EXHIBIT 10.1
SALE AGREEMENT
THIS AGREEMENT made as of this 26th day of June, 2001
BETWEEN:
DOUGLAS MANLEY PAYNE, of 1709-89th Street, Dawson Creek, British Columbia,
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Canada V1G 1A1
(hereinafter called "Payne"
OF THE FIRST PART
AND:
VALEMONT SUPPLY LIMITED.
6779 Blackwell Rd, Kamloops, British Columbia, Canada V2C 6V7
(hereinafter called "VSI")
OF THE SECOND PART
WHEREAS:
A. Payne owns the mineral claims, namely the Mica Mineral Claims, situated in
the Cariboo Mining Division in the Province of British Columbia referred to
herein as the "Mica Claims", the particular of which make up Appendix A.
B. Payne has agreed to sell to VSI the Mica Claims for US$30.000 (Thirty
Thousand) cash and a Royalty on other terms and conditions hereinafter set
forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.0 DEFINITIONS
1.01 In this agreement and in all schedules attached to and made a part hereof,
the following words and phrases shall have the following meanings, namely;
(a) reference herein to the "Mica Claims" includes any mineral leases or
other interests into which such mineral claims may have been
converted;
(b) "ROYALTY" means the grant by VSI to Payne as set forth in paragraph
4.01 hereof.
2.0 REPRESENTATION AND WARRANTIES OF DAEM
2.01 Payne represents and warrants to VSI that:
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EXHIBIT 10.1
(a) he is the registered and beneficial owner of each of the Mica Claims,
and that the Mica Claims were properly and legally staked, recorded
and tagged in compliance with laws of the Province of British
Columbia, and there are no disputes over the title, the staking or the
recording of the Mica Claims.
(b) He is the holder of a valid Free Miner's Certificate issued pursuant
to the laws of the Province of British Columbia and shall maintain
such license in good standing for the remainder of 2001. Appendix B
(c) The Mica Claims are in good standing with the Office of the Mining
Recorder, having an expiry date as per Appendix A , and are free and
clear of any claims, liens, charges or encumbrances of any nature and
no adverse claim or challenge against the ownership of or title to the
Mica Claims has been made nor to the knowledge of Payne is there any
basis therefor and there are no outstanding agreements or options to
acquire or purchase the Mica Claims or any part thereof.
2.02 Payne acknowledges that the representations and warranties set forth herein
form part of this agreement and are the conditions upon which the VSI has
relied in entering into this Agreement, and that these representations and
warranties shall survive the sales agreement for the Mica Claims hereunder
by VSI.
3.0 REPRESENTATIONS AND WARRANTIES OF VSI
3.01 VSI represents and warrants to Payne that:
(a) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Washington, United States Of
America with full power, absolute authority and capacity to enter into
this Agreement and to carry out the transactions contemplated hereby,
all of which have been duly and validly authorized by all necessary
corporate proceedings.
3.02 VSI acknowledges that the representations and warranties hereinbefore set
out form a part of this Agreement and are conditions upon which Payne has
relied in entering into this Agreement, and that these representations and
warranties shall survive the sale of the Mica Claims hereunder to VSI
4.0 ROYALTY PAYMENTS
4.01 VSI hereby grants to Payne the sole and exclusive right to a Royalty on the
Mica produced from the Mica Claims subject to the terms of this Agreement
on the following terms and conditions, namely:
(a) VSI shall pay $30,000.00 to Payne within seven days of the Acceptance
Date of the sales agreement;
(b) VSI shall pay or cause to be paid $2.00 US per ton of pit run of Mica
containing ore extracted from the Mica Claims, this payment
constitutes a net royalty payment to Payne. This payment is to be made
within 30 days of the pit run Mica leaving the Mica Claims.
(c) the price per ton will be negotiated at the end of the first five
years and each five years thereafter. The price renewal will not
exceed the United States of America inflation rate, nor be less than
the preceding five year period.
5.0 TRANSFER OF CLAIMS
5.01 Upon execution of this Agreement, Payne shall deliver to the VSI a duly
executed registrable BILL OF SALE ABSOLUTE.
5.02 VSI shall be entitled to at its own expense and under the terms and
conditions of this Agreement have cause to direct the title of the claims
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EXHIBIT 10.1
to the holder of choice so long as it complies with all regulatory bodies
in the involved jurisdictions in particular the Province of British
Columbia and the B.C. Minerals Commission.
6.0 TERMINATION
6.01 if VSI for any reason including none payment of assessment to the B.C.
Minerals Commission drops or should loose all or part of the Mica Claims
(Appendix A) through any default whatsoever Payne shall have first right to
obtain the MICA CLAIMS by any remedy necessary to make up the default.
Notice of an intended default must be delivered on a timely bases so as to
effect a cure prior to the claims going back to the Crown.
6.02 upon termination of this Agreement, VSI shall deliver to Payne such
registerable transfers as are necessary to transfer to Payne all Mica
Claims forming part of this Agreement.
