Exhibit 10
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT dated for reference July 26, 2006.
BETWEEN:
CAZADOR RESOURCES LTD., a company incorporated pursuant to the laws of
British Columbia with an office at 5093 Cousins Place, Peachland, British
Columbia, VOH IX2;
(the "Optionor")
OF THE FIRST PART
AND:
ZEBRA RESOURCES, INC., a company incorporated pursuant to the laws of the
State of Nevada and having its head office at 410 - 744 West Hastings
Street, Vancouver, British Columbia, V6C 1A5;
("Zebra")
OF THE SECOND PART
WHEREAS:
A. CAZADOR RESOURCES LTD. is the registered and beneficial owner of a mineral
property claim group, which claims are more particularly described in Schedule
"A" attached hereto which forms a material part hereof (collectively, the
"Claims");
B. The Optionor has agreed to grant to Zebra the sole and exclusive right,
privilege and option to explore the Claims together with the sole and exclusive
right, privilege and option to purchase the Claims upon the terms and conditions
hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. OPTIONOR REPRESENTATIONS
1.1 The Optionor represents and warrants to Zebra that:
(a) The Optionor is the registered and beneficial owner of the Claims and
hold the right to explore and develop the Claims;
(b) The Optionor holds the Claims free and clear of all liens, charges and
claims of others, and the Optionor has a free and unimpeded right of
access to the Claims and have use of the Claims surface for the herein
purposes;
(c) The Claims have been duly and validly located and recorded in a good
and miner-like manner pursuant to the laws of British Columbia and are
in good standing in British Columbia as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to the Optionor
ownership of or title to any of the Claims nor to the knowledge of the
Optionor is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Claims or any portion
thereof;
(e) The Optionor has the full right, authority and capacity to enter into
this Agreement without first obtaining the consent of any other person
or body corporate 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
any indenture, agreement or other instrument whatsoever to which
either Optionor is a party or by which they are bound or to which they
are subject; and
(f) No proceedings are pending for, and the Optionor is unaware of any
basis for, the institution of any proceedings which could lead to the
placing of the Optionor in bankruptcy, or in any position similar to
bankruptcy.
1.2 The representations and warranties of the Optionor set out in paragraph 1.1
above form a part of this Agreement and are conditions upon which Zebra has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Claims by Zebra.
2. ZEBRA'S REPRESENTATIONS
Zebra warrants and represents to the Optionor that it is a body corporate,
duly incorporated under the laws of the State of Nevada with full power and
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absolute capacity to enter into this Agreement and that the terms of this
Agreement have been authorized by all necessary corporate acts and deeds in
order to give effect to the terms hereof.
3. GRANT OF OPTION
The Optionor hereby give and grant to Zebra the sole and
exclusive right and option to acquire a l00% undivided right, title and
interest
in and to the Claims (the "Option"), subject to a 2% net smelter returns royalty
reserved in favour of the Optionor, by performing the acts and deeds and paying
the sums provided for in paragraph 4.
4. CONSIDERATION FOR THE GRANT OF OPTION
4.1 In order to keep the Option granted to Zebra in respect of the Claims in
good standing and in force and effect, Zebra shall be obligated to:
Cash Payments
(a) Pay to the Optionor a total of $15,000 in the following manner:
(i) $5,000 by July 31, 2006;
(ii) an additional $5,000 by July 31, 2007; and
(iii) an additional $5,000 by July 31, 2008;
Property Payments and Assessment Work
(b) Pay, or cause to be paid, to the Optionor, or on the Optionor
behalf as Zebra may determine, all Claims payments and assessment
work required to keep the Claims and this Option in good standing
during the term of this Agreement.
5. COVENANTS OF ZEBRA
5.1 Zebra shall perform all work on the Claims in a miner-like manner and shall
comply with all laws, regulations and permitting requirements of Canada and the
Province of British Columbia including compliance with all:
(a) environmental statutes, guidelines and regulations;
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(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
6. RIGHT TO ABANDON PROPERTY INTERESTS
Should Zebra, in its sole discretion, determine that any part of the Claims
no longer warrants further exploration and development, then Zebra may abandon
such interest or interests without affecting its rights or obligations under
this Agreement, so long as Zebra provides the Optionor with 30 days notice of
its intention to do so. Upon receipt of such notice, the Optionor may request
Zebra to retransfer the title to such interest or interests to them, and Zebra
hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Claims for the
purposes of this Agreement.
