EXPLORATION LICENSE TRANSFER AGREEMENT
THIS AGREEMENT is made effective the 2nd day of June, 2005
BETWEEN:
MINE INFO LTD
PO BOX 222, SKY PLAZA, SUITE 32
ULAANBAATAR
MONGOLIA
Fax: +976 132 8461
(hereinafter called "Seller") OF THE FIRST PART
AND:
Dragon Gold Resources, Inc.
338 Euston Road, Suite 323
London - NW1 3BT
United Kingdom
Fax: +44 (0) 207 416 4975
(hereinafter called "Buyer") OF THE SECOND PART
WHEREAS:
A) Seller is the owner of an undivided 100% right, title and interest in
and to certain Mining Claims more particularly described on (Schedule
"A") attached to this Agreement;
B) Buyer wishes to acquire a 100% interest in the Seller's property on
the terms and subject to the conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents,
the parties hereby agree as follows:
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) "Property" means all of the mineral claims described in
Schedule "A" and all mining leases and other mineral interests
derived from any such mineral claims. Any reference herein to
any mineral claims comprised in the Property includes any
mineral leases or other interests into which such mineral
claims may have been converted.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.01 The Seller represents and warrant to the Buyer that:
(a) it is the owner of an undivided one hundred percent (100%)
right, title and interest in the Property, free of any liens,
charges or claims of others.
(b) it is legally entitled to hold its interests in the Property
and will remain so entitled until the interests of the Seller
as set out herein in the Property has been duly transferred to
the Buyer as contemplated herein;
(c) it is, and at the time of the transfer to the Buyer, the owner
of the interest in the Property so transferred free and clear
of all liens, charges and claims of others, and no taxes,
annual license fees, rentals, or other charges or penalties,
are due in respect thereof;
(d) the mineral claims comprising the Property have been duly and
validly located pursuant to the laws of the Mongolia and are
recorded in the name of the Seller and are in good standing in
the Office of the Geological and Mining Cadaster (OGMC) of the
Mineral Resources Authority of Mongolia (MRAM) on the date
hereof and until the dates set out on the attached Schedule
"A";
(e) there is no adverse claim or challenge against or to the
ownership of or title to the Property, nor to their knowledge
is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Property or
any portion thereof,
(f) the consummation of the transaction 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, any indenture, agreement or other instrument whatsoever to
which the Seller is a party or by which any of them is bound
or to which any of them may be subject;
(g) no proceedings are pending for, nor is the Seller aware of any
basis for the institution of, any proceedings leading to the
placing of any of them in bankruptcy or subject to any laws
governing the affairs of insolvent persons.
2.02 The Seller acknowledges that the representations and warranties set
forth in paragraph 2.01 hereof form a part of this Agreement and are
conditions upon which the Buyer has relied in entering into this
Agreement, and that these representations and warranties shall survive
the acquisition of any interest in the Property hereunder by the Buyer.
2.03 The parties also acknowledge and agree that the representations and
warranties set forth in paragraph 2.01 hereof are provided for the
exclusive benefit of the Buyer, and a breach of any one or more thereof
may be waived by the Buyer in whole or in part at any time without
prejudice to its rights in respect of any other breach of the same or
any other representation or warranty.
