OPTION AGREEMENT OPTION AGREEMENT - CUMO AND TRIKA Y PROPERTIES
OPTION
AGREEMENT - CUMO AND TRIKA Y PROPERTIES
TillS
AGREEMENT is dated for reference the 21st day of January, 2005.
BETWEEN:
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED,
#301
-
455
Granville Street,
Vancouver,
British Columbia, V 6C 1 Tl
(the
'Optionor")
OF
THE
FIRST PART
AND:
KOBEX
RESOURCES LTD., #1605
-
750
West
Xxxxxx Street, Vancouver,
British
Columbia, V 6C 2I8
(the
'Optionee")
OF
THE
SECOND PART
WHEREAS:
A.
The
Optionor has entered into an agreement dated October13, 2004 and amended
January
14, 2005
(together, the "Cumo Agreement"), a copy of which is attached as Schedule
"A" to
this Agreement,
pursuant to which the Optionor has the right and option to acquire a 100%
undivided interest
in certain mineral claims or mineral property interests as set out in the
Cumo
Agreement (the "Cumo
Property");
B.
The
Optionor also has applied for an Exploration Pennit with respect to certain
mineral claims situate
in the Mt. lsa area of the State of Queensland, Australia, more particularly
described in Schedule "B"
to
this Agreement (the 'Trikay Property"); and
C.
The
Optionor has agreed to grant to the Optionee the sole and exclusive right
and
option to acquire
all of the Optionor's interest in and to both the Cumo Property and the Trikay
Property (hereinafter
collectively referred to as the 'Property'), upon and subject to the terms
and
conditions herein
set forth.
NOW
THEREFORE TillS AGREEMENT WITNESSES that in consideration of the premises
and
for other
good and valuable consideration, the receipt and sufficiency whereof is by
the
Optionor hereby
acknowledged, the parties agree as follows:
DEFINITIONS
1.
For
the
purposes of this Agreement the following words and phrases shall have the
following meanings,
namely:
|
consummation of
the transaction 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 Optionee or any
shareholders'
or directors' resolution, indenture, agreement or other instrument
whatsoever
to which the Optionee is a party or by which it is bound or to
which
it
or the Property may be subject;
|
| (iii) |
no
proceedings are pending for, and the Optionee is unaware of any
basis for
the institution
of any proceedings leading to, the dissolution or winding up of
the
Optionee
or the placing of the Optionee in bankruptcy or subject to any
other
laws
governing the affairs of insolvent persons;
|
| (b) |
The
representations and warranties contained in this Section 3 are
provided
for the exclusive
benefit of the Optionor and a breach of anyone or more thereof
may be
waived
by the Optionor 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 this Section shall survive the execution
hereof.
|
ACQUISITION
OF OPTION
| 4. | (a) |
The
Optionor hereby grants to the Optionee the sole and exclusive right
and
option, subject
to the terms of this Agreement, to acquire the Property free and
clear of
all charges,
encumbrances and claims, save and except for those set out herein.
