MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference February17, 2003.
BETWEEN:
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(the "Vendor")
OF THE FIRST PART
AND:
ALBERTA STAR DEVELOPMENT CORP., a body corporate, duly
incorporated under the laws of the Province of British Columbia
and having its head office at ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
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("Alberta Star")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the registered and beneficial owner of one mineral
claim located approximately 350 kilometres north of Yellowknife,
Northwest Territories, which claim is more particularly described
in Schedule "A" attached hereto which forms a material part
hereof (collectively, the "Claim"); Target #2-F71014
B. The Vendor has agreed to ell and Alberta Star has agreed to
purchase a 50% undivided right, interest and title in and to the
Claim upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants and provisos herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to Alberta Star that:
(a) The Vendor is the beneficial owner of the Claim and holds the
right to transfer title to the Claim and to explore and develop
the Claim;
(b) The Vendor holds the Claim free and clear of all liens, charges
and claims of others, and the Vendor has a free and unimpeded
right of access to the Claim and has use of the Claim surface
for the herein purposes;
(c) The Claim has been duly and validly located and recorded in a
good and miner-like manner pursuant to the laws of the Northwest
Territories and are in good standing in the Northwest Territories
as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to the
Vendor's ownership of or title to the Claim nor to the knowledge
of the Vendor is there any basis therefor, and there are no
outstanding agreements or options to acquire or purchase the
Claim or any portion thereof;
(e) The Vendor has the full right, authority and capacity to enter
into this Agreement without first obtaining the consent of any
other person or body corporate and the consummation of the
transaction 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 any indenture, agreement or
other instrument whatsoever to which the Vendor is a party or by
which he is bound or to which he is subject; and
(f) No proceedings are pending for, and the Vendor is unaware of any
basis for, the institution of any proceedings which could lead
to the placing of the Vendor in bankruptcy, or in any position
similar to bankruptcy.
1.2 The representations and warranties of the Vendor set out in
paragraph 1.1 above form a part of this Agreement and are conditions upon
which Alberta Star has relied in entering into this Agreement and shall
survive the acquisition of any interest in the Claim by Alberta Star.
1.3 The Vendor will indemnify Alberta Star from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of
any representation, warranty, covenant, agreement or condition made by the
Vendor and contained in this Agreement.
1.4 The Vendor acknowledges and agrees that Alberta Star has entered
into this Agreement relying on the warranties and representations and other
terms and conditions of this Agreement and that no information which is now
known or which may hereafter become known to Alberta Star shall limit
or extinguish the right to indemnity hereunder, and, in addition to any other
remedies it may pursue, Alberta Star may deduct the amount of any such loss
or damage from any amounts payable by it to the Vendor hereunder.
2. ALBERTA STAR'S REPRESENTATIONS
Alberta Star warrants and represents to the Vendor that it is a body
corporate, duly incorporated under the laws of the Province of British
Columbia with full power and absolute capacity to enter into this Agreement
and that the terms of this Agreement have been authorized by all necessary
corporate acts and deeds in order to give effect to the terms hereof.
3. SALE OF INTEREST IN CLAIM
The Vendor hereby sells, grants and devises to Alberta Star a
50% undivided right, title and interest in and to the Claim in consideration
of Alberta Star:
(a) paying $3,500 to the Vendor upon execution of this Agreement;
(b) paying an additional $11,500 to the Vendor upon TSX Venture
Exchange acceptance for filing of this Agreement ( "Exchange
Acceptance");
(c) issuing 200,000 common shares in its capital stock at a deemed
price of $0.20 to the Vendor within five days of Exchange
Acceptance;
(d) incurring a minimum of $50,000 in exploration expenditures on
the Claim prior to December 31, 2003; and
(e) incurring a further $50,000 in exploration expenditures on the
Claim prior to December 31, 2004.
