EXHIBIT 10.1
PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT made as of the 24th day of November, 2010.
BETWEEN:
MONTE RESOURCES INC., a company validly subsisting under the laws
of Nevada with an office at 0000 Xxxxxx Xxxxx, Xxxxx Xxxx Xxxxx,
Xxxxxxxxxx 00000
(the "Purchaser")
AND:
XXXXXXX XXXXXXXXXXX, of 00000 - 000X Xxxxxx, Xxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0; and
XXXXXX XXXXX. of X.X. Xxx 0000, Xxxxxxxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx,
XXX XXX;
(hereinafter referred to collectively as the "Sellers" and
individually referred to as "Xxxxxxxxxxx" and "Xxxxx")
(the "Sellers")
WHEREAS:
A. The Sellers are the sole legal and beneficial owner of a one hundred (100%)
percent right, title and interest in and to the Claims as defined in Schedule
"A"; and
B. The Sellers have now agreed to sell to the Purchaser, and the Purchaser has
agreed to purchase, a one hundred percent (100%) right, title and interest in
and to the Claims, on the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual promises, and agreements herein contained, the parties
hereto agree as follows:
1) INTERPRETATION
a) In this Agreement and in the recitals and Schedules hereto, unless the
context otherwise requires, the following expressions will have the following
meanings:
i) "Act" means the MINERAL TENURE ACT (British Columbia), and the
regulations made thereunder, as amended from time to time;
ii) "Claims" means certain mineral claims more particularly set forth and
described in Schedule "A" attached hereto, together with all renewals
or extensions thereof and all surface, water and ancillary or
appurtenant rights attached or accruing thereto, and any leases or
other forms of substitute or successor mineral title or interest
granted, obtained or issued in connection with or in place of any such
licenses (including, without limitation, any licenses staked and
recorded to cover internal gaps or factions in respect of such
ground);
iii) "Closing Date" means the effective date of this Agreement; that is,
November 24, 2010.
2) REPRESENTATIONS AND WARRANTIES
a) The Purchaser represents and warrants to the Sellers that:
i) it is a body corporate duly formed, organized and validly subsisting
under the laws of its incorporating jurisdiction and is duly qualified
to acquire, explore and develop mineral Claims in British Columbia;
ii) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
iii) the execution and delivery of this Agreement and any agreements
contemplated hereby will not violate or result in the breach of the
laws of any jurisdiction applicable or pertaining thereto or of its
constating documents; and
b) The Sellers represents and warrants to, and covenants with, the Purchaser
that:
i) the Claims have been duly and validly staked and recorded pursuant to
the Act, are accurately described in Schedule "A", are and will be in
good standing until their respective expiry date as set out in
Schedule "A", and are free and clear of all liens, charges, and
encumbrances of any nature;
ii) the Sellers have the exclusive right to enter into this Agreement and
to dispose of all interest in the Claims to the Purchaser, in
accordance with the terms of this Agreement;
iii) the Sellers are the sole legal, beneficial and recorded owner of the
Claims;
iv) there are no outstanding agreements or options to acquire or purchase
the Claims or any portion thereof, and no person, firm or corporation
has any proprietary or possessor's interest in the Claims, and no
person is entitled to any rent or royalty on the Claims or other
payment in the nature of rent or royalty on any mineral products
derived from the Claims;
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v) there are no pending or threatened adverse claims, challenges actions,
suits, disputes or proceedings regarding the Claims, whether pursuant
to the Act or otherwise nor, to the best of the Sellers' knowledge, is
there any basis therefore;
vi) to the best of their knowledge, conditions on and relating to the
Claims and operations conducted thereon are in compliance with all
applicable laws, regulations or orders relating to environmental
matters including, without limitation, waste disposal and storage;
vii) there are no outstanding orders or directions relating to
environmental matters requiring any work, repairs, construction or
capital expenditures with respect to the Claims and the conduct of the
operations related thereto, nor has she received any notice of the
same, and she is not aware of any basis on which any such orders or
direction could be made; and
viii)the Sellers are not aware of any material fact or circumstance which
has not been disclosed to the Purchaser which should be disclosed in
order to prevent the representations and warranties in this section
from being misleading or which may be material in the Purchaser's
decision to enter into this Agreement and acquire an interest in the
Claims.
c) The representations and warranties hereinbefore set out:
i) are true as at the date hereof and will be true as at the Closing
Date, are conditions on which the parties have relied in entering into
this Agreement, and will survive the acquisition of any interest in
the Claims by the Purchaser, and each party will indemnify and save
the other harmless 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 such party and
contained in this Agreement; and
ii) will continue for a period of three (3) years after the Closing Date,
and neither party will be entitled to assert any claim or action for a
breach of a representation or warranty hereinbefore set out, unless it
is commenced within such time period.