|
| (b) |
Subject
to the provisions of Sections 14 and 17, this Agreement and the
Option may
be terminated
by the Optionor if the Optionee should fail to make any of the
following Option
payments or share issuances or incur the following Expenditures,
within
the time limits
set out below:
|
| (i) |
Cash
Payments: (Total $5,000,000):
|
|
$50,000
non-refundable signillg fee upon the execu~~. of this Agreement;
|
|
A
further $50,000 upon completion of Due Diligence by the Optionee
and
acceptance for filing of this Agreement by the TSX Venture Exchange
('Regulatory
Acceptance ");
|
| A finther $150,000 within the earlier of 6 months from the date of this Agreement and the date of Regulatory Acceptance; |
A
finther
$500,000 on or before January 21, 2006;
A
further
$750,000 on or before January 21,2007;
-5-
A
further
$1,500,000 on or before January 21,2008;
A
further
$2,000,000 on or before January 21, 2009;
(ii)
Share Issuances: 12,500,000 fully paid and non-assessable shares in the
capital of
the
Optionee as presently constituted, to be adjusted in the event of any
subdivision,
consolidation or other capital reorganization and to be issued
as follows:
500,000
on Regulatory Acceptance;
1,500,000
on or before January 21, 2006;
2,000,000
on or before January 21,2007;
3,500,000
on or before January 21, 2008;
5,000,000
on or before January 21, 2009;
(ill)
Expenditures: (Total $10,000,000) to be made as follows:
$1,000,000
on or before January 21,2006;
$1,500,000
on or before January 21, 2007;
$2,000,000
on or before January 21, 2008;
$2,500,000
on or before January 21,2009;
$3,000,000
on or before January 21, 2010;
| (c) |
Notwithstanding
any other provision herein, but subject to completion of Due Diligence
to
the
satisfaction of the Optionee, the Optionee agrees as a xxxx commitment
that in
consideration
for the grant of the Option herein it will make cash payments to
the
Optionor
hereunder of not less than $250,000 and incur Expenditures of not
less
than $1,000,000,
prior to termination of the Option.
|
| (d) |
The
Optionee further agrees that in the event the Expenditures as set
out in
Section
4(b )(iii) are accelerated, the cash payments and share issuances
referred
to in Sections
4(b )(i) and (ii) will also be accelerated in a corresponding manner.
|
| (e) |
If
the Optionee accelerates the payments and other obligations descn~d-~
this
Section
4, the Optionor, if it has not already done so, will accelerate
the
exe;ci~ of the option
granted
to the Optionor under the Cumo Agreement such that the Optionee
will
receive title
to the Cumo Property free and clear of all liens, claims, charges
and
encumbrances
and
to the extent that the Optionor fails to do so, the Optionee shan
have
the
right to provide the Optionor with such cash payments as may be
required
to effect the
exercise of the option under the Cumo Agreement and deduct such
payments
from the
January 21, 2009 payment due to the Optionor under Section 4 of
this
Agreement and
upon receipt of such payments, the Optionor agrees to make the
required
payment in shares
of its capital so as to fully exercise the option under the Cumo
Agreement..
|
-6-
EXERCISE
OF OPTION
| 5. | (a) |
The
Optionee may exercise the Option herein by making all of the cash
payments, issuing
all of the shares, and incurring all of the Expenditures provided
for in
Section
4. ,
Upon
exercise of the Option the Optionee shall deliver to the Optionor
a
Written statement
certified by the Chief Financial Officer of the Optionee setting
out in
reasonable
detail particulars of Expenditures incurred by the Optionee hereunder
which in
the absence of manifest error shall constitute conclusive evidence
that
such Expenditures
have been incurred.
|
| (b) |
If and
when the Option has been exercised, a 100% right, title and interest
in
and to the Property
shall vest in the Optionee free and clear of all charges, encumbrances
and
claims,
except for the royalty interest described in the Cumo Agreement.
|
RIGHT
OF ENTRY
6.
Throughout the Option Period the Directors and aTIcers of the Optionee and
its
servants, agents and independent
contractors, shall have the sole and exclusive right in respect of the Property
(subject however
to the provisions of Section 8(c)) to:
| (a) |
enter
thereon;
|
| (b) |
have
exclusive and quiet possession thereof;
|
| (c) |
do
such prospecting, exploration, development and/or other milling
work
thereon and thereunder
as the Optionee in its sole discretion may determine advisable;
|
| (d) |
bring
upon and erect upon the Property, buildings, plant, machinery and
equipment as the
Optionee may deem advisable; and
|
| (e) |
remove
therefrom and dispose of reasonable quantities of ores, minerals
and
metals for the
purposes of obtaining assays or making other tests.
