Exhibit 10.5
ASSET PURCHASE
AGREEMENT
This ASSET PURCHASE AGREEMENT
(hereafter referred to as the Agreement) is made this 17th day of
March, 2005, by and between the following parties: HIGH DESERT
WINDS, LLC, a Nevada Limited Liability Company whose address is
2152 Reno Highway, Suite A Fallon, Nevada 89406 hereafter
referred to as the Seller, and IDAHO GENERAL MINES, INC., an Idaho
Corporation whose address is North 10 Post Street,
Suite 610 Spokane, Washington 99201 hereafter referred to as
the Buyer.
In consideration of the mutual promises
and covenants hereafter stipulated, the parties hereby agree as
follows:
(1)
DESCRIPTION : The Seller
agrees to sell, and the Buyer agrees to purchase:
(a)
the real property and improvements,
including the patented mining and millsite claims, (hereinafter
referred to as “patented mining claims”), all fixtures,
mineral rights, mining data, intellectual property applicable to
the property, privileges, improvements and appurtenances thereto,
if any, in Seller’s possession, hereafter called property,
described as follows: See Exhibit A attached
hereto;
(b)
all appurtenant underground water rights
(Identified as Permit 35776, Certificate 12878,
Permit 40520, Certificate 12880, Permit 40521,
Certificate 12881, Permit 40524, Certificate 12882,
Permit 42480, Certificate 12884, Permit 42835,
Certificate 12885, Permit 42836, Certificate 12886,
together with privileges, easements, buildings and fixtures, if
any, required for said water rights. See Exhibit B
attached hereto;
(c)
those certain unpatented mining claims as
described in Exhibit C attached hereto; and
(d)
certain personal property identified in
Exhibit D attached hereto, however shall in no event include
the un-used steel water tank.
(2)
EARNEST MONEY
: Buyer has heretofore deposited with Seller
FIFTY THOUSAND DOLLARS ($50,000.00) as a nonrefundable earnest
money deposit. This amount shall be applied towards the
purchase price.
(3)
FURTHER ENCUMBRANCES
: The Seller hereby warrants that the total of
the mortgages, liens and any other encumbrances against the
property, whether of public record or not, are as
follows:
(A)
See Exhibit E attached
hereto.
(B)
Those certain non-participating
production royalties equal to twelve percent (12%) of Net Smelter
Returns (NSR) held by Equatorial Tonopah, Inc. and Tonopah CTMC,
Inc. which NSR’s are applicable to the real property set
forth in
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Exhibit “A”.
Copies of the NSR’s applicable to the Property are
attached hereto as Exhibit “F” both of which have
been recorded in the Official Records of Nye County, Nevada as
Document Nos. 585208, and 585209.
(4)
MAINTENANCE AND REPAIRS
: Except as otherwise set forth herein, the Buyer
accepts the property “as is” on the date of execution
of this Agreement. The Buyer shall henceforth be responsible
for all maintenance and repair upon said property.
(5)
BINDING AGREEMENTS
: The parties hereto agree that this Agreement
comprises the entire agreement of the parties and that it is made
pursuant to the terms set forth in the Option to Purchase Agreement
executed by and between the parties on February 14, 2005 and
the addendum thereto executed June 15, 2005 both of which are
incorporated herein by reference. No other representations or
agreements have been made or relied upon, and that this Agreement
shall inure to the benefit of and shall be binding upon the
parties, their heirs, executors, administrators, personal
representatives, successors or assigns.
(6)
SPECIAL PROVISIONS
:
(A)
A Preliminary Title Report has been
ordered by the Buyer. This cost will be borne equally by the
Buyer and Seller.
(7)
PRICE AND TERMS
: The Buyer agrees to pay the sum of: FIVE
MILLION DOLLARS ($5,000,000.00), for the property less any
reimbursement or offset in accordance with the Option to Purchase
Agreement executed by and between the parties on February 14,
2005, the addendum thereto executed June 15, 2005 and this
agreement; the remaining balance to be paid in cash, certified
check, or cashiers check at closing.
(8)
COMMISSION : None.
There are no brokerage fees, commissions or finder’s
fees due to any party from Buyer or Seller.
(9)
TITLE : The
Seller shall convey marketable title to the real property and
patented mining claims by General Warranty Deed in fee simple
absolute, on or before the closing, said title to be free, clear
and unencumbered except existing mortgages, restrictions,
reservations and easements of record shown in paragraph (3).
(Buyer shall be responsible for filing the necessary
reporting documents concerning the water rights with the Nevada
State Engineer.) Seller shall convey marketable title to all
other personal property identified in Exhibit D by Bill of
Sale. Title to the unpatented mining claims shall be conveyed
by Quitclaim deed. Seller and Buyer shall also satisfy any
requirements of the State of Nevada and/or federal agencies for the
transfer of the unpatented mining claims. Title to said
property shall be conveyed to the Buyer and/or its
assigns.
(10)
CLOSING : The deed
shall be delivered and the purchase money shall be paid at the
designated office of Seller’s choice, upon closing which
shall occur not later than February 4, 2006. Closing
costs; including but not limited to county transfer tax and title
insurance are as follows: One-half (½) to Buyer and
one-half (½) to Seller.
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(11)
COSTS AND PRORATIONS
: There shall be prorated between the Seller and
the Buyer; as of the date of closing the following items:
(a) All real estate taxes and assessments (b) All fees,
costs and assessments associated with the unpatented mining claims
set forth in Exhibit C.
(12)
ATTORNEY’S FEES
: In the event this agreement is placed in the
hands of an attorney for enforcement, the prevailing party shall be
entitled to recover court costs and their reasonable attorney
fees.
(13)
JURISDICTION
: The Courts of the State of Nevada shall have
jurisdiction over any dispute arising from this
agreement.
(14)
1031 EXCHANGE
: Seller is entering into this agreement for the
purpose of a tax deferred exchange for the property, as such each
of the parties agrees to cooperate with the other party in
connection with such exchange, including the execution of such
documents as may be reasonably necessary to complete the exchange,
provided that: a) the other party will not be obligated to
delay the closing; b) all additional costs in connection with
the exchange will be borne by the party requesting the exchange;
c) the other party will not be obligated to execute any note,
contract, deed or other document providin
