ASSIGNMENT
OF
INTEREST IN MINERAL PROPERTY OPTION AGREEMENTS
This Assignment Of Interest In Mineral Property Option Agreements (this
"Assignment") is made effective the 19th day of August, 2003, by and between:
Miranda Gold Corp. (formerly ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp. and Thrush Industries,
Inc.), a British Columbia corporation ("Assignor"); and
Otish Mountain Diamond Corp., a Nevada corporation ("Assignee")
PRELIMINARY STATEMENTS AND RECITALS
A. WHEREAS, the Province of Quebec, Ministere des Resources Naturelles
("MRN") issued certificates of title to a 100% interest in certain exploration
claims (the "Certificates"), attached hereto as Exhibit I, in the Otish Mountain
and Superior Craton regions of Quebec to Ubex Capital Inc., Monaco Investment
Corp. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Optionor" or collectively referred to as the
"Optionors");
B. WHEREAS, the Optionors and Assignor entered into the following series of
Mineral Property Option Agreements, including a series of amendments thereto and
their respective Schedules A, B and C, whereby Assignor acquired the exclusive
right and option to acquire an undivided 100% right, title, and interest in and
to certain mining claims (the "Mining Claims") subject to the Net Smelter Return
Royalty ("NSR") and the Gross Overriding Royalty ("GOR"), as provided in
Schedules B and C, respectively, that are the subject of this Assignment
(collectively referred to as the "Subject Option Agreements"), which Subject
Option Agreements are attached hereto in their entirety as Exhibit II, series
one (1) through six (6), and incorporated herein by this reference:
(1) The "Lac ▇▇▇▇▇▇▇" Mineral Property Option Agreement dated January 30,
2002, and amended agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and June 28, 2002, covering 34 claims comprising approximately 4,341 acres
(1,757 hectares);
(2) The "Lac Orillat" Mineral Property Option Agreement dated January 30,
2002, and amended agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and June 28, 2002, covering 39 claims comprising approximately 4,978 acres
(2,014 hectares);
(3) The "Lac Herve" Mineral Property Option Agreement dated September 10,
2002, covering 277 claims comprising approximately 34,382 acres (13,915
hectares);
(4) The "Lac Square Rock" Mineral Property Option Agreement dated September
10, 2002, covering 75 claims comprising approximately 9,488 acres (3,840
hectares);
(5) The "Lac Taffanel" Mineral Property Option Agreement dated September 10,
2002 covering 60 claims comprising approximately 7,615 acres (3,082 hectares);
and
(6) The "Lac Leran # 2" Mineral Property Option Agreement dated January 30,
2002 and amended agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and June 28, 2002, covering one (1) claim comprising approximately 129 acres
(52.28 hectares).
C. WHEREAS, pursuant to the Subject Option Agreements, the term "Property"
means and includes those mining claims to which title has been granted to the
Optionors by MRN (the "Mining Claims") and all rights and appurtenances
pertaining thereto, all water and water rights, rights of way and easements and
rights of ingress and egress over, on and through the land on which the Mining
Claims are located, both recorded and unrecorded, to which the Optionors are
entitled in respect thereof;
D. WHEREAS, Assignor has exercised its rights under the Subject Option
Agreements to acquire the Property;
E. WHEREAS, the Subject Option Agreements provide that with the consent of
the Optionors, which consent shall not be unreasonably withheld, Assignor has
the right to assign all or part of its interest in the Subject Option Agreements
to Assignee provided that Assignee agrees to be bound by the terms of the
Subject Option Agreements;
F. AND WHEREAS, Assignor desires to assign, sell and convey its interest in
the Subject Option Agreements to Assignee on the terms, provisions and
conditions set forth herein and Assignee desires to purchase and receive such
assignment and conveyance on the terms, provisions and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee do hereby
agree as follows:
ARTICLE I
ASSIGNMENT OF MINERAL PROPERTY OPTION AGREEMENTS
Section 1.01. Consideration. For the sum of Fifty-Seven Thousand Three
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Hundred Canadian Dollars (CAN$ 57,300) and the commitment by the Assignee to
complete the obligations as outlined in this Article I and this Assignment
Agreement, the Assignor hereby assigns, sells and conveys to the Assignee, all
of Assignor's interest in the Subject Option Agreements, which interest
constitutes the exclusive right and option to acquire an undivided 100% right,
title and interest in and to the Property (the "Interest"), subject to the NSR
and GOR, except that in Section 4 of the Subject Option Agreements the NSR and
GOR (relating to the amount of royalty to be paid), 3% shall be inserted for 2%.