4. TRANSFER OF CLAIM
Upon Exchange Acceptance, the Vendor shall register a 50%
interest in and to the Claim into the name of Alberta Star. Should Alberta
Star, at any time, determine that it wishes to abandon its interest in the
Claim, Alberta Star must first provide the Vendor with 30 days notice of its
intention to do so. Upon receipt of such notice, the Vendor may request
Shabute to retransfer the title its interest in the Claim to him, and Alberta
Star hereby agrees to do so.
5. COVENANTS OF ALBERTA STAR
Alberta Star shall perform all work on the Claim in a miner-like
manner and shall comply with all laws, regulations and permitting requirements
of Canada and the Northwest Territories including compliance with all:
(a) environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
6. FORCE MAJEURE
If Alberta Star is prevented from or delayed in complying with
any provisions of this Agreement by reason of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
reasons beyond the control of Alberta Star, the time limited for the
performance of the various provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such
prevention and delay, and Shabute, insofar as is possible, shall promptly give
written notice to the Vendor of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps to
remove the cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
7. JOINT VENTURE AGREEMENT
Upon Alberta Star providing all the consideration due to the
Vendor pursuant to paragraph 3, the Vendor and Alberta Star shall form a
single purpose joint venture to further explore and develop the Claim and
shall execute a joint venture agreement on terms and conditions acceptable to
each party, substantially in the form of the Rocky Mountain Mineral Law
Foundation Form No. 5, but not inconsistent with the terms of this Agreement.
8. RIGHT OF ENTRY
For so long as this Agreement continues in full force and effect,
Alberta Star, its employees, agents, permitted assigns and independent
contractors shall have the sole and exclusive right and option to:
(a) enter upon the Claim;
(b) have exclusive and quiet possession of the Claim;
(c) incur expenditures;
(d) bring upon and erect upon the Claim such mining facilities as
Alberta Star may consider advisable; and
(e) remove from the Claim and sell or otherwise dispose of mineral
products.
9. OPERATOR
After the execution of this Agreement, the Vendor, or at the
Vendor's option, his respective associate or nominee or such other unrelated
entity as he may determine, will act as the operator of the Claim under this
Agreement. The Vendor, if operator, may resign as the operator at any time by
giving 30 calendar days prior written notice to Alberta Star, and within such
30 day period, the Vendor may appoint another party who covenants to act as
the operator of the Claim upon such terms as the Vendor sees fit.
10. POWER AND AUTHORITY OF THE OPERATOR
After the execution of this Agreement, the operator shall have
full right, power and authority to do everything necessary or desirable in
connection with the exploration and development of the Claim and to determine
the manner of operation of the Claim as a mine.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between
the parties hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral or
written, express or implied, statutory or otherwise, between the parties with
respect to the subject matter of this Agreement.
12. NOTICE
12.1 Any notice required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered, in the case of the
Vendor, as follows:
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and, in the case of Alberta Star, as follows:
Alberta Star Development Corp..
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and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed, on the fourth business day after the
date of mailing thereof.
12.2 Either party may from time to time by notice in writing change
its address for the purpose of this paragraph.
13. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent
specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.
14. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent
of this Agreement.
15. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
16. TITLES
The titles to the respective sections hereof shall not be deemed
a part of this Agreement but shall be regarded as having been used for
convenience only.
17. CURRENCY
All funds referred to under the terms of this Agreement shall be
funds designated in the lawful currency of Canada.
18. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in this
Agreement shall constitute a violation or breach of the entire instrument or
Agreement and shall constitute the basis for cancellation or termination.
19. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws prevailing in the Province of British
Columbia.
20. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
21. ASSIGNMENT
Either party may assign part or all of its interest in the Claim
with the other party's consent, which consent shall not be unreasonably
withheld.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
ALBERTA STAR DEVELOPMENT.
/s/ David Lorne PER: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. LORNE ▇▇▇ ▇▇▇▇▇▇▇▇
PRESIDENT
SCHEDULE "A"
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TO THAT CERTAIN AGREEMENT MADE AS OF FEBRUARY 17, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ STAR DEVELOPMENT CORP.
The Claim consists of one mineral claims located in the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ with the following record number and area:
Claim Name Record No.Acreage
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Target 2 F71014 2530.8
