ASSET PURCHASE AGREEMENT
THIS
AGREEMENT dated
the
15th
day of FEBRUARY, 2006.
BETWEEN:
XXXXX
XXXXX
(the
“Vendor”)
OF
THE FIRST PART
AND:
(the
“Purchaser”)
OF
THE SECOND PART
WHEREAS:
A. The
Vendor is the registered and beneficial owner of various mineral claims
(hereinafter the “Claims”),
collectively called OYSTER
GOLD.
The
Claims of the Vendor are more particularly described in Schedule “A” attached
hereto and forming part of this Agreement;
B. The
Vendor has agreed to sell and the Purchaser has agreed to purchase all of the
Claims of the Vendor in accordance with the terms of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the terms and covenants herein and other good and valuable
consideration, the receipt and sufficiency of which each party acknowledges,
the
parties hereto agree as follows:
1. PURCHASE
AND SALE OF ASSETS
1.1 | Sale of Assets. Subject to the terms and conditions of this Agreement, the Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases the Vendor’s Claims. |
1.2 |
Purchase
Price.
The purchase price payable by the Purchaser to the Vendor for the
Vendor’s
Claims is USD $5,000
(the “Purchase
Price”).
If applicable, subject to a carried 3% Net Smelter Royalty as described
in
Appendix “A”.
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1.3 |
Payment
of the Purchase Price. The
Purchase Price will be paid by the delivery of a
cheque.
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1.4 | Delivery of Claims. The Vendor delivers to the Purchaser, on execution hereof, all of the Claims unconditionally and free and clear of all liens, charges, or encumbrances, except where disclosed. |
2. COVENANTS
OF THE PARTIES
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2.1 | Covenants. The parties undertake to keep the information with respect to this Agreement, the terms herein, and any related, underlying or subsequent agreements (the “Information”) confidential and not to directly or indirectly disclose the Information at any time to any person or persons or use the Information for any purpose whatsoever. |
3. REPRESENTATIONS
OF THE VENDOR
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3.1 | Representations. The Vendor represents and warrants to the Purchaser as follows, with the intent that the Purchaser will rely on the representations in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement: |
(a)
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Capacity
to Sell.
The Vendor is Xxxxx Xxxxx, having the power and capacity to own and
dispose of the Claims, and to enter into this Agreement and carry
out its
terms to the full extent;
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(b)
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Authority
to Sell.
The execution and delivery of this Agreement, and the completion
of the
transaction contemplated by this Agreement has been duly and validly
authorized by all necessary corporate action on the part of the Vendor,
and this Agreement constitutes a legal, valid and binding obligation
of
the Vendor enforceable against the Vendor in accordance with its
terms
except as may be limited by laws of general application affecting
the
rights of creditors;
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(c)
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Sale
Will Not Cause Default.
Neither the execution and delivery of this Agreement, nor the completion
of the purchase and sale contemplated by this Agreement
will:
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(i)
|
violate
any of the terms and provisions of the constating documents or bylaws
or
articles of the Vendor, or any order, decree, statute, bylaw, regulation,
covenant, restriction applicable to the Vendor or the
Claims;
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(ii)
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give
any person the right to terminate, cancel or otherwise deal with
the
Claims; or
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(iii)
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result
in any fees, duties, taxes, assessments or other amounts relating
to the
Claims becoming due or payable other than tax payable by the Purchaser
in
connection with the purchase and
sale;
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(d)
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Encumbrances.
The Vendor owns and possesses and has a good marketable title to
the
Claims free and clear of all legal claims, mortgages, liens, charges,
pledges, security interest, encumbrances or other claims, except
where as
disclosed;
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(e)
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Litigation.
There is no litigation or administrative or governmental proceeding
or
inquiry pending or, to the knowledge of the Vendor, threatened against
or
relating to the Claims, nor does the Vendor know of or have reasonable
grounds that there is any basis for any such action, proceeding or
inquiry;
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(f)
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No
Defaults.
Except as otherwise expressly disclosed in this Agreement there has
not
been any default in any obligation to be performed under any of the
Claims, which are in good standing and in full force and appropriate
effect; and
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(g)
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Good
Standing.
Prior to closing this Agreement, the Vendor will maintain, as required,
the Claims in good standing.
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4. COVENANTS
OF THE VENDOR
4.1 |
Procure
Consents.
