EXHIBIT 10.1
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT is dated the 6th of July 2010.
BETWEEN
PENOLA INC. a company duly incorporated in the State of Nevada having
an office at Suite 212, 1802 North Carson Street, Carson City, Nevada
89701
("OPTIONEE")
AND
GEORGE FRANCIS LEE of PO Box 343 Donnybrook WA 6239
("OWNER")
WHEREAS
A. The Owner legally and beneficially owns Exploration License E 80/3757
located in the Halls Creek Shire in Western Australia and more
particularly described on the attached Schedule "A" (collectively the
"Property").
B. The Owner wishes to grant an exclusive option to the Optionee to
acquire one hundred percent (100%) interest in and to the Property and
the Optionee wishes to acquire the same on the terms and conditions set
forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties agree as follows:
1. GRANT OF OPTION
1.1 The Owner hereby gives and grants the Optionee the sole and exclusive
right and option (the "Option") to acquire from the Owner a one hundred
percent (100%) undivided legal, beneficial and register-able interest
in and to the Property in accordance with the terms of this Agreement.
1.2 The consideration in order for the Optionee to exercise the Option
andto earn its interest in the Property will be as follows:
1.2.1 Upon signing this formal option agreement, cash consideration of
$7,000, Australian Dollars.
1.2.2 The option period is for two years from the date of signing of this
agreement.
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1.2.3 Net Smelter Return Royalty: The property shall not be subject to net
smelter royalty out side that which may be negotiated when securing
registered interested Native Title Party agreements.
1.2.4 Maintenance of Property in Good Standing: During the tenure of this
agreement, the Owner undertakes to meet the minimum expenditure
commitment on the property and arrange and pay for sufficient
exploration work to be carried out on the property to keep the property
in good standing from the date of the agreement. Expenditure shall be
of a nature that is permissible to be claimed as expenditure in
connection with mining as defined by the Mining Act 1978 and Mining
Regulations 1981 (as amended). Expenditure can include geological
services, drilling, sampling, assaying, aerial photography, any
geotechnical service such as geophysics, aerial magnetic surveys,
ground surveys, field inspections by qualified persons, being
geologists and geoscientists, mapping, soil sampling, stream sediment
sampling and any other recognised geological service that can be
applied to the tenements that will investigate the potential of the
tenements
1.2.5 The exercise price of the option is $200,000 cash to be paid at the
same time that the Notice of Exercise of Option is sent to the Owner.
The payment is to be made in Australian Dollars and can be made by a
recognised Bank Cheque.
1.3 Upon failure of the Optionee to deliver the consideration comprising
the Option payment within the time period set forth herein, the Owner
shall provide the Optionee with a written notice of default and the
Optionee shall have a period of 30 days following receipt of such
notice of default to rectify the same, failing which this Agreement
shall automatically terminate at the end of such 30 days notice period
without further notice from the Owner.
2. REGISTRATION AND TRANSFER OF PROPERTY INTEREST
2.1 Upon request by the Optionee and at any time after the terms of this
Agreement have been met, the Owner shall transfer the Property to the
Optionee and record the transfer with appropriate recorded.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Optionee represents and warrants to the Owner that:
a) it is a company duly incorporated, validly subsisting, and in
good standing under the laws of the State of Nevada;
b) it has full power and authority to enter into and perform its
obligations under this Agreement;
c) and the signing, delivery and performance of this Agreement will
not conflict with any other Agreement; and
d) The Optionee is not a reporting issuer and the common shares of
the Optionee are not listed for trading any stock exchange.
3.2 The Owner hereby represents and warrants to the Optionee that:
(a) He has full power, capacity and authority to enter into and
perform their obligations under this Agreement;
(b) He is the beneficial and registered owner of Exploration License
E 80/3757;
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(c) The Property is accurately described in Schedule A attached
hereto and forming a material part of this Agreement; and
(d) The Owner have the exclusive right to enter into this Agreement
and have all necessary authority to dispose of their interest in
and to the Property in accordance with the terms of this
Agreement.
4. COVENANTS OF THE OWNER
4.1 While the Option remains outstanding, the Owner covenants and agree to
the Optionee that:
(a) As long as the Optionee is not in default hereunder, not do any
act or thing which would in any way adversely affect the rights
of the Optionee hereunder;
(b) Make available to the Optionee and its representatives all
records, maps, drill core and files in their possession relating
to the Property and permit the Optionee and its representative at
their own risk and expense to take abstracts there form and make
copies thereof;
(c) Co-operate with the Optionee in obtaining any access, surface or
other rights on or related to the Property s the Optionee
reasonable deems desirable; and
(d) For the period of this agreement, the Owner will offer to the
Optionee any further claims/property the Owner stakes within 2
kilometres from the Property.
5. ASSIGNMENT
5.1 Upon providing written notice to the other party in accordance with the
terms of this Agreement, either party may assign its respective rights
and obligations under this Agreement, provided that the assignee
executes an assumption of all of the assignor's obligations hereunder
and agrees to be bound by all terms and conditions of this Agreement.
No such assignment shall in any way enlarge or diminish the right of
obligations of the Optionee or Owner hereunder. Upon the assumption by
the assignee of the assignor's obligations, the assigning party shall
be fully released from and shall not be liable or responsible to the
non-assigning party in any way for any duties, costs, payments or other
liabilities or obligations that thereafter arise or accrue directly or
indirectly under this Agreement
6. TERMINATION OF OPTION
6.1 The Optionee may at any time terminate this Agreement by giving 30-day
advance written notice of said termination to Owner. On or promptly
after delivery of the notice of termination, the Owner shall execute
and deliver to the Optionee a written release of the Agreement in
proper form for recording.
7. GENERAL PROVISIONS
7.1.1 Events of FORCE MAJEURE shall suspend the obligations of the parties
hereto for their duration, except for payments of sums of money and for
taxes and fees due and owing on the Property.
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7.1.2 It is understood and agreed that the language of this agreement is
English with the consent of the parties hereto.
7.1.3 This agreement shall be governed by the laws of the State of Nevada.
7.1.3.1 In the event of a dispute between the parties arising out of this
agreement the matter shall be referred to the arbitration of one
person. The decision of the arbitrator soappointed shall be final and
binding upon the parties hereto. All costs and expenses of such
arbitration shall be borne by the parties hereto equally. This
agreement constitutes the entire agreement between the Optionee and the
Owner pertaining to the Property and supersedes all prior and
contemporaneous agreements, whether oral or written, between the
parties in connection with the Claims. No supplement, modification or
waiver of this agreement shall be binding unless executed in writing by
the parties to be bound thereby.
7.1.4 The parties hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect this agreement to its full
effect.
7.1.5 Time shall be of the essence in the performance of this agreement.
7.1.6 This agreement shall ensure to the benefit of and be binding on the
parties hereto and their respective successors and assigns.
7.1.7 This agreement may be executed in two or more counterparts, each of
which will be deemed to be an original and all of which will constitute
one agreement. Facsimile signatures are acceptable and binding.
This Agreement may be executed in several counterparts as may be
necessary or by facsimile and each such counterpart agreement or
facsimile so executed are deemed to be an original and such
counterparts and facsimile copies together will constitute one and the
same instrument.
ACCEPTED AND AGREED TO:
PENOLA INC.
/s/ Filomena Gencarelli
------------------------------------
Filomena Gencarelli - President
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ACCEPTED AND AGREED TO:
/s/ George Francis Lee
------------------------------------
George Francis Lee
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SCHEDULE "A"
PROPERTY
TENURE NO. CLAIM NAME SIZE
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Exploration License E 80/3757 Halls Creek 324.1437 ha
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