SLOCAN PROPERTY SALE AGREEMENT
Exhibit 10.1
SLOCAN PROPERTY SALE AGREEMENT
THIS AGREEMENT made as of the 10th day of February, 2011
BETWEEN:
YARDLEY MOUNTAIN GOLD CORP., a body corporate, incorporated under the laws of the Province of British Columbia (hereinafter called "YARDLEY");
- and -
NORTH BAY RESOURCES INC., a body corporate, incorporated under the laws of the State of Delaware (hereinafter called "North Bay");
WHEREAS North Bay has agreed to sell and otherwise transfer its 100% undivided interest in the Slocan Properties in the Slocan Mining District, British Columbia, Canada (hereinafter called the “Acquisition” or “Acquisition Tenures”) as set forth in the attached Schedule "A" to YARDLEY on the terms and conditions set out in this Agreement;
NOW THEREFORE that in consideration of the mutual covenants including, but not limited to the consideration set out in the clause herein entitled "Consideration", contained in this Agreement the Parties agree as follows:
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1.
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DEFINITIONS
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In this Agreement, unless the context otherwise requires:
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(a)
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"Agreement" means this Sales Agreement including the schedules attached hereto;
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(b)
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"Acquisition Tenures" means those mineral claims as set out in the attached Schedule "A", which are offered for mining purposes only. It is understood that ownership of the title to it does not include any pre-existing legacy claims or valid crown grants, ownership of the surface rights, or the right to use the surface for residential or recreational purposes;
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(c)
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"Party" means a party to this Agreement "Parties" means all parties to this Agreement;
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(d)
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"this Agreement", "herein", "hereto", "hereof" and similar expressions mean and refer to this Agreement.
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2.
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INTERPRETATION
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(a)
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The expressions "Section", "Subsection", "Clause", "Subclause", "Paragraph" and "Schedule" followed by a number or letter or combination thereof mean and refer to the specified section, subsection, clause, subclause, paragraph and schedule of or to this Agreement.
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(b)
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The division of this Agreement into sections, subsections, clauses, subclauses and paragraphs and the provision of headings for all or any thereof are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.
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(c)
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When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.
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(d)
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There are appended to this Agreement the following schedules pertaining to the following matters:
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Schedule "A" - Acquisition Tenures
Such schedules are incorporated herein by reference as though contained in the body hereof. Wherever any term or condition of such schedules conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.
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(e)
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All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claim pursuant to this Agreement include without limitation reasonable legal fees and disbursements on a solicitor and client basis.
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3.
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CONSIDERATION
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As consideration for YARDLEY acquiring a 100% undivided interest to the Acquisition Tenures:
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(a)
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YARDLEY hereby agrees to pay to North Bay the sum of $10,000 USD within ten (10) days upon execution of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.
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(b)
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YARDLEY hereby agrees to further pay to North Bay the sum of $33,000 USD within three (3) months of the date of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.
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(c)
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YARDLEY hereby agrees to further pay to North Bay the sum of $50,000 USD on or before June 25, 2011, such payment not to be refunded to YARDLEY under any circumstances.
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4.
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COMMITMENT
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Upon receipt of the initial $10,000 consideration by North Bay, North Bay shall insure that all of the Acquisition Tenures remain in good standing until July 1, 2011 by payment of the required Cash-In-Lieu fees to the Province of British Columbia, as applicable, and;
Upon receipt of the initial $10,000 consideration by North Bay, North Bay shall transfer to YARDLEY the claims identified in Schedule A as “Bosun Fr”, “Democrat RCG”, “Democrat RCG 2”, “Daybreak RCG”, “Corinth RCG”, and “Mammoth SW”, and;
Upon receipt of the second payment of $33,000 by North Bay, North Bay shall transfer to YARDLEY the claims identified in Schedule A as the “Silver Leaf Property”, “▇▇▇▇” and “Meteor”, and;
Upon receipt of the final payment of $50,000 by North Bay, North Bay shall transfer to YARDLEY all of the remaining claims in Schedule A that had not been previously transferred.
