MINERAL CLAIM PURCHASE AGREEMENT BY AND BETWEEN LAUREATE RESOURCES & STEEL INDUSTRIES INC. AND TERRACAN RESOURCES LTD.
BY
AND BETWEEN
LAUREATE
RESOURCES & STEEL INDUSTRIES INC.
AND
TERRACAN
RESOURCES LTD.
THIS
MINERAL CLAIM PURCHASE AGREEMENT (this “Agreement”),
dated
May 28, 2008, is entered into by and between Laureate Resources & Steel
Industries Inc., a Nevada corporation having its principal offices at 000 Xxxx
Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000 (the “Seller”)
and
Terracan Resources Ltd., a company incorporated pursuant to the laws of British
Columbia having its principal offices at 00000 00X Xxxxxx, Xxxxxx, Xxxxxxx
Xxxxxxxx (the “Purchaser”).
W
I T N E
S S E T H :
WHEREAS,
the Seller owns the Claim, as such term is defined and enumerated in Section
1.1
hereof;
WHEREAS,
the Seller wishes to sell all its right, title and interest in and to the Claim
to the Purchaser for the sum of ONE THOUSAND ($1,000) dollars CAD pursuant
to
the terms and conditions set forth herein; and
WHEREAS,
the Purchaser wishes to purchase the Claim pursuant to the terms and conditions
set forth herein.
NOW,
THEREFORE, in consideration of the covenants, promises and representations
set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Sale
of the Claim.
1.1
The
Claim.
Subject
to the terms and conditions stated herein, and in exchange for the consideration
set forth in Section 1.2 hereof, the Seller does hereby transfer, sell, assign,
set over and quit claim unto the Purchaser, and the Purchase hereby acquires
from the Seller, all of the Seller’s right, title and interest in and to each
and every mining claim identified below (the “Claim”):
|
Tenure
Number
|
Claim
Name
|
Map
Number
|
Mining
Xxxxxxxx
|
Xxxx
|
|
000000
|
SUGARLOAF
|
092I
|
Nicola
|
497.436
|
1.2 The
Purchase Price.
The
Purchaser hereby agrees to pay, and the Seller hereby acknowledges receipt
of,
the sum of ONE THOUSAND ($1,000) dollars CAD as consideration for the
Claim.
2. Appointment.
The
Seller hereby appoints the Purchaser to be its attorney for the limited purpose
of executing on its behalf any deed or document and perform all other lawful
acts that may be required to duly transfer the Claim to the
Purchaser.
3.
Representations
and Warranties.
3.1 Each
party hereto hereby agrees that the Seller makes no representation or warranties
regarding the (a) value of the Claim; (b) the existence of mineral deposits
in
geographic areas covered by the Claim (such areas, the “Property”);
(c)
the safety, feasibility or legality of exploring the Claim; or (d) the
transferability of the Claim. The Seller has conducted no independent
verification of its title to the Claim or rights to transfer the
Claim.
3.2 Seller’s
Representations.
As an
inducement to the Purchaser to enter into this Agreement and to consummate
the
transactions contemplated herein, the Seller represents and warrants to the
Purchaser as follows, all of which are true and complete as of the date of
this
Agreement:
(a)
Organization
of the Seller.
The
Seller is a corporation duly organized and validly existing and in good standing
under the laws of the State of Nevada, and has all requisite power and authority
to own, lease and operate its properties and to carry on its business as now
being conducted.
(b)
Authority.
(1) The
Seller has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement; (2) the execution and delivery of this
Agreement by the Seller and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action and no further consent or authorization of the Seller or its
Board of Directors or stockholders is required; and (3) this Agreement has
been
duly executed and delivered by the Seller and constitutes a valid and binding
obligation of the Seller enforceable against the Seller in accordance with
its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement
of, creditors' rights and remedies or by other equitable principles of general
application.
3.3 Purchaser’s
Representations.
As an
inducement to the Seller to enter into this Agreement and to consummate the
transactions contemplated herein, the Purchaser represents and warrants to
the
Seller as follows, all of which are true and complete as of the date of this
Agreement:
(a)
Organization
of the Purchaser.
The
Purchaser is a corporation duly organized and validly existing and in good
standing under the laws of British Columbia, and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted.
(b)
Authority.
(1) The
Purchaser has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement; (2) the execution and delivery
of
this Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action and no further consent or authorization of the Purchaser or
its
Board of Directors or stockholders is required; and (3) this Agreement has
been
duly executed and delivered by the Purchaser and constitutes a valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally
the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.
4. Indemnification
of the Seller.
