EXHIBIT 10.2
MINERAL PROPERTY LEASE AND OPTION AGREEMENT
EXHIBIT 10.2
MINERAL PROPERTY LEASE AND OPTION AGREEMENT
This Agreement dated April 8, 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:
Xi Hua MINGING DEVELOPMENT INC., a Chinese corporation with a
business addresses at Jin Zhu West Road # 75, Lhasa, Tibet,
China
(herein called "Xihua")
WHEREAS:
A. Xihua 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 mineral property located in Tibet, China Know as Donggapu
as more particularly described in Schedule "B" attached hereto (the "Property").
B. China Net intends to secure, and Xihua intends to grant, a leasehhold
interest in the Property for the purpose of exploration and investigation, and
an option for China Net to earn an 60% interest in the Property, 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, Xihua
agrees hereby to grant to China Net an exclusive leasehold interest in
the Property so that China Net may, during the term of this Agreement,
conduct geological and exploratory work on the Property, pursuant to a
work plan to be agreed upon between the Parties.
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1.2 Xihua further grants an exclusive option (the "Option") to China Net to
earn an 60% interest in each of the Property, 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 Xihua shall not, during the term of this Agreement, lease, transfer,
assign, mortgage or sell any of its interest in the Property to any
third party, and shall not conduct any geological and exploratory work
on the Property, 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
Property.
If China Net opts to form a Joint Venture Company under Chinese laws,
then Xihua shall hold a 40% interest and China Net shall hold an 60% of
interest in the Joint Venture Company, with terms and conditions of
such Joint Venture Company to be specified in a definitive agreement.
3. China Net Obligations
3.1 China Net shall perform the following in relation to the Property:
With regard to Dongapu Deposit, China Net shall incur exploration
expenditures totalling no less than USD$350,000 within 12 months from
the date of this Agreement and no less than the previous year in the
second year.
3.2 For greater clarity, China Net shall, when advised by Xihua, 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 Property.
4. Xihua Obligations
4.1 Xihua shall, during the term of this Agreement, advise China Net of any
payment when due in relation to the Property under applicable Chinese
mining regulations in order to maintain the validity and effectiveness
of the Permits.
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4.2 Xihua shall secure land access to the Property 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 Property pursuant to
the work plan, provided for hereunder.
4.3 Xihua 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, Xihua shall assist China Net
when requested in the establishment of a Joint Venture Company, 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 is established, owned by the Joint Venture
Company.
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, 60%
owned by China Net and 40% by Xihua.
5.3 In the event of early termination of this Agreement, or upon the expiry
of this Agreement where the Option is not exercised, owned by Xihua.
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 Property
shall revert back to Xihua 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.
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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
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Authorized Signatory
Name: Anthony Garson Maurice Tsakok
XIHUA MINIG DEVELOPMENT INC.
Per:___________________________
Authorized Signatory
Name:_________________________
Schedule B
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Minimum
spending
SR No. Area (Req.
Name of Properties Owner-ship Minerals (sq. Period of validity State ann.) Certificate
/Title km) Investment USD number
- ------- -------------------- ---------- ---------- -------- ----------------------- ------------- ------------ ----------------
- ------- -------------------- ---------- ---------- -------- ----------------------- ------------- ------------ ----------------
1 DONGGAPU Xihua Au Cu 21.89 2003.11.24--2005.12.31 26,695.12 5400000310745
- ------- -------------------- ---------- ---------- -------- ----------------------- ------------- ------------ ----------------
Total 21.89 26,695.12
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1 US$ = 8.2 Yuan RMB