The Vendor will diligently and expeditiously take all reasonable
steps
requested by the Purchaser to obtain all necessary consents to effect
the
transfer of the Claims.
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4.2 | Covenant of Indemnity. The Vendor will indemnify and hold harmless the Purchaser from and against: |
(a)
|
any
and all liabilities, whether accrued, absolute, contingent or otherwise,
existing at closing and which are not agreed to be assumed by the
Purchaser under this Agreement;
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(b)
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any
and all losses, claims, damages and costs incurred or suffered by
the
Purchaser arising out of the breach or inaccuracy of any representation
or
warranty of the Vendor contained in this Agreement;
and
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(c)
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any
and all actions, suits, proceedings, demands, assessments, judgments,
costs and legal and other expenses incident to any of the
foregoing.
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4.3 |
Execution
of all necessary documents. The
Vendor will execute all necessary documents including such assignments
as
the Purchaser may require to effect the transfer of all of the Claims,
including but not limited to, internet contracts and internet
names.
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5. REPRESENTATIONS
OF THE PURCHASER
5.1 |
Representations.
The Purchaser represents and warrants to the Vendor as follows, with
the
intent that the Vendor will rely on these representations and warranties
in entering into this Agreement, and in concluding the purchase and
sale
contemplated by this
Agreement:
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(a)
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Status
of Purchaser.
The Purchaser is a corporation duly incorporated, validly existing
and in
good standing and has the power and capacity to enter into this Agreement
and carry out its terms; and
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(b)
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Authority
to Purchase.
The execution and delivery of this Agreement and the completion of
the
transaction contemplated by this Agreement has been duly and validly
authorized by all necessary corporate action on the part of the Purchaser,
and this Agreement constitutes a legal, valid and binding obligation
of
the Purchaser enforceable against the Purchaser in accordance with
its
terms except as limited by laws of general application affecting
the
rights of creditors.
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6. COVENANTS
OF THE PURCHASER
6.1 |
Consents.
The Purchaser will at the request of the Vendor execute and deliver
such
applications for consent and such assumption agreements, and provide
such
information as may be necessary to obtain the consents referred to
in
paragraph 4.1 and will assist and cooperate with the Vendor in obtaining
the consents.
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6.2 |
Execution
of all necessary documents. The
Purchaser will execute all necessary documents as the Vendor may
require
to effect the transfer of all of the
Claims.
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7. SURVIVAL
OF REPRESENTATIONS AND COVENANTS
7.1 |
Vendor's
Representations and Covenants.
All representations, covenants and agreements made by the Vendor
in this
Agreement or under this Agreement will, unless otherwise expressly
stated,
survive closing and any investigation at any time made by or on behalf
of
the Purchaser will continue in full force and effect for the benefit
of
the Purchaser.
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7.2 |
Purchaser’s
Representations and Covenants.
All representations, covenants and agreements made by the Purchaser
in
this Agreement or under this Agreement will, unless otherwise expressly
stated, survive closing and any investigation at any time made by
or on
behalf of the Vendor and will continue in full force and effect for
the
benefit of the Vendor.
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8. LIABILITIES
NOT ASSUMED
8.1 |
Liabilities
Not Assumed.
The Purchaser will not assume any liabilities of the Vendor. The
Purchaser
will not be responsible for any liability of the Vendor, past, present
or
future, relating to the Claims, and the Vendor will indemnify and
save
harmless the Purchaser from and against any such
claim.
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9.
CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE
PURCHASER
9.1 |
Conditions.
All obligations of the Purchaser under this Agreement are subject
to the
fulfillment of the following
conditions:
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(a)
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Vendor's
Representations.
The Vendor’s representations contained in this Agreement will be
true.
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(b) |
Vendor’s
Covenants.
The Vendor will have performed and complied with all agreements,
covenants
and conditions as required by this
Agreement.
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(c) |
Consents.
The Purchaser will have received duly executed copies of the consents
or
approvals referred to in paragraph
4.1.
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9.2 |
Exclusive
Benefit.
The foregoing conditions are for the exclusive benefit of the Purchaser
and any such condition may be waived in whole or in part by the Purchaser
delivering to the Vendor a written waiver to that effect signed by
the
Purchaser.
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10. CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE VENDOR
10.1 |
Conditions.
All obligations of the Vendor under this Agreement are subject to
the
fulfillment of the following
conditions:
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(a)
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Purchaser's
Representations.
