Exhibit 10.1
Property agreement dated as of February 19th, 2004 between Patriot
Gold Corp. and the Tierra Natal Revocable Trust et al.
PURCHASE CONTRACT
1. This Agreement is made and entered into this 19th day of February, 2004,
between PATRIOT GOLD CORP., a Nevada corporation, hereinafter called
(BUYER) and Barbara L. Cornelsen; Geraldine Dwight; Carol Justice,
Ernestine Hammon, Erin Reynolds; Catherine Jean Calara; Sandra L. Powell;
Betty Lee Atwood; Nancy Markham; Larry Dickie; G. Joann Renner; Pamela
Jean Zeller; Marcine K. Shuck; Norma Ann Pirtle; Richard Pinney; Dorothy
Louise Dickie Pinney; Mary Joyce Dickie Thrailkill; Sharon Marie
Anderson; Tierra Natal Revocable Trust by/___________________Trustee,
hereinafter called (SELLER) Constitutes escrow instructions to FIRST
AMERICAN TITLE INSURANCE AGENCY, Inc. of YAVAPAI COUNTY, an Arizona
corporation (ESCROW AGENT), and represents the Agreement on the part of
the Seller to sell and on the part of the Buyer to purchase the real
property described together with all rights, privileges, easements and
appurtenances thereto, whether or not recorded.
2. PROPERTY: The Property which is the subject of this Agreement is
comprised of patented mining claims Divide, Key No. 1, Key No. 2,
Keystone Wedge, Omega and Moss Millsight, also identified as Mohave
County Tax Assessor's Parcel Number 21305002, located in the historic
Oatman gold mining District near the town of Oatman, Mohave County,
Arizona. The Property is legally described on Exhibit "A" to the
Agreement.
3. OPENING OF ESCROW; CLOSING:
a. For purposes of this Agreement, the opening of escrow shall occur
on the date which the initial Deposit, hereafter defined, and
original of the Agreement, executed by Buyer and Seller; is
delivered to and accepted by Escrow Agent.
b. The Closing shall occur at the office of Escrow Agent or at such
other time and place as Seller and Buyer may otherwise agree in
writing. The Closing shall be deemed to have occurred when (i) all
closing documents contemplated by this Agreement have been
delivered to, received by and executed by the appropriate parties,
(ii) all conditions to the Closing contemplated by this Agreement
have been satisfied or waived, (iii) the deed, prepared by Escrow
Agent and executed by Seller conveying the Property to Buyer,
subject only to the items set forth in the Title Report as
approved or waived by Buyer. Escrow Agent is instructed to record
such deed at the Closing upon payment of funds (as set forth in
this Agreement hereinafter) and due from Buyer.
4. PURCHASE PRICE:
a. The Purchase Price (PURCHASE PRICE) shall be Three Hundred Fifty
Thousand and No/100 Dollars ($350,000.00) in U.S. Funds, in
accordance with the terms of this Agreement.
b. The Purchase Price shall be payable as follows: (i) Upon signing
of this Agreement by Buyer, Buyer shall deliver to Escrow Agent,
together with its fully executed Agreement an initial,
non-refundable earnest money (First Payment) deposit of
Twenty-Five Thousand and No/100 Dollars ($25,000.00) U.S. Funds,
Certified Check payable to Escrow Agent. Such initial First
Payment Deposit shall be held by Escrow Agent in and interest
bearing account until a counterpart original Agreement signed by
each Seller as set forth in Paragraph 1. of the Agreement has been
delivered to Escrow Agent. Upon receipt and acceptance by Escrow
Agent of the original counterpart Agreement fully executed by
Seller, Escrow Agent shall immediately release and disburse this
First Payment Deposit to Seller.
c. On the Three (3) month anniversary of the signing of the
Agreement, if Escrow Closing has not occurred, an additional,
Non-Refundable Twenty-Five Thousand and No/100 Dollars
($25,000.00) deposit in U.S. Funds, Certified Check shall be
delivered to Escrow Agent and immediately released and delivered
by Escrow Agent to Seller. Non-Refundable deposit payments due
from Buyer and received by Escrow Agent remain non-refundable to
Buyer whether or not Buyer for any reason elects to terminate the
Agreement prior to Close of Escrow.
d. On or before the Six (6) month anniversary of the signing of the
Agreement a Three Hundred Thousand And No/100 Dollar ($300,000.00)
full Payment in U.S. Funds, Certified Check, increased or reduced
as required to take into account the prorations or adjustments
required by the Agreement to Close Escrow, shall be delivered to
Escrow Agent. Escrow Agent shall disburse such full payment to
Seller at Close of Escrow.
