Exhibit 10.8
PURCHASE AGREEMENT
The parties hereto, St. Xxxxxx Metals, Inc., 000 XxxxxxxXxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx 00000, (hereinafter the "Seller") and Idaho Consolidated
Metals Corporation, P.0. Box 1124, Lewiston, Idaho, (hereinafter the
"Purchaser"), agree to the sale by Seller and the purchase by Buyer of the below
referenced mining equipment and property on the following terms:
1. Consideration. In consideration of the sum of $25,000 cash at closing
paid by the Purchaser to the Seller, and Purchaser's commitment to deliver
75,000 shares of Purchaser's common stock to Seller at closing or as soon
thereafter as possible, subject to approval by the Vancouver Stock Exchange as
provided for in Section 12 below, the Seller grants to the Purchaser all of
Seller's interest in the mill site, mining property and equipment known as the
Xxxx Mine Mill Site in the Battle Mountain, Nevada area which is owned or leased
by the Seller, whatever the same may be. A list and description of assets to be
purchased is attached as Exhibit A and made a part hereof by reference.
2. Closing Date. Subject to satisfaction of the condition provided for in
Section 6 below, this Purchase will close at 12 noon on October 15, 1996. If the
approval provided for in Section 12 has not been received by the closing date,
this transaction shall nevertheless be consummated, and Purchaser will deliver
the shares of its stock to Seller as provided for in Section I above as soon as
it is able to obtain the regulatory approval required under Section 12.
3. Purchase Price. The total cash purchase price for this property is
$75,000 which represented Seller's original offer of sale to Purchaser. Seller
acknowledges that Purchaser has paid $50,000 of said price pursuant to the terms
of an Option Agreement dated August 2, 1995 as extended. The balance of $25,000
will be paid in cash at closing together with a total of 75,000 shares of
Purchaser's stock which will be authorized prior to closing and delivered to
Seller at closing or as soon thereafter as Purchaser is able to obtain the
approval of the Vancouver Stock Exchange.
4. Warranties. All equipment and property shall be purchased in "as is"
condition and Seller makes no warranties as to fitness for Purchaser's use.
5. Special Conditions. Purchaser will assume all liabilities for the
required reclamation and neutralization of existing cyanide at the Mill Site
area and pay for the required transfer of all permits to Purchaser. Further this
agreement, with respect to reclamation liabilities includes the Xxxx Mine
property and various unpatented mining claims, (see Exhibit A). The Purchaser
will assume all reclamation liabilities for the Xxxx Mine property and claims.
Purchaser agrees to cooperate fully with Seller in Seller's efforts to obtain a
release of the cash bond it has posted with the Nevada Department of
Environmental Protection (NDEP) in the principal amount of $220,000 and the
substitution in lieu thereof of Purchaser's arrangements satisfactory to NDEP.
6. Obligations. Purchaser shall also assume any and all payment obligations
commencing after the date of closing representing any payment due to Xxxxxxx X.
Xxxxxxxxxx. Purchaser is aware of the understandings between various persons and
Xxxxxxx X. Xxxxxxxxxx relating to the Xxxx Mine property and Purchaser has
agreed to assume all obligations related thereto and to deal directly with
Xxxxxxx X. Xxxxxxxxxx by agreement collateral to this Purchase Agreement. This
sale is contingent upon Purchaser entering into a satisfactory written agreement
with Xxxxxxx X. Xxxxxxxxxx relating to the lease of the Xxxx Mine property.
7. Possession. Purchaser has the right of possession at closing of and to
the property in Exhibit A attached hereto and made a part hereof by reference.
8. Transfer Documents. The required documents of transfer including
quitclaim xxxxx, xxxx of sale and any other required documents, including
reclamation bond documentation, shall be prepared expeditiously by a mutually
acceptable lawyer.
9. Documentation. Any required Bulk Sales Affidavits or other U.C.C.
documentation is waived between the parties.
10. Notices. Any notices due or to be delivered hereunder shall be deemed
to have been delivered when the same shall have been placed in the United States
mails, with sufficient postage affixed, certified, return receipt requested,
addressed to the other party at the address set forth above. No change of
address of any party shall be binding
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upon or effective as to any other party until 15 days after written notice
thereof shall have been delivered to the other party.
11. Entire Agreement. This Agreement shall be construed in accordance with
the laws of the State of Nevada except that all matters relating to unpatented
mining claims shall be governed by applicable federal law and regulation. This
Agreement constitutes the entire agreements between the parties. All other,
prior or contemporaneous agreements or understandings between the parties are
merged herein. No additions hereto or alterations hereof shall be binding upon
either party until and unless a memorandum in writing expressing such action
shall have been executed by both parties.
12. Approval. The parties hereto understand that this Purchase Agreement is
subject to approval of the Vancouver Stock Exchange which request will be
submitted by Purchaser as soon as practical and prosecuted by Purchaser in good
faith in order that such approval may be obtained as soon as possible.
In witness whereof, the parties have signed and acknowledged this Purchase
Agreement this 9th day of October, 1996.
Seller:
St. Xxxxxx Metals Inc.
By: /s/ X.X. Xxxxxxxxx, III
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X.X. Xxxxxxxxx, III
Chairman of the Board
Purchaser:
Idaho Consolidated Metals Corporation
By: /s/ Del Xxxxxxx
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Del Xxxxxxx, President and CEO
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Exhibit A
XXXXXXX-XXXXX PLANT:
Filter, (Autojet) U.S. Filter, Model 500/400, max temp. 250 degrees, 75 psi
with 18 leaves.
Xxxx XX-203 Vacuum Pump, 1750 RPM plus one spare pump.
Baldor 15 HP Plant Pump, 3450 RPM Berkley pump B2ZPL.
Baldor 15 HP Precipitation Pump w/Berkley B2ZPL Pump.
BEF Model 25-06-0101 Zinc Dust Screw Feeder, Hilix Feeder, water level
controller, 21"H x 21"L x 14"W, mixing cone 18" diameter x 30' high.
Two Xxxxxxx Filter Presses, size 30, 32 frames 100 psi max.
Xxxxxx Pneumatic Controller 000X
Xxxxxx Xxxxxxxxx transmitter 274A
Speed Air, model 3z922A, 3/4 HP, Air Compressor
Steel Surge Tank, 8'x 7'
Diotomaceous Earth Mixing Tank, 8'x 4'x 6'w/ Baldor 1 1/2 HP Motor Mixer,
850 RPM 1440 gal
8'x 4'x 42" Mixing Tank w/Flo-bin stand
Recirculation Tank: plastic 48' x 33" x 36' 325 gallons, Baldor 1 1/2 HP
motor @ 3450 RPM. Grundos Pump, Type CR2- U4, Model 250, 1-1/2 HP, 300 psi
Steel Deaeration Tower: 1000 gallon, 4'x 12'
Xxxxxxx-Xxxxx building with installation of M-C
Smelting Furnace with all necessary equipment.
Miscellaneous Equipment:
Pumps, Classifier (screw type)
18' Sweco Screen (may not be on site)
Fences
AA machine
LAND:
560 Acres MU Site Area
Xxxxxxx Mill Site Claims (10) with Well
All maps & flat files in old office in Battle Mountain, (F & H Mine Supply)
2 drafting tables
Light table
File Cabinets
