LONGLAC PROJECT AGREEMENT THIS AGREEMENT is dated effective the 12th day of June, 2007.
THIS
AGREEMENT is dated effective the 12th
day of
June, 2007.
BETWEEN:
2060014
ONTARIO LTD.
(hereinafter
called "Owner")
-
and
-
XXXXXXXX
URANIUM HOLDINGS, INC. an
Arizona corporation
(hereinafter
called "Xxxxxxxx")
RECITALS:
A.
Owner
owns certain Claims located in the Province of Ontario, Canada.
X.
Xxxxxxxx
wishes to acquire an undivided one hundred (100%) per cent interest in such
Claims.
C. Owner
is
prepared sell Xxxxxxxx an undivided one hundred (100%) per cent interest
in such
Claims on the terms and conditions hereinafter set forth.
NOW THEREFORE, in
consideration of the premises and the mutual obligations hereinafter described,
and intending to be legally bound, the parties agree as follows:
ARTICLE
I
INTERPRETATION
AND DEFINITIONS
Section
1.01 Definitions
As
used
in this Agreement, the following words and phrases have the following meanings:
(a) "Affiliate"
means any person, partnership, limited liability company, joint venture,
corporation, or other form of enterprise which controls, is controlled by,
or is
under common control with a party to this Agreement.
(b) "Agreement"
means this agreement as the term is defined in Section 1.03 hereof.
(c) "Force
Majeure" means any event beyond a party's reasonable control including laws
which prohibit a party's ability to comply with its obligations; action or
inaction of civil or military authority; mining casualty; damage to or
destruction of mine, plant or facility; fire; explosion; flood; insurrection;
riot; labour disputes; and acts of God, but does not include a party's inability
to make any payments required under this Agreement.
(d) "Claims"
means all mineral rights constituting the claim units marked as such on Schedule
"A" attached to this Agreement.
(e) "Payments"
has the meaning given that term by Section 2.01.
(g) "Purchase"
has the meaning given that term by Section 2.01.
(h) "Purchase
Period" means the period of time from the execution of this Agreement to
the
exercise, abandonment or termination of the Purchase in accordance with the
terms and conditions of this Agreement.
Section
1.02 Schedules
The
following schedules are attached to and form part of this Agreement:
(a) Schedule
"A" - List of Claims
Section
1.03 Entire
Agreement
This
agreement and the attached schedules and all properly executed amendments
are
hereinafter collectively referred to as this "Agreement". This Agreement
constitutes the entire agreement between the parties and supersedes all previous
agreements and undertakings relating to the subject matter. The parties
acknowledge that there are no agreements, undertakings, representations,
warranties or conditions collateral to this Agreement except as specifically
stated otherwise in this Agreement.
Section
1.04 Caption
and Headlines
The
division of this Agreement into articles and sections and the insertion of
headings is for convenience of reference only and shall not affect the
interpretation of this Agreement. Any reference to a section or article shall
be
a reference to a section or article of this Agreement unless specifically
stated
otherwise.
Section
1.05 Extended
Meanings
In
this
Agreement, where the context so requires or permits, the masculine gender
shall
include the feminine and neuter genders, the plural shall include the singular
and vice versa, and the words "person" and "persons" shall include corporations,
partnerships, and all other entities of whatever description.
Section
1.06 Currency
In
this
Agreement all statements of and references to dollar amounts shall mean Canadian
dollars.
2
Section
1.07 Governing
Law
This
Agreement shall be interpreted in accordance with the laws of the Province
of
Ontario, Canada, and the federal laws of Canada as applicable therein.
Section
1.08 Severability
If
any
provision of this Agreement is found invalid, illegal, or incapable of
enforcement by any court of competent jurisdiction, such provision and the
remaining provisions of the Agreement shall continue to be enforceable to
the
extent permitted by such court against any person(s) and in any circumstance(s)
other than those to whom it has been found invalid, illegal or incapable
of
enforcement.
Section
1.09 Amendments
No
amendments to this Agreement shall be of any force and effect unless executed
in
writing by all the parties to this Agreement.
ARTICLE
II
PURCHASE
Section
2.01 Consideration
a)
Owner
hereby agrees to sell Xxxxxxxx and Xxxxxxxx hereby agrees to Purchase (the
"Purchase") an undivided one hundred (100%) per cent interest in the Claims
by
making the following payments (the "Payments") to Owner:
a) $3,750
will be paid to Owner concurrently with the execution of this Agreement;
and
b) _____
common shares of Xxxxxxxx will be issued to Owner by no later than ____
,2007.
Section
2.02 Completion
of Purchase
The
Purchase shall be automatically completed and the Claims vested in Xxxxxxxx
upon
Xxxxxxxx making all the Payments set forth in Section 2.01. Upon the completion
of the Purchase in accordance with that Section, Xxxxxxxx shall have purchased
and acquired an undivided hundred (100%) per cent ownership interest in and
to
the Claims free and clear of any mortgages, liens, charges, pledges, security
interests, encumbrances and any other claims of any description.