7.0 OBLIGATIONS OF VSI
7.01 VSI hereby covenants and agrees;
(a) it will permit Payne or a duly authorized agent, upon reasonable prior
notice to VSI, to have access to Mica Claims in order to examine ore
removed by or on behalf of VSI provided, however, that neither Payne
nor his agents shall interfere or obstruct the operation of VSI , its
servants and agents on the Mica Claims, and further provided that
Payne or its agents shall enter upon the Mica Claims at their own risk
and that Payne agrees to indemnify and save VSI harmless from all loss
and damage of any nature or kind whatsoever in any way referable to
the entry of, or presence on, or activities of either Payne or its
agents while on the Mica Claims, including, without limiting the
generality of the foregoing, bodily injuries or death at any time
resulting therefrom and damage to property sustained by any person or
persons;
(b) to provide Payne with copies of all sales reports relating to the Mica
Claims, at VSI's cost, forthwith upon any such reports being prepared.
8.0 OBLIGATION OF PAYNE
8.01 Payne hereby covenants and agrees that:
(a) no use will be made of VSI or any company associated with VSI in any
document or release made to Payne without the prior written approval of
VSI;
(b) any information acquired by Payne relating to the Mica Claim's with a
direct bearing on the Sales Agreement shall be confidential and shall not
be released or communicated to any person, firm or corporation without the
prior written approval of VSI.
(c) Payne will not deal, or attempt to deal the right and interest in the Mica
Claims with regard to its royalty in any way that would or might affect the
right of VSI.
9.0 DISPOSITION OF INTEREST BY PAYNE
9.01 If Payne should receive a bona fide offer from an independent third
party ( the "proposed purchaser") dealing at arm's length with
Payne to purchase all or substantially all of its Royalty interest in the Mica
claims, which offer Payne desires to accept, or if Payne intends to sell all or
substantially all of his Royalty interest in the Mica claims, Payne shall first
offer (the offer) such interest in writing to VSI upon terms no less favorable
than those offered by the proposed purchaser or intended to be offered by Payne,
as the case may be. VSI has sixty (60) days accept the offer. If within a
period of sixty days of the receipt of the offer VSI notifies Payne in writing
that it will accept the same, Payne shall be bound to sell such interest to VSI
on the terms and conditions of the offer. VSI shall in such case pay to
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EXHIBIT 10.1
Payne, against the receipt of an absolute transfer of clear and unencumbered
title to the Royalty interest of Payne being sold. If VSI fails to notify Payne
before the expiration of the time limited therefore that it will purchase the
interest offered, Payne may sell and transfer such interest to the proposed
purchaser at the price and on the terms and conditions specified in the offer.
10.0 NOTICE AND PAYMENT
10.01 Each notice, demand or the communication required or permitted to
be given under this Agreement shall be in writing and shall be sent by prepaid
registered mail deposited in a Post Office in Canada addressed the party
entitled to received same, or delivered to such party, at the address for such
party specified on the first page thereof. The date of receipt of such notice,
demand or other communication shall be the date of delivery thereof if
delivered, or, if given by registered mail as aforsaid, shall be deemed
conclusively to be the third day after the same shall have been so mailed
except in the case of interruption of the third day after the same shall have
been so mailed except in the case of interruption of postal services for any
reason whatsoever, in which case the date of receipt shall be the date upon
which notice, demand or other communication is actually received by the
addressee.
10.02 Any party may at any time and from time to time notify any other
party in writing of a change of address and the new address to which notice
shall be given to thereafter until further change.
10.03 Any payment that VSI may decide to make or cause to be made to
Payne hereunder shall be deemed to have been well and truly made if a cheque
payable to Payne in the appropriate amount has been delivered to the addressee
hereof in accordance with the provisions of paragraph 10.01 hereof, the
provisions of which shall apply, mutatis mutandis, as if such cheque was a
notice given hereunder.
11.0 FURTHER ASSURANCE
11.01 Each of the parties hereto agrees to do and/or execute all such
further and other acts, deeds, things, devices, documents and assurances as may
be required in order to carry out the true intent and meaning of the Agreement.
12.0 ENTIRE AGREEMENT
12.01 The parties hereto agree that the terms and conditions of this Agreement
shall supersede and replace any other agreements or arrangements, whether
oral or written, heretofore existing between the parties in respect of the
subject matter of this Agreement.
13.0 REGULATORY APPROVAL
13.01 This Agreement is subject to the approval of the securities
regulatory authorities having or which will have jurisdiction over the affairs
of VSI.
14.0 GOVERNING LAW
14.01 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia.
15.0 ENUREMENT
15.01 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of their heirs, executors, administrators, successors
and assigns, as the case may be.
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EXHIBIT 10.1
WHEREOF IN WITNESS this Agreement has been executed as of the day and year first
above written
/s/ Douglas Payne
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DOUGLAS MANLEY PAYNE
THE COMMON SEAL of
VALMONT SUPPLY LIMITED was C/S
Hereunto affixed in the
Presence of:
/s/ A.E. Daem
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Authorized Signatory
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