Exhibit 10.1
This Agreement, effective as of the 15TH day of September, 2000 is
between X.X. XXXXXX ("Owner"), whose address is 00000 Xxxxxxx #0 Xxxxx Xxxxxxxx,
Xxxxxxxxxx 00000 and NAVIGATOR VENTURES INC. incorporated in the State of Nevada
and qualified to do business in the State of Washington ("Navigator"), whose
address is Navigator International Minerals 000-0000 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0.
RECITALS
Owner represents that he owns 100% of the mineral estate of the Zala
M Group mineral claims and is in possession of certain lands in northeastern
Washington state (the "Property"), more particularly described in Exhibit A,
including the area of interest and
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attached hereto and incorporated by reference herein.
Navigator desires to obtain and Owner is willing to grant a lease of
the Property for mining purposes exclusive of the surface rights excepting that
surface area required for mining purposes.
NOW THEREFORE, in consideration of One Thousand Dollars ($1000.00)
Canadian, the receipt and sufficiency of which are hereby acknowledged, and
further in consideration of the mutual covenants, agreements, and promises
herein contained, the parties hereto agree as follows:
1. LEASE. Owner leases the Property to Navigator for mining
purposes, reserving to Owner the right to reside, graze, farm and harvest timber
on the Property, and to occupy the surface of the Property for such purposes so
long as there is no interference with Navigator's rights under this Agreement.
2. TERM.
(a) The initial term of this Agreement shall be Ten (10) years from the date
hereof, unless sooner surrendered or otherwise terminated.
(b) Navigator may extend the initial term of this Agreement for two (2)
additional periods of Ten (10) years each by giving Owner notice of such
extension not less than thirty (30) days prior to the expiration of the initial
term or any extension thereof.
3. EXCLUSIVE POSSESSION. Navigator shall have the exclusive possession of
the Property for mining purposes during the term of this Agreement.
TITLE.
(a) Owner warrants that it is in possession of the Property, that it has the
right to enter into this Agreement, that except as specifically set forth in
Part II of Exhibit A if any, it knows of no other person claiming any interest
in the Property, and that except as specifically set forth in Part II of Exhibit
A. if any, the Property is free from all liens and encumbrances, except liens
for property taxes not yet due and payable. Owner further warrants to Navigator
the quiet enjoyment of the Property and the right to explore, develop, and mine
the same.
(b) Owner warrants and will defend title to the Property against all persons
whomsoever.
(c) Owner shall provide Navigator with recording data with respect to deeds,
easements, or other documents which bear upon Owner's title to the Property, and
shall provide Navigator with copies of all such documents and copies of all
title reports and abstracts in Owner's possession or control. Owner shall upon
Navigator's request, record any such document in Owner's possession or control
which has not been recorded.
(d) At Navigator's request, Owner shall take all action necessary (including
judicial
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proceedings) to remove any cloud from or cure any defect in his title to the
Property or the ground covered thereby. If Owner fails or refuses to take any
such action, Navigator may take any such action in Owner's name. Owner agrees to
cooperate with Navigator in any such action taken. Navigator may recover from
any production royalty payments thereafter to become due to Owner hereunder all
costs and expenses (including attorneys' fees) incurred by Navigator any such
action.
5. UNDIVIDED INTEREST. If the interest claimed by Owner in any
portion of the Property is less than one hundred percent (100%), the interest
claimed by Owner is set forth in Exhibit A. Any representation or warranty of
title made by Owner shall apply only to the interest set forth in Exhibit A.
6. HOMESTEAD EXEMPTION. Owner waives and releases all rights,
exemptions, and benefits under or by virtue of any homestead, homestead
exemption, dower, or courtesy laws, now or hereafter applicable or in force in
the jurisdiction in which the property is located.
ROYALTY.