The payment to the Assignor of CAN$ 57,300 shall be paid in full upon the
Closing.
Section 1.02. Finder's Fee and Commission. The Assignee acknowledges
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that the Assignor shall pay a finders fee in the amount of CAN$ 2,200 to
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who acted for Assignor in connection with this Assignment.
Such payment shall be made through ▇▇. ▇▇▇▇▇▇▇'▇ firm, Bolder Investment
Partners. The Assignor agrees to indemnify Assignee with respect to this
payment as provided in Section 5.02.
Section 1.03. Minimum Exploration Expenditures and Renewal Fees. (a)
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The Assignee shall, at least two (2) months before the expiration date of each
Mining Claim, either spend a minimum of $135 per Mining Claim on exploration
(the "Minimum Exploration Expenditure") or provide written notice to Assignor of
Assignee's intent not to spend such amount or complete such exploration. The
Mining Claims, Minimum Exploration Expenditure, and the most recent expiration
dates and exploration completion or notice due dates are set forth in Exhibit
III, attached hereto.
(b) The Assignee shall, at least two (2) months before the expiration
date of each Mining Claim, either pay the Claim Maintenance/Renewal Fee of $105
per Mining Claim to the appropriate governmental authority (the "Renewal Fees")
or provide written notice to the Assignor of the Assignee's intent not to spend
such amount. The Mining Claims, Renewal Fees, and most recent expiration dates
are set forth in Exhibit III attached hereto.
(c) In the event that the Assignee either fails to spend the Minimum
Exploration Expenditure and pay the Renewal Fees on or before the expiration
dates as set out in Exhibit III hereto, or provides written notice to the
Assignee of its intention not to do so in accordance with section 1.03(a) and
(b) above, then the Assignor shall have the option to assume the
responsibilities to pay the Renewal Fees and/or to expend the Minimum
Exploration Expenditure and shall, if it chooses to do so, reacquire to the
Mining Claims and Property by doing so. The Assignee shall cooperate,
reasonably, with the Assignor, and execute any documents as may reasonably
necessary or required in order to allow the Assignor to reassume title to the
Mining Claims and Property, but the Assignee shall have no liability to the
Assignor or the Optionors if it fails to expend the Minimum Exploration
Expenditures or to pay the Renewal Fees as set out above.
Section 1.04. Agreements to be Bound. Assignee hereby agrees that
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this Assignment Of Interest In Mineral Property Option Agreement is subject to
the terms of the Subject Option Agreements and Assignee hereby agrees to be
bound by the terms of the Subject Option Agreements including the change to the
NSR and GOR as described in section 1.01 herein.
Section 1.05. Closing. The closing ("Closing") of the transaction
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contemplated by this Assignment shall be on a date and at such time as the
parties may agree ("Closing Date") but not later than September 5, 2003 subject
to the right of the Assignor or the Assignee to extend such Closing Date by up
to an additional ten (10) days. Such Closing shall take place at a mutually
agreeable time and place. The Closing shall take place after:
(a) all parties have executed this Agreement;
(b) the Optionors have executed the consents to this Agreement as set
out in Section 6.04 ( and attached hereto as Exhibit IV)
(c) the Assignor has delivered all Data in accordance with Section 4.03
of this Agreement;
(d) the conditions set out in Article VI of this Agreement have been
satisfied and the Assignor has completed the steps set out in, and provided the
documents required by, Section 6.04 to this Agreement;
(e) the Assignee has delivered, into the trust account of its
solicitors, the sum of $57,300 (CDN) as required by Section 1.01 of this
Agreement.
