Exhibit 10.2
PURCHASE AGREEMENT
THIS AGREEMENT dated for reference the 31st day of March, 2006
BETWEEN:
▇▇▇▇▇▇ ▇▇▇▇▇▇ of #▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter called the "Vendor")
OF THE FIRST PART
AND
▇▇▇▇▇ PARDEV SINGH ▇▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
The Vendor is the beneficial owner of the mineral claims described in Schedule
"A" hereto (the "Property");
The Vendor wishes to sell a 100% undivided interest in and to the Property to
the Purchaser and the Purchaser wishes to acquire such interest pursuant to the
terms and conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the mutual covenants and agreements hereinafter contained, the parties
hereto agree as follows:
VENDOR"S REPRESENTATIONS AND WARRANTIES
1. The Vendor represents and warrants to the Purchaser that:
He is the sole recorded and beneficial owner of an undivided 100% interest in
and to the Property;
The claims comprising the Property have been, to the best of the information
and belief of the Vendor, properly located and staked and recorded in
compliance with the laws of the jurisdiction in which they are situate, are
accurately described in Schedule "A" and are valid and subsisting mineral
claims as at the date of this Agreement;
THE PROPERTY IS IN GOOD STANDING UNDER ALL APPLICABLE LAWS AND REGULATIONS,
ALL ASSESSMENT WORK REQUIRED TO BE PERFORMED AND FILED HAS BEEN PERFORMED AND
FILED, ALL TAXES AND OTHER PAYMENTS HAVE BEEN PAID AND ALL FILINGS HAVE BEEN
MADE;
The Property is free and clear of any encumbrances, liens or charges and
neither the Vendor nor, to the best of the Vendor"s knowledge, any of her
predecessors in interest or title, have done anything whereby the Property may
be encumbered; and
He has the right to enter into this Agreement and to deal with the Property
in accordance with the terms of this Agreement, there are no disputes over the
title to the Property, and no other party has any interest in the Property or
the production therefrom or any right to acquire any such interest.
PURCHASER'S REPRESENTATIONS AND WARRANTIES
2. The Purchaser represents and warrants to the Vendor that:
He is a Canadian citizen;
No proceeding are pending for, and the Purchaser is unaware of any basis for
the institution of any proceeding leading to the placing of the Purchase in
bankruptcy or subject to any laws governing the affairs of insolvent persons.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
3. The representations and warranties in this Agreement shall
survive the closing of this transaction and shall apply to all assignments,
conveyances, transfers and documents delivered in connection with this
Agreement and there shall not be any merger of any representations and
warranties in such assignments, conveyances, transfers or documents
notwithstanding any rule of law, equity or statute to the contrary and all
such rules are hereby waived. The Vendor shall have the right to waive any
representation and warranty made by the Purchaser in the Vendor"s favour
without prejudice to any of its rights with respect to any other breach by
the Purchaser and the Purchaser shall have the same right with respect to
any of the Vendor"s representations in the Purchaser"s favour.
PURCHASE AND SALE
4. The Vendor hereby sells and assigns and the Purchaser hereby
purchases a 100% undivided interest in and to the Property for the sum of
$4,500 US payable 60 days following the date of this Agreement.
FURTHER ASSURANCES
5. Upon payment of the Purchase Price the Vendor shall cause to be
executed a ▇▇▇▇ of Sale or such other documents as the Purchaser may reasonably
require transferring a 100% undivided interest in and to the Property to the
Purchaser or its nominee which the Purchaser shall be at liberty to record
forthwith. The parties shall execute all further documents or assurances as
may be required to carry out the full intent of this Agreement.
NOTICE
6. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered,
telegraphed or telecopied to such party at the address for such party
specified above. The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered or
telegraphed or, if given by telecopier, shall be deemed conclusively to be
the next business day. Either party may at any time and from time to time
notify the other party in writing of a change of address and the new address
to which notice shall be given to it thereafter until further notice.
PAYMENT
7. All references to monies hereunder will be in United States funds.
All payments to be made to any party hereunder may be made by check mailed or
delivered to such party to its address for notice purposes as provided herein.
ENTIRE AGREEMENT
8. This Agreement constitutes the entire agreement between the parties
and replaces and supersedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express or
implied, statutory or otherwise, between the parties with respect to the
subject matter herein.
GENDER
9. Wherever the singular or neuter are used herein the same shall be
deemed to include the plural, feminine or masculine.
ENUREMENT
10. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
EXECUTION
11. (a) Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement and
will become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
(b) Fax Execution. This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution will be effective for
all purposes.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as
of the day and year first above written.
VENDOR:
SIGNED, SEALED, & DELIVERED BY
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
by: ▇▇▇▇▇▇ ▇▇▇▇▇▇
PURCHASER:
/s/ ▇▇▇▇▇ PARDEV SINGH ▇▇▇▇▇▇
by:avid Pardev Singh ▇▇▇▇▇▇
SCHEDULE "A"
THE PROPERTY
Claim Number Tenure Number ID
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CQ #1 513879
Copper Queen Group 530690
Located in the Omineca Mining Division, British Columbia, Canada.
