06062_00/0502/RLS-003436_9
4
MINERAL CLAIM PURCHASE AGREEMENT
BY AND BETWEEN
CASTMOR RESOURCES LTD.
AND
XXXXXX XXXXX
THIS MINERAL CLAIM PURCHASE AGREEMENT (this "Agreement"), dated September 20,
2010, is entered into by and between Xxxxxx Xxxxx, an individual having a
business address at 0000-0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 (the
"Seller") and Castmor Resources Ltd., a company incorporated pursuant to the
laws of Nevada having its principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx XX X0X 0X0 (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns the Claims, as such term is defined and enumerated in
Section 1.1 hereof;
WHEREAS, the Seller wishes to sell all its right, title and interest in and to
the Claims to the Purchaser for the sum of TEN THOUSAND ($10,000) dollars CAD
pursuant to the terms and conditions set forth herein; and
WHEREAS, the Purchaser wishes to purchase the Claims pursuant to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants, promises and representations
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Sale of the Claim.
1.1 The Claim.
Subject to the terms and conditions stated herein, and in exchange for the
consideration set forth in Section 1.2 hereof, the Seller does hereby transfer,
sell, assign, set over and quit claim unto the Purchaser, and the Purchase
hereby acquires from the Seller, all of the Seller's right, title and interest
in and to each and every mining claim identified below (the "Claims"):
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MINERAL NATIONAL
EXPLORATION NUMBER TOPOGRAPHIC
LICENSE OF AREA SERIES MAP
NUMBER LICENSEE HOLDER CLAIMS (HECTARES) SHEET STAKING DATE
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017985M Castmor Resources Ltd. (100%) 9 225 13A/16 September 3, 2010
017987M Castmor Resources Ltd. (100%) 8 200 13A/16, 3D13 September 3, 2010
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TOTALS 17 425
(1,054.8 acres)
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1.2 The Purchase Price. The Purchaser hereby agrees to pay, and the Seller
hereby acknowledges receipt of, the sum of TEN THOUSAND ($10,000) dollars USD as
consideration for the Claims.
2. Appointment. The Seller hereby appoints the Purchaser to be its attorney
for the limited purpose of executing on its behalf any deed or document and
perform all other lawful acts that may be required to duly transfer the Claims
to the Purchaser.
3. Representations and Warranties.
3.1 Each party hereto hereby agrees that the Seller makes no representation
or warranties regarding the (a) value of the Claims; (b) the existence of
mineral deposits in geographic areas covered by the Claims (such areas, the
"Property"); (c) the safety, feasibility or legality of exploring the Claims; or
(d) the transferability of the Claims. The Seller has conducted no independent
verification of its title to the Claims or rights to transfer the Claims.
3.2 Seller's Representations. As an inducement to the Purchaser to enter
into this Agreement and to consummate the transactions contemplated herein, the
Seller represents and warrants to the Purchaser as follows, all of which are
true and complete as of the date of this Agreement:
(a) Organization of the Seller. The Seller is a corporation duly organized
and validly existing and in good standing under the laws of the State of Nevada,
and has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
(b) Authority. (1) The Seller has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement; (2)
the execution and delivery of this Agreement by the Seller and the consummation
by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action and no further consent or
authorization of the Seller or its Board of Directors or stockholders is
required; and (3) this Agreement has been duly executed and delivered by the
Seller and constitutes a valid and binding obligation of the Seller enforceable
against the Seller in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors' rights and remedies or
by other equitable principles of general application.
3.3 Purchaser's Representations. As an inducement to the Seller to enter
into this Agreement and to consummate the transactions contemplated herein, the
Purchaser represents and warrants to the Seller as follows, all of which are
true and complete as of the date of this Agreement:
(a) Organization of the Purchaser. The Purchaser is a corporation duly
organized and validly existing and in good standing under the laws of British
Columbia, and has all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted.
(b) Authority. (1) The Purchaser has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement; (2)
the execution and delivery of this Agreement by the Purchaser and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action and no further consent or
authorization of the Purchaser or its Board of Directors or stockholders is
required; and (3) this Agreement has been duly executed and delivered by the
Purchaser and constitutes a valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors' rights
and remedies or by other equitable principles of general application.