(a) Navigator shall pay to Owner in Canadian funds, a minimum royalty on the
dates and in the amount subject to the Agreement as follows:
Anniversary Date Amount
Sept. 30,2000 $ 1,000.00
Sept.30,2001 $ 5,000.00
Sept.30,2002 $10,000.00
Sept.30,2003 $20,000.00
Sept.30,2004 &thereafter $40,000.00
(b) Notwithstanding the provisions of Paragraph 23 (c) herein, Navigator shall
be obligated to make the minimum royalty payment due on the Anniversary Date in
2000 (c) Navigator shall pay to Owner a royalty of 2 1/2% of the Net Returns
from all ores, minerals, concentrates, or other products mined and removed from
the Property and sold or processed by Navigator. There shall be credited against
the production royalty payments provided for in this subparagraph (b) all
minimum royalties theretofore paid pursuant to the foregoing subparagraph (a).
(d) "Net Returns" means:
(i) in the case of ores, minerals, or other products which are sold
by Navigator in the crude state, the amount received by Navigator from the
purchaser of the ores, minerals, or other products, less the following items to
the extent borne by Navigator: sales, severance, and other similar taxes and
charges for and taxes on transportation from the mine to the place of sale,
(ii) in the case of ores, minerals, or other products which are
processed by or for the account of Navigator and sold as concentrates or other
intermediate products, the
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amount received by Navigator from the purchaser of the concentrates or other
intermediate products, less the following items to the extent borne by
Navigator: sales, severance, and other similar taxes, purchaser's smelter or
other processing charges or costs, and charges for and taxes on transportation
from the plant producing the concentrates or other intermediate products to the
place of sale,
(iii) in the case of ores, minerals or other products which are
processed by or for the account of Navigator to produce concentrates or other
salable intermediate products which are smelted or otherwise further processed
by or for the account of Navigator, the market value of the concentrates or
other salable intermediate products f.o.b. the plant producing the concentrates
or other salable intermediate products, less any amount equal to the sales,
severance, or other similar taxes which would have been imposed had the
concentrates or other salable intermediate products been sold, and
(iv) in all other cases, the amount received by Navigator from the
purchaser of the ores, minerals, concentrates, or other products, less the
following items to the extent borne by Navigator: sales, severance, and other
similar taxes, purchaser's treatment charges or costs, and charges for and taxes
on transportation from the mine to the place of sale.
(e) All royalty payments with respect to ores, minerals, or other products
which are sold by Navigator in the crude state or as concentrates or other
intermediate products shall be made on or before the 25th day of the month
following the calendar quarter in which payment is received for such ores,
minerals, or other products. All royalty payments with respect to ores,
minerals, or other products which are processed by or for the account of
Navigator to produce concentrates or other salable intermediate products which
are smelted or otherwise further processed by or for the account of Navigator
shall be made on or before the 25th day of the month following the calendar
quarter in which such ores, minerals, or other products are first processed. All
royalty payments shall be accompanied by a statement indicating the amount of
ores, minerals, concentrates, or other products sold or processed and the
computation of the royalty being paid.
(f) Within ninety (90) days after the end of Navigator's fiscal year,
Navigator will furnish an unaudited year end statement showing the amount of
royalties paid Owner during the fiscal year. All year end statements shall be
conclusively presumed true and correct after the expiration of three (3) months
from the date furnished, unless within the three-month period Owner takes
written exception, specifying with particularity the items excepted to and the
ground for each exception. Owner shall be entitled to an annual independent
audit of the matters covered by the statement, at his expense, provided he
selects for the audit an accounting firm of recognized standing, at least one of
whose members is a Registered Chartered Accountant in Canada.
