Exhibit "10.0"
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT dated for reference the 23rd day of September, 2002.
BETWEEN:
▇▇▇▇▇▇ ▇▇▇▇▇▇ (DBA Cadre Capital Inc.), having an office for
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business at ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, British
Columbia,;
("▇▇▇▇▇▇")
OF THE FIRST PART
AND:
NEW PACIFIC VENTURES CORP., a body corporate, duly incorporated
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under the laws of the State of Colorado, United States and having
an office for business at Suite ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇;
("New Pacific")
OF THE SECOND PART
WHEREAS:
▇. ▇▇▇▇▇▇ is the registered and beneficial owner of six (6) claims located near
Lac La Hache, in the Province of British Columbia and known as the ▇▇▇▇▇ claims,
which claims are more particularly described in Schedule "A" attached hereto
which forms a material part hereof (the "Property");
▇. ▇▇▇▇▇▇ has agreed to grant to New Pacific the right, privilege and option to
explore the Property together with the right, privilege and option to purchase
an undivided 100% interest in the Property 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. ▇▇▇▇▇▇'▇ REPRESENTATIONS
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1.1 ▇▇▇▇▇▇ represents and warrants to New Pacific that:
(a) ▇▇▇▇▇▇ is the registered and beneficial owner of the Property and
holds the right to explore and develop the Property;
(b) ▇▇▇▇▇▇ holds the Property free and clear of all liens, charges and
claims of others, and the ▇▇▇▇▇▇ has a free and unimpeded right of
access to the Property and has use of the Property surface for the
herein purposes;
(c) The claims set out in Schedule "A" have been duly and validly located
and recorded in a good and miner-like manner pursuant to the laws of
British Columbia and are in good standing in British Columbia as of
the date of this Agreement and expire on June 6, 2003;
(d) There are no adverse claims or challenges against or to ▇▇▇▇▇▇'▇
ownership of or title to any of the Property nor to the knowledge of
▇▇▇▇▇▇ is there any basis therefor, and there are no outstanding
agreements or options to acquire or purchase the Property or any
portion thereof;
(e) ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ is a party or by which it is bound or to which it is subject;
(f) The terms of this Agreement have been authorized by all necessary
corporate acts and deeds of ▇▇▇▇▇▇ in order to give effect to the
terms hereof; and
(g) No proceedings are pending for, and ▇▇▇▇▇▇ is unaware of any basis
for, the institution of any proceedings which could lead to the
placing of ▇▇▇▇▇▇ in bankruptcy, or in any position similar to
bankruptcy.
1.2 The representations and warranties of ▇▇▇▇▇▇ set out in subsection 1.1
above form a part of this Agreement and are conditions upon which New Pacific
has relied in entering into this Agreement and shall survive the acquisition of
any interest in the Property by New Pacific.
1.3 ▇▇▇▇▇▇ will indemnify New Pacific 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 ▇▇▇▇▇▇ and contained in this
Agreement.
1.4 ▇▇▇▇▇▇ acknowledges and agrees that New Pacific 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 New Pacific shall limit or
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extinguish the right to indemnity hereunder, and, in addition to any other
remedies it may pursue, New Pacific may deduct the amount of any such loss or
damage from any amounts payable by it to ▇▇▇▇▇▇ hereunder.
2. NEW PACIFIC'S REPRESENTATIONS
New Pacific warrants and represents to ▇▇▇▇▇▇ that it is a body corporate,
duly incorporated under the laws of the State of Colorado, United States 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. GRANT OF OPTION
▇▇▇▇▇▇ hereby gives and grants to New Pacific the exclusive right and
option to acquire a 100% undivided right, title and interest in and to the
Property (the "Option"), subject to a 2% net smelter returns royalty reserved in
favour of ▇▇▇▇▇▇, by performing the acts and deeds and paying the sums provided
for in section 4.
4. CONSIDERATION FOR THE GRANT OF OPTION
4.1 In order to keep the Option granted to New Pacific in respect of the
Property in good standing and in force and effect, New Pacific shall be
obligated to:
Cash Payments
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(a) Pay to ▇▇▇▇▇▇ $30,000 in the following manner:
(i) $5,000 upon execution of this Agreement;
(ii) $5,000 on or before June 6, 2004;
(iii) $10,000 on or before June 6, 2005; and
(iv) $10,000 on or before June 6, 2006.
