EXHIBIT 10.1
MINERAL PROPERTIES LEASE AND OPTION AGREEMENT
EXHIBIT 10.1
MINERAL PROPERTIES LEASE AND OPTION AGREEMENT
This Agreement dated March 18, 2005
BETWEEN:
CHINA NETTV HOLDINGS INC., a Nevada company with offices at
536-999 Canada Place, Vancouver, British Columbia, V6C 3E2
Fax: (604) 641-1377
(herein called "China Net")
AND:
ZHUOLANGJI MINGING INVESTMENT HOLDINGS INC., a Chinese corpora
-tion with a business addresses at Jin Zhu West Road # 75,
Lhasa, Tibet, China
(herein called "Zhuolangji")
WHEREAS:
A. Zhuolangji holds valid exploration permits (the "Permits", copies of which
are attached hereto as Schedule "A") issued by Tibet Office of Ministry of Land
and Recourses , covering certain mineral properties located in Tibet, China as
more particularly described in Schedule "B" attached hereto (the "Properties").
B. China Net intends to secure, and Zhuolangji intends to grant, a leasehhold
interest in the Properties for the purpose of exploration and investigation, and
an option for China Net to earn an 80% interest in the Properties, all pursuant
to the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties do hereby
mutually covenant and agree as follows:
1. Lease and Option:
1.1 In consideration of China Net entering into this Agreement, Zhuolangji
agrees hereby to grant to China Net an exclusive leasehold interest in
the Properties so that China Net may, during the term of this
Agreement, conduct geological and exploratory work on the Properties,
pursuant to a work plan to be agreed upon between the Parties.
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1.2 Zhuoangji further grants an exclusive option (the "Option") to China
Net to earn an 80% interest in each of the Properties, subject to the
terms and conditions hereunder, such option to be exercisable by China
Net in writing any time during the term of this Agreement.
1.3 Zhuolangji shall not, during the term of this Agreement, lease,
transfer, assign, mortgage or sell any of its interest in the
Properties to any third party, and shall not conduct any geological and
exploratory work on the Properties, except with prior written consent
from China Net.
2. Incorporation of an Operating Company
Upon the exercise of the Option by China Net, China Net may, at its
option, decide to incorporate an operating company in China to develop the
Properties.
2.1 If China Net opts to form a Joint Venture Company under Chinese laws,
then Zhuolangji shall hold a 20% interest and China Net shall hold an
80% of interest in the Joint Venture Company, with terms and conditions
of such Joint Venture Company to be specified in a definitive
agreement.
2.2 If China Net opts to form a wholly owned foreign enterprise ("WFOE",
subject to any applicable Chinese laws and regulations), China Net
shall pay Zhuolangji or the founding shareholders of Zhuolangji
US$80,000 in cash for Tangbai Deposit and USD$70,000 in cash for each
of the deposits listed in Schedule A and upon payment thereof, all
rights and interests of Zhuolangji in the Properties and the Permits
shall be transferred to the WFOE.
3. China Net Obligations
3.1 China Net shall perform the following in relation to the Properties:
With regard to Deposits in Schedule A, China Net shall incur
exploration expenditures on each deposit no less than USD$200,000
within 12 months from the date of this Agreement and no less than the
previous year in the second year.
- 3 -
3.2 For greater clarity, China Net shall, when advised by Zhuolangji, make
the prescribed minimum payments payable under applicable Chinese mining
regulations to maintain the validity and effectiveness of the Permits,
and such payments shall be deemed part of the expenditures referred to
above.
3.3 The Parties shall agree on the expenditures to be incurred by China Net
during the balance of term of this Agreement based on findings from the
geological and exploratory work conducted, if China Net has not
exercised its Option within 12 months from the date of this Agreement.
3.4 China Net will, and will educate and cause its officers, employees, and
contractors to, demonstrate cultural and environmental sensitivity, and
respect ethnical and religious traditions, when operating on and around
the Properties.
4. Zhuolangji Obligations
4.1 Zhuolangji shall, during the term of this Agreement, advise China Net
of any payment when due in relation to the Properties under applicable
Chinese mining regulations in order to maintain the validity and
effectiveness of the Permits.
4.2 Zhuolangji shall secure land access to the Properties for China Net,
and generally assist China Net in such a way so that China Net can
conduct necessary geological and exploratory work on the Properties
pursuant to the work plan, provided for hereunder.
4.3 Zhuolangji shall make such filing or registration necessary with
regulatory authorities in China to ensure that China Net's rights and
interest hereunder are recognised and protected.
4.4 Where China Net has exercised the Option, Zhuolangji shall assist China
Net when requested in the establishment of a Joint Venture Company or a
WFOE, as the case may be.
5. Geologic data and findings
Geologic data and findings arising from geologic and exploratory work
conducted pursuant to terms and conditions hereunder shall be owned in the
following manner:
5.1 If the Joint Venture Company or a WFOE is established, owned by the
Joint Venture Company or the WFOE.
5.2 During the term of this Agreement prior to the exercise of the Option
by China Net, so long as China Net has performed its obligations, 80%
owned by China Net and 20% by Zhuolangji.
5.2 In the event of early termination of this Agreement, or upon the expiry
of this Agreement where the Option is not exercised, owned by
Zhuolangji.
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6. Term and Termination
This Agreement shall have a term of 2 years. This Agreement shall
forthwith terminate and all rights and obligations in relation to the Properties
shall revert back to Zhuolangji in circumstances where:
China Net fails to make any cash payment or carry out the expenditures
required in this Agreement on or before the dates set out herein (other
than in circumstances where China Net is prevented from carrying out
any of the Expenditures contemplated herein prior to or on the dates
set out therein due to Force Majeure, in which case the term of this
Agreement may be reasonably extended), unless the Parties otherwise
agree in writing; or
the Parties agree to terminate this Agreement at any time during the
term of this Agreement.
7. Further Documents
Parties agree to do such things and sign such further documents to
complete the transactions contemplated herein.
8. Counterparts
This Agreement may be executed in counterpart and by facsimile
transmission with the same effect as if both parties had originally signed the
same document. All counterparts will be construed together and constitute one
and the same agreement.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the dates detailed below.
CHINA NETTV HOLDINGS INC.
Per: /s/ Anthony Garson /s/ Maurice Tsakok
----------------------- ---------------------------
Authorized Signatory
Name: Anthony Garson Maurice Tsakok
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ZHUOLANGJI MINIG INVESTMENT HOLDINGS INC
Per:___________________________
Authorized Signatory
Name:_________________________
Schedule B List of Zhuolangji Properties
- ---------------------------------------------------------------------------------------------------------------------------------
Area Minimum
SR No. Owner-ship (sq. State spending Certificate
Name of Properties /Title Minerals km) Period of validity Investment (Req. ann.) number
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
1 BANDE Zhuolangji Cu 94.20 2004.07.22--2006.07.21 114,878.05 5400000410537
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
2 BANONGLA Zhuolangji Au, Cu 69.58 2004.10.09--2006.10.08 84,853.66 5400000410806
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
3 JIAMA(S) Zhuolangji Pb, Cu 30.39 2003.11.24--2005.11.21 37,060.98 5400000310748
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
4 TANGBAI Zhuolangji Au, Cu 41.90 2004.05.28--2006.05.01 51,097.56 5400000410368
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
5 WADA Zhuolangji Cu 29.41 2004.07.22--2006.07.21 35,865.85 5400000410538
- ------- -------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
Total 129.38 323,756.10
- ---------------------------- ----------- ---------- -------- ----------------------- ------------- ------------ -----------------
1 US$ = 8.2 Yuan RMB