From
and
after the date of this Agreement, the Purchaser shall indemnify the Seller
and
the Seller’s successors and assigns, as well as their officers, directors,
employees, agents and shareholders (collectively, the “Seller
Indemnitees”),
against and hold the Seller Indemnitees harmless from:
(a) any
Losses based upon, resulting from, arising out of, caused by or in connection
with any breach or nonperformance of any agreement or obligation of the
Purchaser in this Agreement (“Loss”
or
“Losses”
as
used
in this agreement means any and all losses (direct or indirect), liabilities,
claims, demands, judgments, damages, fines, costs, expenses, penalties, actions,
notices of violation, and notices of liability and any claims in respect thereof
(including the costs of investigation, remediation, accountants and attorney’s
fees));
(b) any
transfer taxes, Losses, fines or fees caused by, or imposed in connection with,
the transfer of the Claim, including but not limited to any fees required to
be
paid to any federal, provincial or local agency or department in connection
with
transferring the ownership of the Claim;
2
(c) any
judgments or liens which may be imposed on the Seller in connection with (i)
its
acquisition, ownership or transfer of the Claim, or (ii) its actions or
omissions in connection with the Claim or the Property, including but not
limited to judgments relating to the negligent management of the Claim or the
Property;
(d) any
and
all obligations, pursuant to court order or otherwise, to pay the Purchaser
or
any third party, including but not limited to a federal, provincial or local
authority, for the reclamation or remediation of any environmental or other
condition on or relating to the Property arising from any exploration, mining
activities or other activity or use of the Property, including any cost,
liability, Loss, damage, claim, expense or contribution, including attorneys
fees, arising from or related to any such condition or the reclamation or
remediation thereof;
(e) any
and
all obligations, pursuant to court order or otherwise, to pay the Purchaser
or
any third party, including but not limited to a federal, provincial or local
authority, for any and all personal injuries, death or disability caused by
or
in connection the Claim or the Property; or
(f) any
Losses based upon, resulting from, arising out of, caused by or in connection
with any failure of the Purchasers to comply with the provisions of this
Section.
5.
Miscellaneous.
(a)
Notices.
All
notices or other communications required or permitted hereunder shall be in
writing. Any notice, request, demand, claim or other communication hereunder
shall be deemed duly given (i) if by personal delivery, when so delivered;
(ii)
if mailed, three (3) business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid and addressed to
the
intended recipient as set forth below; or (iii) if sent through an overnight
delivery service in circumstances to which such service guarantees next day
delivery, the day following being so sent to the address of the intended
recipient as first set forth above. Any party may change the address to which
notices and other communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.
|
Notice
Address of Seller:
|
Laureate
Resources & Steel Industries Inc.
|
|
000
Xxxx Xxxxxx,
|
|
|
00xx
Xxxxx
|
|
|
Xxx
Xxxx, XX 00000
|
|
|
Notice
Address of Purchaser:
|
Terracan
Resources Ltd.
|
|
00000
00X Xxxxxx
|
|
|
Xxxxxx,
XX X0X 0X0
|
(b)
GOVERNING
LAW, JURISDICTION AND VENUE.
THE
PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ALL PARTIES HERETO,
TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WAIVE AND FOREVER RELINQUISH THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
THIS
AGREEMENT, ANY CONDUCT, ACT OR OMISSION OF ANY OTHER PARTY HERETO. THE SELLER
AND PURCHASER EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE STATE
OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH
OF
MANHATTAN FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH
ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED
UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN SUCH COURT
(c)
Duration
of Agreement.
This
indemnification provisions of this Agreement shall apply to any claim asserted
and any Losses incurred in connection with any claim asserted on or after the
effective date of this Agreement and shall continue until and terminate upon
the
later of: (i) 10 years after the date hereof; or (ii) the expiration of the
statute of limitations applicable in any matter related to the Claim, the
Property or this Agreement.
3
(d) Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding of the parties
in
respect of the transactions contemplated hereby and supersedes all prior and
contemporaneous agreements, arrangements and understandings of the parties
relating to the subject matter hereof.
(e)
Amendments.
This
Agreement may be amended, modified, superseded or cancelled, and any of the
terms, covenants, representations, warranties or conditions hereof may be
waived, only by a written instrument executed by each party, in the case of
a
waiver, by the party waiving compliance.
(f) Counterparts;
Interpretation.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the
same
instrument. No ambiguity in any provision hereof shall be construed
against parties by reason of the fact it was drafted by such party or its
counsel. Nothing expressed or implied in this Agreement is intended, or shall
be
construed, to confer upon or give any person other than the parties any rights
or remedies under or by reason of this Agreement.
(g) Acceptance
by Fax.
This
Agreement shall be accepted, effective and binding, for all purposes, when
the
parties shall have signed and transmitted to each other, by telecopier or
otherwise, copies of the signature pages hereto.
(h) Binding
Effect; Benefits.
This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
and their respective heirs, legal representatives, successors and permitted
assigns. Nothing in this Agreement, express or implied, is intended to or shall
confer upon any person other than the parties hereto, and their respective
heirs, legal representatives, successors and permitted assigns, any rights,
remedies, obligations or liabilities under, in connection with or by reason
of
this Agreement.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first set forth above.
|
LAUREATE RESOURCES & STEEL INDUSTRIES INC.
|
|
|
By:
|
/s/
Xxxxxxx Xxxx
|
|
Name:
Xxxxxxx Xxxx
|
|
|
Title:
Corporate Secretary
|
|
|
TERRACAN
RESOURCES LTD.
|
|
|
By:
|
/s/
Xxxxxxxx Rechia
|
|
Name: Xxxxxxxx
Rechia
|
|
|
Title: President
|
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