Section 1.06. Steps Prior to Closing. The parties shall execute this
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Agreement, and shall provide executed copies of this Agreement to the other
parties of record in accordance with the terms of this Agreement, no later than
August 27, 2003.
The Assignee shall deliver into its solicitor's trust account, and provide
written notice to the Assignor of such delivery, the sum of $57,300 (CDN) on or
before August 29, 2003, all other terms and conditions required for the Closing
(with the sole exception of recording title of the Assignee against the Property
in accordance with section 6.04 (b) herein) shall take place on or before
September 3, 2003, and all parties shall provide written notice to other parties
of record to this Agreement, in accordance with the terms of this Agreement, of
the satisfaction of such terms and conditions, on or before September 3, 2003.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF ASSIGNOR AND OPTIONORS
As an inducement to, and to obtain the reliance of the Assignee, the
Assignor and represents and warrants as follows:
Section 2.01. Authority. The Assignor and Optionors have all requisite
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power and authority, corporate or otherwise, to execute and deliver this
Assignment, and the Optionors have all requisite power and authority, corporate
or otherwise to execute and deliver their written consent, and to consummate the
transactions contemplated hereby and thereby. The Assignor and the Optionors
have duly and validly executed and delivered this Assignment and written
consent, respectively, and will, on or prior to the Closing, execute such other
documents as may be required hereunder, assuming the due authorization,
execution and delivery of this Assignment and written consent by the parties
hereto and thereto.
Section 2.02. Valid Obligation. This Assignment constitutes the legal,
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valid and binding obligation of the Assignor (and the Optionors, as applicable),
enforceable against the Assignor and the Optionors, as applicable, in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and general equitable principles.
Section 2.03. No Conflict. The execution and delivery by the Assignor of
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this Assignment and the Optionors of their written consent, and the consummation
of the transactions contemplated hereby and thereby, do not and will not, by the
lapse of time, the giving of notice or otherwise: (a) constitute a violation of
any law; (b) constitute a breach or violation of any provision contained in the
Articles of Incorporation or Bylaws or similar documents of Assignor or the
Optionors, as applicable; or (c) result in or require the creation of any lien
(except for the rights of the Assignee under this Agreement) upon the Subject
Option Agreements, Property, Mining Claims or Certificates.
Section 2.04. Consents and Approvals. Except for the possible approval of
----------------------
the Exchange, to the knowledge of the parties hereto, no governmental approvals
and no notifications, filings or registrations to or with any governmental
authority or any other person is or will be necessary for the valid execution
and delivery by the Assignor of this Assignment, the Optionors of their written
consent, or the consummation of the transactions contemplated hereby or thereby,
or the enforceability hereof or thereof.
Section 2.05. Litigation. There are no claims pending or, to the
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knowledge of the Assignor, threatened against or affecting the Assignor, the
Optionors, Subject Option Agreements, Property, Mining Claims or Certificates.
The Assignor has no knowledge of the basis for any claim, against the Assignor,
the Optionors, or any other entity, which alone or in the aggregate: (a) could
reasonably be expected to result in any liability with respect to the Subject
Option Agreements, Property, Mining Claims or Certificates; or (b) seeks to
restrain or enjoin the execution and delivery of this Assignment, the Optionors
written consent, or the consummation of any of the transactions contemplated
hereby or thereby. There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against the Assignor, Optionors, Subject Option
Agreements, Property, Mining Claims or Certificates.
Section 2.06. Disclosure. The Subject Option Agreements, as amended, and
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the schedules, documents, exhibits, reports, certificates and other written
statements and information furnished by or on behalf of the Assignor and/or
Optionors to the Assignee do not contain any material misstatement of fact or,
to the knowledge of the Assignor, omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading. The Assignor has not withheld any
fact known to it that has, or is reasonably likely to have, a material adverse
effect with respect to the Subject Option Agreements, Property, Mining Claims or
Certificates.