(g) If at any time during the term of this Agreement it appears that one or
more third parties may have a claim of ownership in the Property, the minerals
lying in or under the Property, or royalties or other payments with respect to
the Property, Navigator may
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withhold from any payments which would otherwise be due to Owner under the terms
of this Agreement an amount sufficient to satisfy the claims. Navigator shall
deposit the amount withheld in escrow, giving notice of the deposit to Owner,
the amount to remain in escrow until the controversy is resolved by decision of
a court, or otherwise. Owner shall pay when due and before delinquent all taxes
required by this Agreement to be paid by Owner and all mortgage and other
payments required to preserve Owner's interest in the Property. Owner shall
furnish Navigator with receipts or other evidence of such payments. If at any
time during the term of this Agreement it appears that any one or more third
parties may have a claim against the Property by reason of any tax, mortgage, or
other lien, Navigator may pay any past due payments and shall be subrogated to
all rights of the holder against Owner. If Navigator makes any payments to one
or more third parties as a result of any claim of ownership, tax, mortgage or
lien, either by way of contract, settlement, compromise, pursuant to final
judgement of any court of record, or otherwise, Navigator may recover from Owner
or from any payments thereafter to become due to Owner hereunder the amount of
any payment and all costs and expenses (including attorneys' fees) incurred by
Navigator in connection with the claim of ownership, tax mortgage, or lien.
(h) If Navigator stockpiles any ores, minerals or other products upon other
property for a period longer than six (6) months, Navigator shall pay Owner a
provisional royalty of seventy-five (75%) of the estimated royalty. When such
ores, minerals, or other products are sold or processed by Navigator, Navigator
shall pay to or recover from Owner the difference between the provisional
royalty paid and the amount of royalty determined as provided in subparagraph
(d), above.
8. WORK OBLIGATION. On or before the Second Anniversary date of
this agreement, Navigator shall have performed work on or for the benefit of the
Property in an amount equivalent to $10,000.00 Canadian. The type and nature of
such work shall be at the sole discretion of Navigator.
9. STOCKPILING. Navigator may stockpile any ores, minerals, or
other products form the Property at such place or places as Navigator may elect,
either upon the Property or upon other property.
10. COMMINGLING. Navigator may commingle ore, minerals,
concentrates, or other products from the Property ("Subject Ore") with ore,
minerals, concentrates, or other products from other property ("Other Ore").
Before commingling, Navigator shall weigh and sample the Subject Ore and Other
Ore in accordance with sound mining and metallurgical practice for moisture and
metal content and assay the samples to determine metal content. Navigator shall
keep records showing weights, moisture, percent metal content, and gross metal
content of the Subject Ore and Other Ore. Royalties shall be allocated between
Subject Ore and Other Ore on the basis of gross metal content, with regard being
given to the difference, if any, between the royalty rate on Subject Ore and the
royalty rate on Other Ore.
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11. PAYMENTS. (a) Navigator shall make all payments due Owner
hereunder (except for the amount paid directly to Owner upon execution of this
Agreement) by check, which shall be made payable to and shall be transmitted
to_________________ whose address is_______or any successor back (the "Bank"),
with instructions to deposit the same to Owner's credit. Upon making the payment
to the Bank, Navigator shall be deemed to have made the payment to the Owner,
its heirs, representatives, successors, and assigns, and thereupon Navigator
shall be discharged to the same extent as if the payment had been made to Owner
or to any person, firm, or corporation entitled thereto, and Navigator shall not
be liable for the ultimate distribution or receipt of any payment. Owner shall
instruct the Bank as to the disbursement of the payments and shall bear all
charges of the Bank relating to the receipt and disbursement of the payments. If
any person entitled to payments under this Agreement dies, Navigator may make
the payments to the credit of the personal representatives of the deceased at
the Bank. If the Bank should fail, liquidate, or be succeeded by another bank,
or if for any reason it should not accept any payment, Navigator shall not be in
default with respect to the payment until thirty (30) days after Owner has
delivered to Navigator an instrument signed by Owner and by the Bank therein
named, naming another bank to receive and disburse payments hereunder.
(b) If no bank is named in the preceding subparagraph (a), Navigator may
make all payments due Owner hereunder either (i) by check which shall be made
payable to all Owners jointly and shall be transmitted as provided in paragraph
27, entitled "Notices", or (ii) by separate checks which shall be payable to
each individual Owner separately and shall be transmitted to each individual
Owner at such address as Navigator may have for such Owner. In determining the
amount payable to each individual Owner, Navigator may assume, in absence of
anything to the contrary set forth in this Agreement, that the Property is held
in equal undivided interests by all individual Owners, and that a husband and
wife own equal undivided interests.
