WGT CONSULTANTS (NWT) LTD ("WGT")
Suite 0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. V6C 1V5
June 9, 2004
Dynamic Resources Ltd. ("Dynamic")
200-675 West Hastings
Vancouver, British Columbia
RE: TB 1-12 CLAIMS
This letter outlines our agreement as follows:
"Dynamic" will purchase a 100% interest in and to the TB 1-12 Mineral
Claims situated in the South Mining District of the Northwest Territories,
Canada by the following payments:
i.) Payment to WGT of $15,000 in Canadian currency on signing;
ii.) Issuance to WGT of 1 million shares of the company's capital
stock.
"Dynamic" represents and warrants to WGT that: It is a body corporate duly
incorporated, organized and validly subsisting under the laws of its
incorporating jurisdiction; it has full power and authority to carry on its
business and to enter into this Agreement and any agreement or instrument
referred to or contemplated by this Agreement; neither the execution and
delivery of this Agreement nor any of the agreements referred to herein or
contemplated hereby, nor the consummation of the transactions hereby
contemplated will conflict with, result in the breach of or accelerate the
performance required by any agreement to which either is a party; and the
execution and delivery of this Agreement hand the agreements contemplated hereby
will not violate or result in the breach of the laws of any jurisdiction
applicable or pertaining thereto or of either of their constating documents.
WGT represents and warrants to "Dynamic" that: he has full power and authority
to carry on its business and to enter into this Agreement and any agreement or
instrument referred to or contemplated by this Agreement; neither the execution
and delivery of this Agreement nor any of the agreements referred to herein or
contemplated hereby, nor the consummation of the transactions hereby
contemplated will conflict with, result in the breach of or accelerate the
performance required by any agreement to which either is a party; and the
execution and delivery of this Agreement and the a agreements contemplated
hereby will not violate or result in the breach of laws of any jurisdiction
applicable or pertaining thereto or of either of their constating documents; the
Claims have been duly and validly staked and recorded, are presently in good
standing under the laws of the jurisdiction in which they are located and are
free and clear of all liens, charges and encumbrances; WGT is sole owner of an
undivided 100% registered and beneficial interest in and to the Claims as shown
on Schedule 1, attached and has the exclusive right to enter into this Agreement
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and has all necessary authority to dispose of a 100% interest in and to the
Claims in accordance with the terms of this Agreement.
The parties hereto agree that they and each of them will execute all documents
and do all acts and things within their respective powers to carry out and
implement the provisions or intent of this Agreement.
Any notice, direction or other instrument required or permitted to be given
under this Agreement will be in writing and will be given by the delivery of the
same or by mailing the same
By prepaid registered or certified mail in each case addressed as follows:
a) if to WGT Consultants (NWT) Ltd.
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. V6C 1V5
b) if to Dynamic Resources Ltd.
000 -000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
This Agreement constitutes the entire agreement between the parties and replaces
and supersedes all prior agreements, memoranda, correspondence, communications,
negotiations and Representations, whether verbal or written, express or implied,
statutory or otherwise between the Parties with respect to the subject matter
herein.
The covenants, promises, terms and conditions contained herein will be binding
upon signing and the parties jointly and severally and may be enforced by each
against the other.
If this reflects our understanding please indicate by signing below.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written
THE CORPORATE SEAL OF Dynamic
Resources Ltd.________________ was hereunto
affixed in the presence of:
_________________________________ C/S
_________________________________
/s/ Xxxxxx Xxxxx
_________________________________
Dynamic Resources Ltd.
Witness
/s/ X XxxXxxxxx /s/ Xxxxx Xxxx
______________________________ _______________________
WGT Consultants (NWT) Ltd.
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