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5.
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EARNED INTEREST
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Upon execution of this Agreement and payment in full of all the Consideration amounts specified in Section 3, YARDLEY shall have acquired 100% of North Bay's undivided interest in the Acquisition Tenures.
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6.
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DEFAULT
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Should YARDLEY default under this Agreement then North Bay will provide written notice to YARDLEY with specific details of such defaults or failures. After receiving said notice, YARDLEY shall have 5 days to remedy such default. Should YARDLEY fail to remedy the default within the 5 day period, YARDLEY shall forfeit any rights it has to the Acquisition Tenures not previously transferred to it under Section 4, and this Agreement shall be terminated.
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7.
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REPRESENTATIONS AND WARRANTIES OF NORTH BAY
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North Bay makes the following representations and warranties to YARDLEY, no claim in respect of which shall be made or be enforceable by YARDLEY unless written notice of such claim, with reasonable particulars, is given by YARDLEY to North Bay within a period of twelve (12) months from the date hereof:
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(a)
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North Bay is duly incorporated and is validly subsisting under the laws of the State of Delaware;
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(b)
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North Bay is the legal and registered beneficial owner of all of its stated interests in the Acquisition Tenures, and such interests are free of any liens, claims, charges, security interests or encumbrances of any kind whatsoever, except for any pre-existing legacy claims within the Acquisition Tenures, including statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Acquisition Tenures; and;
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(c)
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there are no actions, suits, proceedings or claims existing or, to the best of the knowledge, information and belief of North Bay pending or threatened with respect to or in any manner challenging ownership of interest in any of the Acquisition Tenures, or which might reasonably be expected to result in a material impairment or loss of the Acquisition Tenures, or the proposed disposition of interest in the Acquisition Tenures;
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(d)
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North Bay is in material compliance with all applicable laws, rules, regulations, orders and statutes applicable to it, the interest in the Acquisition Tenures or the operation of the Acquisition Tenures, and North Bay has not received any notice of any violation, and there is no basis for assertion of any violation, of any applicable law, order, rule, regulation, writ, injunction or decree of any court, governmental or conservation authority or any statute, and North Bay holds, in good standing, all licenses, registrations and qualifications required;
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(e)
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the execution and delivery of this agreement and the consummation of the transaction contemplated herein will not, as a result of North Bay’s involvement, violate nor be in conflict with any provision of any material agreement or instrument to which North Bay is a party or is bound or, to the best of the knowledge of North Bay, any judgment, decree, order, statute, rule or regulation applicable to North Bay and no authorizations, approvals or consents are required for the consummation of the transaction contemplated herein by North Bay; and
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8.
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REPRESENTATIONS AND WARRANTIES OF YARDLEY
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YARDLEY makes the following representations and warranties to North Bay, no claim in respect of which shall be made or be enforceable by North Bay unless written notice of such claim, with reasonable particulars, is given by North Bay to YARDLEY within a period of twelve (12) months from the date hereof:
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(a)
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YARDLEY is duly incorporated and is validly subsisting under the laws of the Province of British Columbia;
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(b)
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there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of YARDLEY’s knowledge, pending or threatened against or relating to YARDLEY or its material assets and there is no circumstance, matter or thing known to YARDLEY which might give rise to any such proceeding or to any governmental investigation relative to YARDLEY and there is not outstanding against YARDLEY any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator; and
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(c)
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YARDLEY has the requisite power, capacity and authority to enter into this agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth.
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9.
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INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES
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(a)
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North Bay shall be liable to YARDLEY for and shall, in addition, indemnify YARDLEY from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify YARDLEY in connection with any representation or warranty contained in Section 7 if and to the extent that YARDLEY did not rely upon such representation or warranty.
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(b)
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YARDLEY shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 9(b) shall be construed so as to cause YARDLEY to be liable to or indemnify North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that North Bay did not rely upon such representation or warranty.
