OPTION AGREEMENT
THIS AGREEMENT is made as of 28th of October 2001
BETWEEN:
IMPALA RESOURCE SERVICES LTD., of Vancouver, BC
("Impala" or the "Optionor")
AND:
DYNAMIC RESOURCES CORP., of Las Vegas, Nevada, an Alberta
corporation with an address in Alberta
("Dynamic" or "Optionee")
WHEREAS:
(A) Impala is the owner in the Alice Claim, located near Sunset Lake, NWT.
(B) The Optionor has agreed to grant an exclusive option to the Optionee to
acquire an interest in and to the lands described above, on the terms and
conditions hereinafter set fourth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $1.00
now paid by Dynamic to Impala (the receipt of which is hereby acknowledged), the
parties agree as follows:
PART 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 For the purposes of this Agreement the following words and phrases
shall have the following meanings, namely:
(a) "AGREEMENT DATE" means the date at the top of this Agreement;
(b) "EXCHANGE" means the CNQ Exchange;
(c) "OPTION" means the option to acquire a 100% undivided interest in and
to the Property as provided in this Agreement;
(d) "OPTION PERIOD" means the period from the date of this Agreement to
and including the date of exercise or termination of the Option;
(e) "PROPERTY" means the lands described in Schedule A hereto. Any
reference herein to any lands comprising the Property any mineral claims
or mineral leases or other interests into which such mineral claims may
have been converted;
(f) "PROPERTY RIGHTS" means all licenses, permits, easements, rights-of-
way, certificates and other approvals obtained by either of the parties
either before or after the date of this Agreement and necessary for the
exploration of the Property;
(g) "REGULATORY APPROVAL" means approval to the terms of this Agreement by
any such organization or agency, including the Exchange, having jurisdiction
over the subject matter at this transaction;
PART 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR
21. The Optionor represents and warrants to and covenants with the
Optionee that:
(a) it is legally entitled to hold the Property and the Property Rights
and will remain so entitled until the interest of the Optionor in the
Property which is subject to the Option has been duly transferred to the
Optionee as contemplated hereby;
(b) it is, and at the time of each transfer to the Optionee of an interest
in the Property pursuant to the exercise of the Option it will be, the
recorded holder and beneficial owner of the lands and any of the mineral
claims comprising the Property free and clear of all liens, charges and
claims of others, except as noted on Schedule A. and no taxes or rentals are
or will be due in respect of any of the mineral claims;
(c) any mineral claims comprising the Property have been duly and validly
located and recorded pursuant to the laws of the jurisdiction in which the
Property is situate and, except as specified in Schedule A and accepted by
the Optionee, are in good standing with respect to all filings, fees,
taxes, assessments, work commitments or other conditions on the date hereof
and until the dates set opposite the respective names thereof in Schedule A;
(d) there are no adverse claims or challenges against or to the ownership
of or title to any of the mineral claims comprising the Property, 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 Property or any
portion thereof, and no person has any royalty or other interest whatsoever
in production from any of the mineral claims comprising the Property other
than as set out in Schedule A;
(e) it has been duly incorporated, amalgamated or continued and validly
exists as a corporation in good standing under the laws of its jurisdiction
of incorporation;
(f) it has duly obtained all corporate authorizations for the execution of
this Agreement and for the performance of this Agreement by it, and the
consummation of the transactions 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 the Articles or the constating documents of the
Optionor or any shareholders' or directors' resolution, indenture, agreement
or other instrument whatsoever to which the Optionor is a party or by which
it is bound or to which it or the Property may be subject;
(g) the Property is not the whole of substantially the whole of the under-
taking of the Optionor;
(h) no proceedings are pending for, and the Optionor is unaware of any
basis for the institution of any proceedings leading to, the dissolution or
winding up of the Optionor or the placing of the Optionor in bankruptcy or
subject to any other laws governing the affairs of insolvent corporations;
and
2.2 The representations and warranties contained in this Part 2 are
provided for the exclusive benefit of the Optionee, and a breach of any one or
more thereof may be waived by the Optionee in whole or in part at any time
without prejudice to their rights in respect of any other breach of the same or
any other representation or warranty, and the representations and warranties
contained in this section shall survive the execution of this Agreement and of
any transfers, assignments, deeds or further documents respecting the Property.
