PURCHASE AND SALE AGREEMENT
BETWEEN
QUARTZ VENTURES, INC.
AND
DAVID HEYMAN
Dated as of the 15th day of January, 2007
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 15th day of January, 2007
AMONG:
QUARTZ VENTURES, INC., a company existing under the laws of The State
of Nevada and having its head office at 2215 Alder Slreet. Vancouver,
British Columbia. V6II2R8: ("Buyer")
AND:
DAVID HEYMAN, of 6964A 224th Street, Langley, British Columbia.,
V2Y 2K5; ("Vendor")
WHEREAS:
A. The Vendor owns a 100% interest in two mineral exploration claims
located in the Alberni Mining Division, BC;
B. The Vendor wishes to sell and Buyer wishes to purchase a 100% interest
in the Property on the terms and conditions contained in this
Agreement.
In consideration of the premises, covenants and agreements contained in this
Agreement, (he parties covenant and agree each with the other as follows:
1. INTERPRETATION
1.1 Definitions
For the purposes of this Agreement and the recitals in and Schedule to this
Agreement, unless the context otherwise requires, the following words and
phrases will have the meanings indicated below:
(a) "Agreement" means this Agreement including the Schedule hereto, which
are incorporated by Ihis reference, as amended and supplemented;
(b) "Property" means, the two mining claims located in, Albemi Mining
Division. BC as described in Schedule 1 hereto;
(c) "Purchase Price" means, the $8*000 purchase price for the Property as
contemplated in this Agreement:
(d) "Vendor" means David Heyman;
(e) "Buyer" means. Quartz Ventures, Inc., a company incorporated and
existing under the laws of Nevada:
1
1.2 INTERPRETATION
In this Agreement, except as otherwise expressed or provided or as (he context
otherwise requires:
(a) the headings and captions are provided for convenience only and will
not form a part of this Agreement, and will not be used to interpret,
define or limit the scope, extern or intent of this Agreement or any of
its provisions; and
(b) a reference to time or date is to the local time or date in Vancouver,
BC, unless specifically indicated otherwise;
1.3 AMENDMENT
No amendment, waiver, termination or variation of the terms, conditions,
warranties, covenants, agreements and undertakings set out herein wilt be of any
force or effect unless the same is reduced to writing duly executed by all
parties hereto in the same manner and with the same formality as this Agreement
is executed.
1.4 WAIVER
No waiver of any of the provisions of this Agreement will constitute a waiver of
any other provision (whether or not similar) and no waiver will constitute a
continuing waiver unless otherwise expressly provided.
1.5 SCHEDULE
The following Schedule arc attached hereto and form A part hereof;
SCHEDULE SUBJECT
1 Description of Property
1.6 CURRENCY
All dollar ($) references in Ihis Agreement arc to United States dollars.
2. PURCHASE AND SALE
2.1 Purchase and Sale
Subject to the terms and conditions of this Agreemeni and based on the
representations and warranties contained in this Agreement, Buyer hereby offers
to purchase the Property from the Vendor and the Vendor hereby agrees to sell
the Property to Buyer.
2
2.2 CONSIDERATION
In consideration for the sale by the Vendor to Buyer of the Property, Buyer will
pay the Purchase Price for the Property to the Vendor on the Closing date.