|
TRANSFER
OF PROPERTY
| 7. | (a) |
Immediately
following Regulatory Acceptance the Optionor shall deliver, or
cause to be
delivered,
to the Optionee transfers of the Cumo Property duly executed by
Cumo in
favour
of the Optionee and undertake and carry out such measures as are
appropriate for the
transfer of all the Optionor's rights in the Trikay Property to
the
Optionee and all costs
incurred in doing so shall be borne by the Optionee.
|
| (b) |
The
Optionee shall be entitled to record all transfers contemplated
hereby at
its own cost
with the appropriate government office to effect legal transfer
of the
Property into the
name of the Optionee, provided that the Optionee shall hold the
Property
in trust subject
to the terms of this Agreement, it being understood that the transfer
of
legal title
|
-7-
OPTION
TO PURCHASE AGREEMENT
THIS
OPTION TO PURCHASE AGREEMENT is
made
effective this 13th
Day of
October
,
2004.
CUMO
MOLYBDENUM MINING INC.
A
Nevada
Corporation with an office at 000 Xxxxx Xxxxxx, X.X. Xxx 000, Xxxx, Xxxxxx
00000
(hereinafter referred to as "Optionor")
does
hereby OPTION
AND GRANT unto
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED
A
British
Columbia Corporation with an office at 000-000 Xxxxxxxxx Xx., Xxxxxxxxx,
X.X. V
6C I T I (hereafter referred to as "Optionee")
I.
An
Option
to
explore, mine and process minerals from the New CUMO Mining Claims described
in
the attached Exhibit "A" (hereinafter referred to as the "Property").
WHEREAS:
X.
XXXX
Molybdenum Mining, Inc. owns
certain un-patented mining claims situated in Boise County, Idaho, more
particularly described in Exhibit A attached hereto and by this reference
made a
part hereof and hereafter referred to as the "Property".
B.
Optionor and Optionee desire
to
enter into an Agreement pursuant to which the Optionor
shall
grant to the Optionee
an
Option
to Purchase the Property,
on
the
terms and conditions as herein set forth.
NOW,
THEREFORE, in
consideration of their mutual agreements and obligations hereinafter set
forth,
the parties agree as follows:
.
1.
Definitions. The
following defined words wherever used in this agreement, shaIlhave the
meaning described below:
1.1
"Commercial Production" shall
mean the extraction, processing or handling of Products removed from the
Property.
1.2
" Effective Date" shall
mean the date first above set forth.
1.3
"Option Year" shall
mean One (I) year period following the Effective Date and each anniversary
of
the Effective Date.
1.4
“Optionor"
shall
mean CUMO Molybdenum Mining Inc. and their successors and assIgns.
1.5
"Optionee"
shall
mean Mosquito Consolidated Gold Mines Ltd. and their successors and
assigns.
1.6
"Products"
shall
mean copper, molybdenum, silver, gold or other ores, minerals or metals mined
and processed from the Property.
1.
7 "Royalty"
shall
mean the amount owed and payable to the Optionor from Commercial Production
from
the Property.
2.0
GRANT OF MINING PRIVILEGE, OPTION AND USE.
2.1
GENERAL:
Optionor and Optionee enter into this Option Agreement(hereinafter referred
to
as the Agreement) for the purposes hereinafter mentioned, and they agree
that
all their rights and all of the operations on or in connection with he Property
shall be subject to and governed by this Agreement.
2.2
GRANT OF MINING PRIVILEGE:
Subject
to the terms and conditions of this Agreement and to the extent permitted
by
applicable federal, state and 10cal laws. regulations and ordinances, Optionor
grants exclusively to Optionee the right to enter upon the Property for the
purpose of exploring for, developing and processing Products from the Property.
Optionee may perform such drilling, blasting. bulldozing, stockpiling and
testing and other work on said mining Property as may be necessary to explore
and develop the Property. Optionee has the privilege. at their election to
construct buildings and to install and operate crushing and processing equipment
in support of any operation.
