Patriot Power Corp. Carson City, N.V. 89706 Re: Letter of Agreement and Joint Venture Agreement between Rodinia Minerals Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition of an interest in 209 unpatented lode claims and the...
November
2nd, 2005
000
Xxxx Xxxx Xxxxxx
Carson
City, N.V. 89706
Re:
Letter of Agreement and Joint Venture Agreement between Rodinia Minerals
Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition
of an
interest in 209 unpatented lode claims and the operation of a Joint Venture
in
those 209 claims and 21 claims acquirable under option by
Patriot.
Whereas:
Patriot
is the holder of an option to acquire a 100% interest in 21 unpatented lode
mining claims located in Gila County, Arizona U.S.A (the "Lake Property")
granted by a Letter Agreement dated November 2, 2005 between Patriot and
Xxxxxx-May Minerals, Inc. (the" Lake Option") a copy of which is attached hereto
as Schedule "A";
Rodinia
is the beneficial holder of 209 unpatented lode mining claims (the "209
Property") which essentially surrounds the Lake Property, particulars of which
are attached as Schedule
This
letter sets forth the principal terms and conditions upon which Patriot will
acquire an option to earn a sixty percent (60%) interest in the 209 Property
by
the due exercise by Patriot of the Lake Option , and thereafter Xxxxxxx and
Patriot will participate as a joint venture, for the purpose of further
exploration and other related work on the Lake Property and the 209 Property
in
each of which properties Xxxxxxx will have a 40% interest and Patriot will
have
a 60% interest.
This
letter when signed constitutes a binding agreement between Patriot and Xxxxxxx
provided always that either party may require a more formal agreement embodying
the terms hereof and any other terms as may be mutually agreed
upon.
1.
Patriot represents and warrants to Rodinia that it is the sole and beneficial
holder of the Lake Option.and that the terms of the Lake Option are as described
in Schedule "B" to this Letter Agreement and that there has been no amendment
to
such terms. Patriot further represents and warrants to Rodinia that the Lake
Option is valid and subsisting and that it has done no act whereby the Lake
Option has in any manner become impaired or encumbered, and that to the best
of
Patriot's knowledge there are no adverse claims or challenges to Patriot's
interest in the Lake Property or the Lake Option has not assigned, or promised
to assign the Lake Property or the Lake Option or any rights which derive
therefrom and has not acquired, with respect to third parties, any obligation
whatsoever which would prevent Patriot from entering into this Letter
Agreement.
2. Xxxxxxx
represents and warrants to Patriot that it is the sole beneficial holder of
the
209 Claims and that each of the claims comprising the 209 Claims is valid
and
subsisting and that it has done not act or failed to do any act whereby the
209
Claims have become impaired or encumbered and has not assigned, or promised
to
assign the 209 Claims and has not acquired, with respect to third parties,
any
obligation whatsoever which would prevent Rodinia from entering into this Letter
Agreement.
3. During
the term of the Lake Option Rodinia hereby grants to Patriot the sole and
exclusive right and option to acquire a 60% undivided interest in the 209 Claims
(the "209 Option") which option shall be exerciseable by the exercise by Patriot
of the Lake Option. In the event the Lake Option lapses through non-exercise
or
is terminated, the option hereby granted to acquire and interest in the 209
Claims shall automatically terminate concurrently and by reason of such lapse
or
termination .
4. Upon
the
exercise of the Lake Option Patriot shall assign to Rodinia a 40% interest
in
the Lake Property and shall thereby be deemed to have earned an undivided 60%
interest in the 209 Claims and thereafter all operations conducted on the
property consisting of an aggregate of the 209 Claims and the Lake Claims shall
be on a joint venture basis in which Patriot shall have a 60% interest and
Rodinia shall have a 40 % interest. in accordance with such joint venture
terms
as
they may agree upon or, in the absence of such an agreement being made, on
such
terms
as may
be set by an arbitrator appointed pursuant to the terms of this Letter
Agreement.