7. TERMINATION OF OPTION
7.1 Subject to paragraph 7.2, the Option shall terminate if Zebra fails to make
the required cash payments or to complete required assessment work in accordance
with paragraph 4.1 herein within the time periods specified therein.
7.2 If Zebra shall be in default of any requirement set forth in paragraph 4.1
herein, the Optionor shall give written notice to Zebra specifying the default
and Zebra shall not lose any rights granted under this Agreement, unless within
30 days after the giving of notice of default by the Optionor, Zebra has failed
to take reasonable steps to cure the default by the appropriate performance.
7.3 If the Option is terminated in accordance with paragraphs 7.1 and 7.2
herein, Zebra shall have no interest in or to the Claims, and all expenditures
and payments made by Zebra to or on behalf of the Optionor under this Agreement
shall be non-refundable by the Optionor for which Zebra shall have no recourse.
8. ACQUISITION OF INTERESTS IN THE PROPERTY
At such time as Zebra has made all of the required cash payments in
accordance with paragraph 4.1 herein, within the time periods specified therein,
then the Option shall be deemed to have been exercised by Zebra, and Zebra shall
have thereby, without any further act, acquired an undivided 100% interest in
and to the Claims, subject to a 2% net smelter returns royalty in favour of the
Optionor.
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9. RIGHT OF ENTRY
For so long as the Option continues in full force and effect, Zebra, its
employees, agents, permitted assigns and independent contractors shall have the
right to:
(a) enter upon the Claims;
(b) incur expenditures;
(c) bring upon and erect upon the Claims such mining facilities as Zebra
may consider advisable; and
(d) remove material from the Claims for testing purposes up to 2 tonnes
for a bulk sample.
10. NET SMELTER RETURNS ROYALTY
10.1 For the purposes of this Agreement, "net smelter returns" shall mean the
net amount shown due by the smelter or other place of sale from the sale of
mineral products, as indicated by its returns or settlement sheets, after
payment of:
(a) all freight charges from the shipping point to the smelter or other
place of sale;
(b) all other proper treatment or other charges at such smelter or other
place of sale; and
(c) provincial or federal royalties due and payable on production, if any.
10.2 For the purposes of paragraph 10, "commercial production" shall not include
milling of ores for the purpose of testing or milling by a pilot plant or
milling during an initial tune-up period of a plant.
10.3 On the date Zebra commences commercial production on the Claims, the
Optionor shall be entitled to receive and Zebra shall pay to the Optionor 2% of
net smelter returns, to a maximum of $1,000,000.
10.4 Zebra shall be under no obligation whatsoever to place the Claims into
commercial production and in the event they are placed into commercial
production, Zebra shall have the right, at any time, to curtail or suspend such
production as it, in its absolute discretion, may determine.
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10.5 Net smelter returns and the payments payable to the Optionor hereunder
shall be adjusted and paid quarterly, and within 90 days after the end of each
fiscal year during which the Claims were in commercial production, the records
relating to the calculation of net smelter returns during that fiscal year shall
be audited and any adjustments shall be made forthwith, and the audited
statements shall be delivered to the Optionor who shall have 60 days after
receipt of such statements to question in writing their accuracy and failing
such question, the statements shall be deemed correct.
10.6 The Optionor or their representatives duly appointed in writing shall have
the right at all reasonable times, upon written request, to inspect those books
and financial records of Zebra which are relevant to the determination of net
smelter returns, and, at the expense of the Optionor, to make copies thereof.
11. OPERATOR
After the execution of this Agreement, Zebra, or at Zebra's option, its
respective associate or nominee or such other unrelated entity as it may
determine, will act as the operator of the Claims under this Agreement. Zebra,
if operator, may resign as the operator at any time by giving 30 calendar days
prior written notice to the Optionor, and within such 30 day period, Zebra may
appoint another party who covenants to act as the operator of the Claims upon
such terms as Zebra sees fit.
