Exhibit 10.2
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT is made effective 4 day March, 2013 (the "Effective Date").
BETWEEN: Mr. Seyit Kucuk,
Ulusmahallesi - Oztopuz cad. Setalti sok. No: 11/1 34347 Ortakoy Besiktas
Istanbul Turkey
(hereinafter called the "Vendor")
OF THE FIRST PART
AND: Western Graphite Inc.
4100 W. Flamingo Road, Suite 2750
LAS VEGAS NV 89103
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of five claims located in the Omineca
Mining Division of the Province of British Columbia as more particularly
described in Schedule "A";
B. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed
to buy from the Vendor the Claims on the terms and conditions hereinafter set
forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises, the mutual covenants and agreements herein contained to be kept and
performed by each of the parties hereto, the parties hereto hereby agrees as
follows:
1. DEFINITIONS
1.1 For the purposes of this Agreement:
a. "Claims" means the Claims more particularly described in Schedule "A";
b. "Closing Date" means the earlier of March 4, 2013 and the day that is
the fifth business day following the date this Agreement is accepted;
c. "Net Milling Royalty" means the amount received from any buyer of the
concentrates, ores or mineral and rock products removed from the
Claims after deducting the costs of milling, beneficiation, refining
or other processes collectively called milling that is required to
produce saleable products, and actual freight or haulage charges from
the mine or milling facilities to the buyer or to any other type of
processing facilities or plants;
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d. "Prior Royalty" means the 2% Net Milling Royalty granted to Werbes by
the Company pursuant to the Prior Agreement.
2. REPRESENTATIONS OF THE VENDOR
2.1 The Vendor represents and warrants to the Purchaser that:
a. it is an individual and governed under the laws of United States of
America with full power and absolute capacity to enter into this
Agreement;
b. the terms of this Agreement have been authorized by all necessary
corporate acts and deeds in order to give effect to the terms hereof;
c. the entry into this Agreement by the Vendor will not cause or
constitute a breach of any other agreement to which the previous
vendor may be bound, and will not constitute a violation of any order,
rule or regulation which has or may have an effect on the previous
Vendor; and
d. to the knowledge of the Company, there are no agreements other than
the Prior Agreement relating to the Claims, or to a portion of the
Mineral Claims.
e. property is named "Pure Flake Graphite" property and includes all
claims in Schedule A of this agreement.
f. Property is 100% owned by vendor and is being held in trust for the
vendor by a free miners licensed person.
2.2 The representations and warranties of the Vendor hereinbefore set out form a
part of this Agreement and are true as at the date hereof and shall be true as
of the Closing Date and are conditions upon which the Purchaser has relied in
entering into this Agreement.
3. ACKNOWLEDGEMENTS OF THE PURCHASER
3.1 The Purchaser acknowledges and agrees that:
a. the Claims are subject to the Prior Royalty; and
b. from and after the Effective Date, the Purchaser will assume, pay and
be responsible for all obligations, liabilities and claims of any
nature, accruing, arising out of, or relating to the Prior Royalty.
4. PURCHASE AND SALE OF CLAIMS
4.1 Subject to the terms and conditions of this Agreement, the Purchaser hereby
agrees to purchase from the Vendor, and the Vendor hereby agree to sell to the
Purchaser, a 100% interest (subject to the Prior Royalty) in and to the Claims
for and in consideration of the sum of 10,000,000 shares of Western Graphite
Inc, a publicly traded company in the United States under Symbol WSGP due and
payable within 14 days on execution of this agreement.
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5. CLOSING DOCUMENTS
5.1 The Closing shall take place, in the City of Istanbul, in the Country of
Turkey, or at such other place as the parties may mutually agree upon.
5.2 At the closing the Vendor shall deliver to the Purchaser registerable Deeds
of Conveyance or transfers of mineral claims transferring a 100% right title and
interest in and to the Claims to the Purchaser or its designees free and clear
of all liens, charges, or encumbrances. Save and except for the reserved royalty
provided for herein. The purchaser has option to have the property held in trust
with same Free Miners license holder in purchasers benefit that the vendor used
previously as trustee.
6. DELIVERY OF LEGAL INFORMATION AND TECHNICAL DATA
6.1 The Vendor agrees to deliver to the Purchaser copies of all legal
information, reports, and technical data in his possession relating to the
Claims from time to time as requested by the Purchaser after execution of this
Agreement and, in the event Closing does not take place as provided for herein,
the Purchaser agrees to return such copies to the Vendor and agrees that it will
have to maintain the confidentiality of all information contained therein.
7. GENERAL
7.1 Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party a partner, agent or
legal representative of the other party.
7.2 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.
7.3 Time shall be of the essence of this Agreement.
7.4 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.
7.5 This Agreement shall be interpreted in accordance with the laws of United
States of America.
7.6 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.
7.7 Each of the parties acknowledges having obtained independent legal advice
from his or its own solicitor with respect to this Agreement prior to its
execution and further acknowledges that he understands the terms, and his rights
and obligations under this Agreement.
7.8 This Agreement, including any and all Schedules attached hereto, constitutes
the entire agreement and supersedes all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless in a written
instrument executed by the party or parties sought to be bound.
7.9 This Agreement may be executed in any number of counterparts, each of which
when executed, shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
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IN WITNESS WHEREOF this Agreement has been executed and delivered by the parties
each to the other as of the day and year first above written.
SEYIT KUCUK
/s/ Seyit Kucuk
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Per:
SIGNED, SEALED AND DELIVERED by )
SEYIT KUCUK in the presence of: )
)
)
) /s/ Michael Noble
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Witness ) Mr. Michael Noble. President, CEO
)
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Address )
)
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Postal Code )
SCHEDULE "A"
Tenure Number Type Claim Name Expiry Area (ha)
974109 Mineral G1 2013/Mar/29 522.26
974110 Mineral G2 2013/Mar/29 501.071
974111 Mineral G3 2013/Mar/29 522.336
974112 Mineral G4 2013/Mar/29 480.311
974129 Mineral G5 2013/Mar/29 438.156