2.3
REPRESENTATIONS:
The
Optionor represents, warrants and covenants to and with the Optionee
that:
a.
it is
a company duly incorporated, validly subsisting, and in good standing under
the
laws of the State of Nevada;
b.
it has
full power and authority to enter into and carry out this Agreement and the
signing,
delivery and performance of this Agreement will not conflict with any other
Agreement.
c
it is
the registered and beneficial owner of the Property and has good title to
the
Property, free and clear of any liel1s and encumbrances and is not subject
to
any right claim or interest of any other persons.
d.
the
Property is accurately described in Exhibit A and the Property is in good
standing under
Idaho and Federal law.
2
e.
It has
made all taxes, assessments, rentals, levies or other payments relating to
the
Property
required to be made to any federal, state, or local governmental
agency.
f.
It has
not received from any government agency any notice relating to any actual
or
alleged environmental claims, and so far as the Optionor is aware, there
are no
outstanding work orders or actions required to be taken relating to
environmental matters respecting the Property.
g.
So far
as the Optionor is aware, there is no adverse claims or challenges against
as to
the ownership of or title to the Property, nor is there any basis for any
adverse claim or challenge, and there are no outstanding agreements, to acquire,
purchase or explore the Property, and no other person has any royalty or
interest in production or profit from the Property or any portion of the
Property, other than to Optionor, and
h.
It
will make available to the Optionee all information in its possession or
control
relating to exploration work done on or regarding the property.
3.0
RELATIONSHIP OF THE PARTIES.
3.1
NO PARTNERSHIP:
This
lease agreement shall not be to constitute any party, in its capacity as
such,
the partner, agent or legal representative of any party, or to create any
partnership, mining partnership or other partnership relationship, or fiduciary
relationship between them, for any purpose whatsoever.
4.0
TERM:
Unless
terminated earlier, as herein provided, the term of this Option shall be
for so
long as the Option Agreement is in effect and good standing.
5.0
PAYMENTS:
In
consideration of the granting of the privileges aforesaid, Optionee has agreed
and herein agrees, during the continuance in effect of this Option, to pay
to
the Optionor the following sums of money and shares on or before the dates
specified:
5.1
MINIMUM ADVANCED ROYALTY AND STOCK PAYMENTS:
|
3.
On signing.
|
$10,000
USD
|
|
b.
After 60 days,
|
$10,000
USD
|
|
c.
After 6 months,
|
$5000
USD.
|
|
d.
1st Anniversary,
|
$20,000
USD.
|
|
e.
2nd Anniversary,
|
$20,000
USD.
|
|
f.
3rd Anniversary,
|
$15,000
USD
|
|
g.
$15,000 USD every 6 months thereafter for so long as Option is
in
effect.
|
|
All
of
the above payments, except for the shares, are to be considered as Minimum
Advanced Royalty Payments to be credited against any Royalty payments owed
to
Optionor in the future.
3
5.2 SHARE
PAYMENTS
The
Optionee shall issue 300,000 common shares of Mosquito Consolidated Gold
Mines
Limited to the Optionor as follows:
a. After
60
days, 90,000 shares of Mosquito Consolidated Gold Mines Limited.
b. After
9
months, 90,000 shares of Mosquito Consolidated Gold Mines Limited.
c. After
18
months, 120,000 shares, of Mosquito Consolidated Gold Mines
Limited.
This
agreement and the issuance of shares are subject to the approval of the
TSX-Venture Exchange.
5.3
NET SMELTER RETURN ROYALTY (NSR): The
Optionee shall pay a Net Smelter Return Royalty (NSR) of 1.5% (one &
one-half percent) to a maximum of $3,000,000.00 and thereafter a 0.5% (one-half
percent) NSR payable for so long as the Option is in effect.
For
the
purpose of this agreement, a net smelter return royalty (NSR) shall mean
the
total gross sale proceeds received by or credited to the Optionee for Products
less only:
| a. |
All
actual costs incurred by the Optionee for transportation of the
Products
to a point of sale including
insurance;
|
| b. |
All
sampling, assaying, weighing, treatment or processing, milling,
smelter
or refining charges or penalties which are charged by the purchaser
to the
Optionee except those deducted by the purchaser directly from the
proceeds
of sale; and
|
| c. |
All
taxes levied upon production or severance of the products, or upon
which the sale the net smelter is
computed.
|
Any
payments received by the Optionor payable under paragraph 5.1 will be credited
and deducted from any advance royalty payments due for so long as the Option
is
in effect.