5. PROPERTY DOCUMENTATION:
a. Upon Buyer's deposit and Escrow Agent's receipt of the first
non-refundable payment of Twenty-Five Thousand Dollars
($25,000.00), Seller shall provide to Buyer, upon written request,
letters of authorization that Buyer may need to obtain copies of
all recorded documents Seller has knowledge of relating to the
Property(s) including but not limited to all studies, engineering
reports, site plans, agreements, or warranties currently existing
with respect to the Property(s). Buyer hereby acknowledges that it
is the responsibility solely of the Buyer, during Buyer's Six (6)
Month Feasibility Term prior to and after Close of Escrow, to
research, obtain, order or review any inspections, inspection
reports, environmental assessments, tests, test results,
advisories, letters and other similar documentation, inspections,
existing conditions, governmental agencies requirements, or any
other recorded of un-recorded information, relating to the
Property which Buyer deems, in Buyer's sole determination and
opinion, to be of material importance to Buyer's decision to
purchase the Property.
b. Buyer shall have a period of six months, [Buyer's Feasibility
Term, Paragraph 5, Item (a)], from the date the Agreement is
signed, to review and evaluate such documentation and information
and to proceed with the purchase of the Property or to notify
Seller and Escrow Agent in writing no less than ten (10) days
prior to the Six (6) month anniversary of the signing of the
Agreement its intention to terminate the Agreement. In no event
shall Close of Escrow be later than on the six (6) month
anniversary of the signing of the Agreement.
6. ASSIGNMENT:
a. At any time during the Buyer's Feasibility Term of Six (6) months
or until Close of Escrow, should the Buyer desire to assign or in
any other manner wish to divest itself of its position in,
responsibility or rights to the Agreement to purchase the
Property, Buyer shall obtain written approval from Seller(s) and
shall provide evidence acceptable to Seller(s) of the proposed
assignee's qualifications and ability to perform all the
requirements of the Agreement through Close of Escrow.
b. Should an Assignee be approved by Seller(s), and in the event
prior to Close of Escrow, Assignee is found to be in default of
any of Buyer's obligations as set forth in the Agreement, Buyer
shall be responsible to remedy any such default and to remain
responsible for all requirements set forth in the Agreement and
for any adverse or detrimental actions or affects suffered by
Seller resulting from Buyer's assignment.
7. MINING THE PROPERTY:
a. During the Feasibility Term and before Close of Escrow, Buyer
shall not perform any mining or removal of ore from the
Property(s); neither shall Buyer permit mining of any kind or
removal of ore from the Property(s) by its assigns,
representatives, agents or other related or un-related entities
associated with the Buyer.
8. HOLD HARMLESS REQUIREMENTS:
a. During the Feasibility Term and after Close of Escrow, Buyer, its
representatives, assigns, agents, or any entity associated with
Buyer shall hold Seller(s) harmless from SELLER: any and TIERRA
NATAL REVOCABLE TRUST, and Arizona Trust. actions, charges,
litigation, expenses, and adverse action or affect resulting from
Buyer's feasibility study activities and investigations of the
Property(s).
9. COST OF SALE:
a. Buyer shall be responsible to pay all costs and expenses
associated with the purchase of the Property(s), including, but
not limited to all escrow fees and charges, cost of Buyer's
feasibility study, charges resulting from any tests,
documentation, inspections, environmental assessments, reports or
surveys required or ordered by buyer.
b. Upon request from Buyer, Seller shall make available for Buyer's
inspection any documentation relating to the Property Seller
currently has in its possession and will, upon request provide
letters of authorization that Buyer may need to obtain copies of
all recorded documents relating to the Property(s).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first set forth above.
BUYER: SELLER:
PATRIOT GOLD CORP., TIERRA NATAL REVOCABLE
a Nevada corporation. TRUST, and Arizona Trust.
By: _______________________ By:
Ronald Blomkamp ________________________
President & CEO Barbara Dickie Williams,
Co-Trustee
By:
------------------------
Barbara Dickie Williams,
Co-Trustee
----------------------------
Sharon Marie Anderson
----------------------------
Norma Ann Pirtle
----------------------------
Catherine Jean Calara
----------------------------
Barbara L. Cornelsen
----------------------------
Larry Dickie
----------------------------
Geraldine Dwight
----------------------------
Ernestine Hammon
----------------------------
Dorothy Louise Dickie Pinney
----------------------------
Carol Justice
----------------------------
Richard Pinney
----------------------------
Joann Reynolds Renner
----------------------------
Erin Reynolds
----------------------------
Marcine K. Shuck
----------------------------
Mary Joyce Dickie Thrailkill
----------------------------
Pamela Jean Zeller
----------------------------
Nancy Markham
----------------------------
Betty Lee Atwood
ESCROW AGENT ACCEPTANCE
Escrow Agent hereby: (i) Acknowledges receipt of the Initial Deposit,
(ii) agrees to be bound by the provisions hereof applicable to Escrow Agent,
(iii) agrees to perform its obligations as set forth herein, (iv) if a title
agency, shall upon Opening of Escrow provide Buyer and Seller with an "insured
closing letter" from the insurance company underwriting the Title Policy, and
(v) declares that Opening of Escrow has occurred this _____ day of February,
2004.
FIRST AMERICAN TITLE INSURANCE AGENCY, INC. an Arizona corporation
By:______________________________
Name:____________________________
Its:_______________________________
Exhibit "A"
(Legal Description)
Township 20 North, Range 20 West, Gila and Salt River Base & Meridian:
Williams Property
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Claim Name Mineral Survey No Patent Recorded at Book of
Deeds/Page
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Key No. 1 4484 115/428
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Key No. 2 4484 115/428
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Moss Millsight 4484 115/428
- ------------------------- ---------------------- -------------------------------
Omega 4484 115/428
- ------------------------- ---------------------- -------------------------------
Divide 4484 115/428
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Keystone Wedge 4484 115/428
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All claims located in Section 19 and 30, Township 20 North, Range 20 West, Gila
& Salt River Base & Meridian, Mohave County, Arizona.