Exhibit 10.0 - Mahatta Mineral Property Purchase Agreement dated April 11, 2005
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of the 11th day of April, 2005
AMONG:
RAZOR RESOURCES, INC., a company existing under the laws of the State
of Nevada and having its head office at PO BOX 27581, 650 41st Avenue
West, Vancouver, B.C. V5Z 4M4.
("Razor")
AND:
RAYMOND WEI MING XU, of 3216 Oak Street, Vancouver, B.C., V6H 2L3;
(the "Vendor")
WHEREAS:
A. The Vendor holds, directly or indirectly, interests in certain mineral
exploration claims located in British Columbia;
B. The Vendor wishes to sell and Razor 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, the parties covenant and agree each with the other as follows:
INTERPRETATION
Definitions
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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 recitals and
Schedule hereto, which are incorporated by this reference, as
amended and supplemented;
b) "Property" means the mineral exploration claims located in
British Columbia and listed in Schedule 1 hereto;
c) "Purchase Price" means 250,000 shares of restricted common
stock in the capital of Razor;
d) "The Vendor" means Raymond Wei Ming Xu;
e) "Razor" means Razor Resources Inc., a company incorporated and
existing under the laws of Nevada;
Interpretation
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In this Agreement, except as otherwise expressed or provided or as the 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, extent 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
Port Moody, British Columbia, Canada, unless specifically
indicated otherwise;
Amendment
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No amendment, waiver, termination or variation of the terms, conditions,
warranties, covenants, agreements and undertakings set out herein will 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.
Waiver
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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.
Schedule
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The following Schedule are attached hereto and form a part hereof:
Schedule Subject
1 Description of Property
PURCHASE AND SALE
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Purchase and Sale
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Subject to the terms and conditions of this Agreement and based on the
representations and warranties contained in this Agreement, Razor hereby offers
to purchase the Property from the Vendor and the Vendor hereby agrees to sell
the Property to Razor.
Consideration
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In consideration for the sale by the Vendor to Razor of the Property, Razor will
pay the Purchase Price for the Property to the Vendor on the Closing date.
REPRESENTATIONS AND WARRANTIES
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Representations and Warranties of The Vendor
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The Vendor represents and warrants to and in favour of the Razor as follows and
acknowledges that Razor is relying upon such representations and warranties in
consummating 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 party 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 with 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 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;
Representations and Warranties of Razor
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Razor represents and warrants to and in favour of the Vendor as follows and
acknowledges that the Vendor are relying upon such representations and
warranties in consummating the transactions contemplated by this Agreement:
a) Razor is a corporation duly incorporated and validly
subsisting and in good standing in the State of Nevada;
b) Razor 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 Razor enforceable
against it in accordance with its terms;
d) The entering into, execution, delivery and performance by the
Razor 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 Razor is a party or by
which it is bound or under the constating documents or
directors' or shareholders' resolutions of Razor;
CLOSING
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Time and Place of Closing
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The closing (the "Closing") of this Agreement will take place at the offices of
Razor at 2:00 p.m. (Vancouver time) on April 12, 2005.
Closing Documents
At Closing, the parties hereto will table the following documents:
a) Documents of The Vendor: The Vendor will table for delivery to
Razor title transfer documents relating to the Property in a
form acceptable to Razor's legal counsel.
b) Documents of Razor. Razor will table for delivery to the
Vendor a certificate respresenting 250,000 fully paid,
non-assessable shares of common stock in the capital of Razor
registered in the name of the Vendor.
TERMINATION
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Mutual Termination
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This Agreement may, prior to Closing, be terminated by the parties hereto by
mutual agreement in writing notwithstanding anything contained herein.
GENERAL PROVISIONS
Time of Essence
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Time is and will be of the essence of each and every provision of this
Agreement.
Finder's Fees and Brokers' Commission
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Each of the parties hereto represents to the other that it has not incurred any
liability for any finders' fee or brokers' commission in connection with the
execution of this Agreement or the consummation of the transactions contemplated
herein.
Expenses
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Razor 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.
Further Assurances
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Each of the parties hereto will, whether before or after Closing and at the
expense of Razor, 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.
Entire Agreement
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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 Razor other than as expressly set forth in this Agreement and the
Schedule hereto.
Enurement
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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.
Assignment
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No party hereto may assign any of its right, title or interest in, to or under
this 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.
Governing Law
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This Agreement will be construed and interpreted in accordance with the laws of
the Province of British Columbia, Canada and the laws of Canada applicable
therein. The parties hereto irrevocably attorn to the jurisdiction of the
arbitrators and courts of the Province of British Columbia, Canada and the venue
for any actions or arbitrations arising out of this Agreement will be Port
Moody, British Columbia.
Notices
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All notices and other required communications to the parties hereto shall be in
writing and shall be addressed respectively to each respective party at the
addresses first written above. All notices shall be given (i) by personal
delivery to the party 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 personal 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.
Counterparts
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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 documents, and all such
counterparts will be construed together and will constitute one and 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
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to 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 hereto have executed and delivered this Agreement as of the date
first written above.
RAZOR RESOURCES, INC.
Per:
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Authorized Signatory
/s/ Raymond Wei Ming Xu
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Raymond Wei Ming Xu
Schedule 1
Description of Property
Claim Name Tenure Number
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Mahatta 510120