5.4
METHOD OF PAYMENT OF ROYALTY: All
Royalty payments made by Optionee to Optionor shall be due and payable every
60
days by wire transfer, cashiers check, money order or by cash to Optionor
representative in person or by delivery to Optionor address for notice purposes.
Optionee shall be obligated to deliver only ~ single check or payment, and
Optionee shall have no responsibility for disbursement-' or distribution
of any
payment after receipt of payment by the payee. Optionee shaU.-4eliSer to
Optionor a statement showing the amount of production Royalty due and the
manner
in which it was determined and shall submit to Optionor data reasonably
necessary to enable Optionor to verify the determination.
5.4
AUDIT: Optionor
or its authorized agents shall have the right to audit and inspect Optionee
accounting records used in calculating production royalty payments,~which
may be
exercised as to each payment at any reasonable time during a period of one
(I)
year from the date on which payment was made by lessee. If no such audit
is
performed during such period, such accounts, records and payment shall be
conclusively deemed to be
true,
accurate and correct.
4
6.0
COMPLIANCE WITH THE LAW:
The
exercise by Optionee of any of any rights, privileges, grants and uses
under
this Agreement shall conform at all times with the applicable
laws and regulations of the state in which the Property is situated and
those of
the
USA.
Optionee shall be fully responsible for compliance with all applicable
federal,
state and local reclamation, statutes, regulations and ordinances relating
to
such work. Optionee shall indemnify and hold harmless Optionor from any
claims,
assessments, fines and actions arising from Optionee failure to perform
the
foregoing obligations. Optionor agrees to cooperate with Optionee in Optionee
application for governmental licenses, permits and approvals, the cost
of all of
which shall be borne by Optionee.
7.0
MINING AND PROCESSING PRACTICES:
The
Optionee shall carry out all mining and processing operations in a good,
xxxxxxx
and xxxxx like manner according to the rules and customs of good and economic
mining and processing and in compliance with all state, federal and local
safety
rules and regulations. Optionee will comply with all Local, State and Federal
environmental laws and regulations during mining and reclamation activities
on
the Property and obtain all necessary permits pertaining to these
activities.
7.1
KEEPING PROPERTY IN GOOD STANDING AND FREE FROM LIENS, ETC:
The
Optionee shall file Notice of Intent to Hold Claims with the Boise County
Recorder by August 1 of any year and pay Annual Rental Fees (now $125 per
year
per claim) to the BLM by August 15 of any year. The Optionee shall promptly
pay
and discharge all liens, claims and demands of laborers and material men,
who
may be employed by Optionee on or about the mining premises in transporting
and
handling rock products from the said mining premises and in connection
with
mining and processing operations by them conducted thereon, to the end
and
purpose that said premises shall be kept free and clear of claims and demands
of
laborer, material men and others who may be employed thereon, or furnish
material or fuel thereon. Optionee further agree that the Optionor may,
at their
option, post or cause to be posted upon the premises one or more notice
of
non-responsibility in the manner and form prescribed by law, to the end
that
such notices of non-responsibility, with proof of posting, may be recorded
by
Optionor.
7.2
INSURANCE:
Optionee shall keep in full force and effect, at his sole cost and expense,
Xxxxxxx'x Compensation Insurance for protection of all employees, workmen,
sub-contractors
and other laborers engaged by him in, on or about the mining premises
and/or
in
connection with work, mining and transportation and processing all rock
and rock
products thereon and there from, and that he will further comply with all
laws,
rules and regulations of governmental authority relating to or applicable
to
operations conducted on the demised property. Optionee shall carry a liability
policy of at least one million ($1,000,000) US dollars to cover all phases
of
operations on the premises.