12. OPERATIONS.
(a) During the term of this Agreement, Navigator shall have free and
unrestricted access to the Property, and shall have the right:
(i) to explore, develop, and mine the Property, and to extract,
remove, and sell or otherwise dispose of for its own account any and all ores,
minerals, concentrates, or other products,
(ii) to remove ores, air, water, waste, and materials from the
Property by means of underground or surface operations on or in the Property,
(iii) to deposit ores, water, waste, and materials from the Property
or other property on or in the Property, and to use any part of the Property for
waste dumps and tailing disposal areas,
(iv) to conduct on or in the Property general mining, milling,
processing, and related operations respecting the Property and other property,
and to use any part of the
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Property for any purposes incident to such operations, and
(v) to erect, construct, use, and maintain on the Property such
roads, buildings, structures, machinery, equipment, personal property, fixtures,
and improvements as may be necessary or convenient for the conduct of
Navigator's operations.
(b) Navigator shall conduct all operations on the Property in a good and
workmanlike manner and in accordance with accepted mining practice. All
decisions with respect to exploration, development, and mining of the Property
and the selling of ores, minerals, concentrates, or other products from the
Property, including all decisions regarding the commencement, suspension,
resumption, or termination of any operations, shall be made by Navigator in its
sole discretion. Navigator may sell ores, minerals, concentrates, or other
products, and may stockpile ores, minerals, concentrates, or other products for
any length of time before selling the same. there are no covenants or agreements
regarding these matters other than those expressly set forth herein.
(c) Navigator may use any mining method, whether or not the method is in
general use at the time of the execution of this Agreement, including, without
limitation, underground mining (including methods, such as block caving, which
result in the disturbance or subsidence of the surface), surface mining
(including strip mining, open pit mining, and dredging), and in situ mining
(including solution mining, leaching, gasification, and liquefication).
(d) Navigator shall comply with all laws and regulations governing its
operations on the Property. If this Agreement is inconsistent with or contrary
to any law or regulation, the law or regulation shall control and this Agreement
shall be deemed to be modified accordingly.
(e) Navigator may use existing roads, if any, on the Property, and may
construct and maintain at its own expense any additional roads reasonably
necessary or convenient for the conduct of Navigator's operations on the
Property or on other property. Navigator will endeavor to construct any such
additional roads on the Property at a location agreeable to Owner and Navigator.
All additional roads shall be constructed and maintained in such manner to bear
the traffic necessary to Navigator's operations. Owner may use any additional
road so long as its use does not interfere with Navigator's use. Upon notice to
Navigator given within thirty (30) days after the termination of this Agreement,
Owner may require that all or any part of any additional road be plowed up.
(f) If Navigator finds it necessary to cut any fence on the Property for
the purpose of passage, Navigator shall, prior to cutting the fence, install and
brace heavy "corner type" posts at each end of the opening to be made, to which
the fence wire shall be securely fastened in such manner as to prevent sagging.
Navigator shall install a gate of a quality acceptable to Owner in each opening.
If Navigator desires that openings provide uninterrupted ingress and egress, it
may in the alternative install cattle guards of sufficient size and substance to
bear the type of traffic necessary for its operations and capable of turning all
domestic livestock.
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(g) Navigator shall conduct no surface operations within one hundred (100)
feet of the main dwelling house, if any, now located on the Property without
first obtaining the written consent of Owner, which consent will not
unreasonably be withheld.
(h) Neither Navigator nor its agents, employees, contractors, or
subcontractors, nor their agents or employees, shall xxxx or fish on the
Property, nor shall any of them carry onto the Property firearms or other
equipment designed or adapted for such purposes.