5
Except as otherwise provided in this Agreement, until
the
209
Claim Option is exercised or terminated in accordance with the terms of this
Agreement, the Optionee, its servants and agents shall have the sole and
exclusive
right and
obligation to:
(a) enter
in,
under or upon the 209 Claims and conduct exploration programs thereon and to
do
sufficient work or make payment in lieu thereof, if permitted by Nevada mining
laws in an amount sufficient to maintain the 209 Claims in good standing during
the term of 209 Option and keep and maintain records in respect of such programs
as are reasonable and customary in the U.S. mining industry ; ;
(b) exclusive
and quiet possession of the 209 Claims;
(c) pay
or
cause to be paid all workers and wage earners employed by it or its contractors
on the 209 Claims and all suppliers for materials purchased in connection
therewith;
(d) carry
out
all work on the 209 Claims in a good and workmanlike manner, in accordance
with
sound mining and engineering practices and in accordance with all applicable
laws;
(e) acquire
and maintain in good standing any and all
regulatory
approvals in connection with work programs carried out on the 209 Claims by,
on
behalf of, or under the direction of Patriot
(f)
Upon the termination or expiry of the Option, other than as a result of Patriot
exercising the Option and the establishment of the Joint Venture Patriot
will::
(a) deliver
to Rodonia copies of all information and data relating to the work programs
carried out on the 209 Claims by, on behalf of, or under the direction of
Patriot ;
(b) cause
confirmation of such abandonment or termination to be registered on the official
government records of the 209 Claims where any notice of an interest of Patriot
has been entered; and
(c) perform
or undertake to perform all such reclamation, rehabilitation, restoration and
abandonment work in respect of the 209 Claims as is necessary to ensure that
the
property is, upon its return to the care and control of Rodinia in compliance
with applicable laws (including, without limitation, applicable mining and
environmental laws and regulations).
6. Information
concerning this letter agreement or any matters arising from or in connection
therewith
shall be treated as confidential by the parties and shall not be disclosed
by
any party to
any
other person (other than an affiliate or any legal, accounting, financial or
other professional advisor of the disclosing party or its affiliate) except
as
permitted hereby without the prior written consent of the other parties, such
consent not to be unreasonably withheld, except to the extent that such
disclosure may be necessary for observance of all applicable laws or stock
exchange
requirements or for accomplishment of the purposes of this letter agreement.
A
copy of all
information disclosed by a party (whether or not requiring permission pursuant
to this section)
shall be
given forthwith to the other parties.
7. Nothing
in this letter agreement shall restrict in any way the freedom of either of
the
parties, except with respect to its respective interest in the 209 Claims or
the
Lake Property, to conduct as it sees fit any business or activity whatsoever,
whether in competition with the Joint Venture or otherwise, including the
exploration for, or the development, mining, production or marketing of any
mineral, without any accountability to the other party.
8.
Nothing
in this letter agreement shall be deemed to constitute either party,
in
its
capacity
as a party to the Joint Venture, the partner, agent or legal representative
of
any other party to the Joint Venture or to create any fiduciary relationship
between them, for any purpose whatsoever.
9. If
the
Option Agreement is terminated prior to formation of the Joint Venture: Patriot
shall have one (1) year to remove all
of
its
equipment from the 209 Claims and shall do so if requested by
Xxxxxxx.
10. Rodinia
will have access to the Lake Property and the 209 Claims (in the aggregate
referred to as the "Property")
at all reasonable times, at its own risk, provided
it
has given reasonable
advance notice of any proposed access to Patriot.. Rodonia shall in exercising
such access comply with Patriot's standard safety procedures. Rodonia will
also
have access to the dri11 core, and once prepared and reviewed by Xxxxxxx, assay
results in respect of the Property.
11. Each
party
may
sell,
transfer, assign and convey this letter agreement, benefits and privileges
thereunder, to an affiliate of such party, provided such party delivers to
the
other party
notice
of
such assignment and provided that before such affiliate ceases to be an
affiliate of such party, the interest assigned must be assigned back to such
party.
12. Except
as
provided in section 11, neither party shall sell, assign, transfer or otherwise
dispose of any part of its interest in the either property, except with the
consent in writing of the other party first had and obtained.
13. Any
dispute, controversy or claim arising out of or relating to this letter
agreement, or the breach, termination or invalidity of same shall be settled
by
arbitration in accordance with the Arbitration Rules of Arbitration Centre
of
British Columbia in effect on the date of signing of this agreement. The place
of arbitration shall be Vancouver, Canada .