Section 2.07. Obligations regarding the Property. The information and
-----------------------------------
obligations set out in Section 1.03 and Exhibit III to this Agreement comprise
all of the obligations necessary for the Assignee to keep title to the Mining
Claims and the Property in good standing to the dates set out in Exhibit III and
to then obtain a two (2) year Renewal of the Mining Claims and Property. The
Assignor represents and warrants that the terms of the Subject Option Agreements
comprise all obligations which the Assignor and Optionors have with regards to
the Property, to the knowledge of the Assignor, save and except any obligations
to governmental authorities or agencies which are disclosed in this Agreement,
and that there are no further obligations of the Optionors or Assignors relating
to the Properties or Mining Cliams known to the Assignor which are not disclosed
in this Agreement.
Section 2.08 Accuracy of Recitals. The Assignor and the Optionors
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represent and warrant that the matters and facts set forth in the preliminary
statements and recitals to this Agreement, items A-E, are accurate.
Section 2.09. Ownership. The Assignor represents and warrants that
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it owns 100% of the Subject Option Agreements and the Property, Mining Claims
and Certificates immediately prior to the execution and delivery of this
Assignment. Furthermore, the Assignor represents and warrants that the Subject
Option Agreements are valid, binding and otherwise fully enforceable by or
against the Assignor or the Optionors.
Section 2.10 Defense of Title. Assignor specifically warrants and
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agrees to defend the title to the Subject Option Agreements against the claims
and demands of all persons claiming the same or any part thereof by, through or
under Assignor, but not otherwise.
Section 2.11. Brokers; Finders and Financial Advisors. Except as
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otherwise provided in Section 1.02, no broker, finder or financial advisor has
acted for Assignor in connection with this Assignment or the transactions
contemplated hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker's, finder's or financial advisor's fee or other
commission in respect thereof based in any way on any contract with Assignor.
Assignor agrees to indemnify Assignee as provided in Section 5.02.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES OF ASSIGNEE
As an inducement to, and to obtain the reliance of the Assignor and the
Optionors, the Assignee represent and warrant as follows:
Section 3.01. Authority. The Assignee has all requisite power and
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authority, corporate or otherwise, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby and thereby. The Assignee has
duly and validly executed and delivered this Assignment and will, on or prior to
the Closing, execute, such other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Assignment by the
parties hereto and thereto.
Section 3.02. Valid Obligation. This Assignment constitutes the legal,
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valid and binding obligation of the Assignee, enforceable against the Assignee
in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and general equitable principles.
Section 3.03. No Conflict. The execution and delivery by the Assignee of
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this Assignment and the consummation of the transactions contemplated hereby and
thereby, do not and will not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; or (b) constitute a breach or
violation of any provision contained in the Articles of Incorporation or Bylaws
of the Assignee.
Section 3.04. Consents and Approvals. To the knowledge of the parties
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hereto, no governmental approvals and no notifications, filings or registrations
to or with any governmental authority or any other person is or will be
necessary for the valid execution and delivery by the Assignee of this Agreement
or the consummation of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have been obtained or
made and are in full force and effect.
Section 3.05. Brokers; Finders and Financial Advisors. No broker,
-------------------------------------------
finder or financial advisor has acted for Assignee in connection with this
Assignment or the transactions contemplated hereby or thereby, and no broker,
finder or financial advisor is entitled to any broker's, finder's or financial
advisor's fee or other commission in respect thereof based in any way on any
contract with Assignee.
ARTICLE IV
SPECIAL COVENANTS
Section 4.01. Further Assurances. The Assignor, the Optionors and the
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Assignee agree that, from time to time, whether before, at or after the Closing,
each of them will take such other action, execute, acknowledge and deliver such
contracts, deeds, or other documents, and cooperate with each other in order to
obtain any required third party consents to this Assignment and the transactions
herein contemplated, including the approval of the Exchange, if necessary (a) as
may be reasonably requested and necessary or appropriate to carry out the
purposes and intent of this Assignment; or (b) to effect or evidence the
assignment to the Assignee of the Interest held by, or recorded in the name of,
the Assignor.
