EXHIBIT 10.1
Agreement between the Company and Xxxxx Xxxxxxxxx dated April 28, 1998
relating to Falcon claims 25, 26 and 27, located in Manitoba, Canada
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AGREEMENT
THIS AGREEMENT dated this 28th of April, 1998 is made
BETWEEN:
XXXXX XXXXXXXXX of #000 - 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX
X0X 0X0
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
AND:
TIBERON RESOUCES LTD., a company duly incorporated under the
laws of Nevada, USA and having an office at #21- - 11930
Menaul Xx. XX, Xxxxxxxxxxx, Xxx Xxxxxx, 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of a 100% right, title and
interest in those certain mineral claims located in Manitoba, Canada (the
"Claims") and more particularly set out in Schedule "A" hereto;
B. The Vendor has the sole right and authority to sell, transfer and
otherwise deal with the Claims;
C. The Vendor wishes to sell and the Purchaser wishes to purchase from
the Vendor 100% of the right, title and interest to the Claims, subject to and
upon the terms and conditions contained herein;
D. The Vendor is at arm's length to Tiberon Resources and has no
relationship with Tiberon.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
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1. Subject to regulatory approval, the Vendor hereby sells to the Purchaser a
100% undivided legal and beneficial interest in and to the Claims (the
"Interest"), subject only to the retention by the Vendor of the 2.5% net smelter
return royalty as defined in Schedule "B" hereto (the "NSR"), in consideration
of the following:
(a) work commitment to spend $40,000 in year one;
(b) the payment of $25,000 cash by the Purchaser to the Vendor, due and
payable six months after the signing of this agreement;
(c) work commitment to spend $50,000 in year two;
(d) the payment of $25,000 cash by the Purchaser to the Vendor, due and
payable two years after the signing of this agreement;
2. The Purchaser hereby agrees to file all the necessary forms with all
applicable regulatory bodies, as required, in order to obtain regulatory
approval for the acquisition of the Interest in the Claims by the Purchaser
within fourteen (14) business days of signing this Agreement.
3. Title to the Interest in the Claims shall be transferred to the Purchaser
forthwith upon completion of the payment and the issuance of the Shares as
provided in Section I herein, free and clear of all liens, charges and
encumbrances, subject only to the provisions of this Agreement.
4. If the cash payment is not made by the time frames set forth in Section I
herein then the Vendor shall give written notice of the breach to the Purchaser
and the Purchaser shall have 10 days form the date of the notice to rectify the
breach and if during such 10 day period, the Purchaser has failed to remedy the
breach then this Agreement shall terminate at the end of such 10 day period and
the ownership of the Claims shall be retained by the Vendor and the parties
shall have no further obligations to each other whatsoever.
5. The purchase of the Claims is subject to a 2.5% NSR (as defined in
Schedule "B" hereto) retained by the Vendor. The Purchaser shall have the sole
and exclusive right and option to purchase up to 80% of the NSR in two equal
parts at any time within four years of commencement of commercial production
based as follows:
(a) $1,000,000 (the "NSR Cash Purchase Price") for the first 40% of the NSR, or
the first 1% of the total 2.5% NSR and thereby reducing the royalty held by
the Vendor to 1.5% , and any monies paid by the Purchaser on account of the
NSR prior to the Purchaser exercising its right to purchase the NSR, or any
part thereof, shall be applied against the NSR Cash Purchase Price and
reduce such price accordingly; and
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(b) 100,000 common shares of the Purchaser for the second 40% of the NSR, or the
second 1% of the total 2.5% NSR and thereby reducing the royalty held by the
Vendor to 0.5%.
For the purposes of this Agreement, commercial production shall be deemed to
have commenced when the concentrator processing ores from the Claims for other
than testing purposes.
6. The Vendor warrants and represents to the Purchaser that:
(a) it is the sole and beneficial owner of a 100% undivided interest in the
Claims and has the title, power, authority and right to enter into this
Agreement and to dispose of its interest in the Claims;
(b) the Claims are duly registered in the name of Xxxxx Xxxxxxxxx;
(c) the Claims and interests that comprise the Claims have been properly staked
and recorded in compliance with the applicable laws and regulations of
Manitoba and there are no disputes threatened or now existing as to the
title or the staking or the recording of the Claims except that the parties
acknowledge that there may be certain areas within the mapstaked area which
mineral rights are subject to third parties.
(d) the Claims are in good standing in accordance with the applicable laws and
regulations of Manitoba; and
(e) the Vendor has not done anything whereby the Claims may become encumbered;
(f) it is a body corporate which is duly incorporated, validly existing and in
good standing under the applicable laws of its jurisdiction of
incorporation;
(g) it has full right, title, power and authority to enter into this Agreement
and to carry out the transaction contemplated hereunder; and
(h) the execution of this Agreement is in accordance with proper corporate
authority.