14. For
purposes of this letter agreement:the term "affiliate" shall mean, as to any
party, any person, partnership, joint venture, corporation or other form of
enterprise which directly or indirectly controls, is controlled by or is under
common control with that party, and for the purposes of this definition
"control" means possession, directly or indirectly, of the power to direct
or
cause the direction of management and policies through ownership of voting
securities, contract, voting trust or otherwise;
15. No
party
shall be liable to any other party hereto and no party shall be deemed in
default hereunder for any failure to perform or delay in performing any of
its
covenants and agreements caused by or arising out of any event (a "force majeure
event") beyond the reasonable control of such
party, excluding lack of funds but including, without limitation, lack of rights
or permission
by
indigenous peoples groups to enter upon the Property to conduct exploration,
development and mining operations thereon, or war conditions, actual or
potential, earthquake, fire, storm, flood, explosion, strike, labour trouble,
accident, riot, unavoidable casualty, act of restraint, present
or future, of any lawful authority, act of God, protest or demonstrations by
environmental
lobbyists or indigenous peoples groups, act of the public enemy, delays in
transportation, breakdown of machinery, inability to obtain necessary materials
in the open market or unavailability of equipment. No right of a party shall
be
affected for failure or delay of a party to perform any of its covenants and
agreements hereunder if the failure or delay is caused by one of the events
referred to above. All times provided for in this letter agreement shall be
extended for the period commensurate with the period of delay and, so far as
possible, the party affected shall take all reasonable steps to remedy the
cause
of the delay attributable to the events referred to above; provided, however,
that nothing contained in this section shall require any party to settle any
labour dispute, protest or demonstration, or to question or test the validity
of
any governmental order, regulation, or law or
claim
of
right by indigenous peoples groups. The party affected
shall give notice to the other party of the commencement and termination of
each
period
of force
majeure.
16. This
letter agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
17. Each
party hereto shall promptly do and provide all acts and things and shall
promptly execute and deliver such deeds, bills of sale, assignments,
endorsements and instruments and
evidences
of transfer and other documents and shall give further assurances as sha11
be
necessary or appropriate in connection with the performance of this letter
agreement.
Accepted
and agreed to this, 2nd day of Nov, 2005.
RODINIA
MINERALS IC.
Per:
Authorized
Signatory
PATRIOT
POWER CORP
Per:
Authorized
Signatory
THIS
LOAN
AGREEMENT is made as of the 23`d
day of
November, 2005.
BETWEEN:
RODINIA
MINERALS INC., a
body
corporate, having an office located at Xxxxx 000, 000 Xxxx Xxxxxx, xx xxx Xxxx
xx Xxxxxxxxx, xx xxx Xxxxxxxx xx Xxxxxxx Xxxxxxxx, V6C 2T5
(the "Lender")
OF
THE
FIRST PART AND:
PATRIOT
POWER CORP., a
body
corporate, having an office located at 000 Xxxx Xxxx
Xxxxxx,
Xxxxxx Xxxx, Xxxxxx, 00000
(the
"Borrower")
OF
THE
SECOND PART
WHEREAS
the Borrower is party to the Letter Agreement dated November 2, 2005 with
Xxxxxx-May Minerals, Inc. ("Xxxxxx-May") attached hereto as Exhibit I (the
"Letter Agreement") pursuant to the terms
of
which the Borrower can exercise the Option (as that term is defined in the
Letter Agreement) by, inter
alia, making
the payments, issuing the securities and incurring the exploration expenditures
at the times and in the amounts provided for in the Letter
Agreement;
AND
WHEREAS, by agreement between the Lender and the Borrower, the Borrower has
granted to the Lender the right and option to acquire up to a 40% interest
in
the Claims (as that term is defined in the Letter Agreement), subject to various
royalties, exercisable after the Option is exercised (the "Lender's
Right");
AND
WHEREAS the Letter Agreement provides that, except for the Lender's Right,
the
Borrower's interest in the Letter Agreement, the Option Agreement (as that
term
is defined in the Letter Agreement) and the Claims is not assignable, in whole
or in part, without the prior written consent of Xxxxxx-Xxx;
AND
WHEREAS there are now payments totalling US$390,000 due under the Letter
Agreement to maintain the Option (the "Payments");
AND
WHEREAS the Borrower has advised the Lender that the Borrower does not, at
the
present time, have sufficient funds to make the Payments but anticipates
receiving up to US$2,000,000 by way of a financing to be carried out by it
within 30 days of the date hereof;
AND
WHEREAS the Lender is concerned that the Borrower's failure to make the Payments
will impair the Option and, therefore, the Lender's Right and, to protect the
Lender's Right, the Lender is prepared to Iend
the
Borrower US$390,000 upon the terms and subject to the conditions hereinafter
set
forth to enable
the
Borrower to make the Payments;
NOW
THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and
of
the mutual covenants and agreements hereinafter set forth, the parties do hereby
