MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 27, 2003.
BETWEEN:
XXXXX X. XXXXX, of 101 - 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(the "Vendor")
OF THE FIRST PART
AND:
ALBERTA STAR DEVELOPMENT CORP., a body corporate, duly incorporated
under the laws of the Province of British Columbia and having its head
office at 000-000 Xxxx Xxxxxxxx Xx., Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X0X0;
("Alberta Star")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the registered and beneficial owner of a 50% undivided
interest in one mineral claim located approximately 350 kilometres
north of Yellowknife, Northwest Territories, which claim is more
particularly described in Schedule "A" attached hereto which forms a
material part hereof (collectively, the "Claim");
B. The Vendor has agreed to sell and Alberta Star has agreed to purchase
a 50% undivided right, interest and title in and to the Claim upon the
terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants and provisos herein contained, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to Alberta Star that:
(a) The Vendor is the beneficial owner of an undivided 50% interest in
the Claim and holds the right to transfer title to his interest in
the Claim and to act as operator of the Claim;
(b) The Vendor holds his 50% interest in the Claim free and clear of all
liens, charges and claims of others, and the Vendor has a free and
unimpeded right of access to the Claim and has use of the Claim
surface for the herein purposes;
(c) The Claim has been duly and validly located and recorded in a good and
miner-like manner pursuant to the laws of the Northwest Territories
and is in good standing in the Northwest Territories as of the date of
this Agreement;
(d) There are no adverse claims or challenges against or to the Vendor's
ownership of or title to his interest in the Claim nor to the
knowledge of the Vendor is there any basis therefor, and there are no
outstanding agreements or options to acquire or purchase his 50%
interest in the Claim or any portion thereof;
(e) The Vendor has the full right, authority and capacity to enter into
this Agreement without first obtaining the consent of any other person
or body corporate and the 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
any indenture, agreement or other instrument whatsoever to which the
Vendor is a party or by which he is bound or to which he is subject;
and
(f) No proceedings are pending for, and the Vendor is unaware of any basis
for, the institution of any proceedings which could lead to the
placing of the Vendor in bankruptcy, or in any position similar to
bankruptcy.
1.2 The representations and warranties of the Vendor set out in paragraph
1.1 above form a part of this Agreement and are conditions upon which
Alberta Star has relied in entering into this Agreement and shall
survive the acquisition of any interest in the Claim by Alberta Star.
1.3 The Vendor will indemnify Alberta Star from all loss, damage, costs,
actions and suits arising out of or in connection with any breach of
any representation, warranty, covenant, agreement or condition made
by the Vendor and contained in this Agreement.
1.4 The Vendor acknowledges and agrees that Alberta Star has entered into
this Agreement relying on the warranties and representations and other
terms and conditions of this Agreement and that no information which
is now known or which may hereafter become known to Shabute shall
limit or extinguish the right to indemnity hereunder, and, in addition
to any other remedies it may pursue, Alberta Star may deduct the amount
of any such loss or damage from any amounts payable by it to the Vendor
hereunder.
2. ALBERTA STAR'S REPRESENTATIONS
Alberta Star warrants and represents to the Vendor that it is a body
corporate, duly incorporated under the laws of the Province of British
Columbia with full power and absolute capacity to enter into this
Agreement and that the terms of this Agreement have been authorized by
all necessary corporate acts and deeds in order to give effect to the
terms hereof.
3. SALE OF INTEREST IN CLAIM
The Vendor hereby sells, grants and devises to Alberta Star a 50%
undivided right, title and interest in and to the Claim in
consideration of Shabute:
(a) paying $3,500 to the Vendor upon execution of this Agreement;
(b) paying an additional $11,500 to the Vendor upon TSX Venture Exchange
acceptance for filing of this Agreement ("Exchange Acceptance");
(c) issuing 200,000 common shares in its capital stock at a deemed price
of $0.20 to the Vendor within five days of Exchange Acceptance;
(d) incurring a minimum of $50,000 in exploration expenditures on the
Claim prior to December 31, 2003; and
(e) incurring a further $50,000 in exploration expenditures on the Claim
prior to December 31, 2004.
4. TRANSFER OF CLAIM
Upon Exchange Acceptance, the Vendor shall register a 50% interest in
and to the Claim into the name of Alberta Star. Should Alberta Star,
at any time, determine that it wishes to abandon its interest in the
Claim, Alberta Star must first provide the Vendor with 30 days notice
of its intention to do so. Upon receipt of such notice, the Vendor
may request Alberta Star to retransfer the title its interest in the
Claim to him, and Alberta Star hereby agrees to do so.