6A. The representations and warranties contained in section 6 are provided
for the exclusive benefit of the Purchaser and a breach of any one or
more thereof may be waived by the Purchaser in whole or in part at any
time without prejudice to its rights in respect of any other breach of
the same or any other representation or warranty and the
representations and warranties contained in section 6 shall survive the
execution of this Agreement.
7. the Purchaser warrants and represents that:
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(a) it is a body corporate which is duly incorporated, validly existing and is
in good standing under the applicable laws of its jurisdiction of
incorporation;
(b) it has full right, title, power and authority to enter into this Agreement
and to carry out the transaction contemplated hereunder; and
(c) the execution of this Agreement is in accordance with proper corporate
authority.
8. The Purchaser covenants and agrees that it shall perform all exploration
work done on the Claims in a prudent, miner-like manner and in compliance with
applicable legislation.
9. The Parties agree to execute such further assurances or agreements and do
all such other things as may be necessary in order to give full force and effect
to this Agreement and to carry out its terms.
10. Time shall be of the essence of this Agreement.
11. Unless otherwise provided herein, any notice or other communication to a
party under this Agreement shall be five in writing and shall be delivered
personally or by telecopy, addressed to the parties as follows:
IF TO THE VENDOR:
XXXXX XXXXXXXXX
#000 - 0000 Xxxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
IF TO THE PURCHASER:
TIBERON RESOURCES LTD.
#219 - 00000 Xxxxxx Xx. XX
Xxxxxxxxxxx, XX 00000
Each party may change its address for service at any time by notice in writing
to the other.
12. This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and assigns. It is expressly understood
and agreed that the Purchaser shall have the right to assign all its right,
title and interest in and to this Agreement, including all its obligations
hereunder, without recourse back to the Purchaser, to any other person or
company at the sole discretion of the Purchaser and the Vendor agrees to execute
any such consent to assignment or other acknowledgment as may be reasonably
requested by the Xxxxxxxxx.
00
00. This Agreement may be executed in several counterparts, each of which will
be deemed to be an original and all of which together constitute one and the
same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED AND DELIVERED by
XXXXX XXXXXXXXX in the presence of
/s/Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
-------------------------- ------------------------
Name Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxx
--------------------------
Print Name
0000 Xxxxxxxxx Xx.
--------------------------
Address
W. Vancouver, B.C
--------------------------
V7S-2T8
--------------------------
SIGNED AND DELIVERED by
TIBERON RESOURCES LTD.
Per:/s/XXXXX XXXXXXXXX
Xxxxx Xxxxxxxxx
AUTHORIZED SIGNATORY
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SCHEDULE "A"
To that Agreement between XXXXX XXXXXXXXX, as the Vendor, and TIBERON RESOURCES
LTD. as the Purchaser, dated the 28th day of April, 1998.
CLAIM LICENCE SIZE NTS EXPIRY DATE
(HA)
Falcon #25 SV8821 15 621-01SW Dec 28/99
621-01SE
Falcon #26 SV8820 10 621-02SE Dec 28/99
Falcon #27 SV8819 10 621-02SE Dec 28/99
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SCHEDULE "B"
To that Agreement between XXXXX XXXXXXXXX, as the Vendor, and TIBERON RESOURCES
LTD. as the Purchaser, dated the 28th day of April, 1998.
DEFINITION OF NET SMELTER RETURN ROYALTY
For the purposes of this Agreement the term "net smelter return royalty" or
"NSR" means all monies realized and actually received by the Purchaser from the
sale of ores, concentrates, and/or minerals mined or extracted form the Claims
(the "Product"), including premiums, bonuses and subsidies less, if the Product
requires smelting or other processing, all monies paid or payable by the
Purchaser on account of:
(a) all smelting, refining, treatment, selling and other costs, charges and
penalties charged by the smelter or other purchase of the Product;
(b) all costs of loading, transporting and insuring such Product from the Claims
to the smelter or other purchaser; and
(c) freight allowance, royalties paid or payable, and all taxes paid by the
Purchaser on such Product except income taxes, including but not limited to
production, severance, net proceeds, sales and privilege taxes.
In the event that smelting or refining are carried out in facilities owned or
controlled, in whole or in part, by the Purchaser, charges, costs and penalties
for such operations shall equal the amount the Purchaser would have incurred if
such operations were carried out at facilities not owned or controlled by the
Purchaser which offer comparable services for comparable products on prevailing
terms.
The NSR shall be calculated at the end of each calendar quarter and paid by the
Purchaser to the Vendor within 45 days of the end of each calendar quarter.
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EXHIBIT 27
Financial Data Schedule
59