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(c)
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Notwithstanding any other provision in this Agreement, North Bay shall not be liable to or be required to indemnify YARDLEY in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY in respect of which YARDLEY is liable to and has indemnified pursuant to subsection 9(b).
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10.
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COVENANTS
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During the currency of this Agreement, the Parties shall:
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(a)
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not do any other act or thing which would or might in any way adversely affect the rights of the Parties hereunder, and,
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(b)
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make available to all Parties and their representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Acquisition Lands in Parties' possession or control, including soil samples, and all records and files relating to the Acquisition Tenures and permit Parties and their representatives at their own expense to take abstracts therefrom and make copies thereof;
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(c)
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promptly provide all Parties with any and all notices and correspondence received from government agencies in respect of the Acquisition Tenures.
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11.
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DISPOSITION
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Any sale, assignment or transfer by a Party of all or any part of its rights or obligations hereunder shall include a provision whereby the purchaser, successor or assignee, as the case may be, shall agree to assume the rights and be subject to all the liabilities and obligations of the transferring Party under this Agreement.
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12.
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REGISTRATION
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YARDLEY shall have the right to register notice of this Agreement for the sole purpose of giving notice of its rights under this Agreement to the applicable ministries of the British Columbia Government.
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13.
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FURTHER ASSURANCES
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Each Party will, from time to time and at all times hereafter upon request, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.
It should be further noted within this Agreement that neither North Bay or any of its principals, affiliates, or employees is a “Qualified Person” as defined by National Instrument 43-101 and therefore not qualified to make any judgments on the economic viability of the mining claims or minerals contained there-in, and as such will be held harmless for any information provided both verbal and written, expressed or implied, with regard to the economic, technical, or geological aspects of the Acquisition Tenures. Any such conclusions are the product of YARDLEY’s own due diligence, of which it bears sole responsibility.
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14.
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ENTIRE AGREEMENT
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The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless in writing, executed by the Parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings between the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof.
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15.
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GOVERNING LAW
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This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of British Columbia. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.
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16.
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ENUREMENT
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This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and assigns.
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17.
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TIME OF THE ESSENCE
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Time shall be of the essence in this Agreement.
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18.
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NOTICES
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The addresses for service and the fax numbers of the Parties shall be as follows:
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North Bay -
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇ -
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▇▇▇▇▇▇▇ Mountain Gold Corp.
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#3 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇-▇▇▇
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Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇
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Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
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All notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered as follows:
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(a)
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by personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served;
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(b)
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by facsimile transmission to a Party to the fax number of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when transmitted; or
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(c)
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except in the event of an actual or threatened postal strike or other labor disruption that may affect mail service, by mailing first class registered post, postage prepaid, to a Party at the address of such Party set out above, in which case the item so mailed shall be deemed to have been received by that Party on the fifth day following the date of mailing.
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A Party may from time to time change its address for service or its fax number or both by giving written notice of such change to the other Party.
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19.
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CURRENCY
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All references to currency herein shall be deemed to be United States currency, unless otherwise indicated.
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20.
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EXECUTION BY COUNTERPART AND FACSIMILIE
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(a)
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This Agreement may be executed in counterpart, no one copy of which need be executed by the Parties. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by the Parties
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(b)
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The Parties will be entitled to rely upon delivery by facsimile machine of executed copies of the executed Agreement will be legally effective to create a valid and binding agreement between the Parties in accordance with the terms hereof.
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IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year written above.
YARDLEY MOUNTAIN GOLD CORP.
Per: _/s/ ▇▇▇▇ Bakus_______________
▇▇▇▇ ▇▇▇▇▇, Director
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
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This is Schedule "A" attached to and forming part of a Sales Agreement made as of the 10th day of February, 2011 between North Bay Resources Inc. and Yardley Mountain Gold Corp.
