PURCHASE AGREEMENT
THIS
AGREEMENT
dated
for reference the 16th day of January 2007
BETWEEN:
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇
(hereinafter
called the “Vendor”)
OF
THE FIRST PART
AND:
Sidewinder Explorations Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇
(hereinafter
called the “Purchaser”)
OF
THE SECOND
PART
WHEREAS:
| 1. |
The
Vendor is the beneficial owner of the mineral claim described in
Schedule
“A” hereto (the “Property”);
|
| 2. |
The
Vendor wishes to sell a 100% undivided interest in and to the Property
to
the Purchaser and the Purchaser wishes to acquire such interest pursuant
to the terms and conditions hereinafter set out;
|
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the premises and of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
VENDOR’S
REPRESENTATIONS AND WARRANTIES
| 1. |
The
Vendor represents and warrants to the Purchaser
that:
|
| a) |
it
is the sole recorded and beneficial owner of an undivided 100% interest
in
and to the Property;
|
| b) |
the
claims comprising the Property have been, to the best of the information
and belief of the Vendor, properly located and staked and recorded
in
compliance with the laws of the jurisdiction in which they are situate,
are accurately described in Schedule “A” and are valid and subsisting
mineral claims as at the date of this Agreement:
|
| c) |
the
Property is in good standing under all applicable laws and regulations,
all assessment work required to be performed and filed has been performed
and filed, all taxes and other payments have been paid and all filings
have been made;
|
| d) |
the
Property is free and clear of any encumbrances, liens or charges
and
neither the Vendor nor, to the best of the Vendor’s knowledge, any of her
predecessors in interest or title, have done anything whereby the
Property
may be encumbered; and
|
| e) |
it
has the right to enter into this Agreement and to deal with the Property
in accordance with the terms of this Agreement, there are no disputes
over
the title to the Property, and no other party has any interest in
the
Property or the production there from or any right to acquire any
such
interest.
|
1
PURCHASER’S
REPRESENTATIONS AND WARRANTIES
| 2. |
The
Purchaser represents and warrants to the Vendor that:
|
| a) |
it
has been duly incorporated, amalgamated or continued and validly
exists as
a corporation in good standing under the laws of its jurisdiction
of
incorporation, amalgamation or continuation:
|
| b) |
it
has duly obtained all corporate authorizations for the execution
of this
Agreement and for the performance of this Agreement by it, and the
consummation of the transactions 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 the Articles or the constating
documents of the Purchaser or any shareholders’ or directors’ resolution,
indenture, agreement or other instrument whatsoever to which the
Purchaser
is a party or by which it is bound or to which it or the Property
may be
subject; and
|
| c) |
no
proceedings are pending for, and the Purchaser is unaware of any
basis for
the institution of any proceedings leading to, the dissolution or
winding
up of the Purchaser or the placing of the Purchaser in bankruptcy
or
subject to any other laws governing the affairs of insolvent corporations.
|
SURVIVAL
OF REPRESENTATIONS AND WARRANTIES
| 3. |
The
representations and warranties in this Agreement shall survive the
closing
of this transaction and shall apply to all assignments, conveyances,
transfers and documents delivered in connection with this Agreement
and
there shall not be an9 merger of any representations and warranties
in
such assignments, conveyances, transfers or documents notwithstanding
any
rule of law, equity or statute to the contrary and all such rules
are
hereby waived. The Vendor shall have the right to waive any representation
and warranty made by the Purchaser in the Vendor’s favor without prejudice
to any of its rights with respect to any other breach by the Purchaser
and
the Purchaser shall have the same right with respect to any of the
Vendors
representations in the Purchaser’s
favor.
|
PURCHASE
AND SALE
| 4. |
The
Vendor hereby sells and assigns and the Purchaser hereby purchases
a 100%
undivided interest in and to the Property for the sum of six thousand
US
dollars (US$6,000) payable on execution of this Agreement.
|
FURTHER
ASSURANCES
| 5. |
Upon
payment of the Purchase Price the Vendor shall use to be executed
a ▇▇▇▇
of Sale or such other documents as the purchaser may reasonably require
transferring a 100% undivided interest in and to the Property to
the
Purchaser or its nominee which the Purchaser shall be at liberty
to record
forthwith. The parties shall execute an further documents or assurances
as
may be required to carry out the full intent of this Agreement
|
NOTICE
| 6. |
Each
notice, demand or other communication required or permitted to be
given
under this Agreement shall be in writing and shall be delivered to
such
party at the address for such party specified above. The date of
receipt
of such notice, demand or other communication shall be the date of
delivery thereof if delivered. Either party may at any time and from
time
to time notify the other party in writing of a change of address
and the
new address to which notice shall be given to it thereafter until
further
change.
|
PAYMENT
| 7. |
All
references to monies hereunder will be in United States funds. All
payments to be made to any party hereunder may be made by check mailed
or
delivered to such party to its address for notice purposes as provided
herein.
|
ENTIRE
AGREEMENT
| 8. |
This
Agreement constitutes the entire agreement between the parties and
replaces and supersedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal
or
express or implied, statutory or otherwise, between the parties with
respect to the subject matter herein.
|
2
GENDER
| 9. |
wherever
the singular or neuter are used herein the same shall be deemed to
include
the plural, feminine or masculine.
|
ENUREMENT
| 10. |
This
Agreement shall endure to the benefit of and be binding upon the
parties
hereto and their respective successors and permitted assigns.
|
EXECUTION
| 11. |
(a)
Counterparts. This Agreement may be executed in one or more counterparts,
all of which will be considered one and the same agreement and will
become
effective when one or more counterparts have been signed by each
of the
parties and delivered to the other parties, it being understood that
all
parties need not sign the same counterpart.
|
(b)
Fax
Execution. This Agreement may be executed by delivery of executed signature
pages by fax and such fax execution will be effective for all purposes.
IN
WITNESS WHEREOF
this
Agreement has been executed by the parties hereto as of the day and year first
above written.
VENDOR:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
By:
▇▇▇▇▇ ▇▇▇▇▇▇
PURCHASER:
/s/
▇▇▇▇
▇▇▇▇▇▇▇▇
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇, President,
Sidewinder Explorations Inc.
3
SCHEDULE
“A”
THE
PROPERTY
Claim
Name:
Christmas
No. 1
Book
and Instrument Number:
20061127-0003294
Map
Type/File#/Page#:
MM
079
0091
Located:
Yellow
Pine Mining District, ▇▇▇▇▇ Country, Nevada, USA
4