PART 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DYNAMIC
3.1 Dynamic represents and warrants to and covenants with the Optionor that:
(a) the Optionee has been duly incorporated and validly exists as a
corporation in good standing under the laws of its jurisdiction of
incorporation;
(b) the Optionee is lawfully authorized to hold mineral claims and real
property under the laws of the jurisdiction in which the Property is situate;
(c) the Optionee has duly obtained all corporate authorizations for the
execution of this Agreement and for the performance of this Agreement
by it, and the consummation of the transactions 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 creation of any
encumbrance under the provisions of the Articles or the constating documents
of the Optionee, respectively, or any shareholders' or directors' resolution,
indenture, agreement or other instrument whatsoever to which either is a
party or by which they are bound or to which they or the Property may be
subject;
(d) no proceedings are pending for, and the Optionee is not aware of any
basis for the institution of any proceedings leading to, the dissolution or
winding up the Optionee or the placing of the Optionee in bankruptcy or
subject to any other laws governing the affairs of insolvent corporations;
3.2 The representations and warranties contained in this section are
provided for the exclusive benefit of the Optionor and a breach of any one or
more thereof may be waived by the Optionor in whole or in part at any time
without prejudice to its rights in respect of any other breach of the same or
any other representation or warranty, and the representations and warranties
contained in this section shall survive the execution hereof.
PART 4
GRANT AND EXERCISE OF OPTION
4.1 The Optionor hereby grants to the Optionee the sole and exclusive right
and option to acquire a 100% undivided interest in and to the Property free and
clear of all charges, encumbrances and claims, except for those set out in
Schedule A.
4.2 The Option shall be exercised by:
(a) the payment of $6,000 in cash
(b) the issuance of 900,000 common shares from treasury of Dynamic at a
deemed issue price of $0.10.
PART 5
TRANSFER OF PROPERTY
5.1 The Optionor shall, forthwith after the exercise of the option
pursuant to this Agreement, deliver to the Optionee duly executed transfers of
the appropriate interest in the Property which shall have been acquired by the
Optionee upon exercise of the Option.
PART 6
TERMINATION OF OPTION BY OPTIONEE
6.1 The Option shall terminate:
(a) upon the exercise thereof pursuant to Section 4.2;
(b) upon the Optionee failing to make the payments which must be made
or issued in exercise of the Option by December 31, 2005; or
(c) at any other time, by the Optionee giving notice of such
termination to the Optionor.
PART 7
CONFIDENTIAL INFORMATION
7.1 No information furnished by Optionee to the Optionor hereunder in
respect of the activities carried out on the Property by the Optionee shall be
published or disclosed by the Optionor without the prior written consent of the
Optionee, but such consent in respect of the reporting of factual data shall not
be unreasonably withheld, and shall not be withheld in respect of information
required to be publicly disclosed pursuant to applicable securities or
corporation laws, regulations or policies.
PART 8
NOTICES
8.1 Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered,
telegraphed or telecopied to such party at the address for such party specified
above. The date of receipt of such notice, demand or other communication shall
be the date of delivery thereof if delivered or telegraphed or, if given by
telecopier, shall be deemed conclusively to be the next business day. Either
party may at any time and from time to time notify the other party in writing of
a change of address and the new address to which notice shall be given to it
thereafter until further change.
PART 9
GENERAL
9.1 The parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance and do such
further and other acts which may be reasonably necessary or advisable to carry
out fully the intent of this agreement or to record wherever appropriate the
respective interest from time to time of the parties in the Property.
9.2 This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
9.3 This Agreement shall be governed by and construed in accordance with the
laws of Alberta and shall be subject to Regulatory Approval, including but not
limited to the approval of all securities regulatory authorities having
jurisdiction.
9.4 Time shall be of the essence in this Agreement.
9.5 Any reference in this Agreement to currency shall be deemed to be Canadian
currency.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
IMPALA RESOURCE SERVICES LTD.
Per: /s/ Ralfph Hillebrand
-----------------------
DYNAMIC RESOURCES CORP.
Per: /s/ Robert Fedun
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SCHEDULE A
PROPERTY
Legal description for Alice Claim
Encumbrances
NIL