REPRESENTATIONS AND WARRANTIES OF THE BUYER
3.01 The Buyer represents and warrants to the Seller that:
(a) it has been duly incorporated under the Nevada Revised
Statutes and validly exists as a corporation in good standing
under the laws of Nevada (US) and is legally entitled to hold
mineral property interests in Mongolia;
(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 transaction
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, its Articles or
constating documents or any shareholders' or directors'
resolution, indenture, agreement or other instrument
whatsoever to which it is a party or by which it is bound or
to which it may be subject;
TERMS OF AGREEMENT AND COMMITMENTS
4.01 The Seller hereby agrees to transfer to the Buyer an undivided one
hundred percent (100%) right, title and interest in and to the
Property, free and clear of all claims, liens, charges and
encumbrances, save and except for those set forth in this Agreement, on
the following terms and conditions:
(a) the Buyer making a total cash payment of US$19,000 to the
Seller, according to the following schedule:
(i) 50% or US$9,500 upon the execution of this Agreement
by all parties;
(ii) the remaining 50%, or US$9,500, upon the transfer of
the exploration license is registered with the
appropriate authorities in Mongolia;
(b) the Buyer will assume the payment of the full second year
exploration license fees that correspond to the Property, as
well as the related transfer and registration fees required
for the execution of this Agreement
4.02 Upon the execution of this Agreement, the Seller also agrees on the
following:
(a) the Seller will provide the Buyer with all the necessary
geological information on the properties, maps and reports on
the Property (including regional and property geological,
geochemical, and geophysical survey maps and reports and other
works on the properties if such works existed) so that the
Buyer can evaluate the Property;
(b) the Seller shall cause to be delivered to the Buyer duly
executed recordable transfers in favour of the Buyer or its
trustees or subsidiaries of an undivided one hundred percent
(100%) interest in and to the Property, which the Buyer shall
be entitled to record with the appropriate governmental
office;
4.03 Notwithstanding any of the provisions of this Agreement, the parties
specifically agree that the Buyer will not be responsible for
rectifying any environmental damage sustained on the Property prior to
the date hereof.
MISCELLANEOUS
5.01 All references to monies hereunder will be in lawful currency of the
United States of America unless otherwise specified.
5.02 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 this
Agreement, including the registration thereof against any of the
mineral property interests comprising the Property at the request of
any party.
5.03 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 among the
parties in respect of the subject matter of this Agreement.
5.04 Counterparts. This Agreement and any certificate or other writing
delivered in connection herewith may be executed in any number of
counterparts and any party hereto may execute any counterpart, each of
which when executed and delivered will be deemed to be an original and
all of which counterparts of this Agreement or such other writing, as
the case may be, taken together, will be deemed to be one and the same
instrument. The execution of this Agreement or any other writing by any
party hereto will not become effective until all counterparts hereof
have been executed by all the parties hereto.
5.05 Execution by Fax. Each of the parties hereto will be entitled to rely
upon delivery by facsimile of executed copies of this Agreement and any
certificates or other writings delivered in connection herewith, and
such facsimile copies will be legally effective to create a valid and
binding agreement among the parties in accordance with the terms and
conditions of this Agreement.
5.06 Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach thereof shall be settled by arbitration in
the City of Houston, Texas in accordance with the rules then existing
of the American Arbitration Association and judgment upon the award may
be entered in any Court having jurisdiction thereof.
5.07 Headings. The headings to the respective paragraphs hereof shall
not be deemed as part of this Agreement but shall be regarded as
having been used for convenience only.
5.08 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, and the federal laws
of the United States of America applicable therein.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
MINE INFO LTD Dragon Gold Resources, Inc.
- -------------------------- --------------------------
S.D. Turbat, General Manager Johannes Petersen
President & CEO
--------------------------
Xiaojun (Albert) Cui
Director
SCHEDULE "A"
Claims registered to Seller at the Office of the Geological and Mining Cadaster
(OGMC) of the Mineral Resources Authority of Mongolia (MRAM) immediately before
the execution of this Agreement.
- ------ --------------- --------------- -------------------------- --------- --------------- ------------------ ---------------
License No. Issue Date Coordinates Area Province(s) Subprovince(s) Area Name
- ------ --------------- --------------- -------------------------- --------- --------------- ------------------ ---------------
1 7389X 2004-05-05 102(0)20'00" 45(0)58'20" 6,126 Uvurkhangai Taragt Del Khad
102(0)17'40" 45(0)53'00"
102(0)23'20" 45(0)58'20"
102(0)17'40" 45(0)56'20"
102(0)23'20" 45(0)53'00"
102(0)20'00" 45(0)56'20"
- ------ --------------- --------------- -------------------------- --------- --------------- ------------------ ---------------
2 7390X 2004-05-05 102(0)30'00" 46(0)05'20" 17,226 Uvurkhangai Taragt Oyut Area
102(0)34'00" 45(0)59'00"
102(0)42'00" 46(0)05'20"
102(0)34'00" 46(0)00'00"
102(0)42'00" 45(0)59'00"
102(0)30'00" 46(0)00'00"
- ------ --------------- --------------- -------------------------- --------- --------------- ------------------ ---------------