4. Indemnification of the Seller. From and after the date of this
Agreement, the Purchaser shall indemnify the Seller and the Seller's successors
and assigns, as well as their officers, directors, employees, agents and
shareholders (collectively, the "Seller Indemnitees"), against and hold the
Seller Indemnitees harmless from:
(a) any Losses based upon, resulting from, arising out of, caused by or in
connection with any breach or nonperformance of any agreement or obligation of
the Purchaser in this Agreement ("Loss" or "Losses" as used in this agreement
means any and all losses (direct or indirect), liabilities, claims, demands,
judgments, damages, fines, costs, expenses, penalties, actions, notices of
violation, and notices of liability and any claims in respect thereof (including
the costs of investigation, remediation, accountants and attorney's fees));
(b) any transfer taxes, Losses, fines or fees caused by, or imposed in
connection with, the transfer of the Claims, including but not limited to any
fees required to be paid to any federal, provincial or local agency or
department in connection with transferring the ownership of the Claim;
(c) any judgments or liens which may be imposed on the Seller in connection
with (i) its acquisition, ownership or transfer of the Claims, or (ii) its
actions or omissions in connection with the Claims or the Property, including
but not limited to judgments relating to the negligent management of the Claims
or the Property;
(d) any and all obligations, pursuant to court order or otherwise, to pay
the Purchaser or any third party, including but not limited to a federal,
provincial or local authority, for the reclamation or remediation of any
environmental or other condition on or relating to the Property arising from any
exploration, mining activities or other activity or use of the Property,
including any cost, liability, Loss, damage, claim, expense or contribution,
including attorneys fees, arising from or related to any such condition or the
reclamation or remediation thereof;
(e) any and all obligations, pursuant to court order or otherwise, to pay
the Purchaser or any third party, including but not limited to a federal,
provincial or local authority, for any and all personal injuries, death or
disability caused by or in connection the Claim or the Property; or
(f) any Losses based upon, resulting from, arising out of, caused by or in
connection with any failure of the Purchasers to comply with the provisions of
this Section.
5. Miscellaneous.
(a) Notices. All notices or other communications required or permitted
hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given (i) if by personal delivery,
when so delivered; (ii) if mailed, three (3) business days after having been
sent by registered or certified mail, return receipt requested, postage prepaid
and addressed to the intended recipient as set forth below; or (iii) if sent
through an overnight delivery service in circumstances to which such service
guarantees next day delivery, the day following being so sent to the address of
the intended recipient as first set forth above. Any party may change the
address to which notices and other communications hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.
Notice Address of Seller: Xxxxxx Xxxxx
0000-0000 Xxxxx Xxxxxx Xxxx
Xxxxxxx, XX X0X 0X0
Notice Address of Purchaser: Castmor Resources Ltd.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX X0X 0X0
(b) GOVERNING LAW, JURISDICTION AND VENUE. THE PARTIES AGREE THAT THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE PROVINCE OF ONTARIO WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF. ALL PARTIES HERETO, TO THE FULLEST EXTENT
PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WAIVE AND
FOREVER RELINQUISH THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT, ANY
CONDUCT, ACT OR OMISSION OF ANY OTHER PARTY HERETO. THE SELLER AND PURCHASER
EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE STATE OR PROVINCIAL
COURTS LOCATED IN THE CITY OF TORONTO FOR ALL PURPOSES IN CONNECTION WITH ANY
ACTION OR PROCEEDING WHICH ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREE
THAT ANY ACTION INSTITUTED UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN SUCH
COURT
(c) Duration of Agreement. This indemnification provisions of this
Agreement shall apply to any claim asserted and any Losses incurred in
connection with any claim asserted on or after the effective date of this
Agreement and shall continue until and terminate upon the later of: (i) 10
years after the date hereof; or (ii) the expiration of the statute of
limitations applicable in any matter related to the Claims, the Property or this
Agreement.
(d) Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersedes all prior and contemporaneous agreements, arrangements and
understandings of the parties relating to the subject matter hereof.
(e) Amendments. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by each
party, in the case of a waiver, by the party waiving compliance.
(f) Counterparts; Interpretation. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument. No ambiguity in any
provision hereof shall be construed against parties by reason of the fact it was
drafted by such party or its counsel. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the parties any rights or remedies under or by reason of this
Agreement.
(g) Acceptance by Fax. This Agreement shall be accepted, effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of the signature pages hereto.
(h) Binding Effect; Benefits. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any person other than
the parties hereto, and their respective heirs, legal representatives,
successors and permitted assigns, any rights, remedies, obligations or
liabilities under, in connection with or by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first set forth above.
CASTMOR RESOURCES LTD.
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
President
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX
