Exhibit 10.1
AGREEMENT
BY AND BETWEEN THE PARTIES
October 11, 2005
Legacy Mining Ltd., a Nevada Company with offices at Xxxxx 000, 0000 Xxxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, being represented by Xxxxxxx
Xxxxxxx, Director, hereinafter "LGMN".
AND
Golden Spirit Gaming Ltd., a Delaware Company with offices at Xxxxx 000, 0000
Xxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, being represented by
Xxxxxx Xxxxx, Director, hereinafter "GSGL".
RECITALS:
Legacy Mining Ltd. Is a reporting Company, which is currently not trading, but
intends to be trading on the Bulletin Board in the United States of America
Public Markets in early 2006. LGMN is desirous of acquiring an asset to work
with and increase in value for the benefit of its shareholders. GSGL is the
owner of mineral assets in the form of certain State of Alaska Mining Claims
(claims), shown on Exhibit "A", on and around Ester Creek, which is located on
the mineralized earthen dome structure called Ester Dome, some 8 miles north and
west of Fairbanks, Alaska. GSGL will transfer its ninety-percent (90%)
ownership in the claims, and LGMN agrees to acquire and take full responsibility
for the claims for the purpose of increasing the claims value. It is understood
that the claims listed in Exhibit "B" and Exhibit "C" are the claims to be
acquired. In addition, it is understood that the claims in Exhibit "B" are
subject to a 10% retained interest belonging to Ester Creek Gold Company
("Ester"), a Private Nevada corporation controlled by the Xxxxxxx family with a
records office located at 0000 Xxxxx Xxxx Xx., Xxxxx #00, Xxxxxxx Xxxx, Xxxx,
00000. The ten-percent (10%) retained interest of "Ester" in the claims is non-
assessable, meaning that LGMN cannot make a funds call to Ester for any reason
whatsoever and cannot for any reason reduce the ten-percent (10%) retained
interest. Further, it is understood that the claims in Exhibit "C" are subject
to a 10% retained interest belonging to Xxx Xxxxxxx ("Holland"), a resident of
Alaska, with a mailing address at XX 00, Xxx 00000, Xxxxxx, Xxxxxx, 00000. The
ten-percent (10%) retained interest of "Holland" in the claims is non-
assessable, meaning that LGMN cannot make a funds call to Holland for any reason
whatsoever and cannot for any reason reduce the ten-percent (10%) retained
interest.
UNDER THE TERMS AND CONDITIONS AS FOLLOWS:
(1) LGMN will issue GSGL, 750,000 shares of LGMN treasury stock; which stock
will be classified as being under rule 144 of the Securities Exchange
Commission for a period of one year, with trading restrictions under rule
144 for another year.
(2) The ten-percent (10%) retained interest of Ester in the Exhibit "B" claims
and the ten-percent (10%) retained interest of Holland in the Exhibit "C"
claims will continue under the same terms and conditions of this agreement.
(3) LGMN will prepare and submit all required paperwork for yearly mining claim
Assessment Work, State of Alaska fees for each claim, State of Alaska Mining
Permits, State of Alaska Exploration Permits, State of Alaska Water Rights
Permits, State of Alaska Reclamation programs and yearly reportable mining
tax forms, etc., and any other paperwork that may be required by the local,
State of Federal governments. LGMN will pay the actual fees as required by
a check made out to the proper government office to be submitted with the
paperwork prepared by LGMN. Fees for the years 2004/2005 came due as of
September 1, 2005. Fees are anticipated at $650.00 and duplicate filing
fees of $1.00 per page. These fees are paid each year after the State of
Alaska sends out the xxxx at the end of August of each year. They should be
paid by the end of October each year.
(4)The State of Alaska requires that work must be performed on the claims each
year before the 1st of September and recorded at the mining office. LGMN will
be responsible to insure that this assessment work is accomplished. Mining
Claim assessment work basically consists of performing a minimum of $100.00
worth of work, per claim, per year before the 1st day of September.
Assessment work can be Labor, Equipment time, sampling, basically anything
that improves the claims.
(5) In the event that LGMN does not perform the required assessment work on the
claims by or before August 1st of any year, both Ester and Holland reserves
the right to perform that work on their claims under Alaska State Law. And
if LGMN does not pay the required fees by the State of Alaska on or before
October 20th of any year, both Ester and Holland reserves the right to pay
the fees under Alaska State Law.
(6) In the event LGMN decides to abandon the claims listed in
Exhibits "B" and "C", both Ester and Holland will have the first right to buy
back their respective claims from LGMN.
(7) LGMN agrees to conduct itself concerning the claims in a manner as to not
cause the claims to suffer any undue legal or other undesirable problems.
(8) LGMN agrees to expand the claims boundaries and make any new claims a part
of this agreement, as might be necessary, to protect the rights of Ester and
Holland and the LGMN shareholders.
(9) The parties both LGMN and GSGL agree that time is of the essence in all
particulars of this agreement.
(10) The parties both LGMN and GSGL agree that this agreement can be expanded by
mutual consent upon the terms and conditions herein.
(11) The parties agree that this agreement constitutes the entirety of the
agreement between parties and any other agreements either verbal or written
are of no consequence concerning this agreement other than some particular
consultants/finder's fees which apply and are understood by the principal
parties.
Signed and agreed this 11th day of October, 2005 by the parties,
/s/: Carton Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx for Legacy Mining Ltd.
/s/: Xxxxxx Xxxxx
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Xxxxxx Xxxxx for Golden Spirit Minerals Ltd.
Exhibti A- MAP
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Exhibit B
ESTER CREEK GOLD MINING CLAIMS
Main Ester Creek Drainage Claims
ADL NUMBER CLAIM NUMBER STATE FEE
-----------------------------------------------
AD1. 574100 NB 2 55.00
ADL 574101 NB 3 55.00
ADL 579153 NO SECOND CHANCE 3 55.00
ADL 579154 NO SECOND CHANCE 4 55.00
ADL 579155 NO SECOND CHANCE 5 55.00
ADL 559257 K B XXXXXX XXXXX FRAC 55.00
ADL 559258 K B XXXXXX XXXXX 4 55.00
ADL 559259 N B 1 55.00
ADL 559260 XXXXXX XXXX 2 55.00
ADL 559261 XXXXXX XXXX 3 55.00
ADL 559262 DO 1 55.00
ADL 559263 DO 2 55.00
ADL 559264 DG 3 55.00
ADL 574841 KB A 55.00
ADL 574842 KB B 55.00
ADL 57S327 NB 4 55.00
ADL 575328 NB 5 55.00
ADL 575329 NB 6 (HOT DOG) 55.00
ADL 575330 NB 7 (HOT DOG) 55.00
ADL 575331 NB 8 (HOT DOG) 55.00
ADL 575332 NB 9 (HOT DOG) 55.00
ADL 586182 STOLEN 1 55.00
ADL 586183 STOLEN 2 55.00
Exposed Hard Rock Vein, Claims presently in Dispute (with court ruling)
ADL NUMBER CLAIM NUMBER STATE FEE
-------------------------------------------------
ADL 579151 No. Second Chance 1 55.00
ADL 579152 No. Second Chance 2 55.00
ADL 579326 No. Second Chance 6 55.00
ESTER CREEK GOLD MINING CLAIMS
Mining Claims Under the Two-Year Prospect Rule of Alaska
API. NUMBER
-------------------------------------------
NOT ASSIGNED E M #5 A
E M IK B
E M Hi C
E M #5 D
NOT ASSIGNED E M #7 A
E M #7 B
E Mill C
E M #7 D
NOT ASSIGNED E M #13 A
E M #13 B
E M #13 C
E M #13 D
NOT ASSIGNED E M #15 A
E M #15 B
E M #15 C
E M #15 D
NOT ASSIGNED E M #30 A
E M #130 B
E M #30 C
E M #30 D
NOT ASSIGNED E M #32 A
E M #32 B
E M #32 C
E M #32 D
NOT ASSIGNED E M #49 A
E M #49 B
E M #49 C
E M #49 D
NOT ASSIGNED E M 851 A
E M #51 B
E M #51 C
E M #51 D
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Exhibit C - Mining Names
ADL Number Claim Name
--------------------------
559320 Second Chance 1
559321 Second Chance 2
559322 Second Chance 3
559324 Second Chance 4
559325 Second Chance 5
