Exhibit 99.2
PURCHASE AGREEMENT
THIS AGREEMENT dated as of February 1, 2008, BETWEEN MULTI METAL MINING CORP., a
Nevada Corporation with an office at 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 0, Xxx Xxxxx,
XX 00000-0000, (hereinafter called the "Vendor") AND GREEN STAR MINING CORP., a
Delaware corporation having its office at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX
00000 (hereinafter called the "Purchaser")
WHEREAS:
A. The Vendor is the beneficial owner of the mineral claim described in Schedule
"A" hereto (the"Property");
B. The Vendor wishes to sell a 100% undivided interest in and to the Property to
the Purchaser and the Purchaser wishes to acquire such interest pursuant to the
terms and conditions hereinafter set out;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. VENDOR'S REPRESENTATIONS AND WARRANTIES. The Vendor represents and warrants
to the Purchaser that:
(a) It is the sole recorded and beneficial owner of an undivided 100%
interest in and to the Property;
(b) The claims comprising the Property have been, to the best of the
information and belief of the Vendor, properly located and staked and recorded
in compliance with the laws of the jurisdiction in which they are situated, area
accurately described in Schedule "A" and are valid and subsisting mineral claims
as at the date of this Agreement;
(c) The Property is in good standing under all applicable laws and
regulations, all assessment work required to be performed and filed has been
performed and filed, all taxes and other payments have been paid and all filings
have been made;
(d) the Property is free and clear of any encumbrances, liens or charges
and neither the Vendor nor, to the best of the Vendor's knowledge, any of her
predecessors in interest or title, have done anything whereby the Property may
be encumbered; and
(e) it has the right to enter into this Agreement and to deal with the
Property in accordance with the terms of this Agreement, there are no disputes
over the title to the Property, and no other party has any interest in the
Property or the production therefrom or any right to acquire any such interest.
2. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser represents and
warrants to the Vendor that:
(a) it has been duly incorporated, amalgamated or continued and validly
exists as a corporation in good standing under the laws of its jurisdiction of
incorporation, amalgamation or continuation;
(b) it has duly obtained all corporate authorizations for the execution of
this Agreement and for the performance of this Agreement by it, and the
consummation of the transactions 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 the Articles or the constituting documents of the Purchaser or any
shareholders' or directors' resolution, indenture, agreement or other instrument
whatsoever to which the Purchaser is a party or by which it is bound or to which
it or the Property may be subject; and
(c) no proceedings are pending for, and the Purchaser is unaware of any
basis for the institution of any proceedings leading to, the dissolution or
winding up of the Purchaser or the placing of the Purchaser in bankruptcy or
subject to any other laws governing the affairs of insolvent corporations.
3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties in this Agreement shall survive the closing of this transaction and
shall apply to all assignments, conveyances, transfers and documents delivered
in connection with this Agreement and there shall not be any merger of any
representations and warranties in such assignments, conveyances, transfers or
documents notwithstanding any rule of law, equity or statute to the contrary and
all such rules are hereby waived. The Vendor shall have the right to waive any
representation and warranty made by the Purchaser in the Vendor's favor without
prejudice to any of its rights with respect to any other breach by the Purchaser
and the Purchaser shall have the same right with respect to any of the Vendor's
representations in the Purchaser's favor.
4. PURCHASE AND SALE. The Vendor hereby sells and assigns and the Purchaser
hereby purchases a 100% undivided interest in and to the Property for the sum of
$6000.00 US payable on execution of this Agreement.
5. FURTHER ASSURANCES. Upon payment of the Purchase Price the Vendor shall cause
to be executed a Xxxx of Sale or such other documents as the Purchaser may
reasonably require transferring a 100% undivided interest in and to the Property
to the Purchaser or its nominee which the Purchaser shall be at liberty to
record forthwith. The parties shall execute all further documents or assurances
as may be required to carry out the full intent of this Agreement.
6. NOTICE. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered,
telegraphed or telecopied to such party at the address for such party specified
above. The date of receipt of such notice, demand or other communication shall
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be the date of delivery thereof if delivered or telegraphed or, if given by
telecopier, shall be deemed conclusively to be the next business day. Either
party may at any time and from time to time notify the other party in writing of
a change of address and the new address to which notice shall be given to it
thereafter until further change.
7. PAYMENT. All references to monies hereunder will be in United States funds.
All payments to be made to any party hereunder may be made by check mailed or
delivered to such party to its address for notice purposes as provided herein.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties and replaces and supercedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express or
implied, statutory or otherwise, between the parties with respect to the subject
matter herein.
9. GENDER. Wherever the singular or neuter are used herein the same shall be
deemed to include the plural, feminine or masculine.
10. ENUREMENT. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
11. EXECUTION.
(a) Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement and
will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
(b) Fax Execution. This Agreement may be executed by delivery of executed
signature pages by fax and such fax execution will be effective for all
purposes.
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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.
VENDOR: MULTI METAL MINING CORP.
by its authorized signatory:
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
PURCHASER: GREEN STAR MINING CORP.
by its authorized signatory:
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
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SCHEDULE "A"
THE PROPERTY
Claim Name: Golden Princess Lode Mining Claim
Book and Instrument Numbers: 20071207-0002341
Filed: December 7, 2007 in the Xxxxx County Recorder's Office
NMC Claim No: 980320
Located in the Sunset Mining District, Xxxxx County, Nevada, USA