Section 4.02. Access to the Property. The Assignee and the Optionors
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will afford to the Assignee or the authorized representative of the Assignee
physical access to the land on which the Property is located, in order that the
Assignee may have a full opportunity to make such reasonable investigation as it
shall desire to make of the condition of the land and the physical nature of the
Property. Any such investigation and examination shall be conducted at
reasonable times and under reasonable circumstances, and each party hereto shall
cooperate fully therein. No investigation or failure to conduct an
investigation by the Assignee hereto shall, however, diminish or waive in any
way any of the representations, warranties, covenants or agreements of the
Assignor or the Optionors under this Assignment.
Section 4.03 Reports and Data. The Assignor shall provide to the
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Assignee, upon the Closing, copies of all reports, data, drill logs, engineering
studies, geological assessments, 43-101 reports, or other information or data
relating to, or derived from, the Properties and the Subject Option Agreements
(the "Data"). The Assignor consents to, and authorizes, the Assignee to use
Data for its own purposes, and to disclose all such Data as the Assignee deems
fit. The Assignee acknowledges that such Data may also relate to, or be derived
from, in whole or part, other mining claims, interests or rights owned or
controlled by the Assignor or the Optionors and that the Assignor or the
Optionors may also wish to utilize, rely upon, and disclose, the Data and
consents to the Assignor or the Optionors doing so with respect to any such
other mining rights, claims, or interests which are not specifically assigned
pursuant to this Agreement.
ARTICLE V
INDEMNIFICATION
Section 5.01. Indemnification of Assignor. Subject to the terms and
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conditions of this Article V, from and after the Closing, Assignee agrees to
indemnify, defend and hold harmless the Assignor, its respective affiliates, its
respective present and former directors, officers, shareholders, employees and
agents and its respective heirs, executors, administrators, successors and other
assigns (the "Assignor Indemnified Persons"), from and against any and all
claims, liabilities and losses which may be imposed on, incurred by or asserted
against any Assignor Indemnified Person, arising out of or resulting from,
directly or indirectly:
(a) the inaccuracy of any representation or breach of any warranty of
the Assignee contained in or made pursuant to this Assignment which was not
disclosed to the Assignor in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Assignor with
respect to conditions to Closing in Section 6.02;
(b) the breach of any covenant or agreements of Assignee contained in
this Assignment; or
(c) any claim to fees or costs for alleged services rendered by a
broker, agent, finder or other person claiming to act in a similar capacity at
the request of the Assignee in connection with this Assignment;
provided, however, that Assignee shall not be liable for any portion of any
claims, liabilities or losses resulting from a material breach by Assignor of
its obligations under this Assignment or from an Assignor Indemnified Person's
gross negligence, fraud or willful misconduct.
Section 5.02. Indemnification of Assignee. Subject to the terms and
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conditions of this Article V, the Assignor agrees to indemnify, defend and hold
harmless the Assignee, its respective affiliates, its respective present and
former directors, officers, shareholders, employees and agents and its
respective heirs, executors, administrators, successors and assigns (the
"Assignee Indemnified Persons") from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any Assignee
Indemnified Person, arising out of or resulting from, directly or indirectly:
(a) the inaccuracy of any representation or breach of any warranty of
Assignor contained in or made pursuant to this Assignment which was not
disclosed to Assignee in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Assignor with
respect to conditions to Closing in Section 6.03;
(b) the breach of any covenant or agreements of Assignor contained in
this Assignment; or
(c) any claim to fees or costs for alleged services by a broker, agent,
finder or other person claiming to act in a similar capacity at the request of
Assignor in connection with this Assignment;
provided, however, that Assignor shall not be liable for any portion of any
claims, liabilities or losses resulting from a material breach by Assignee, of
any of its obligations under this Assignment or from an Assignee Indemnified
Person's gross negligence, fraud or willful misconduct.