Work Commitments
________________
(c) Incur exploration or development expenditures totalling $30,000 on the
Property as follows:
(i) At least $2,500 in expenditures on or before June 6, 2003;
(ii) A cumulative total of at least $5,000 in expenditures on or before
June 6, 2004;
(iii) A cumulative total of at least $10,000 in expenditures on or before
June 6, 2005; and
(iv) A cumulative total of at least $12,500 in expenditures on or before
June 6, 2006.
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5. COVENANTS OF ▇▇▇▇▇▇
5.1 ▇▇▇▇▇▇ shall perform all work commitments on the Property as requested by
New Pacific in a miner-like manner and shall comply with all laws, regulations
and permitting requirements of Canada and the Province of British Columbia
including compliance with all:
(a) environmental statutes, guidelines and regulations; and
(b) work permit conditions, including for lakes and streams.
5.2 Any liability due to damage from violations of the applicable regulations
which result from any actions of ▇▇▇▇▇▇ shall be the sole responsibility of
▇▇▇▇▇▇.
5.3 During the term of this Agreement and so long as title to the Property is
registered in the name of ▇▇▇▇▇▇, ▇▇▇▇▇▇ covenants to promptly provide New
Pacific with any and all notices, assessments, defaults, demands or claims
received by ▇▇▇▇▇▇ with respect to the Property.
5.4 At Closing, ▇▇▇▇▇▇ shall deliver to an escrow agent mutually agreed upon
between the parties and in a form acceptable to New Pacific and its counsel a
transfer to New Pacific of an undivided 100% interest in and to the Property in
registerable form. ▇▇▇▇▇▇ shall provide the escrow agent with irrevocable
instructions to release the transfer to New Pacific upon New Pacific earning and
exercising the Option.
6. RIGHT TO ABANDON PROPERTY INTERESTS
Should New Pacific, in its sole discretion, determine that any part of the
Property no longer warrants further exploration and development, then New
Pacific may abandon such interest or interests without affecting its rights or
obligations under this Agreement by providing ▇▇▇▇▇▇ with 30 days notice of its
intention to do so. Upon receipt of such notice by ▇▇▇▇▇▇ and expiry of the 30
day period, such interests shall cease to be part of the Property for the
purposes of this Agreement except to the extent of any liabilities arising as
a result of work carried out or actions taken upon such part of the Property by
New Pacific.
7. TERMINATION OF OPTION
7.1 Subject to subsection 7.2, the Option shall terminate if New Pacific fails
to make the required cash payments, and fails to complete the minimum cumulative
expenditures in accordance with subsection 4.1 herein within the time periods
specified therein.
7.2 If New Pacific shall be in default of any requirement set forth in
subsection 4.1 herein, ▇▇▇▇▇▇ shall give written notice to New Pacific
specifying the default and New Pacific shall not lose any rights granted under
this Agreement, unless within 60 days after the giving of notice of default by
▇▇▇▇▇▇, New Pacific has failed to cure the default by the appropriate
performance.
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7.3 If the Option is terminated in accordance with subsections 7.1 and 7.2
herein, New Pacific shall have no interest in or to the Property, and all
expenditures and payments made by New Pacific to or on behalf of ▇▇▇▇▇▇ under
this Agreement shall be non-refundable by ▇▇▇▇▇▇ to New Pacific for which New
Pacific shall have no recourse and New Pacific shall release the Option of the
Property back to ▇▇▇▇▇▇ free and clear of any and all liens, charges, hypothecs,
encumbrances and royalties.
7.4 At any time prior to New Pacific exercising its Option hereunder and
acquiring a 100% undivided interest in and to the Property, New Pacific shall
have the right to terminate this Agreement by giving written notice (the
"Notice") to ▇▇▇▇▇▇ of such termination. Upon receipt of Notice by ▇▇▇▇▇▇ this
Agreement shall terminate and New Pacific shall be under no further obligation
or liability pursuant to this Agreement except that if the termination is within
six months of the expiry of the Property, New Pacific shall be obligated to pay
to ▇▇▇▇▇▇ the sum of $2,500.
