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MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT dated for reference May 24, 2004.
BETWEEN:
ZEO-TECH ENVIRO CORP., a body corporate, duly incorporated under the
laws of British Columbia and having an office at 0000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
("Zeo-Tech")
OF THE FIRST PART
AND:
COLOSSUS VENTURES INC., a body corporate, duly incorporated under
the laws of the State of Nevada and having its head office at 0000
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
("Colossus")
OF THE SECOND PART
W H E R E A S:
A. Zeo-Tech is the registered and beneficial owner of one mineral claim
consisting of 150 hectares located in the Kamloops Mining Division, British
Columbia, and known as the Lem 2 claim, which claim is more particularly
described in Schedule "A" attached hereto which forms a material part hereof
(the "Claim");
B. Zeo-Tech has agreed to grant to Colossus the sole and exclusive right,
privilege and option to explore the Claim together with the sole and exclusive
right, privilege and option to purchase 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. OPTIONOR'S REPRESENTATIONS
1.1 Zeo-Tech represents and warrants to Colossus that:
(a) Zeo-Tech is the registered and beneficial owner of the Claim
and holds the right to explore and develop the Claim;
(b) Zeo-Tech holds the Claim free and clear of all liens, charges
and claims of others, and the Zeo-Tech has a free and
unimpeded right of access to the Claim and have 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
Province of British Columbia and is in good standing in
British Columbia as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to
Zeo-Tech's ownership of or title to the Claim nor to the
knowledge of Zeo-Tech 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 Claim is in good standing until March 25, 2005, by which
date $1,200 must be spent on the Claim in order to keep it in
good standing for an additional year;
(f) Zeo-Tech 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 Zeo-Tech is
a party or by which it is bound or to which it is subject; and
(g) No proceedings are pending for, and Zeo-Tech is unaware of any
basis for, the institution of any proceedings which could lead
to the placing of Zeo-Tech in bankruptcy, or in any position
similar to bankruptcy.
1.2 The representations and warranties of Zeo-Tech set out in paragraph 1.1
above form a part of this Agreement and are conditions upon which Colossus has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Claim by Colossus.
1.3 Zeo-Tech will indemnify Colossus 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 Zeo-Tech and contained in
this Agreement.
2. COLOSSUS'S REPRESENTATIONS
Colossus warrants and represents to Zeo-Tech that it is a body
corporate, duly incorporated under the laws of the State of Nevada 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. GRANT OF OPTION
Zeo-Tech hereby gives and grants to Colossus the sole and
exclusive right and option to acquire a 50% undivided right, title and interest
in and to the Claim (the "Option") by performing the acts and deeds and paying
the sums provided for in paragraph 4.
4. CONSIDERATION FOR THE GRANT OF OPTION
4.1 In order to keep the Option granted to Colossus in respect of the Claim in
good standing and in force and effect, Colossus shall be obligated to:
Expenditure Commitments
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(a) incur, or cause to be incurred, exploration and development
work on the Claim totalling at least $34,000 by December 31,
2005, which work shall be conducted by Colossus under the
direction of a qualified geologist or project engineer; and
Assessment Work
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(b) pay, or cause to be paid, to Zeo-Tech, or on Zeo-Tech's
behalf, as Colossus may determine, all Claim payments and
assessment work required to keep the Claim and this Option in
good standing during the term of this Agreement.
5. RIGHT TO ABANDON PROPERTY INTERESTS
Should Colossus, in its sole discretion, determine that the
Claim no longer warrants further exploration and development, then Colossus may
abandon the Claim, so long as Colossus provides Zeo-Tech with 60 days notice of
its intention to do so. If Colossus returns the Claim to Zeo-Tech in accordance
with this section the Claim shall have a minimum of one year of assessment work
credited against it at the time of return.
6. TERMINATION OF OPTION
6.1 Subject to paragraph 6.2, the Option shall terminate if Colossus fails to
make the required exploration expenditures or fails to complete the required
assessment work in accordance with paragraph 4.1 herein within the time periods
specified therein.