ARTICLE VI
CONDITIONS
Section 6.01. Conditions to Obligations of each of the Parties. The
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respective obligations of each party to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree or ruling which prevents the consummation of the transactions
contemplated by this Assignment shall have been issued and remain in effect; (b)
no claim shall have been asserted, threatened or commenced and no law shall have
been enacted, promulgated or issued which would reasonably be expected to (i)
prohibit the assignment of, payment for or retention of the Interests by
Assignee or the consummation of the transactions contemplated by this Assignment
or (ii) make the consummation of any such transactions illegal; and (c) all
approvals legally required for the consummation of the transactions contemplated
by this Assignment shall have been obtained and be in full force and effect at
the Closing.
Section 6.02. Conditions to Obligations of Assignor. The obligations of
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the Assignor to consummate the transactions contemplated hereby shall be subject
to the fulfillment at or prior to the Closing Date of the following additional
conditions, except as the Assignor may waive in writing: (a) the Assignee shall
have complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Assignment which are
required to be complied with and performed on or prior to Closing; and (b) the
representations and warranties of the Assignee in this Assignment shall have
been true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.
Section 6.03. Conditions Precedent to Obligations of Assignee. The
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obligations of the Assignee to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to Closing of the following
additional conditions, except as the Assignee may waive in writing: (a) the
Assignor shall have complied with and performed in all material respects all of
the terms, covenants, agreements and conditions contained in this Assignment
which are required to be complied with and performed on or prior to Closing,
including those set out in Sections 1.06, 4.03, and 6.04 herein; and (b) the
representations and warranties of the Assignor in this Assignment shall have
been true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.
Section 6.04. Condition Precedent to Obligations of Assignee. The
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obligations of the Assignee to consummate the transactions contemplated hereby
shall remain subject to the fulfillment after Closing of the following
additional conditions, except as the Assignee may waive in writing: (a) the
Assignor shall cause the Optionors to provide written consent as set out in
Section 1.06 of this Assignment Agreement (in the form attached hereto as
Exhibit IV); and (b) the Assignor shall record on behalf of the Assignee this
Assignment against title to the Property within ten (10) days after the
execution hereof. In the event that the Optionors does not provide written
consent within the applicable time, or the Assignor does not record within the
applicable time, the Assignee may rescind this Assignment.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Benefit and Burden. All of the terms, provisions and
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conditions of this Assignment shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
Section 7.02. No Third Party Rights. Nothing in this Assignment shall
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be deemed to create any right in any creditor or other person not a party hereto
(other than the Optionors, the Assignor Indemnified Persons and the Assignee
Indemnified Persons) and this Assignment shall not be construed in any respect
to be a contract in whole or in part for the benefit of any third party (other
than the Optionors, the Assignor Indemnified Persons and the Assignee
Indemnified Persons).
Section 7.03. Notices. Any and all notices, requests or other
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communications hereunder shall be given in writing and delivered by: (a)
regular, overnight or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or (d) overnight courier service, to the parties at the following addresses or
facsimile numbers:
(i) if to Assignor, to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Miranda Gold Corp.
Suite 306 - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Telephone Number (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Number (▇▇▇) ▇▇▇-▇▇▇▇
(ii) if to Assignee, to: Otish Mountain Diamond Corp.
c/o ▇▇▇▇▇ ▇. ▇▇▇▇, Attorney at Law
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile Number: (713) 524- 4122
Telephone Number: (713) 524- 4110
Copies to: ▇▇▇▇▇ ▇. ▇▇▇▇, Attorney at Law
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address or number as shall be designated by either of the
parties in a notice to the other party given in accordance with this Section
7.03. Except as otherwise provided in this Assignment, all such communications
shall be deemed to have been duly given: (A) in the case of a notice sent by
regular or registered or certified mail, three business days after it is duly
deposited in the mails; (B) in the case of a notice delivered by hand, when
personally delivered; (C) in the case of a notice sent by facsimile, upon
transmission subject to telephone confirmation of receipt; and (D) in the case
of a notice sent by overnight mail or overnight courier service, the next
business day after such notice is mailed or delivered to such courier, in each
case given or addressed as aforesaid.
Section 7.04. Governing Law. This Agreement shall be construed in
---------------
accordance with and governed by the laws of the State of Nevada, excluding any
provision which would require the use of the laws of any other jurisdiction.