8. ACQUISITION OF INTEREST IN THE PROPERTY
At such time as New Pacific has made all of the required cash payments,
share issuances and work commitments in accordance with subsection 4.1 herein,
within the time periods specified therein, then the Option shall be deemed to
have been exercised by New Pacific, and New Pacific shall have thereby, without
any further act, acquired an undivided 100% interest in and to the Property.
9. RIGHT OF ENTRY
For so long as the Option continues in full force and effect, New Pacific,
its employees, agents, permitted assigns and independent contractors shall have
the sole and exclusive right and option to:
(a) enter upon the Property;
(b) have exclusive and quiet possession of the Property;
(c) incur expenditures;
(d) bring upon and erect upon the Property such mining facilities as New
Pacific may consider advisable; and
(e) remove from the Property and sell or otherwise dispose of mineral
products.
10. NET SMELTER RETURNS ROYALTY
10.1 For the purposes of this Agreement, "net smelter returns" shall have the
meaning set out in Schedule "B" hereto.
10.2 On the date New Pacific commences commercial production on the Property,
▇▇▇▇▇▇ shall be entitled to receive and New Pacific shall pay to ▇▇▇▇▇▇ a
royalty of 2% of net smelter returns (the "Royalty").
10.3 New Pacific may, at any time, purchase ▇▇▇▇▇▇'▇ Royalty for a one-time
payment
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of $1,000,000.
10.4 New Pacific shall be under no obligation whatsoever to place the Property
into commercial production and in the event it is placed into commercial
production, New Pacific shall have the right, at any time, to curtail or suspend
such production as it, in its absolute discretion, may determine.
10.5 Net smelter returns and the payments payable to ▇▇▇▇▇▇ hereunder shall be
adjusted and paid quarterly, and within 90 days after the end of each fiscal
year during which the Property was in commercial production, the records
relating to the calculation of net smelter returns during that fiscal year shall
be audited and any adjustments shall be made forthwith, and the audited
statements shall be delivered to ▇▇▇▇▇▇ who shall have 60 days after receipt of
such statements to question in writing their accuracy and failing such question,
the statements shall be deemed correct.
10.6 ▇▇▇▇▇▇ or their representatives duly appointed in writing shall have the
right at all reasonable times, upon written request, to inspect those books and
financial records of New Pacific which are relevant to the determination of net
smelter returns, and, at the expense of ▇▇▇▇▇▇, to make copies thereof.
11. ADVANCE ROYALTIES
Commencing on June 6, 2007, and on the anniversary thereof each year until
the Property is placed in commercial production, New Pacific shall pay to ▇▇▇▇▇▇
the sum of $10,000 in cash, or the equivalent value in free-trading common
shares of New Pacific, as an advance against the Royalty to be paid on
commercial production occurring. All advance royalties so paid by New Pacific
shall be recoverable by New Pacific, together with interest at a rate equal to
prime rate (as quoted from time to time by the Canadian Imperial Bank of
Commerce, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇) plus two percent (2%), from ninety
percent (90%) of the Royalty payable to ▇▇▇▇▇▇ on commercial production
occurring from the Property.
12. OPERATOR
12.1 Upon closing of this Agreement and during the term of this Option, New
Pacific will be the operator of the Property pursuant to this Agreement.
12.2 As Operator, New Pacific shall provide to ▇▇▇▇▇▇ quarterly statements of
activities and expenditures conducted and incurred on the Property, if any. On
each anniversary of this Agreement, New Pacific shall provide ▇▇▇▇▇▇ with a
cumulative annual report of activities and expenditures including:
(i) a detailed report of Operations conducted on the Property; and
(ii) detailed financial statements of expenditures incurred on the
Property.
13. POWER AND AUTHORITY OF THE OPERATOR
After the execution of this Agreement, the Operator shall have full
right, power and
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authority to do everything necessary or desirable in connection with the
exploration and development of the Property and to determine the manner of
operation of the Property as a mine.
14. REGISTRATION OF PROPERTY INTERESTS
Upon the request of New Pacific, ▇▇▇▇▇▇ shall assist New Pacific to record
this Agreement with the appropriate mining recorder and, when required, ▇▇▇▇▇▇
shall further provide New Pacific with such recordable documents as New Pacific
and its counsel shall require to record its due interest in respect of the
Property.
