PURCHASE AGREEMENT
THIS
AGREEMENT made March 9, 2007
BETWEEN: |
MOSQUITO
CONSOLIDATED GOLD MINES
LIMITED
|
(the
"Purchaser")
OF
THE
FIRST PART
AND: |
XXXX
XXXXXXXXX of 000 X. Xxxxxxxx, Xxxxx Xxxxxxx, 00000 and XXX XXXXXXXXX
of
0000 Xxxxxxxx, Xxxxxxxx, XX 00000
|
(collectively,
the "Vendor")
OF
THE
SECOND PART
WHEREAS:
A. The
Vendor warrants and represents that it is the owner of the mineral claims more
particularly described
in the schedule attached hereto (the "Mineral Claims").
B. The
Vendor has agreed to sell and transfer 100% of the right, title and interest
in
and to the Mineral Claims
pursuant to the terms hereinafter set forth free and clear of any and all claims
of whatsoever nature and kind.
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:
1. Purchase
and Sale
1.1 |
The
Vendor hereby sells, assigns, transfers and sets over unto the Purchaser
for its own use absolutely an undivided 100% interest in and to the
Mineral Claims in consideration for 100,000 common shares of MOSQUITO
CONSOLIDATED GOLD MINES LIMITED to be paid as to 50,000 common shares
to
XXXX XXXXXXXX and 50,000 common shares to XXX XXXXXXXX and the reservation
of a 0.5% net smelter return (defined as the proceeds from sale of
ores
or
concentrate) unto XXXX XXXXXXXX and the reservation of a 0.5% net
smelter
return unto XXX XXXXXXXX (collectively, the "Purchase Price") subject
to
the approval of the TSX Venture Exchange wherein the shares shall
have a
deemed price of CDN$I.40 per share. In addition the maximum finder's
fee
allowable by the TSX Venture Exchange will be paid to Xxx Xxxxx by
the
Purchaser.
|
1.2 |
The
parties agree that once the Purchaser has fulfilled all its obligations
(referred to in paragraph 1.1 herein), the Purchaser will become
the owner
of the Mineral Claims free and clear of any and all claims of whatsoever
nature and kind.
|
2. Vendor's
Reoresentation. Warranties and Covenants
2.1 |
The
Vendor represents, warrants and covenants
that:
|
(a) |
it
is the owner of an undivided 100% interest in and to the Mineral
Claims;
|
(b) |
the
Mineral Claims are free and clear of any encumbrances, liens or charges
and neither it nor any of its predecessors in interest or title have
done
anything whereby the Mineral Claims may be
encumbered;
|
(c) |
the
Mineral Claims are in good standing under all applicable laws and
regulations and all assessment
work required has been performed and filed and all taxes have been
paid;
|
(d) |
to
the best of the information and belief of the Vendor, the Mineral
Claims
have been properly located and staked and recorded in compliance
with the
laws of the jurisdiction in which they are situated, and that there
are no
disputes over title to the Mineral
Claims;
|
(e) |
it
has the right to enter into this Agreement and to dispose of 100%
of its
right, title and interest
in and to the Mineral Claims to the
Purchaser;
|
(f) |
upon
the payment of the Purchase Price, the Vendor shall execute or cause
to be
executed a duly
executed and registrable quitclaim or such other documents as the
Purchaser may reasonable require transferring 100% of its right,
title and
interest in and to the Mineral Claims to the Purchaser, which the
Purchaser shall be at liberty to record forthwith;
and
|
(g) |
to
the knowledge of the Vendor there are no outstanding agreements or
options
to acquire or purchase the Mineral Claims or any portion thereof
or
interest therein and no person as any royalty or interest whatsoever
in
production or profits from the Mineral Claims or any portion
thereof.
|
2.2 |
The
representations and warranties in paragraph 2.1 shall apply to all
assignments, conveyances, transfers and documents delivered in connection
with this Agreement and there shall be no merger of any representations
and warranties in such assignments, conveyances, transfers and documents
notwithstanding any rule of law, equity or statute to the contrary
and all
such rules are hereby waived. The Purchaser shall have the right
to waive
any representation and warranty made by the Vendor in the Purchaser's
favour without prejudice to any of its recourses with respect to
any other
breach by the Vendor. All of the representations and warranties contained
in this Agreement shall survive the closing of this
transaction.
|
3 Purchaser's
Representations. Warranties and Covenants
3.1
The
Purchaser represents, warrants and covenants that it has the right to enter
into
this Agreement.
4. General
Provisions
4.1 |
Time
shall be of the essence and the parties shall execute all further
documents or assurances as may
be required to carry out the full intent of this
agreement.
|
4.2 |
This
Agreement constitutes and contains the entire agreement and understanding
between the parties and supersedes all prior agreement, memoranda,
correspondence, communications, negotiations and representation,
whether
oral or written, express or implied, statutory or otherwise, between
the
parties or any of them with respect to the subject matter
hereof.
|
4.3 |
This
Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective
heirs, executors, administrators, successors and
assigns.
|
4.4 |
This
Agreement shall be governed by and interpreted in accordance with
the laws
of the Province of British
Columbia and the parties hereto irrevocably attorn to the jurisdiction
of
such Province.
|
4.5 |
This
Agreement may be signed in counterpart and all counterparts taken
together
shall constitute one
and the same Agreement, and any facsimile signature shall be taken
as an
original.
|
IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the
day and year first above written
The Property is described by the following:
WGLI
|
IMC
189416
|
Sees.
34 & 00, X 00X, X 00 X
|
||||||
XXX0
|
XXX
189415
|
Sec.
35
|
"
|
"
|
||||
Sheep
eater
|
IMC
190407
|
Sec.
33
|
"
|
"
|
||||
Motley
#2
|
MMC
215812
|
Sec.
00, X 0 X, X00 X
|
||||||
Xxxxxx
#7
|
MMC
215813
|
"
|
"
|
"
|
||||
Motley
# 10
|
MMC
215814
|
"
|
"
|
"
|
The
net
smelter returns payable under this Agreement in regard of the foregoing claims
shall also apply to any claims that are partly or wholly within an area of
interest defmed as all land within a two mile distance of the perimeters of
the
foregoing six claims.