3. REPRESENTATION S AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES Of The Vendor
The Vendor represents and warrants lo and in favour of (he Buyer as follows and
acknowledges that Buyer is relying upon such representations and warranties in
con sum mating the transactions contemplated by this Agreement:
(a) This Agreement has been duly executed and delivered by the Vendor and
constitutes a valid and binding obligation of the Vendor in accordance
with its terms;
(b) Schedule 1 hereto contains an accurate and complete description of the
Property;
(c) No person has any agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any interest in
the Property;
(d) The entering into, execution, delivery and performance by the Vendor of
this Agreement will not violate or contravene or conflict with or
result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of
the terms and conditions of any contract, agreement, commitment,
arrangement or understanding pursuant to which the Vendor holds or has
acquired its interest in the Property or any other contract, agreement,
commitment, arrangement, understanding or restriction, written or oral,
to which the Vendor is a parry-' or by which it is bound;
(e) To the best of the knowledge of the Vendor after due enquiry, there are
no legal conflicts of any nature and no investigations or legal or
administrative affairs pending against the Vendor in connection wilh
the Property or for any other cause and there is no pending or
threatened decree, decision, sentence, injunction, order or award of
any court, arbitral tribunal or governmental authority or any action,
procedure, arbitration, administrative or judicial investigation,
actual or threatened, with respect to the Vendor or the Property:
(f) The Vendor holds the right to deliver all right, title and interest in
and to the Property, and the Property is free of any lien, claim,
pledge, privilege, levy, lease, sublease or rights of any person and
other than government royalties, government work requirements and other
conditions imposed by a governmental authority;
3.2 REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to and in favour of the Vendor as follows and
acknowledges that Ihc Vendor are relying upon such representalions and
warranties in consummating the transactions contemplated by ihis Agreement:
(a) Buyer is a corporation duly incorporated and validly subsisting and in
good standing in the State of Nevada;
3
(b) Buyer has the corporate power and authority to enter into this
Agreement and to perform its obligations hereunder;
(c) The execution and delivery of this Agreement and the completion of the
transactions contemplated herein will constitute a valid and binding
obligation of Huyer enforceable against it in accordance with its
terms:
(d) The entering into, execution, delivery and performance by the Buyer of
this Agreement will not violate or contravene or conflict with or
result in a breach of or default or give rise to any right of
termination, acceleration, cancellation or modification under any of
the terms and conditions of any contract, agreement, commitment,
arrangement, understanding or restriction, written or oral, to which
Buyer is a party or by which it is bound or under the constating
documents or directors' or shareholders* resolutions of Buyer;
4. CLOSING
4.1 TIME AND PLACE OF CLOSING
The closing ("Closing") of this Agreement will take place at the offices of
Buyer at 2:00 p.m. (BC time) on January 15th 2007.
4.2 CLOSING DOCUMENTS
At Closing, the parties hereto will table the following documents;
(a) Documents of The Vendor: The Vendor will table for delivery to Buyer
title transfer documents relating to the Property in a form acceptable
to Buyer's legal counsel.
(b) DOCUMENTS OF BUYER. Buyer will table for delivery to the Vendor a
certified check, or a check issued from an attorney's trust account for
$8,000 made payable to the Vendor.
5. TERMINATION
5.1 MUTUAL TERMINATION
This Agreement may, prior to Closing, be terminated by the parties hereto by
mutual agreement in writing notwithstanding anything contained herein.
6. GENERAL PROVISIONS
6.1 Time of Essence
Time is and will be of the essence of each and every provision of this
Agreement.
6.2 FINDER'S FEES AND BROKERS' COMMISSION
Each of the parties hereto represents to the other that it has not incurred any
liability for any iinders' fee or brokers' commission in connection with the
execution of this Agreement or the consummation of the transactions contemplated
herein.
4
6.3 EXPENSES
Buyer will be responsible for all fees and expenses in connection with the
preparation, execution and delivery of this Agreement and the preparation and
completion of all other agreements, documents, approvals and transactions
contemplated by this Agreement.
6.4 FURTHER ASSURANCES
Each of the parties hereto will, wheLher before or after Closing and at the
expense of Buyer, execute and deliver all such further documents and
instruments, give all such further assurances, and do all such acts and things
as may reasonably be required to carry out the full intent and meaning of this
Agreement.
6.5 ENTIRE AGREeMENT
This Agreement and the Schedule hereto contain the whole agreement among the
parties hereto in respect of the subject matter hereof and supersedes and
replaces all prior negotiations, communications and correspondence between the
parties hereto. There are no warranties, representations, terms, conditions or
collateral agreements, express or implied, statutory or otherwise, among the
Vendor and Buyer other than as expressly set forth in this Agreement and the
Schedule hereto.
6.6 ENUREMENT
This Agreement will enure to the benefit of and be binding upon each of the
parties hereto and their respective successors, liquidators and permitted
assigns.
