Option to Purchase Mining Claims
1. Names
This contract is made by Rogue Silicates Inc., an Oregon corporation
doing business as Rogue (Seller), and ADVANCED MINERAL TECHNOLOGIES
INC., a Wyoming corporation doing business as AMT Inc. (Purchaser).
2. Option to Purchase Mining Claims In exchange for $ 5,000.00 per year
that Purchaser will pay to Seller as an option fee, Seller grants to
Purchaser the option to purchase the property commonly known as the
Wizard Island Mining Claims and the Rogue Mining Claims, located in
Section 13, 14 and 15 Township 29 South, Range 3 East, Willamette
Meridian, Douglas County, Oregon.
The legal description of the property is as follows:
BLM Record Book Page
Wizard Island #1 0147269 1273 825
Wizard Island #2 0147370 1273 826
Wizard Island #3 0147271 1273 827
Rogue #9 0159323 2004 029660
Rogue #10 0159284 2004 029661
Rogue #11 0159285 2004 029662
Rogue #12 0159324 2004 029663
Rogue #19 0159327 2004 029670
Rogue #20 0159328 2004 029671
Rogue #22 0159329 2004 029673
Section 13, 14 and 15 Township 29 South Range 3 East, Willamette
Meridian
If Purchaser exercises this option, Seller will transfer the property
to Purchaser on the terms stated in this contract. The conveyance will
be subject to easements and restrictions of record.
3. Exercise of Option
Purchaser may exercise this option by delivering to Seller, on or
before June 1,2008, a written notice of exercise of option. Purchaser
may deliver the notice by sending it to Seller's office at 7234 N.
Applegate Rd., Grants Pass, Oregon 97527 by certified mail or private
overnight mail service, in which case the notice will be treated as
delivered when placed in the possession of the U.S. Postal Service or
the private carrier.
4. Purchase Price
If Purchaser exercises the option, the purchase price is $10,000,000.
The option fee will not be applied toward the purchase price. The
purchase price will be paid at closing in cash, cashier's check or
common stock providing AMT Inc. is a public company.
5. Access to Property Upon reasonable notice to Seller, Purchaser and
others chosen by Purchaser may enter the property at reasonable times
t; perform an environmental inspection and a boundary 1ine survey, as
desired by Purchaser. Such inspections will be at Purchaser's expense.
AMT has the right to mine their product from the open pit area located
in Section 11, Township 29-South, and Range 3 East. Any drilling,
sampling or any other work pertaining to the mines can be done at the
buyer's own expense.
6. Special Assessments Seller will pay any special assessments that are
a lien on the property at the date of closing. Purchaser will pay any
special assessments that become a lien on the property after the date
of closing.
7. Closing and Possession
If Purchaser exercises the option in accordance with the terms of this
Agreement, the purchase will be closed on June 1, 2008. Possession of
the property will be given to Purchaser at closing.
8. Transfer of Title
Seller will transfer marketable title to the property to Purchaser by a
quitclaim deed.
9. Default
If Purchaser defaults after giving Seller notice of Purchaser's
intention to exercise the option to purchase, Seller may (1) pursue
legal remedies or (2) cancel this contract and claim the option fee as
liquidated damages. If Seller defaults, Purchaser may (1) enforce this
contract, (2) demand a refund of the option fee in termination of this
contract or (3) pursue legal remedies.
10. Disputes
If a dispute arises, either party may take the matter to court.
11. Entire Agreement
This is the entire agreement between the parties. It replaces and
supersedes any and all oral agreements between the parties, as well as
any prior writings.
12. Successors and Assignees
This contract binds and benefits the heirs, successors and assignees of
the parties.
13. Notices
All notices must be in writing. Except as provided in Paragraph 3,
notice may be delivered to a party at the address that follows a
party's signature or a new address that a party designates in writing.
A notice may be delivered:
- in person
- by certified mail, or
- by overnight courier.
14. Governing Law
This contract will be governed by and construed in accordance with the
laws of the state of Oregon.
15. Counterparts
This contract may be signed by the parties in different counterparts
and the signature pages combined will create a document binding on all
parties.
16. Modification
This contract may be modified only by a written agreement signed by all
the parties.
17. Waiver
If one party waives any term or provision of this contract at any time,
that waiver will be effective only for the specific instance and
specific purpose for which the waiver was given. If either party fails
to exercise or delays exercising any of its rights or remedies under
this contract, that party retains the right to enforce that term or
provision at a later time.
18. Severability
If any court determines that any provision of this contract is invalid
or unenforceable, any invalidity or unenforceability will affect only
that provision and will not make any other provision of this contract
invalid or unenforceable and such provision shall be modified, amended
or limited only to the extent necessary to render it valid and
enforceable.
SELLER
Rogue Silicates Inc.,
an Oregon corporation doing business as Rogue
7234 N Applegate Rd.
Grants Pass, Oregon 97527
By:/s/Bruce Mesman
- -----------------------------------------
Bruce Mesman
President
PURCHASER
ADVANCED M1NERAL TECHNOLOGIES INC.,
a Wyoming corporation doing business as AMT Inc.
1107 W. 6th St.
Cheyenne, Wyoming 82001
By: /s/Gary Arthur
- ------------------------------------------
Gary Arthur
President