Section
2.03 Results
of Prior Exploration Work
Immediately
following the execution of this Agreement, Owner shall deliver to Xxxxxxxx
all
technical data for the Claims in its possession including, but without
limitation, drilling, geophysics and geological information held by Owner.
Should
this Agreement be terminated, for whatever reason, prior to vesting, then
Xxxxxxxx will return and forward to Owner copies of data and information
received from Owner but Xxxxxxxx will not be obliged to return any Claims
data
otherwise acquired by Xxxxxxxx during the Option Period.
3
Section
2.04 Title
Within
sixty (60) days following the completion of the Purchase pursuant to Section
2.02, Owner will provide Xxxxxxxx with executed transfers of an undivided
hundred (100%) percent interest in the Claims and will provide any additional
assistance required by Xxxxxxxx or its nominee to legally record the transfers.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Section
3.01 Representations
and Warranties bv Owner
Owner
represents and warrants that:
|
(a)
|
he
has all requisite power and authority to perform his obligations
under
this Agreement;
|
|
(b)
|
all
necessary action has been taken by Owner to execute and allow the
proper
performance of the terms of this Agreement, and this Agreement
constitutes
a valid and binding obligation of Owner enforceable in accordance
with its
terms;
|
|
(c)
|
to
the best of Owner's knowledge the location of each of the Claims
on the
ground conforms to the description appearing on records in the
appropriate
records office, and the Claims were properly located according
to the laws
of Ontario and will be in good standing for at least 180-days days
after
the execution of this Agreement;
|
|
(d)
|
he
has not received notice of any violation of or investigation relating
to
any federal, provincial or local environmental or pollution law,
regulation or ordinance with respect to the Claims;
|
|
(e)
|
to
the best of Owner' s knowledge there are no reclamation liabilities
in
connection with the Claims and, in particular, there are no obligations
to
monitor or clean up any preexisting mine sites or mine waste dumps
or
tailings;
|
|
(f)
|
his
interest in the Claims is free and clear of any mortgages, liens,
charges,
pledges, security interests, encumbrances or other claims of any
description and, upon completion of the Purchase by Xxxxxxxx, Xxxxxxxx
will acquire an undivided one hundred (100%) interest in the Claims
free
and clear of any mortgages, liens, charges, pledges, security interests,
encumbrances or other claims of any description;
|
|
(g)
|
no
person or other entity has any right or agreement, option, understanding,
prior commitment or privilege capable of becoming an agreement
for the
purchase or acquisition from Owner of any interest in the Claims;
|
|
(h)
|
all
assessment work required to maintain the Claims in full force and
effect
has been performed as of the execution of this Agreement; and
|
4
|
(i)
|
there
are no royalties or other latent interests in the Claims owing
to any
parties.
|
Section
3.02 Survival
Owner
acknowledges that Xxxxxxxx is relying on the representations and warranties
contained in Section 3.01 in entering into this Agreement and that such
representations and warranties are continuing and survive the execution of
this
Agreement.
Section
3.03 Representations
and Warranties bv Xxxxxxxx
Xxxxxxxx
represents and warrants that:
|
(a)
|
it
has been duly incorporated and is a validly subsisting corporation
under
the laws of the State of Nevada and has all corporate power and
authority
to perform its obligations under this Agreement; and
|
|
(b)
|
all
necessary corporate action has been taken by Xxxxxxxx to authorize
the
execution, delivery and performance of this Agreement, and this
Agreement
constitutes a valid and binding obligation of Xxxxxxxx enforceable
in
accordance with its terms.
|
Section
3.04 Indemnitv
Each
party will indemnify and save the other party and its directors, officers,
employees, agents, representatives, subcontractors and Affiliates harmless
from
all losses, damages, costs, actions, and suits arising out of or in connection
with any breach by that party of any representation, warranty, covenant or
agreement contained in this Agreement. This indemnity shall survive the
termination of this Agreement.
ARTICLE
IV
EXPLORATION
AND DEVELOPMENT ACTIVITIES
Section
4.01 Right
to Explore and Develop
Owner
grants to Xxxxxxxx, its employees, directors, officers, agents, representatives
and contractors, the exclusive right to enter upon the property comprising
the
Claims for the purpose of exploration, development, mining and such other
operations as Xxxxxxxx considers necessary during the Purchase Period, the
nature, manner and extent of which operations will be in Xxxxxxxx'x sole
discretion.
Section
4.02 Conduct
of
Exploration and
Development Work
Xxxxxxxx
shall perform its exploration and development work on the Property comprising
the Claims in accordance with good mining practice and shall comply with
all
applicable laws and regulations.