agree as follows:
ARTICLE
I
DEFINITIONS
L.1 Where
used in this Agreement, in addition to any words and phrases defined in the
Recitals to this Agreement, the following words and phrases shall have the
following meanings:
| (a) |
"Agreement"
means this Agreement and the Schedules hereto, as at any time amended
or
modified and in effect;
|
| (b) |
"Assignment"
means the assignment of the Borrower's interest in the Letter Agreement,
the Option Agreement and the Claims to be executed by the Borrower
and
delivered to the Lender pursuant to paragraph 3.2, which shall be
substantially in the form set forth in Schedule "B"
hereto;
|
| (c) |
"Due
Date" means the earlier of i) the date upon which the Borrower receives
the proceeds of a Financing and (ii) the last day of the
Term;
|
| (d) | "Event of Default" means any event specified in paragraph 7; |
| (e) | "Interest" means US$19,000; |
| (f) | "Financing" means any financing carried out by the Borrower after the date of this Agreement; |
| (g) | "Lender's Security" means the Note and the Assignment; |
| (h) | "Loan" means the loan established pursuant to paragraph 3.1; |
| (i) |
"Note"
means the demand promissory note to be executed by the Borrower and
delivered to
the Lender pursuant to paragraph 3.2, which shall be substantially
in the
form set forth
in
Schedule "A" hereto; and
|
| (j) |
"Term"
means the period commencing on the date of advancement of thean
and ending on December 23, 2005.
|
ARTICLE
2
INTERPRETATION
2.1 Governing
Law
This
Agreement shall in all respects be construed in accordance with and governed
by
the laws of the Province of British Columbia.
2.2 Severability
If
any
one or more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect the validity, legality and
enforceability of the remaining provisions contained herein shall not
in
any
way
be affected or impaired thereby.
23 Parties
in Interest
This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.
2.4 Headings
and MarQinat References
The
division of this Agreement into articles, paragraphs, sub-paragraphs and other
subdivisions and the insertion of headings are for convenience of reference
only
and shall not affect the construction or interpretation of this
Agreement.
2.5 Currency
All
statements of, or references to, dollar amounts in
this
Agreement mean lawful currency of the United States of America, unless indicated
otherwise.
ARTICLE
3
THE
LOAN
3.1 Establishment
of the Loan
The
Lender agrees, on the terms and subject to the conditions set forth
in
this
Agreement, to advance by way of loan to the Borrower the principal amount of
US$390,000.
3.2 Delivery
of Xxxxxx's Security
The
Note
and the Assignment shall be delivered to the Lender at the time the Lender
advances the principal amount of the Loan to the Borrower.
3.3 Interest
The
Borrower shall pay the Interest to the Lender.
3.4 Repayment
of the Loan
The
Borrower shall repay the principal amount of the Loan, and shall pay the
Interest, on demand; provided however that, unless there is an Event of Default,
the Lender will not make demand for the immediate repayment of the principal
amount of the Loan outstanding and payment of the Interest, including, without
limitation, a demand under the Note, until the Due Date.
3.5 Upon
repayment by the Borrower prior to an Event of Default of the principal amount
of the Loan outstanding and payment of the Interest, together with all other
costs, charges and expenses payable by the Borrower hereunder, the Lender shall
re-deliver the Note and the Assignment to the Borrower.
ARTICLE
4
COMPENSATION
FOR THE LOAN
4.1 Costs,
Charges and Expenses
The
Borrower shall assume and pay all costs, charges and expenses which may be
incurred by the Lender in respect of this Agreement or the Lender's Security
or
which may be incurred by the Lender in respect of any proceedings taken or
things done by the Lender or on its behalf in connection therewith to collect,
protect, realize or enforce the Lender's Security.
ARTICLE
5
REPRESENTATIONS
AND WARRANTIES
5.1 Representations
and Warranties
The
Borrower represents
and warrants to the Lender as hereinafter set forth:
| (a) |
the
Borrower is a corporation duly incorporated, validly existing and
in good
standing under the laws of its jurisdiction of
incorporation;
|
| (b) |
the
Borrower has all requisite corporate power and authority to enter
into
this Agreement and to grant the Lender's Security and to carry
out the
obligations contemplated herein and in the Lender's
Security;
|
| (c) |
this
Agreement and the Lender's Security have been duly and validly authorized,
executed and delivered by the Borrower and are valid obligations
of it;
and
|
| (d) |
no
Event of Default and no event which, with the giving of notice or
lapse of
time would become an Event of Default, has occurred or is
continuing.
|
5.2 Survival
of Representations and Warranties
All
representations and warranties made herein shall survive the delivery of this
Agreement to the Lender
and no
investigation at any time made by or on behalf of the Lender shall diminish
in
any respect whatsoever its rights to rely thereon. All statements contained
in
any certificate or other instrument delivered by or on behalf of the Borrower
under or pursuant to this Agreement shall constitute representations and
warranties made by the Borrower hereunder.
