AGREEMENT
This Agreement, made effective as of the 15 day of December 1999, is
entered in by and between COLUMBIA RIVER RESOURCES INC. (hereinafter referred to
as CRVV), a corporation formed under the laws of the State of Nevada, USA, with
its head office located at 304 - 856 Homer Street, Vancouver, British Columbia,
Canada, and AYACO (GHANA) LIMITED (hereinafter referred to as Ayaco), a business
corporate entity incorporated under the laws of the Republic of Ghana, with its
head office located at P.O. Box 5999, Accra - North, Ghana.
WHEREAS, Ayaco owns a 100% interest in the Tanoso Reconnaissance License, dated
5 July 1999, for the property located in both the Brong Ahafo and Ashanti
Regions of Ghana. The licence area is 380 kilometres northwest of Accra and 20
kilometres east of Sunyani. The licence area is comprised of an eastern and
western block which are separated by the Yaya and Mankrang Forest Reserves in
the north and south, respectively. Exploration is currently prohibited in the
forest reserves. The western block lies within latitude 7(degrees)15' and
7(degrees)25'N and longitude 2(degrees)10' and 2(degrees)03'W, while the eastern
part lies within latitude 7(degrees)20' and 7(degrees)30'N and longitude
2(degrees)05' and 1(degree)55'W., which is subject to a 10% carried net profit
interest payable to the Government of Ghana (hereinafter referred to as the
License); and
WHEREAS, on September 28, 1999, Ayaco and CRVV entered into a Binding
Heads of Agreement granting CRVV an option to acquire the License; and
WHEREAS, as consideration for the option, CRVV issued 100,000 shares of
its common stock to Ayaco; and
WHEREAS, CRVV has exercised its option to acquire the License; and
WHEREAS, pursuant to the September 28, 1999 agreement, the parties
intended to enter into a subsequent binding agreement that would
supercede all terms and conditions of the September 28, 1999 agreement;
and
WHEREAS, the parties desire to enter into that subsequent binding
agreement at this time;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for good and valuable consideration, the receipt of which
is hereby acknowledge, the parties agree as follows:
A. EARN-IN
The parties agree that CRVV has exercised its option to acquire the License, and
that the purchase price and obligations for the License shall be as follows:
1) CRVV and its joint venture partners, if any, shall assume all
funding and development relating to the License as outlined in the
report by CME & Company, dated September 30, 1999, and attached
hereto as Exhibit A;
2) Pursuant to the exemption from registration contained in
Section4(2) of the Securities Act of 1933, as amended, CRVV shall
issue 1,000,000 shares of common stock to Ayaco in the following
amounts:
a. Within 20 days from the execution date of this
Agreement, CRVV shall issue 500,000 shares of common
stock, at a price of $0.15 per share; and
b. Upon the first anniversary date of this Agreement, CRVV
shall issue 500,000 shares of common stock, at a price
of $0.15 per share.
3) This Agreement in no way restricts CRVV from issuing additional
shares of its capital stock for matters either related or not
related to this Agreement.
4) Following completion of the items set forth above in this Section
A, Ayaco shall immediately transfer title to the License to CRVV,
and CRVV shall have earned a 100% ownership interest in the
License subject to a 10% net profit interest payable to Ayaco and
a 10% net profit interest payable to the Ghana government.
B. CONDITIONS
1. All work is to be carried out under the direction of CME & Company
of Guernsey, the Channel Islands.
2. CRVV shall have the absolute right to terminate this Agreement at
anytime by providing written notice to Ayaco at the address set forth
herein. The parties agree that upon termination, CRVV and Ayaco shall
not be responsible for any unfulfilled, outstanding or further
obligations under this Agreement.
C. REPRESENTATIONS AND WARRANTIES
1. Ayaco, its officers, directors and representative hereby represent and
warrant to CRVV, and acknowledge that CRVV is relying upon such
representations and warranties, as follows:
a) This Agreement has been duly authorized, executed and delivered by
Ayaco and is a valid and binding obligation of Ayaco;
b) Ayaco is duly incorporated and validly existing under the laws of
Ghana;
c) Ayaco owns a 100% interest in the Tanoso Reconnaissance
License, subject to a 10% net profit interest payable to the
Ghana government, dated 5/7/99, for the property located in
both the Brong Ahafo and Ashanti Regions of Ghana. The licence
area is 380 kilometres northwest of Accra and 20 kilometres
east of Sunyani. The licence area is comprised of an eastern
and western block which are separated by the Yaya and Mankrang
Forest Reserves in the north and south, respectively.
Exploration is currently prohibited in the forest reserves.
The western block lies within latitude 7(degrees)15' and
7(degrees)25'N and longitude 2(degrees)10' and 2(degrees)03'W,
while the eastern part lies within latitude 7(degrees)20' and
7(degrees)30'N and longitude 2(degrees)05' and 1(degrees)55'W.,
and shall retain said title and ownership during the term of
this Agreement; and
d) During the term of this Agreement, Ayaco shall maintain the
property and the License in the same condition and status as
they were on the date of this Agreement.
2. CRVV hereby represents and warrants to Ayaco, and acknowledges that
Ayaco is relying upon such representations and warranties, as follows:
a) This Agreement has been duly authorized, executed and delivered by
CRVV and is a valid and binding obligation of CRVV; and
b) CRVV is duly incorporated and validly existing under the
laws of the State of Nevada, in the United States of America.
E. MISCELLANEOUS
1. This Agreement shall supersede any and all other agreements between
the parties relating to the matters set forth herein.
2. Any amendments to this Agreement shall be in writing signed by all
of the parties hereto.
3. This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will
constitute one and the same instrument.
4. This and all subsequent Agreements are governed by the laws and
exclusive jurisdiction of England.
5. CRVV shall have the absolute right, in its sole discretion, to
assign, subcontract, farm-out, or otherwise transfer any or all its
obligations and funding requirements under this Agreement, except for
the issuance of CRVV's common stock.
6. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and the respective successors and assigns.
In witness whereof the parties hereto have executed and delivered this Agreement
as of the 10th day of December, 1999.
COLUMBIA RIVER RESOURCES INC. AYACO (GHANA) LIMITED
/s/ Robert R. Ferguson /s/ Alex Adjei
- -------------------------------- ----------------------------------
Robert R. Ferguson, President Alex Adjei, Director
/s/Alhaji Nantogma Abudlai
----------------------------------
Alhaji Nantogma Abudulai, Director
Agreement
Dated November 18, 1999
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