6.7 Assignment
No party hereto may assign any of its right, title or interest in, to or under
Ihis Agreement, nor will any such purported assignment be valid amongst the
parties hereto, except with the prior written consent of all parties hereto,
such consent not to be unreasonably withheld.
6.S GOVERNING LAW
This Agreement will be construed and interpreted in accordance with the laws of
the Province of Ontario, Canada and the laws of Canada applicable therein.
6.9 NOTICES
All notices, payments, and other required communications ("Notices'") to the
parties hereto shall be in writing and shall be addressed respectively at their
addresses first noted above. All notices shall be given (i) by personal delivery
to the parry by leaving a copy at the place specified for notice with a
receptionist or an apparently responsible individual, or (ii) by electronic
facsimile communication. All notices will be effective and will be deemed
delivered (i) if by persona] delivery, on the date of delivery if delivered
during normal business hours and. if not delivered during normal business hours,
on the next business day following delivery, and (ii) if by electronic
communication, on the next business day following receipt of the electronic
communication. A party hereto may change its address for notice by notice to the
other party.
6.10 COUNTERPARTS
This Agreement, and any certificates or other writing delivered in connection
herewith, may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same
5
instrument. The execution of this Agreement and any other writing by any party
hereto or thereto will not become effective until counterparts hereof or or
therof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered for each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages hereof or thereof to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart.
The parties herein have executed and delivered this Agreement as of the date
first, written above.
QUARTZ VENTURES INC
Per: __________________________
Glenn Ennis, President
/s/ DAVID HEYMAN
__________________________
David Heyman
6
6.10 COUNTERPARTS
This Agreement, and any certificates or other writing delivered in connection
herewith, may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same instrument. The execution of this
Agreement and any other writing by any party hereto or thereto will not become
effective until counterparts hereof or or therof, as the case may be, have been
executed by all the parties hereto or thereto, and executed copies delivered for
each party who is a party hereto or thereto. Such delivery may be made by
facsimile transmission of the execution page or pages hereof or thereof to each
of the other parties by the party signing the particular counterpart, provided
that forthwith after such facsimile transmission, an originally executed
execution page or pages is forwarded by prepaid express courier to the other
party by the party signing the particular counterpart.
The parties herein have executed and delivered this Agreement as of the date
first, written above.
QUARTZ VENTURES INC
Per: /s/ GLENN ENNIS
__________________________
Glenn Ennis, President
__________________________
David Heyman
6
Schedule 1
Description of Property
CLAIM NAME MINING DIVISION TENURE NUMBER
Horse's Wilher Albemi 548275
Fetlock Albemi 549813
7
QUARTZ VENTURES.
MINUTES OF A MEETING OF THE SOLE DIRECTOR OF THE
COMPANY HELD ON JANUARY 15, 2007 AT 2215 ALDER STREET,
VANCOUVER, BRITISH COLUMBIA
Present: Glenn Ennis
Glenn Ennis took the chair and acted as the Recording Secretary of the Meeting.
MINERAL PROPERTY PURCHASE AGREEMENT
WHEREAS the Company wishes to enter into a Mineral Property
Purchase Agreement to acquire a 100% interest in two mineral exploration claims
located in the Alberni Mining Division. BC for consideration of $ 8,000 payable
to David Heyman, the vendor;
AND WHEREAS the sole director of the Company present at the
meeting has reviewed a copy of the proposed purchase agreement;
UPON MOTION duly made it was;
RESOLVED that:
1. The sole diretor of the Company hereby approve the Company's execution of
the property purchase agreement between the Company and David Heyman,
respecting the Property upon the terms as set out in the form of agreement
presented to the meeting;
2. The Company pay a sum of US$8,000 to David Hcyman in accordance with the
property purchase agreement
3. The President of the Company or any one Director be and the same are hereby
authorized to sign any and all documentation necessary to complete this
transaction, including the agreement.
TERMINATION OF MEETING
UPON MOTION, If WAS RESOLVED that the Meeting terminate.