ARTICLE
6
COVENANTS
OF THE BORROWER
6.1The
Borrower covenants and agrees with the Lender that at all times during the
currency
of this
Agreement it will:
| (a) |
pay
the principal amount of the Loan outstanding, interest and all other
monies required to be paid to the Lender pursuant to this Agreement
in the
manner set forth herein;
|
| (b) |
duly
observe and perform each and every of its covenants and agreements
set
forth in this Agreement and the Lender's
Security;
|
| (b) |
provide
the Lender with immediate notice of any Event of
Default;
|
| (d) |
obtain,
within 5 business days of the date hereof, Xxxxxx-Xxx's consent,
in
writing, to the Assignment; and
|
| (e) |
do
all things necessary to obtain and maintain the Lender's Security
in good
standing and make payment of all fees and charges in respect
thereto.
|
ARTICLE
7
EVENT
OF DEFAULT
7.1 Definition
of Event of Default
The
principal balance of the an outstanding, the Interest, costs and any other
money
owing to the Lender under this Agreement shall immediately become due and
payable upon demand by the Lender, unless otherwise waived in writing by the
Lender, in any of the following events:
| (d) | if the Borrower shall default in any payment when the same is due under this Agreement; |
| (d) | if the Borrower commits any default under any of the Lender's Security; |
| (c) |
if
the Borrower shall become insolvent or shall make a general assignment
for
the benefit of its creditors, or if an order be made or an effective
resolution be passed for the winding-up, merger or amalgamation of
the
Borrower or if the Borrower
shall be declared bankrupt or if a custodian or receiver be appointed
for
the Borrower under any bankruptcy
legislation, or if a compromise or arrangement is proposed by the
Borrower
to
its creditors or any class of its creditors, or if a receiver or
other
officer with like powers shall be appointed for the
Borrower;
|
| (d) |
if
the Borrower defaults in observing or performing any other covenant
or
agreement of this Agreement on its part
to
be observed or performed.
|
ARTICLE
8
GENERAL
8.1 Waiver
or Modification
No
failure or delay on the part of the Lender in exercising any power or right
hereunder shall operate as a
waiver
thereof nor shall any single or partial exercise of such right or power preclude
any other right or power hereunder. No amendment, modification or waiver of
any
condition of this Agreement or consent to any departure by
the
Borrower
therefrom shall in any event be effective unless the same shall be in writing
signed by the Lender. No notice to or demand on the Borrower shall in any case
entitle the Borrower to any other or further notice or demand in similar or
other circumstances unless specifically provided for in this Agreement. Time
shall be of the essence hereof.
8.2 Further
Assurances
The
parties hereto
will do, execute and deliver or will cause to be done, executed and delivered
all such further acts, documents and things as may be reasonably required for
the purpose of giving effect to this Agreement.
8.3 Assignment
The
Borrower shall not assign this Agreement or its interest herein or any part
hereof except with the prior written consent of the Lender. This Agreement
and
any interest herein shall be freely assignable by the Lender.
8.4 Notices
Any
notice, demand or other document required or permitted to be given under the
provisions of this Agreement
shall be
in
writing
and may
be
given by
delivering same or mailing same by registered
mail or
sending
same by telecopier or other similar form of communication addressed as set
forth
herein. Any
notice,
demand or document shall, if delivered, be deemed to have been given or made
at
the time of delivery; if mailed by registered mail and properly addressed be
deemed to have been given or made on the third day following the day on which
it
was so mailed, provided that if at the time of mailing or between the time
of
mailing and the actual receipt of the notice, a mail strike, slowdown or other
labour dispute which might affect the delivery of such notice by Canada Post
occurs, then such notice shall only be effective if actually delivered; and
if
sent by telecopier or other similar form of communication, be deemed to have
been given or made on the day following the day an which it was sent. Any party
may give written notice of change of address in the same manner, in which event
such notice shall thereafter be given to it as above provided at such changed
address.
8.5 Amendments
Neither
this Agreement nor any provision hereof may be amended, waived, discharged
or
terminated orally, but only by instrument in writing signed by the party against
whom enforcement of the amendment, waiver, discharge or termination is
sought.
