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ASSET EXCHANGE AGREEMENT
This agreement, made and entered into this 6 th day of
May, 2008, by and between Western Sierra Mining Corp. (WSM), having
an address of 2750 Cisco Drive South, Lake Havasu City,
Arizona 86403 and Don L. Jenkins et al, (Jenkins) whose address is
P.O. Box 2880, Prescott, Arizona 86302; collectively referred to as
“The Parties.”
REPRESENTATIONS
WHEREAS:
1.
WSM represents that it is a publicly held mining
company incorporated in the State of Utah and:
2.
Jenkins represents that he is the owner of
certain mining properties or mineral claims as defined in
Exhibit “A” and:
3.
WSM and Jenkins desire to work together to their
mutual interest by exchanging the common stock of Western for
the rights owned by Jenkins as per Exhibit “A”
THEREFORE, WSM and Jenkins hereby agree
as follows:
Obligations of the Parties:
1.
WSM shall issue to Jenkins or his designee,
50,000,000 shares of its restricted common stock upon the
signing of this agreement.
2.
WSM shall pay to Jenkins $50,000.00.
3.
WSM shall file a registration statement with the
SEC to make all 100% of the amount of the above shares
unrestricted “Free Trading”.
4.
Jenkins shall execute the appropriate
documentation necessary to transfer the properties listed in
Exhibit “A’ to WSM.
Payments: All payments made by WSM
under this agreement shall be made by direct wire transfer to an
account as directed by Jenkins within 30 days from the date of
signing of this agreement.
Additional Understanding.
Jenkins hereby acknowledges that in order for WSM to
register the shares being issued pursuant to this agreement, WSM
will first need to have the books and records of the Corporation
audited. Once the audit is complete, WSM will file an SB-2
registration statement with the SEC to register all 50,000,000
shares. WSM will file on Form 8-K the appointment of the
Auditor within one (1) week of the signing of this Agreement. At
completion of the Audit, WSM will file the SB-2 within two weeks
from the completion of the Audit. WSM can not predict with
any specific accuracy the response time of the SEC but will use
all prudent efforts to expedite the completion of said
registration.
Threatened or pending proceedings.
“The Parties” warrant that no proceedings
shall have been initiated or threatened by any governmental
department, commission, bureau, board, agency of instrumentality
or any other bona fide third party seeking to enjoin or
otherwise restrain or to obtain an award for damages in
connection with condition of the transaction contemplated
hereby.
Authorization. All corporate
action necessary to authorize the execution, delivery and
performance by both Parties and any other agreements or
instruments contemplated by this transaction be furnished each
to the other with copies of all applicable resolutions certified
by the Secretary of the respective companies.
Consents. The Parties shall
have received the approvals, consents and authorizations of all
third parties necessary to effect the validity of this
agreement.
Notices. Any demand, notice
or other communication required or permitted under or in
connection with the transactions contemplated by this Agreement,
shall be in writing and shall be deemed to be effective when
delivered by facsimile or in person or deposited in the United
States mail and sent by certified or registered mail, return
receipt requested, addressed as follows:
If to WSM:
Western Sierra Mining Corp.
2750 Cisco Drive South
Lake Havasu City, AZ 86403
Fax:
928-680-7066
If to JENKINS
Don L.
Jenkins
P.O.
Box 2880
Prescott, Arizona 86302
Fax:
928-442-3898
Either party may change their notice address by notifying the other
party of the new address using the same manner of delivery as
stated above.
Termination. Either party may
terminate this Agreement, upon written notice to the other
party, for any of the following reasons:
(a)
A breach by either “Party” of any
covenant, term, or condition of the Agreement and the failure to
cure such breach within 5 business days after receipt of written
notice of such breach from the non-breaching party; or
(b)
Either party misrepresents the terms or
conditions of this
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