Section 7.05. Entire Agreements, Amendments and Waivers. This
---------------------------------------------
Agreement constitutes the entire Agreements of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No variations,
modifications, changes or extensions of this Agreement or any other terms hereof
shall be binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent of such party.
Section 7.06. Survival; Termination. The representations, warranties,
---------------------
and covenants of the respective parties shall survive the Closing and the
consummation of the transactions herein contemplated for a period of two (2)
years, or such longer period as may be determined by the Subject Option
Agreements.
Section 7.07. Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
Section 7.08. Captions and Headings. The captions and headings
------------------------
contained in this Agreement are inserted and included solely for convenience and
shall not be considered or given any effect in construing the provisions hereof
if any question of intent should arise.
Section 7.09. Gender; Use of Nouns. Words used in this Agreement in
----------------------
any gender will be deemed to include the masculine, feminine or neuter gender;
singular words will include the plural and plural words will include the
singular.
Section 7.10. Severability. The invalidity or unenforceability of any
------------
term, phrase, clause, paragraph, restriction, covenant, Agreements or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
Section 7.11. Faxed Copies. For purposes of this Agreement, a faxed
-------------
signature will constitute an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first written above.
MIRANDA GOLD CORP.
(FORMERLY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORP. AND
THRUSH INDUSTRIES INC.)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Its: President
----------------------------------
OTISH MOUNTAIN DIAMOND CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Its: President
----------------------------------
EXHIBIT IV
----------
WRITTEN CONSENT
TO
ASSIGNMENT OF INTEREST IN MINERAL PROPERTY OPTION AGREEMENTS
Ubex Capital, Inc., Monaco Investment Corp., and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇
("Optionors"), hereby provide their written consent to the Assignment of
Interest In Mineral Property Option Agreements made effective the 19th day of
August, 2003, by and between Miranda Gold Corp. (formerly ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp.
and Thrush Industries, Inc.), a British Columbia corporation ("Assignor") and
Otish Mountain Diamond Corp., a Nevada corporation ("Assignee") (the
"Assignment"), which Assignee has thereby agreed to be bound by the terms of the
Subject Option Agreements, as such term is defined in the Assignment and
attached thereto as Exhibit II, series one (1) through (6).
UBEX CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Its: President
----------------------------------
MONACO INVESTMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Its: President
----------------------------------
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT III
A. EXPLORATION EXPENDITURES
PROPERTY MINING EXPIRATION MINIMUM EXPLORATION
CLAIMS DATE EXPLORATION COMPLETION OR
EXPENDITURE NOTICE DUE
$ DATE
---------------------------------------------------------------------
Lac ▇▇▇▇▇▇▇ 34 11-Feb-04 4,590 11-Dec-03
Lac Orillat 39 13-Feb-04 5,265 13-Dec-03
Lac Herve 277 22-Apr-04 37,395 22-Feb-04
Lac Square Rock 75 2-Apr-04 10,125 2-Feb-04
Lac Taffanel 60 25-Mar-04 8,100 25-Jan-04
Lac Leran # 2 1 27-Feb-04 135 27-Dec-03
---------------------------------------------------------------------
TOTAL 486 65,610
B. CLAIM MAINTENANCE/RENEWAL FEES
PROPERTY MINING EXPIRATION CLAIM CLAIM
CLAIMS DATE MAINTENANCE/ MAINTENANCE/
RENEWAL FEE RENEWAL FEE
$ DUE DATE
---------------------------------------------------------------------
Lac ▇▇▇▇▇▇▇ 34 11-Feb-04 3,570 11-Dec-03
Lac Orillat 39 13-Feb-04 4,095 13-Dec-03
Lac Herve 277 22-Apr-04 29,085 22-Feb-04
Lac Square Rock 75 2-Apr-04 7,875 2-Feb-04
Lac Taffanel 60 25-Mar-04 6,300 25-Jan-04
Lac Leran # 2 1 27-Feb-04 105 27-Dec-03
---------------------------------------------------------------------
TOTAL 486 51,030