7.3
TAXES:
Optionee
shall, during the continuance in effect of this Option' Agreement, pay
all
local, state and federal taxes and county assessments on improvements and
equipment which may be levied, assessed or charged against or for the benefit
of
the mining
operation and premises which are the subject hereof, and for material extracted
or removed from the premises. Optionor shall pay their taxes on income
from
Property.
5
7.4
CROSS MINING:
Optionee is granted the right to mine and remove Products from the Property
through or by all means of shafts, openings or pits which may be in or
upon
adjoining lands owned or controlled by Optionee. Optionee may use the
Property
and any shafts, openings or pits on the Property for the mining, removal,
treatment and transportation of ores or Products from adjoining lands,
or for
any purpose connected with such activities. Optionee shall have the right
to
treat or process, in any manner, any Products mined or produced from
the
Property and from such lands. Such treatment may be conducted wholly
or in part
at facilities established or maintained on the Property or on other lands.
The
tailings or residue ftom such treatment shall be deemed waste and may
be
deposited on the property on the Property or on other lands and Optionee
shall
have no obligation to remove such waste from the Property nor return
to the
Property waste resulting from the processing of Products from the
Property.
8.0
WORK REQUIREMENT:
Optionee will perform at least $25,000 worth of work on the "Property"
during
the first year and at least $50,000 worth of work on the property each
year
thereafter for so long as the Option is in effect. The dollar value of
production, Royalty
paid can be counted as "work". All Monies spent may be used as a credit
towards
future years
9.0
DEFAULT BY OPTIONEE AND SUBSEQUENT TERMINATION BY OPTIONOR:
In the
event of any default or failure by Optionee to comply with any of the
covenants, terms or conditions of this Agreement, Optionor shall give
written
notice by certified mail of said default, specifying details of same.
If such
default by Optionee is not
remedied within Thirty (30) days after receipt of the notice, then this
Agreement shall be deemed cancelled and terminated effective on the Thirty
First
(31 st) day after receipt of the notice. In the case of Optionee failure
to pay
the minimum advanced royalty or production royalty payments due hereunder,
Optionor shall be entitled to give Optionee written notice by certified
mail of
default, and if such default is not remedied within Twenty (20) days
after
receipt of the notice, then the Agreement shall be deemed cancelled and
terminated effective on the Twenty First (21st) day after Optionee receipt
of
said notice. If Optionee refuses to accept certified mail then automatic
termination takes effect based on date of refusal to accept notice rather
then
on date of actual receipt of notice.
9.1
TERMINATION BY OPTIONEE:
Optionee may at any time terminate this Agreement
by giving 30-day advance written notice of said termination to Optionor.
On or
promptly after delivery of the notice oftennination, Optionee shall execute
and
deliver to Optionor a written release of the Agreement in proper form
for
recording. Optionee shall
be
required to pay all payments whatsoever owed to Optionor at the time
of
termination.
On expiration or termination of this Agreement, Optionee shall surrender
and
return the Property in a state of compliance with applicable laws, regt!lations
and ordinances of any government agency or authority having jurisdiction
of the
Property, arid, if Optionee compliance is incomplete at such time, then
Optionee
shall diligently take the actions necessary to complete compliance. Optionee
will leave claims in good standing
in regards to paying annual BLM Rental Fees of $125 per claim. Optionee
obligation to perform all reclamation and cleanup work as required by
federal,
state and local government regulation, law or statute as a result of
its
activities or operations on the Property shall survive termination of
this
Agreement.
6
10.0
REMOVAL OF EQUIPMENT: Optionee
shall upon termination of this Agreement, at the request of the Optionor,
but in
any case not later than Six (6) months after termination of this Agreement
remove from the Property all buildings, structures and equipment, and
to restore
or diligently act to restore the Property to an environmentally acceptable
state
as may be required by federal, state and local government authority.