5. COVENANTS OF ALBERTA STAR
Alberta Star shall perform all work on the Claim in a miner - like
manner and shall comply with all laws, regulations and permitting
requirements of C anada and the Northwest Territories including
compliance with all:
(a) environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
6. FORCE MAJEURE
If Alberta Star is prevented from or delayed in complying with any
provisions of this Agreement by reason of strikes, labour disputes, lockouts,
labour shortages, power shortages, fires, wars, acts of God, governmental
regulations restricting normal operations or any other reason or reasons
beyond the control of Alberta Star, the time limited for the performance of
the various provisions of this Agreement as set out above shall be extended by
a period of time equal in length to the period of such prevention and delay,
and Alberta Star, insofar as is possible, shall promptly give written notice
to the Vendor of the particulars of the reasons for any prevention or delay
under this section, and shall take all reasonable steps to remove the cause of
such prevention or delay and shall give written notice to the Vendor as soon
as such cause ceases to exist.
7. JOINT VENTURE AGREEMENT
Upon Alberta Star providing all the consideration due to the Vendor
pursuant to paragraph 3, the Vendor and Alberta Star shall form a single
purpose joint venture to further explore and develop the Claim and shall
execute a joint venture agreement on terms and conditions acceptable to each
party, substantially in the form of the Rocky Mountain Mineral Law Foundation
Form No. 5, but not inconsistent with the terms of this Agreement.
8. RIGHT OF ENTRY
For so long as this Agreement continues in full force and effect,Alberta Star,
its employees, agents, permitted assigns and independent contractors shall as
operator, have the right and option to:
(a) enter upon the Claim;
(b )have exclusive and quiet possession of the Claim;
(c) incur expenditures;
(d) bring upon and erect upon the Claim such mining facilities as Alberta
Star may consider advisable; and
(e) remove from the Claim and sell or otherwise dispose of mineral
products.
9. OPERATOR
After the execution of this Agreement, Alberta Star will act as the
operator of the Claim under this Agreement. Alberta Star may resign as the
operator at any time by giving 30 calendar days prior written notice to the
Vendor, and within such 30 day period, the Vendor may appoint another party
who covenants to act as the operator of the Claim upon such terms as the
Vendor sees fit.
10. POWER AND AUTHORITY OF THE OPERATOR
After the execution of this Agreement, the operator shall have full
right, power and authority to do everything necessary or desirable in
connection with the exploration and development of the Claim and to
determine the manner of operation of the Claim as a mine.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the
parties hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether
oral or written, express or implied, statutory or otherwise, between
the parties with respect to the subject matter of this Agreement.
12. NOTICE
12.1 Any notice required to be given under this Agreement shall be deemed
to be well and sufficiently given if delivered, in the case of the Vendor, as
follows:
Xxxxx X. Xxxxx
101 - 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
and, in the case of Shabute, as follows:
Alberta Star Development Corp.
000-000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed, on the fourth business day after the
date of mailing thereof.
12.2 Either party may from time to time by notice in writing change its
address for the purpose of this paragraph.
13. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent
specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.
14. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect the provisions and intent of this
Agreement.
15. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
16. TITLES
The titles to the respective sections hereof shall not be deemed a
part of this Agreement but shall be regarded as having been used for
convenience only.
17. CURRENCY
All funds referred to under the terms of this Agreement shall be
funds designated in the lawful currency of Canada.
18. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in
this Agreement shall constitute a violation or breach of the entire
instrument or Agreement and shall constitute the basis for cancellation or
termination.
19. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all
purposes this Agreement will be governed exclusively by and construed and
enforced in accordance with the laws prevailing in the Province of British
Columbia.
20. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
21. ASSIGNMENT
Either party may assign part or all of its interest in the Claim with
the other party's consent, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF this Agreement has been executed as of the day and
year first above written.
ALBERTA STAR
DEVELOPMENT CORP.
/s/ David Lorne PER: /s/ Xxx Xxxxxxxx
_______________________ _____________________
XXXXX X. LORNE XXX COUP LAND
PRESIDENT
SCHEDULE "A"
------------
TO THAT CERTAIN AGREEMENT MADE AS OF JANUARY 27, 0000
XXXXXXX XXXXX X. XXXXX XXX XXXXXXX STAR DEVELOPMENT CORP.
The Claim consists of one mineral claims located in the Xxxxxxxxx Xxxxxxxxxxx,
Xxxxxx with the following record number and area:
Claim Name Record No. Acreage
Target 1 F71013 1,781.9