ACQUISITION TENURES
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Tenure Number
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Claim Name
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Area (ha)
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| 838451 |
GREEN HORN
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207.7359 | |||||
| 603828 |
BOSUN
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187.0243 | |||||
| 730862 |
BOSUN FR
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20.7848 | |||||
| 767865 |
CALIFORNIA
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41.5504 | |||||
| 766842 |
IDAHO
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83.1077 | |||||
| 842091 |
CORINTH RCG
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41.5555 | |||||
| 842111 |
DAYBREAK RCG
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41.5538 | |||||
| 842113 |
DEMOCRAT RCG
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62.342 | |||||
| 842318 |
DEMOCRAT RCG 2
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20.7795 | |||||
| 842512 |
MAMMOTH SW
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20.7865 | |||||
| 706747 |
METEOR
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104.3604 | |||||
| 709242 |
▇▇▇▇
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313.2213 | |||||
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NORTH STAR SILVER PROPERTY
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| 806862 |
NORTH STAR 2
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41.593 | |||||
| 764882 |
NORTH STAR 3
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20.7938 | |||||
| 603827 |
NORTH STAR 4
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83.1972 | |||||
| 604393 |
NORTH STAR EXT
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62.4032 | |||||
| 777922 |
NORTH STAR EXT
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187.2303 | |||||
| 604394 |
NORTH STAR EXT 2
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20.8029 | |||||
| 686186 |
NORTH STAR EXT 4
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41.6058 | |||||
| 799485 |
NORTH STAR S
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416.1149 | |||||
| 834708 |
NORTH STAR SE
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312.0594 | |||||
| 834747 |
NORTH STAR SE 2
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312.1522 | |||||
| 574560 |
NORTH STAR SILVER
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332.7012 | |||||
| 705887 |
▇▇▇▇▇▇
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519.9505 | |||||
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SILVER LEAF PROPERTY
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| 574625 |
SILVER LEAF
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291.9929 | |||||
| 578836 |
SILVER LEAF 2
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125.0693 | |||||
| 616443 |
SILVER LEAF 3
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41.7095 | |||||
| 602083 |
SILVER LEAF E
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20.8582 | |||||
| 742123 |
SILVER LEAF EAST
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333.7059 | |||||
| 602265 |
SILVER LEAF FRAC
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62.5854 | |||||
1
| 769122 |
SILVER LEAF FRAC 2
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20.8457 | |||||
| 822502 |
SILVER LEAF FRAC3
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20.8439 | |||||
| 830043 |
SILVER LEAF FRAC4
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20.8457 | |||||
| 603455 |
SILVER LEAF N2
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83.4148 | |||||
| 673083 |
SILVER LEAF ▇▇
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▇▇.▇▇▇▇ | |||||
| ▇▇▇▇▇▇ |
▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇
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62.5496 | |||||
| 810122 |
SILVER LEAF NE1
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125.1068 | |||||
| 672843 |
SILVER LEAF NE2
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62.5227 | |||||
| 743142 |
SILVER LEAF NORTH
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479.4561 | |||||
| 751085 |
SILVER LEAF NW
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62.559 | |||||
| 602084 |
SILVER LEAF S
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20.8619 | |||||
| 742182 |
SILVER LEAF SOUTH
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166.9052 | |||||
| 616423 |
SILVER LEAF W
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62.566 | |||||
| 765842 |
SILVER LEAF W2
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166.8629 | |||||
| 765763 |
SILVER LEAF W3
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20.8583 | |||||
| 574592 |
SLOCAN PRINCE
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20.8635 | |||||
| 560552 |
SLOCAN PRINCE 1
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20.8601 | |||||
| 602349 |
SLOCAN PRINCE N
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20.8618 | |||||
| 744624 |
SLOCAN PRINCE NORTH
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250.3299 | |||||
| 602613 |
SLOCAN PRINCE S
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20.8635 | |||||
| 748882 |
SLOCAN PRINCE SOUTH
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354.7098 | |||||
| 541750 |
▇▇▇▇
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20.8566 | |||||
| 772243 |
RIVERSIDE 3
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20.851 | |||||
| 772283 |
RIVERSIDE 4
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41.6985 | |||||
| 772302 |
RIVERSIDE 5
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104.2372 | |||||
| 837558 |
RIVERSIDE SILVER
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62.5583 |
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