6.2 If Colossus shall be in default of any requirement set forth in paragraph
4.1 herein, Zeo-Tech shall give written notice to Colossus specifying the
default and Colossus shall not lose any rights granted under this Agreement,
unless within 60 days after the giving of notice of default by Zeo-Tech,
Colossus has failed to take reasonable steps to cure the default by the
appropriate performance.
6.3 If the Option is terminated in accordance with paragraphs 6.1 and 6.2
herein, Colossus shall have no interest in or to the Claim, and all expenditures
and payments made by Colossus to or on behalf of Zeo-Tech under this Agreement
shall be non-refundable by Zeo-Tech to Colossus for which Colossus shall have no
recourse. Within 60 days of such termination, Colossus shall transfer the Claim
back to Zeo-Tech, failing which, Zeo-Tech shall have the right to act as
attorney for Colossus for the purpose of such transfer.
7. ACQUISITION OF INTERESTS IN THE PROPERTY
At such time as Colossus has made the required cash payments
and exploration expenditures in accordance with paragraph 4.1 herein, within the
time periods specified therein, then the Option shall be deemed to have been
exercised by Colossus, and Colossus shall have thereby, without any further act,
acquired an undivided 50% interest in and to the Claim.
8. RIGHT OF ENTRY
For so long as the Option continues in full force and effect,
Colossus, its employees, agents, permitted assigns and independent contractors
shall have the right 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
Colossus 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, Colossus, or at
Colossus's option, its associate or nominee or such other unrelated entity as it
may determine, will act as the operator of the Claim under this Agreement.
Colossus, if operator, may resign as the operator at any time by giving 60
calendar days prior written notice to Zeo-Tech, and within such 60 day period,
Colossus may appoint another party who covenants to act as the operator of the
Claim upon such terms as Colossus sees fit.
10. POWER AND AUTHORITY OF THE OPERATOR
10.1 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.
10.2 Where possible, the Operator shall insure that all field work is conducted,
and that all assay and work program results are verified, by a third party
independent from Colossus.
11. 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.
12. FORCE MAJEURE
If Colossus is prevented from or delayed in complying with any
provisions of this Agreement by reasons 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 Colossus, 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 Colossus,
insofar as is possible, shall promptly give written notice to Zeo-Tech 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 Zeo-Tech as soon as such cause ceases to exist.
13. 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 hereto with respect to the subject matter of this Agreement.
14. NOTICE
14.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered, or if mailed by registered mail, in
the case of Zeo-Tech addressed to them as follows:
Zeo-Tech Enviro Corp.
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
and in the case of Colossus addressed as follows:
Colossus Ventures Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed by registered mail, on the fourth
business day after the date of mailing thereof.
14.2 Either party hereto may from time to time by notice in writing change its
address for the purpose of this section.
15. OPTION ONLY
Until the Option is exercised, this is an option only and
except as specifically provided otherwise, nothing herein contained shall be
construed as obligating Colossus to do any acts or make any payments hereunder
and any acts or payments made hereunder shall not be construed as obligating
Colossus to do any further acts or make any further payments.
16. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party
hereto a partner, agent or legal representative of the other party.
17. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
18. 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.
19. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of Canada.
20. SEVERABILITY
In the event that any of the paragraphs contained in this
Agreement, or any portion of thereof, is unenforceable or is declared invalid
for any reason whatsoever, such unenforceability or invalidity shall not affect
the enforceability or validity of the remaining terms or portions thereof
contained in this Agreement and such unenforceable or invalid paragraph, or
portion thereof, shall be severable from the remainder of the Agreement.
21. 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.
22. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
ZEO-TECH ENVIRO CORP. COLOSSUS VENTURES INC.
per: /s/ Xxxxxx Xxxxxxxx per: /s/ Xxxxxx Skoda
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X. Xxxxxx Xxxxxxx Xxxxxx Skoda, Director
SCHEDULE "A"
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TO THAT CERTAIN AGREEMENT MADE AS OF MAY 24, 2004
BETWEEN ZEO-TECH ENVIRO CORP. AND COLOSSUS VENTURES INC.
The Claim consists of one mineral claim comprising 150 hectares located in the
Kamloops Mining Division, British Columbia, Canada with the following record
number:
Name of Claim Record Number
Lem #2 334438