5
Section
4.03 Installation
of Equipment
Xxxxxxxx
may install, maintain, replace and remove any and all mining machinery,
equipment, tools, and facilities which it may desire to use in connection
with
its exploration and development activities on the property comprising the
Claims. Upon termination of this Agreement for any reason other than by Xxxxxxxx
having completed the Purchase, Xxxxxxxx shall within a period of six (6)
months
following such termination remove its equipment at its sole cost and expense
from the Claims, having Owner's permission to enter onto the property comprising
the Claims for such purpose.
ARTICLE
V
ASSIGNMENTS
Section
5.01 Assignments
Xxxxxxxx
shall be entitled to assign its rights and obligations under this Agreement
without the prior written consent of Owner.
ARTICLE
VI
TERMINATION
Section
6.01 Xxxxxxxx'x
Right to Terminate
Xxxxxxxx
shall have the right to terminate this Agreement and its interest in the
Claims
at any time during the Purchase Period upon written notice to the Owner thirty
(30) days prior to the contemplated termination date.
Section
6.02 Termination
for Default
If
at any
time during the Purchase Period, Xxxxxxxx fails to duly payor cure any default
in the performance of any obligation of this Agreement within a period of
thirty
(30) days after receipt of a default notice from Owner, Owner may terminate
the
Purchase. Exercise of such right by Owner shall be without prejudice to any
other rights or remedies Owner may have at law or in equity as a result of
such
default of this Agreement by Xxxxxxxx.
ARTICLE
VII
FORCE
MAJEURE
Section
7.01 Suspension
of Obligation
If
Xxxxxxxx is prevented by Force Majeure from timely performance of any of
its
obligations under this Agreement (other than the payment of any of the Purchase
Payments), such failure shall be excused and the period for performance and
the
Purchase Period shall be extended for an additional period of time equal
to the
duration of such Force Majeure. Upon the occurrence and upon the termination
of
a Force Majeure, Xxxxxxxx shall promptly notify Owner in writing. Xxxxxxxx
shall
use reasonable efforts to remedy any Force Majeure, but shall not hereunder
be
obligated to contest the validity of any law or regulation, nor any action
or
inaction of any civil or military authority.
6
ARTICLE
VIII
MISCELLANEOUS
Section
8.01 Notices
Any
notice under this Agreement will be given in writing, by delivery in person
to a
named representative or by mail or facsimile, properly addressed to each
party.
A notice given will be deemed given only when received by the party to whom
such
notice is directed; except that any notice given by facsimile properly addressed
to the party, to whom given, shall be deemed given to and received by the
party,
to whom directed, 48 hours after such notice is successfully faxed or ten
days
after it is mailed, provided there is no postal disruption at the time. Each
party's address will be the following until such party specifies another
address
by written notice:
To
Owner:
2060014
ONTARIO LTD.
0000
Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx,
Xxxxxxx, Xxxxxx
X0X
0X0
Tel.:
Facsimile:
Attention:
To
Xxxxxxxx:
XXXXXXXX
URANIUM HOLDINGS, INC.
0000
Xxxx
Xxx Xx Xxxxxxx, Xxxxx X000,
Xxxxxxxxxx,
XX 00000
Tel:
TOLL
FREE 000-000-0000
Local
000-000-0000
FAX
000-000-0000
Attention:
Xxxxxx XxXxxxxx
Section
9.02 Area
of Influence
Owner
agrees that there shall be an area of influence (the "Area of Influence")
respecting any additional claims staked or recorded by Owner which are
contiguous to the Claims and any such claims will fall under the terms of
this
Agreement.
7
Section
9.03 Relationship
of Parties
This
Agreement is not intended to create any partnership or agency relationship
between the parties or fiduciary obligations of any description, and this
Agreement shall not be construed so as to render the parties liable as partners
or as creating a partnership, and no party shall be or shall be deemed to
be, or
shall hold itself out to be an agent of any other party.
Section
9.04 Successors
and Assigns
This
Agreement shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the parties.
Section
9.05 Regulatory
Approval
This
Agreement and the obligations of Xxxxxxxx hereunder are subject to regulatory
approval, as applicable.
Section
9.06 Prior
Agreements
The
Agreement contains the entire agreement and understanding of the parties
and
replaces all prior agreements bearing on the subject matter hereof.
Section
9.07 Counterparts
This
Agreement may be executed in counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may
execute
this Agreement by signing any such counterpart.
8
IN
WITNESS WHEREOF the
parties make this Agreement effective as of the date first above written.
2060014
ONTARIO LTD.
Per:
/s/
XXXXXXXX
URANIUM HOLDINGS, INC.
Per:
/s/
Xxx
XxXxxxxx
9
SCHEDULE
A
to
List
of Claims
Mining
Claims Representing 128 units (District of Mining Division, Ontario, Canada)
Block
1
4220771
(16 units)
4220772
(16 units)
4220773
(16 units)
4220774
(16 units)
Block
2
4212585
(16 units)
4212586
(16 units)
4212587
(16 units)
4212579
(16 units)
i
