MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference April 1, 2004.
BETWEEN:
GLEN MCDONALD, of 1600 Beach Avenue, Suite 905, Vancouver,
British Columbia, V6G 1Y7; and
(the "Vendor")
OF THE FIRST PART
AND:
QUORUM VENTURES INC., a company incorporated pursuant to
the laws of Nevada with an office at 50 Fell Avenue,Suite 101,
North Vancouver, B.C. V7P 3S2;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the owner of three mineral claims located upon the west shore
of Upper Ross Lake, approximately 44 miles east-northeast of Yellowknife,
Northwest Territories, which are more particularly described in Schedule "A"
attached hereto which forms a material part hereof (collectively, the "Claims");
B. The Vendor has agreed to sell and the Purchaser has agreed to
purchase a 90% right, interest and title in and to the Claims, subject to a 2%
net smelter returns royalty,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. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the registered and beneficial owner of the
Claims and holds the right to transfer title to the Claims and
to explore and develop the Claims;
(b) The Vendor holds the Claims free and clear of all liens,
charges and claims of others, and the Vendor has a free and
unimpeded right of access to the Claims and has use of the
Claims surface for the herein purposes;
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(c) The Claims have been duly and validly located and recorded in
a good and miner-like manner pursuant to the laws of the
Northwest Territories and are in good standing in the
Northwest Territories as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to the
Vendor's ownership of or title to any of the Claims nor to the
knowledge of the Vendor is there any basis therefor, and there
are no outstanding agreements or options to acquire or
purchase the Claims or any portion thereof;
(e) The Vendor 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 the Vendor
is a party or by which he is bound or to which he is subject;
and
(f) No proceedings are pending for, and the Vendor is unaware of
any basis for, the institution of any proceedings which could
lead to the placing of either Vendor in bankruptcy, or in any
position similar to bankruptcy.
1.2 The representations and warranties of the Vendor set out in
paragraph 1.1 above form a part of this Agreement and are
conditions upon which the Purchaser has relied in entering
into this Agreement and shall survive the acquisition of any
interest in the Claims by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the state of Nevada with
full power and 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. SALE OF CLAIMS
The Vendor hereby sells, grants and devises to the Purchaser a
90% undivided right, title and interest in and to the Claims, subject to a 2%
net smelter returns royalty, in consideration of the Purchaser paying $7,500 to
the Vendor upon the closing of this Agreement.
4. CLOSING
The sale and purchase of the interest in the Claims shall be
closed at noon on April 21, 2004 at the offices of the Purchaser, or such other
place and time acceptable to both parties.
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5. COVENANTS OF THE PURCHASER
The Purchaser 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 Yukon Territory including compliance with all:
(a) environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
6. NET SMELTER RETURNS ROYALTY
6.1 On the date the Purchaser commences commercial production on the Claims, the
Vendor shall be entitled to receive and the Purchaser shall pay to the Vendor 2%
of Net Smelter Returns.
6.2 The Purchaser shall be under no obligation whatsoever to place the Claims
into commercial production and in the event they are placed into commercial
production, the Purchaser shall have the right, at any time, to curtail or
suspend such production as it, in its absolute discretion, may determine.
6.3 Net Smelter Returns and the payments payable to the Vendor 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 Vendor 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.
6.4 For the purposes of paragraph 6.3, the Vendor or his representatives duly
appointed in writing shall have the right at all reasonable times, upon written
request, to inspect those books and financial records of the Purchaser as are
relevant to the determination of Net Smelter Returns, and, at the expense of the
Vendor, to make copies thereof.
6.5 For the purpose of this section, "Net Smelter Returns" means 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 (1)
all freight charges from the shipping point to the smelter or other place of
sale, (2) all other proper treatment or other charges at such smelter or other
place of sale, and (3) federal or state royalties due and payable on production,
if any;
7. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reason of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
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reasons beyond the control of the Purchaser, 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 the Purchaser, insofar as is possible, shall promptly give
written notice to the Vendor 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 Vendor as soon as such cause ceases to exist.
8. 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 with respect to the subject matter of this Agreement.
9. NOTICE
9.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered to the other party at its respective
address first noted above, and any notice given as aforesaid shall be deemed to
have been given, if delivered, when delivered, or if mailed, on the fourth
business day after the date of mailing thereof.
9.2 Either party may from time to time by notice in writing change its address
for the purpose of this paragraph.
10. RELATIONSHIP OF PARTIES
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.
11. 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.
12. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
13. 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.
14. 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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15. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in this
Agreement shall constitute a violation or breach of the entire instrument or
Agreement and shall constitute the basis for cancellation or termination.
16. 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.
17. 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.
QUORUM VENTURES, INC.
/s/ Glen Macdonald per: /s/ Steve Bolton
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Glen Macdonald Authorized Signatory
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SCHEDULE "A"
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The Claims consist in the aggregate of three mineral claims located on claim
sheet 851 11 in the Northwest Territories with the following claim names and
grant numbers:
Name of Claim Grant Number
IDA 1 F81805
IDA 2 F81806
IDA 3 F81807