13. DUMPS and TAILINGS. All dumps, tailings, or residue remaining
after mining, milling, or subsequent processing of ores, minerals, concentrates,
or other products from the Property shall be the sole and exclusive property of
Navigator, unless such dumps, tailings, or residue remain upon the Property
after the period of the time provided for in paragraph 24, entitled "Removal of
Property", in which case the dumps, tailings, or residue shall be the property
of Owner.
14. NO IMPLIED COVENANTS. No covenants or conditions relating to
the exploration, development, mining, or related operations on or in connection
with the Property, or the timing thereof, other than those expressly provided in
this Agreement, shall be implied. After commencing any exploration, development,
mining, or related operations on or in connection with the Property, or the
timing thereof other than those expressly provided in this Agreement, shall be
implied, After commencing any exploration, development, mining or related
operations on or in connection with the Property, Navigator may in its sole
discretion curtail or cease such operations so long as it continues to make any
payments due Owner under this Agreement.
15. DAMAGES. Navigator shall pay Owner reasonable compensation for
any damage to livestock, crops, timber, fences, buildings, or other tangible
improvements on the Property resulting from Navigator's operations on the
Property.
16. WATER and MATERIALS.
(a) To the extent that Owner may do so, Owner grants to Navigator the free
use of water from the Property for use in Navigator's operations, but Navigator
shall not use water from Owner's xxxxx, tanks, or surface reservoirs without
first obtaining the written consent of Owner.
(b) Navigator shall conduct its operations, insofar as practicable, so as
not to damage any water supply of Owner, If, in order to properly mine the
Property, Navigator damages or destroys any water supply, it shall with all
reasonable diligence repair, restore, or replace any well, tank, reservoir, or
other water facility so as to provide a facility of a capacity and quality
substantially as good as that damaged or destroyed, or pay reasonable
compensation for such damage or destruction.
(c) Upon termination of this Agreement, Navigator shall offer to transfer
any well in
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which water was discovered on the Property to Owner on an "as is" basis. Prior
to abandoning or plugging any well on the Property in which water was
discovered, Navigator shall give Owner seven (7) days notice of its intended
action. Upon notice Navigator given within the seven-day period, Navigator shall
transfer the well to Owner. Owner shall, at Owner's sole cost and expense,
obtain all permits and perform all acts that may be necessary to complete the
well, and shall indemnify, defend, and hold Navigator harmless from any and all
liability relating to the well after it is transferred to Owner.
(d) To the extent that Owner may do so, Owner grants Navigator the free use
of timber, stone, sand, and gravel, clay, earth, and other materials from the
Property for use in Navigator's operations.
17. PROTECTION FROM LIENS and DAMAGES. Navigator shall keep the
Property free of liens for labor performed or materials or merchandise furnished
for use on the Property under this Agreement, and shall hold Owner harmless from
all costs, loss, or damage which may result from any work or operations of
Navigator or its occupancy of the Property.
18. TAXES. Owner shall pay all taxes levied against the Property
prior to the date of this Agreement. Navigator shall pay or reimburse Owner for
all taxes levied against the Property during the term of this Agreement to the
extent that such taxes are assessed or levied solely upon the mineral estate in
the Property or are based upon Navigator's operations. Owner will pay the
balance of such taxes. In the case of taxes for the calendar year in which this
Agreement commences, and for the calendar year in which this Agreement ends,
there shall be an apportionment between the parties, Navigator to bear the
proportion of taxes upon the Property applicable to the part of the calendar
year included hereunder, and Owner to bear the balance of the taxes. Navigator
shall pay all taxes levied during the term of this Agreement against all
buildings, structures, machinery, equipment, personal property, fixtures, and
improvements placed upon the Property by Navigator, and all taxes levied against
Navigator as an employer of labor. All taxes shall be paid when due and before
delinquent, but Navigator shall be under no obligation to pay any tax so long as
the tax is being contested in good faith and by appropriate legal proceedings
and the nonpayment thereof does not adversely affect any right, title, or
interest of Owner in or to the Property.
