duly incorporated under the laws of the Province of
British Columbia, validly exists as a company in good standing under the laws of
the Province of British Columbia;
(b) It is the registered and beneficial owner of the Property and the
Property is free and clear of all liens, charges and encumbrances of any kind
whatsoever.
2. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE
2.1 The Assignee represents and warrants to the Assignor that it has
been duly incorporated and validly exists as a company in good standing under
the laws of the Province of British Columbia and has full power and absolute
authority and capacity to enter into this Agreement and to carry out the
transactions contemplated hereby.
3. TERMS AND CONDITIONS
3.1 The Assignor, subject to the terms and conditions of this
Agreement, hereby assigns to the Assignee 100% of its right, title and interest
in and to the Option Agreement, in consideration of the following:
(a) the payment of One Dollar ($1.00);
(b) the payment of 100% of all future expenses for the Property, including
option payments and exploration and development costs; and
(c) subject to the following, the assumption by the Assignee of 100% of the
Assignor's obligations to Xxxxx Xxxxxxxx, pursuant to the Option Agreement.
4. TERMINATION
4.1 This Agreement shall terminate as expressly provided in this
Agreement unless earlier terminated as follows:
(a) by written agreement of the parties; or
(b) by withdrawal of a party to this Agreement, the effective date of such
withdrawal to be at least 7 days after notice of the withdrawal has been given
by the withdrawing party. Any withdrawal under this provision shall not relieve
the withdrawing party of its share of expenses and obligations (whether such
accrue before or after such withdrawal) arising out of duties, obligations and
liabilities assumed prior to such withdrawal; or
(c) by the failure of a party to perform its obligations or pay its portion
of expenses as required by this Agreement. Upon such event the party who is not
in default may give notice to the defaulting party, which notice shall specify
details of such failure. If within 30 days after receipt of such notice the
defaulting party has not cured such failure or begun corrective action to cure
such failure then the party who is not in default may terminate this Agreement
by giving written notice of such termination to the defaulting party and the
defaulting party shall be deemed to have withdrawn from this Agreement pursuant
to paragraph (b) of this section 4.1. Any default under this provision shall
not relieve the defaulting party of its share of expenses and obligations
(whether such accrue before or after such default) arising out of duties,
obligations and liabilities assumed prior to such default.
5. GENERAL
5.1 The parties hereby agree to do or cause to be done all acts or
things necessary to implement and carry into effect this Agreement to its full
extent.
5.2 This Agreement is subject to the approval of the Canadian Venture
Exchange.
5.3 If there is any disagreement, dispute or controversy (hereinafter
collectively called a "dispute") between the parties with respect to any matter
arising under this Agreement or the construction hereof, the dispute shall be
determined by arbitration in accordance with the procedures set out in the
Arbitration Act of British Columbia RSBC 1996, Chapter 55 (the "Act").
5.4 Any notice to be given hereunder shall be sufficiently given if
delivered or sent by registered or certified mail, postage prepaid to the
parties hereto to the addresses set out on page 1 hereof, or such other address
as the parties may from time to time designate for themselves in writing and
such notice delivered by hand, facsimile, or mail shall be deemed to have been
received at the time of delivery or at the latest on the third business day
following the delivery thereof.
5.5 This Agreement shall be construed in accordance with the laws of
the Province of British Columbia.
5.6 Time shall be of the essence of this Agreement.
5.7 This Agreement embodies the entire agreement and understanding
among the parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof.
5.8 This Agreement shall enure to the benefit of and be binding upon
each of the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of
the day and year first above written.
XXXXXXXXX.XXX COMMUNICATIONS INC.
Authorized Signatory
H. XXX XXXX & ASSOCIATES INC.
Authorized Signatory