3) PURCHASE AND SALE
a) Upon and subject to the terms and conditions of the Agreement, the Sellers
hereby agrees to sell, and the Purchaser agrees to purchase an undivided One
Hundred Percent (100%) right, title and interest in and to the Claims, free and
clear of all liens, charges and encumbrances whatsoever.
b) The purchase price for the Claim (the "Purchase Price") will be paid by the
Purchaser to the Sellers, as follows:
i) the payment of Cdn One Dollar (Cdn $1.00) on the Closing Date which is
hereby acknowledged to have been paid and received;
(ii) within 60 days of the Closing Date or by November 29, 2010 a final
payment of Cdn Seven Thousand, Five Hundred Dollars ($8,500.00)
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c) Forthwith after the final payment has been received, the Sellers will deliver
to the Purchaser:
i) evidence that the Claim has been transferred to the Purchaser or his
duty appointed agent, pursuant to the Act and the MTO on-line system;
or,
(ii) in the alternative, hold the Claims in Xxxxxxxxxxx'x name in trust for
the sole benefit of the Purchaser,
(iii)if the Claims are held in trust, then it is the sole responsibility
of the Purchaser to keep the mineral claims in good standing and must
be willing to allow the use of his or his agent's credit card for the
sole purpose of paying cash-in-lieu on the Claims.
4) NOTICE
a) Any notice, direction or other instrument required or permitted to be given
under this Agreement will be in writing and may be given by the delivery of the
same or by mailing the same by prepaid registered or certified mail or by
sending the same by telecopier or other similar form of communication, in each
case addressed to the addresses of the parties as set out on the first page of
this Agreement, and if sent by telecopier, as follows:
i) if to the Purchaser at:
Monte Resources Inc.
0000 Xxxxxx Xxxxx
Xxxxx Xxxx Xxxxx XX 00000
Fax No.: (000) 000 0000
Attention: Xx. Xx Xxxxxx
xx) if to the Sellers at:
Xxxxxxx Xxxxxxxxxxx
00000 000X Xxxxxx
Xxxxxx XX X0X 0X0
Fax No.: (000) 000 0000
b) Any notice, direction or other instrument aforesaid will, if delivered, be
deemed to have been given and received on the day it was delivered; if
telecopied, be deemed to have been given and received on the next business day
following transmission; and if mailed, be deemed to have been given and received
on the fifth day following the day of mailing, except in the event of disruption
of the postal services, in which event notice will be deemed to be given and
received only when actually received.
c) Any party may at any time give to the other, notice in writing of any change
of address or telecopier number of the party giving such notice, and from and
after the giving of such notice, the address or telecopier number therein
specified will be deemed to be the address or telecopier number of such party
for the purposes of giving notice hereunder.
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5) GENERAL
a) This Agreement constitutes the entire agreement between the parties and
replaces and supersedes all prior agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or written,
express or implied, statutory or otherwise between the parties with respect to
the subject matter herein.
b) The parties hereto agree that they and each of them will execute all
documents and do all acts and things within their respective powers to carry out
and implement the provisions or intent of this Agreement.
c) The headings to the respective sections herein will not be deemed part of
this Agreement but will be regarded as having been used for convenience only.
d) All references to monies hereunder will be in Canadian funds. All payments to
be made to any party hereunder will be made by cash, certified cheque or bank
draft mailed or delivered to such party at its address for notice purposes as
provided herein, or for the account of such party at such bank or banks in
Canada as such party may designate from time to time by written notice. Said
bank or banks will be deemed the agent of the designating party for the purpose
of receiving, collecting and receipting such payment.
e) Subject to the provisions of section 5, this Agreement will enure to the
benefit of and be binding upon the parties hereto and their respective heirs,
administrators, executors, successors and assigns, as the case may be.
f) This Agreement will be governed and interpreted in accordance with the laws
of British Columbia and the laws of Canada applicable therein. All actions
arising from this Agreement will be commenced and prosecuted in the courts of
British Columbia, and the parties hereby attorn to the jurisdiction thereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first above written.
THE COMMON SEAL OF was hereunto affixed in the
presence of: )
) MONTE RESOURCES INC.
)
/s ) C/S
----------------------------------- )
Authorized Signatory - Xxxxx Xxxxxx )
)
)
----------------------------------- )
Authorized Signatory )
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SIGNED, SEALED AND DELIVERED by XXXXXX XXXXX in the )
presence of: )
)
)
Xxxxxxx Xxxxxxxxxxx )
----------------------------------- )
Signature of Witness ) /s
) ------------------------
) XXXXXX XXXXX
/s )
Address of Witness )
)
----------------------------------- )
SIGNED, SEALED AND DELIVERED by XXXXXXX XXXXXXXXXXX
in the presence of: )
)
)
/s/ )
----------------------------------- )
Signature of Witness ) /s
) ------------------------
) XXXXXXX XXXXXXXXXXX
Xxxxx Xxxxxxxxx )
Address of Witness )
)
----------------------------------- )
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THIS IS SCHEDULE "A" TO THE AGREEMENT DATED November 24, 2010
BETWEEN
Monte Resources Inc.
And
Xxxxxxx Xxxxxxxxxxx and Xxxxxx Xxxxx
DESCRIPTION OF CLAIMS
Tenure No: Claim Name Owner Map No: Issue Date Good To Date Area (ha)
---------- ---------- ----- ------- ---------- ------------ ---------
595538 KENALLAN Xxxxxxxxxxx 082L 2008/dec/05 2011/feb/28 82.303
681143 KENALLAN 2 Xxxxxxxxxxx 082L 2009/dec/08 2011/feb/28 82.318
753342 KENALLAN 3 Xxxxxxxxxxx 082L 2010/apr/20 2011/apr/20 452.708
TOTAL: 617.329 HA
which are located in the Kamloops Mining Division, British Columbia.
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