AGREEMENT
THIS AGREEMENT is made as of the 5th day of March
, 1999.
BETWEEN:
BELMONT RESOURCES INC., a company duly incorporated pursuant
to the laws of the Province of British Columbia and having
an office at 1180 - 666 Burrard Street, Vancouver, British
Columbia, V6C 2X8.
("BEO")
OF THE FIRST PART AND:
MIKE LAVOIE, of Box 386 Val d'Or, Quebec, J9P 4P4.
("LAVOIE")
OF THE SECOND PART
WHEREAS:
I. LAVOIE is the legal and beneficial owner of a 100% interest
in certain claims located in the Lac Rocher Area, Quebec,
(the "Property") as further described in Schedule "A"
attached.
II. LAVOIE wishes to grant and BEO wishes to acquire a 100%
interest in LAVOIE's right, title and interest in the Property on
the terms and conditions set out in this Agreement.
NOW THEREFORE WITNESSETH that in consideration of the premises
and mutual promises, covenants, conditions, representations and
warranties herein set out, the parties agree as follows:
1. ACQUISITION
(a) LAVOIE hereby grants to BEO the sole and exclusive right and
option (the "Option") to acquire a 100% interest in LAVOIE's
interest in and to the Property, free and clear of all liens,
charges, encumbrances, claims rights or interest of any person
and such option shall be deemed to have been exercised upon the
completion of the following:
(i) Paying LAVOIE $30,000 Cdn. within two days of signing of
this Agreement;
(ii) Paying LAVOIE $25,000 Cdn. upon Vancouver Stock Exchange
("VSE") approval of this Agreement;
(iii) Payment of 50,000 shares of BEO to LAVOIE within 15
days of VSE approval, which shares shall be subject to a one (1)
year hold period;
(iv) Payment of an additional 50,000 shares of BEO to LAVOIE
within 15 days of VSE approval of a Geological Report which
outlines geological merit and a recommendation for specific
exploration on the property;
(b) All payments shall be made by certified cheque or wire
transfer to LAVOIE to such address as LAVOIE will instruct BEO.
2. DUTIES AND OBLIGATIONS
BEO shall have full right, power and authority to do
everything necessary or desirable to explore, develop, put
the Property into commercial production and to operate the
Property subject to a two percent (2%) Net Smelter Return
payable to LAVOIE with a one percent (1%) buy-out for $1
million dollars. In addition to the Net Smelter a
Prospectors Production Bonus of 50,000 shares of BEO shall
be paid to LAVOIE within 60 days following commencement of
commercial production.
"Net Smelter Return" shall mean the net sum in dollars
received or to be received by BEO for the ores, minerals,
metals, or other saleable products sold to an "arm's length"
Purchaser (as that term is defined in the Income Tax Act of
Canada) after deductions for all of the following:
(i) custom smelting costs, treatment charges and penalties
including, but without being limited to, metal losses, and
penalties for impurities;
(ii) all costs of transporting such ores, minerals or metals from
such lands to places of treatment; and
(iii) taxes of any kind, including sales taxes, levied on
such ores, minerals or metals or on their production or sale but
excluding income taxes.
"Commercial Production" means the operation of the Property
or any portion thereof as a producing mine and the
production of mineral products therefrom (excluding bulk
sampling, pilot plant or test operations);
3. TRANSFER OF PROPERTY
(i) Upon the payment of monies and issue of shares described in
Section 1, LAVOIE shall execute all such effectual and valid
transfers of the Property and such other documents as BEO may
deem necessary to transfer to BEO a 100% undivided interest in
and to the Property free and clear of all encumbrances save and
except the royalties described in Section 2 and shall deliver
the same to BEO.
(ii) BEO may at any time sell, transfer or otherwise dispose of
all or any portion of its interest in and to the Property and
this Agreement, except that its obligations hereunder shall
continue unless released in writing by LAVOIE.
4. WHOLE AGREEMENT
This Agreement constitutes and contains the entire agreement
and understanding between the parties and supersedes all
prior agreements, memoranda, correspondence, communications,
negotiations and representations, whether oral or written,
express or implied, statutory or otherwise between the
parties or any of them with respect to the subject matter
hereof. This Agreement may not be changed orally but only by
an agreement in writing, signed by the party against which
enforcement, waiver, change, modification or discharge is
sought.
5. FURTHER DOCUMENTS
The parties shall execute such other documents and do such
other things that may be reasonably necessary to give full
effect to the transactions contemplated hereby.
6. GOVERNING LAW
This Agreement shall be subject to and governed in
accordance with the laws of the Province of British
Columbia, Canada, and the parties hereto do attorn to the
exclusive jurisdiction of the Courts of the Province of
British Columbia.
7. ENUREMENT
The agreement formed by acceptance of the terms and
conditions set out herein shall enure to the benefit of and
be binding upon the parties, their respective heirs,
successors and permitted assigns.
8. TIME
Time is of the essence.
9. COUNTERPARTS AND FACSIMILE SIGNATURE
This Agreement may be signed in counterpart, which
counterparts taken together shall constitute one and the
same agreement and any facsimile together shall be taken as
an original.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the day, month and year first above written.
The Corporate Seal of
BELMONT RESOURCES INC.
was hereunto affixed in the presence of:
/s/____________________________
Director
/s/____________________________
Director
SIGNED, SEALED AND DELIVERED
by MIKE LAVOIE, in the presence of:
_________________________
Name
/s/_________________________
______________________________ MIKE LAVOIE
Address
______________________________
Occupation