19. INSURANCE. Navigator shall carry at all times during the term
of this Agreement worker's compensation and other insurance required by
provincial laws and mining regulations.
20. INSPECTION.
(a) Owner or its authorized representative may enter on the Property at any
reasonable time for the purpose of inspection, but shall enter at Owner's own
risk and so as not to hinder unreasonably the operations of Navigator. Owner
shall indemnify and hold Navigator harmless from any damage, claim or demand by
reason of injury to or the presence of Owner, its agents or representatives on
the Property.
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(b) Owner or its authorized representative may, at any reasonable time,
inspect any records pertinent and necessary for substantiating the compliance of
Navigator with the provisions of this Agreement.
21. DATA.
(a) Upon the execution of this Agreement, Owner shall deliver to Navigator
all drill core, all geological, geophysical, and engineering data and maps, logs
of drill holes, results of assaying and sampling, and similar data concerning
the Property (or copies thereof) which are in Owner's possession or control.
(b) Upon the surrender or other termination of this Agreement Navigator
shall, within sixty (60) days after termination, (i) return to Owner all drill
core and original data delivered by Owner to Navigator which are then in
Navigator's possession or control, and (ii) make available for inspection by
Owner all factual geological and geophysical data and maps (not including
interpretive data), logs of drill holes, drill core, and results of assaying and
sampling pertaining to the Property which Navigator has obtained as a result of
its exploration work under this Agreement and which are then in Navigator's
possession or control. Upon Owner's request made within sixty (60) days after
termination of this Agreement, Navigator shall, at Owner's expense, provide
Owner with the drill core designated by Owner and with copies of any portion of
the factual geological and geophysical data and maps (not including interpretive
data), logs of drill holes, and results of assaying and sampling designated by
Owner. Navigator makes no representation or warranty as to the accuracy or
completeness of any such data or information, and shall not be liable on account
of any use by Owner or any other person of any such data or information.
Navigator shall not be liable for the loss or destruction of any drill core.
22. CONFIDENTIALITY. All information obtained by Navigator or its
authorized representatives from Navigator arising out of Navigator's activities
on the Property pursuant to this Agreement shall be kept strictly confidential
by Owner and shall hot be released to any third party except upon the prior
written consent of Navigator.
23. TERMINATION and SURRENDER.
(a) If Navigator fails to comply with any of the provisions of this
Agreement, including paragraph 7, entitled "Royalty", and if Navigator does not
initiate and diligently pursue steps to correct the default within thirty (30)
days after notice has been given to it by Owner specifying with particularity
the nature of the default, then upon the expiration of the thirty-day period,
all rights of Navigator under this Agreement (except as provided in paragraphs
24 and 25, entitled "Removal of Property" and "Access") shall terminate, and all
liabilities and obligations of Navigator (except liabilities existing of the
date of termination, except as provided in paragraph 21, entitled "Royalty" then
due or, in the case of production royalties, then accrued) shall terminate. Any
default claimed with respect to the payment of money may be cured by the deposit
in escrow of the amount in controversy (not including claimed consequential,
special, exemplary, or punitive damages) and giving of notice of the deposit to
Owner, the amount to remain in escrow
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until the controversy is resolved by decision of a court or otherwise. If
Navigator by notice to Owner disputes the existence of a default, then this
Agreement shall not terminate unless Navigator does not initiate and diligently
pursue steps to correct the default within thirty (30) days after the existence
of a default has been determined by decision of a court or otherwise.
(b) Subject to the right of Owner to terminate this Agreement as provided
in the foregoing subparagraph (a), controversy between the parties hereto shall
not interrupt performance of this Agreement or the continuation of operations
hereunder. In the event of any controversy, Navigator may continue operations
hereunder and shall make the payments provided for herein notwithstanding the
existence of the controversy. Upon the resolution of the controversy, such
payments or restitutions shall be made as required by the terms of the decision
of the court or arbitrators, or otherwise.