The Purchaser’s representations contained in this Agreement will be
true.
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(b)
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Purchaser’s
Covenants.
The Purchaser will have performed and complied with all covenants,
agreements and conditions as required by this
Agreement.
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(c)
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Consents
of Third Parties.
All consents or approvals required to be obtained by the Vendor for
the
purpose of selling, assigning or transferring the Claims have been
obtained, provided that this condition may only be relied upon by
the
Vendor if the Vendor has diligently exercised its best efforts to
procure
all such consents or approvals and the Purchaser has not waived the
need
for all such consents or approvals.
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10.2 |
Exclusive
Benefit.
The foregoing conditions are for the exclusive benefit of the Vendor
and
any such condition may be waived in whole or in part by the Vendor
delivering to the Purchaser a written waiver to that effect signed
by the
Vendor.
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11. GENERAL
11.1
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Governing
Law.
This Agreement and each of the documents contemplated by or delivered
under or in connection with this Agreement are governed exclusively
by,
and are to be enforced, construed and interpreted exclusively in
accordance with the laws of British Columbia which will be deemed
to be
the proper law of the Agreement.
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11.2
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Professional
Fees.
Each of the parties will bear the fees and disbursements of their
respective lawyers, advisers and consultants engaged by them respectively
in connection with the transactions contemplated by this Agreement
prior
to the closing.
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11.3
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Assignment.
No party will assign this Agreement, or any part of this Agreement,
without the prior written consent of the other party. Any purported
assignment without the required consent is not binding or enforceable
against any party.
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11.4
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Enurement.
This Agreement enures to the benefit of and binds the parties and
their
respective successors and permitted
assigns.
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11.5
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Notice.
All notices required or permitted to be given under this Agreement
will be
in writing and personally delivered to the address of the intended
recipient set out on the first page of this Agreement or at such
other
address as may from time to time be notified by any of the parties
in the
manner provided in this Agreement.
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11.6
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Further
Assurances.
The parties will execute and deliver all further documents and take
all
further action reasonably necessary or appropriate to give effect
to the
provisions and intent of this Agreement and to complete the transactions
contemplated by this Agreement.
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11.7
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Remedies
Cumulative.
The rights and remedies under this Agreement are cumulative and are
in
addition to and not in substitution for any other rights and remedies
available at law or in equity or otherwise. Any party to this Agreement
may terminate this Agreement if any other party is in breach of or
defaults under any material term or condition of this Agreement or
has
made a material misrepresentation in this Agreement. No single or
partial
exercise by a party of any right or remedy precludes or otherwise
affects
the exercise of any other right or remedy to which that party may
be
entitled.
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11.8
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Entire
Agreement.
This Agreement constitutes the entire agreement between the parties
and
there are no representations, express or implied, statutory or otherwise
and no collateral agreements other than as expressly set out or referred
to in this Agreement.
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11.9
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Headings.
The division of this Agreement into sections and the insertion of
headings
are for convenience only and do not form part of this Agreement and
will
not be used to interpret, define or limit the scope, extent or intent
of
this Agreement.
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11.10
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Severability.
Each provision of this Agreement is severable. If any provision of
this
Agreement is or becomes illegal, invalid or unenforceable, the illegality,
invalidity or unenforceability of that provision will not affect
the
legality, validity or enforceability of the remaining provisions
of this
Agreement.
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11.11
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Schedules.
The Schedules attached hereto form an integral part of this
Agreement.
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11.12
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Time
of the Essence.
Time will be of the essence of this
Agreement.
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11.13
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Counterparts.
This Agreement and all documents contemplated by or delivered in
connection with this Agreement may be executed and delivered by facsimile
or original and in any number of counterparts, and each executed
counterpart will be considered to be an original. All executed
counterparts taken together will constitute one
agreement.
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IN
WITNESS WHEREOF
the
parties have duly executed this Agreement by their duly authorized officers
effective the first day and year written above.
VENDOR:
XXXXX XXXXX
per: /s/
Xxxxx
Xxxxx
PURCHASER:
Blackmont Resources Inc.
per: /s/
Xxxxx
Xxxxxx
(Principal
Executive Officer and Principal Accounting Officer)
SCHEDULE
“A”
THIS
IS SCHEDULE “A”
to the
Asset Purchase Agreement.