Any
buildings, structures or equipment including personal property of the
Optionee,
remaining on the Property after the time described in this section
shall deemed
to be owned by Optionor with no further action on the part of the
parties.
11.0
FORCE MAJEURE: The
respective obligations of either party, except Optionee obligation
to pay the
minimum payments and maintain all insurance, shall be suspended during
the time
and to only the extent that such party is prevented from compliance,
in whole or
in part, by war, earthquake, fire, flood, strike and the act or restraint,
present or future, of any lawful authority, statute, governmental regulation
or
ordinance, environmental restrictions or conditions, permit or license
approval
or act of God.
12.0
NOTICES: Any
notices required or authorized to be given by this Agreement shall
be
in
written form by registered or certified mail, addressed to the proper
party at
the following address or such address as shall have been designated
to the other
party in accordance
with this section. Any notice required or authorized to be given by
this
Agreement
shall be deemed to have been sufficiently given or served in written
form if
mailed as provided herein or personally delivered to the proper party.
Such
notice shall be effective on the date of receipt by the addressee
party:
|
If
to Optionor:
|
CUMO
Molybdenum Mining, Inc.
X.X.
Xxx 000
|
|
Xxxx,
Xxxxxx 00000
|
|
If
to Optionee:
|
Mosquito
Consolidated Gold Mines Limited
|
|
000-000
Xxxxxxxxx Xx.
|
|
|
Xxxxxxxxx,
X.X. Xxxxxx X0X ITI
|
13.0
BINDING EFFECT OF OBLIGATIONS: The
terms
of this Agreement will "Run
With
the Land" and shall be binding upon and inure to the benefit of the respective
parties
and their successors and assigns....
14:0
WHOLE AGREEMENT: The
parties hereto agree that the whole Agreement between
them is written in this Agreement and in any memorandum of agreement
of even
date,
which is intended to be recorded. There are no terms or conditions,
express or
implied, than expressly stated in this Agreement. This Agreement may
be amended
or modified only by an instrument in writing, signed by the parties
with the
same formality as this Agreement.
7
15.0
GOVERNING LAW:
This
Agreement shall be construed and enforced ill accordance with the
laws of the
State of Nevada and Province of British Columbia.
16.0
MULTIPLE COUNTERPARTS:
This
Agreement may be executed in any number of counterparts, each of
which shall be
deemed to be an original, but all of which shall constitute the same
agreement.
17.0
SEVERABILITY:
If any
part, term or provision of this Agreement is held by a court of competent
jurisdiction to be illegal or in conflict with any law of the USA,
or state, the
validity of the remaining portions or provisions shall not be affected,
and the
rights and obligations of the parties shall be construed and enforced
as if the
Agreement did not contain the particular part, term or provision
held to be
invalid.
18.0
ASSIGNMENT:
Upon
providing written notice to the other party in accordance with the
terms of this
Agreement, either party may assign its respective rights and obligations
under this Agreement, provided that the assignee executes an assumption
of
all
of
the assignor's obligations hereunder and agrees to be bound by all
terms and
conditions of this Agreement. No such assignment shall in any way
enlarge or
diminish the right of obligations of Lessee or Optionor hereunder.
Upon the
assumption by the assignee of the assignors obligations, the assigning
party
shall be fully released from and shall not be liable or responsible
to the
non-assigning party in any way for any duties, costs, payments or
other
liabilities or obligations that thereafter arise or accrue directly
or
indirectly under this Agreement. A fully executed memorandum of assignment
in a
form that can be recorded shall be provided to the non-assigning
party by the
assigning party.
8
On
this
13th
day of
October, 2004, personally appeared before me, a Notary Public,
Xxxxx X. XxXxxx
and acknowledged that he executed the above Option Agreement in
his capacity as
President of Mosquito Consolidated Gold Mines Limited, as indicated
above, on
behalf of said Corporation and that the Corporation executed same.