15. CLOSING
Closing under this Agreement shall occur at a time and place to be
mutually agreed upon between the parties on a date within ten (10) days
following receipt by New Pacific of regulatory approval, should any approval be
required, otherwise on signing.
16. 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.
17. FORCE MAJEURE
If New Pacific is prevented from or delayed in complying with any
provisions of this Agreement by reasons 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 New Pacific, 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 New
Pacific, insofar as is possible, shall promptly give written notice to ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ as soon as such
cause ceases to exist.
18. CONFIDENTIAL INFORMATION
No information furnished by New Pacific to ▇▇▇▇▇▇ hereunder in respect of
the activities carried out on the Property by New Pacific, or related to the
sale of mineral products derived from the Property, shall be published by ▇▇▇▇▇▇
without the prior written consent of New Pacific, but such consent in respect of
the reporting of factual data shall not be unreasonably withheld.
19. 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 hereto
with respect to the subject matter of this Agreement.
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20. NOTICE
20.1 Any notice required to be given under this Agreement shall be deemed to
be well and sufficiently given if delivered, or if mailed by registered mail in
Canada, in the case of ▇▇▇▇▇▇ addressed as follows:
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
and in the case of New Pacific addressed as follows:
New Pacific Ventures Corp.
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Attention: Mr. ▇▇▇ ▇▇▇▇▇
and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed, on the second business day after the
date of mailing thereof.
20.2 Either party hereto may from time to time by notice in writing change its
address for the purpose of this section.
21 OPTION ONLY
Until the Option is exercised, this is an option only and except as
specifically provided otherwise, nothing herein contained shall be construed as
obligating New Pacific to do any acts or make any payments hereunder and any
acts or payments made hereunder shall not be construed as obligating New Pacific
to do any further acts or make any further payments.
22. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent
specifically authorized hereunder, be deemed to constitute either party hereto
a partner, agent or legal representative of the other party.
23. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
24. TITLES
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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.
25. CURRENCY
All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of Canada.
26. SEVERABILITY
In the event that any of the sections, subsection or paragraphs contained
in this Agreement, or any portion of thereof, is unenforceable or is declared
invalid for any reason whatsoever, such unenforceability or invalidity shall not
affect the enforceability or validity of the remaining terms or portions thereof
contained in this Agreement and such unenforceable or invalid section,
subsection or paragraph, or portion thereof, shall be severable from the
remainder of the Agreement.
27. APPLICABLE LAW
This Agreement shall be governed by, and the parties hereto hereby agree
to attorn, to the laws of the Province of British Columbia and the federal laws
of Canada applicable therein.
28. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇ (DBA Cadre Capital Inc.)
Signed hereunto in the )
presence of: )
) _____________________________
______________________________ ) ▇▇▇▇▇▇ ▇▇▇▇▇▇
)
______________________________ )
THE CORPORATE SEAL of )
NEW PACIFIC VENTURES CORP. )
was hereunto affixed in the )
presence of: )
) (c/s)
______________________________ )
)
______________________________ )
SCHEDULE "A"
____________
List of Claims
Cariboo Mining Division, British Columbia
▇▇▇▇▇ 1-6 claims
Record 393831-393836
SCHEDULE "B"
____________
DEFINITION
__________
NET SMELTER RETURN
Net Smelter Return shall mean the actual proceeds received for the sales of
ores, metals or concentrates (other than products used for testing) after the
date on which the Property enters into commercial production, after deducting
from such proceeds, to the extent that they were not deducted by the purchaser
in computing costs: of all charges for smelting and refining or penalties: all
costs or charges regarding insurance, transportation, manutention or testing and
sampling, (including arbitration analysis) of the product or any part of it ex
head frame it in the case of mineral and ex mill or other installations of
treatment in the case of concentrates or other products; all marketing costs
incurred as to said products, all the Federal or Provincial or Municipal taxes,
revenue or royalty related to the sale or to the added value that has been the
object of a levy for the vendor or payable by him, all custom taxes, import
taxes or all tariffs or mining taxes payable on said products and, all costs and
charges that apply (including penalties) spent for re-smelting or refining on
demand or similar treatment of ores, minerals and concentrates that are part of
the product.