IN
WITNESS WHEREOF the Lender and the Borrower have executed this Agreement under
their corporate seals and the hands of their proper officers in that behalf
as
of the day and year first above written.
| THE COMMON SEAL of RODINIA |
)
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| MINERALS INC. was hereunto |
)
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| affixed in the presense of: |
)
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)
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c/s
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)
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)
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| THE COMMON SEAL of PATRIOT |
)
|
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| POWER CORP. was hereunto |
)
|
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| affixed in the presense of: |
)
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)
|
c/s
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)
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)
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SCHEDULE
"A"
PROMISSORY
NOTE
BORROWER:
PATRIOT POWER CORP.
LENDER: RODINIA
MINERALS INC.,
Suite
600, 000 Xxxx
Xxxxxx,
Vancouver,
B.C. V6C
2T5
AMOUNT: US$390,000
DATE: November
23, 2005
FOR
VALUE
RECEIVED, the
Borrower promises to pay, on demand, to
the
Lender at the address set out above, or at such other address as the Lender
may
direct the Borrower in writing, the principal amount of Three Hundred and Ninety
Thousand United States Dollars (US$390,000) (hereinafter the "principal sum"),
together with
interest
in the amount of Nineteen Thousand United States Dollars (US$19,000)
(hereinafter the "interest"), all in lawful money of the United States of
America.
The
Borrower
shall have the right, upon 24 hours' prior notice to the Lender, to prepay
in
whole
or
in part at any time, from time to time, the amounts due hereunder without bonus
or penalty.
The
Borrower
shall keep, at its head office, a register of the holder of this promissory
note
setting forth the name, address and description of the Lender. The Lender will
be treated as the owner and holder hereof for all purposes, and the payment
to,
and receipt of, the Lender, as the case may be, of any of the principal sum
or
interest payable hereunder shall be a good and sufficient discharge to the
Borrower for the same.
The
Borrower
hereby waives demand, notice of dishonour and presentment for payment, protest,
and notice of protest of this promissory note,
SIGNED,
SEALED AND DELIVERED this
23rd
day of
November, 2005 by:
| PATRIOT POWER CORP. | ||
| |
|
|
| By: | /s/ | |
|
Name: |
||
| Title: | ||
| |
|
|
| By: | /s/ | |
|
Name: |
||
| Title | ||
SCHEDULE
"B"
Assignment
dated November 23, 2005 between:
PATRIOT
POWER CORP., a
body
corporate, having an office located at 000
Xxxx
Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx, 00000
(the
"Assignor")
OF
THE FIRST
PART
AND:
RODINIA
MINERALS
INC., a body corporate, having an office located at Xxxxx
000, 000 Xxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxx, xx xxx Xxxxxxxx xx
Xxxxxxx
Xxxxxxxx, V6C 2T5
(the
"Assignee")
OF
THE SECOND
PART
For
valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged by each of the Assignor
and the Assignee, the Assignor hereby sells, transfers, assigns, conveys and
quit claims to and in favour of
the
Assignee all of the Assignor's right, title and interest in and to that certain
Letter Agreement dated November 2, 2005 between Assignor, as "Optionee", and
Xxxxxx-May Minerals, Inc., as "Optionor",
a true
copy of which is attached hereto as Schedule "A" (the "Letter Agreement"),
and
the Assignee hereby accepts the same and agrees to be
bound
by the terms of the Letter Agreement, as "Optionee" thereunder; PROVIDED HOWEVER
THAT, as long
as there
is no "Event of Default"
prior to
repayment by the Assignor of the "Loan" (as those words and phrases in
quotation
marks are defined in that certain Loan Agreement dated November 23, 2005 between
the Assignor and the
Assignee
and to which this Assignment is attached as a Schedule), the Assignee shall
re-deliver this Assignment to the Assignor when the principal amount of the
Loan
outstanding, interest, costs, charges and expenses are repaid or paid
by
the Assignor under the said Loan Agreement, whereupon this Assignment shall
be
considered null and void ab
initia.
| THE COMMON SEAL of RODINIA |
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| MINERALS INC. was hereunto |
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| affixed in the presense of: |
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| THE COMMON SEAL of PATRIOT |
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| POWER CORP. was hereunto |
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| affixed in the presense of: |
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c/s
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Consented
to
this______ day
of
_______2005
XXXXXX
MAY MINERALS,
INC.
Per:
________________________________
Authorized
Signatory