12. POWER AND AUTHORITY OF THE OPERATOR
After the execution of this Agreement, the Operator shall have full right,
power and authority to do everything necessary or desirable in connection with
the exploration and development of the Claims and to determine the manner of
operation of the Claims as a mine.
13. REGISTRATION OF PROPERTY INTERESTS
Upon the request of Zebra, the Optionor shall assist Zebra to record this
Agreement with the appropriate mining recorder and, when required, the Optionor
shall further provide Zebra with such recordable documents as Zebra and its
counsel shall require to record its due interest in respect of the Claims.
14. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect the provisions and intent of this
Agreement.
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15. FORCE MAJEURE
If Zebra is prevented from or delayed in complying with any provisions of
this Agreement by reasons of strikes, labour disputes, lockouts, labour
shortages, power shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons beyond the control
of Zebra, the time limited for the performance of the various provisions of this
Agreement as set out above shall be extended by a period of time equal in length
to the period of such prevention and delay, and Zebra, insofar as is possible,
shall promptly give written notice to the Optionor of the particulars of the
reasons for any prevention or delay under this section, and shall take all
reasonable steps to remove the cause of such prevention or delay and shall give
written notice to the Optionor as soon as such cause ceases to exist.
16. CONFIDENTIAL INFORMATION
No information furnished by Zebra to the Optionor hereunder in respect of
the activities carried out on the Claims by Zebra, or related to the sale of
mineral products derived from the Claims, shall be published by the Optionor
without the prior written consent of Zebra, but such consent in respect of the
reporting of factual data shall not be unreasonably withheld.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the parties hereto with respect to
the subject matter of this Agreement.
18. NOTICE
18.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered, or if mailed by registered mail in
Canada, in the case of the Optionor addressed to them as follows:
Cazador Resources Ltd.
5093 Cousins Place
Peachland, British Columbia
V0H 1X2
and in the case of Zebra addressed as follows:
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Zebra Resources, Inc..
Suite 410- 744 West Hastings Street
Vancouver, British Columbia
V6C 1A5
and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed, on the third business day after the
date of mailing thereof.
18.2 Either party hereto may from time to time by notice in writing change its
address for the purpose of this section.
19. OPTION ONLY
Until the Option is exercised, this is an option only and except as
specifically provided otherwise, nothing herein contained shall be construed as
obligating Zebra to do any acts or make any payments hereunder and any acts or
payments made hereunder shall not be construed as obligating Zebra to do any
further acts or make any further payments.
20. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent
specifically authorized hereunder, be deemed to constitute either party hereto a
partner, agent or legal representative of the other party.
21. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
22. TITLES
The titles to the respective sections hereof shall not be deemed a part of
this Agreement but shall be regarded as having been used for convenience only.
23. CURRENCY
All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of the United States of America.
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24. SEVERABILITY
In the event that any of the paragraphs contained in this Agreement, or any
portion of thereof, is unenforceable or is declared invalid for any reason
whatsoever, such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining terms or portions thereof contained
in this Agreement and such unenforceable or invalid paragraph, or portion
thereof, shall be severable from the remainder of the Agreement.
25. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all
purposes this Agreement will be governed exclusively by and construed and
enforced in accordance with the laws prevailing in the Province of British
Columbia.
26. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
CAZADOR RESOURCES LTD. ZEBRA RESOURCES, INC.
- --------------------------------- ---------------------------------
Adam Travis Karl Kottmeier
Authorized Signatory Authorized Signatory
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SCHEDULE "A"
TO THAT CERTAIN AGREEMENT MADE AS OF JULY 26, 2006 Between CAZADOR
RESOURCES LTD. AND ZEBRA RESOURCES, INC.
The mineral claim that constitute the Astro 2006 claims are located in the
Province on British Columbia on Map Sheet 82E032.
Specifics of the claims are as follows:
Claim Name Hectares Good Till Date Tenure Number
---------- -------- -------------- -------------
Astro 2006 168.293 July 19, 2007 537414
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[CLAIM MAP]
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