Navigator may at any time terminate this Agreement as to all or any part of the
Property by delivering to Owner or by filing of record in the appropriate office
(with a copy to Owner) a good and sufficient Surrender of this Agreement or a
Partial Surrender describing that portion of the Property as to which this
Agreement is surrendered. Upon mailing the Surrender or Partial Surrender to
Owner or to the appropriate office, all rights of Navigator under this Agreement
with respect to the portion of the Property as to which this Agreement is
terminated (except as provided in paragraphs 24 and 25, entitled "Removal of
Property" and "Access") shall terminate and all liabilities and obligations of
Navigator with respect to the portion of the Property as to which this Agreement
is terminated (except liabilities existing of the date of termination, except as
provided in paragraph 21, entitled "Data", and except liability for payments
under paragraph 7, entitled "Royalty" then due or, in the case of production
royalties, then accrued) shall terminate. Notwithstanding the provisions of this
paragraph, Navigator must retain a minimum of 320 acres of the Property subject
to this Agreement in order to maintain this Agreement in effect.
24. REMOVAL of PROPERTY. For a period on six (6) months after the
termination of this Agreement Navigator shall have the right (but not the
obligation) to remove from the Property all broken or stockpiled ore, minerals,
concentrates, or other products (subject to the payment of the royalties
provided for in this Agreement). dumps, tailings, and residue, and all
buildings, structures, machinery, equipment, personal property, fixtures, and
improvements owned by Navigator or erected or placed on or in the Property by
Navigator, except mine timbers in place. Navigator may keep one or more watchmen
on the Property during the six-month period.
25. ACCESS. For as long as necessary after termination of this
Agreement, Navigator shall execute one or more instruments granting to Navigator
without costs to Navigator easements upon, over, or through other property owned
by Owner, for the construction, maintenance, use, and removal of pipe lines,
telephone lines, electrical power or transmission lines, roads, railroads,
tramways, flumes, ditches, shafts, drifts, tunnels, and other facilities
necessary or convenient for Navigator's operations on the Property or on other
property
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26. EASEMENTS. If requested by Navigator during the term of this
Agreement, Owner shall execute one or more instruments granting to Navigator
without costs to Navigator easements upon, over, or through the Property or
upon, over, or through other property owned by Owner, for the construction,
maintenance use and removal of pipe lines telephone lines, electrical power or
transmission lines, roads, railroads, tramways, flumes, ditches, shafts, drifts,
tunnels, and other facilities necessary or convenient for Navigator's operations
on the Property or on other property.
27. NOTICES. All notices and other communications to either party
shall be in writing and shall be sufficiently given if delivered in person or
sent by certified or registered mail, return receipt requested, addressed as
hereinafter set forth. Notices given by mail shall be deemed delivered as of the
date of mailing. Until a change of address is communicated as indicated above,
all notices to Owner shall be addressed:
Xx. X.X.XXXXXX
00000 Xxxxxxx #00 Xxxxx
Xxxxxxxx, Xxxxxxxxxx
00000
and all notices to Navigator shall be addressed:
Navigator International Minerals
000-0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx
X0X 0X0
28. ASSIGNMENT.
(a) The rights of either party hereunder may be assigned in whole or in
part, subject to the provisions hereinafter set forth.
(b) No change or division in the ownership of the Property or the payments
provided for herein, however accomplished, shall enlarge the obligations or
diminish the rights of Navigator. Owner covenants that any change in his
ownership shall be accomplished in such a manner that Navigator shall be
required to make payments and to give notices to but one person, firm, or
corporation, and upon breach of this covenant, Navigator may retain all monies
otherwise due to Owner until the breach has been cured. No change or division in
ownership shall be binding on Navigator until thirty (30) days after Owner has
given Navigator a certified copy of the recorded instrument evidencing the
change or division.