EXHIBIT
"A"
The
Property, which is the subject of the aforementioned Option Agreement,
includes
those certain Un-patented Mining Claims situate in Sections 17
& 18, T8N;
R6E in Boise County, Idaho which are owned by the Optionor, more
particularly
described as follows:
|
Name
of Claim
|
BLM
Serial #
|
County
Instrument #
|
||
|
New
CUMO # I
|
IMC
182493
|
171292
|
||
|
New
CUMO # 2
|
IMC
182494
|
171293
|
||
|
New
CUMO # 3
|
IMC
182495
|
171294
|
||
|
New
CUMO # 4
|
IMC
182496
|
171295
|
||
|
New
CUMO # 5
|
IMC
182497
|
171296
|
||
|
New
CUMO # 6
|
IMC
182498
|
171297
|
||
|
New
CUMO # 7
|
IMC
182499
|
171298
|
||
|
New
CUMO # 8
|
IMC
182500
|
171299
|
9
AMENDMENT
TO OPTION TO PURCHASE AGREEMENT
Between:
CUMO
Molybdenum Mining Inc.
000
Xxxxx
Xxxxxx
X.X.
000
XXXX,
XXXXXX
00000
("Cumo")
and
Mosquito
Consolidated Gold Mines Ltd.
000-000
Xxxxxxxxx Xxxxxx Xxxxxxxxx B.
C.
V 6C 1
T 1
("Mosquito")
January
14, 2005
This
letter will confirm our mutual agreement to amend our
October 13, 2004 Option to
Purchase Agreement
(the "Agreement") with the following:
1.
Cumo
will
grant Mosquito an exclusive option to purchase all (100%)
of Cumo's
rights, ownership
and royalty interests in the Cumo mineral claims which
are the subject of the
Agreement
(the "Property") for $1,500,000.00(USD).
| a. |
Term
of the option will be 4 years from date of
this
letter.
|
| b. |
Payment
of the $1,500,000.00 will be $1,000,000.00
in cash and $500,000.00 in
common
shares of Mosquito.
|
2.
It is
the intention of Mosquito to enter an agreement with
Kobex Resources Ltd.
(“Kobex”) whereby
Mosquito will grant Kobex an option to purchase all Mosquito's
interests in the
property.
x.
Xxxx
has
agreed to use it's best efforts in assisting the parties
in completing this
agreement
including entering into a Trust and Escrow agreements
with Kobex which will
facilitate
the transfer of title in the Property to Kobex and
re-transfer title to Cumo in
the event
that Kobex terminates it's option with Mosquito, in
a manner satisfactory to
the legal
counsel of Cumo.
b.
All
costs
incurred in the transfer, escrow and return oftitIe
of the property will be the
responsibility
of Kobex. Cumo shall choose an Escrow company satisfactory
to all parties.
3.
During
the term of the agreement any mineral interest within
an area of five miles from
the exterior boundaries of the Cumo property acquired
by any means by or on
behalf of either of the parties hereto or their affiliates
or associates or any
party not at arm's length to either of the parties shall
be deemed to be part of
the Property and shall be subject to the terms of the
Agreement.
Mosquito
and Cumo will do all things necessary to complete any
further documents
necessary to insure the completion of the amendments
documented in this
agreement.
4.
Notwithstanding paragraph 1 of this amendment, upon
payment of the $3,000,000.00
in advance royalty payments described in paragraph
5.1 of the Agreement and the
issuance of the 300,000 shares described in paragraph
5.2 of the Agreement Cumo
will transfer all interest and title
to
the property to Mosquito. This transfer will not include
the 1/2 % (one-half
percent) net smelter
royalty payable to Cumo.
On
this 14th
day
of
January,
2005,
personally appeared before me, a Notary Public, Xxxxx
X. XxXxxx and acknowledged that he executed the above
Amendment to Option to
Purchase
Agreement in his capacity as President of Mosquito
Consolidoted Gold Mines
Limited,
as indicated above, on behalf of said Corporation and
the Corporation
executed
the same.