(c) If Owner desires to sell or otherwise dispose of all or any part of his
interest in the Property or in this Agreement, Owner shall first offer the
interest to Navigator stating the interest proposed to be sold or otherwise
disposed of, the offering price (which may
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include deferred payments), and other terms and conditions of sale. Navigator
may accept the offer by notice to Owner given within sixty (60) days following
the effective date of Owner's offer. If Navigator does not accept Owner's offer,
Owner may sell or otherwise dispose of the interest offered to Navigator at a
price and upon terms and conditions equal to or less favorable to the third
party than those offered to Navigator provided that the sale or other
disposition is effectuated within one hundred and twenty (120) days from the
effective date of Owner's offer.
29. FORCE MAJEURE.
(a) If Navigator shall be prevented by Force Majeure from timely
performance of any of its obligations hereunder (except the payment of money to
Owner), the failure of performance shall be excused and the period for
performance and the term of this Agreement shall be extended for an additional
period equal to the duration of the Force Majeure. Upon the occurrence and upon
the termination of any Force Majeure, Navigator shall promptly notify Owner.
Navigator shall use reasonable diligence to remedy a Force Majeure, but shall
not be required against its better judgment to settle any labor dispute or
contest the validity of any law or regulation or any action or inaction of civil
or military authority.
(b) "Force Majeure" means any cause beyond Navigator's reasonable control,
including law or regulation; action or inaction of civil or military authority;
inability to obtain any license, permit, or other authorization that may be
required to conduct operations on or in connection with the Property; unusually
severe weather; mining casualty; fire; explosion; flood; insurrection; riot;
labor dispute; inability after diligent effort to obtain workmen or material;
delay in transportation; acts of God; unavailability of a suitable market for
the ores, minerals, concentrates, or other products from the Property; and
excessive costs of mining, milling, processing or marketing, or insufficient
prices available for the ores, minerals, concentrates, or other products
produced from the Property, which render Navigator's operations uneconomic.
30. SHORT FORM. Contemporaneously herewith, Navigator and Owner
have executed and delivered a Short Form of Agreement. Navigator may record the
Short Form or this Agreement, or both, as it may elect.
31. INUREMENT. All covenants, conditions, limitations, and
provisions therein contained apply to and are binding upon the parties hereto,
their heirs, representatives, successors, and assigns.
32. MODIFICATION. No modification, variation, or amendment of this
Agreement shall be effective unless the modification, variation or amendment is
in writing and is signed by Owner and Navigator.
33. WAIVER. No waiver of any breach or default under this
Agreement shall be effective unless the waiver is in writing and signed by the
party against whom the waiver is claimed. No waiver of any breach or default
shall be deemed to be a waiver of any other or subsequent breach or default.
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34. CONSTRUCTION. The paragraph headings are for convenience only,
and shall not be used in the construction of this Agreement. The term "Owner"
shall be deemed to be a singular or plural, and shall be deemed to be masculine
or feminine, or both, or neuter, whenever the construction of this Agreement so
requires.
35. GOVERNING LAW. The formation, interpretation, and performance
of this Agreement shall be governed by the law of the Province of British
Columbia.
36. INVALIDITY. The invalidity of any provision of this Agreement
shall not affect the enforceability of any other provision of this Agreement.
37. COUNTERPARTS. This Agreement may be executed by any number of
counterparts, each of which shall be deemed to be an original.
38. ADDITIONAL DOCUMENTS. Owner will provide Navigator with such
additional documents as may be necessary to carry out the purposes of this
Agreement. If conditions change by reason of conveyances, assignments, or other
matters relating to the title to or description of the Property, Owner and
Navigator shall execute amendments of this Agreement and the Short Form of
Agreement, and any other documents which may be necessary to reflect such
changed conditions.
39. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement of the parties and, except as therein expressly provided, supersedes
all previous and contemporaneous agreements, representations, warranties, or
understandings, written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ X. X. Xxxxxx
By:
L.E. XXXXXX
Xxxx M Group Properties
/s/ Xxxx Xxxx Xxxxxxxx
By:
Xxxx Xxxx Xxxxxxxx
President and Director
Navigator International Minerals
000-0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx
X0X 0X0
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