EXHIBIT
10.2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made this
____ day of August, 2007, by and between Maria Regina Caeli
Management Corp., a Nevada corporation, ( "Seller" ), and
Black Hawk Exploration a Nevada corporation ( "Buyer"
).
RECITALS:
WHEREAS, Buyer desires to purchase from
Seller, and Seller desires to sell to Buyer, all Seller's rights,
title and interest in and to certain assets on the terms described
below.
NOW, THEREFORE, the parties agree as follows:
- Preamble; Preliminary
Recitals.
-
The preamble and preliminary recitals set
forth above are by this reference incorporated in and made a part
of this Agreement.
- Purchase of
Assets.
Subject to the provisions of this Agreement,
Buyer agrees to purchase, and Seller agrees to sell, all Seller's
100% right, title and interest in and to the Claims, as defined in
this paragraph. The purchase price for the Claims shall be $20,000
USD and 50,000 shares of Black Hawk Exploration a publicly traded
company. ( "Purchase Price" ).
"Claims" means, the Lucky Emma Uranium claims, located in
the recording district of Lander, Wyoming as follows:
The Claims includes the following:
-
-
CLAIM 1: Meridian 6 Township 34N Range 91W Section 33 Quarter
Section NE of SW and NW of SE
CLAIM 2: Meridian 6 Township 34 N Range 91W, Section 33~ Quarter
Section SE of SW and SW of SE
CLAIM 3: Meridian 6, Township 34N, Range 91W, Section 33,
Quarter Section NW of SE and NE of SE
CLAIM 4: Meridian 6, Township 34N, Range 91W, Section 33,
Quarter Section SW of SE and SE of SE
CLAIM 5: Meridian 6, Township 34N, Range 91W, Section34, Quarter
Section NE of SW and NW of SW
CLAIM 6: Meridian 6, Township 34N, Range 91W, Section 34,
Quarter Section SW of SW and SE of SW
CLAIM 7: Meridian 6, Township 34N, Range 91W, Section 34,
Quarter Section NE of SW and NW of SW
CLAIM 8: Meridian 6, Township 34N, Range 91W, Section 34,
Quarter Section SW of SE and SE of SW
CLAIM 9: Meridian 6, Township 34 N, Range 91W, Section 33,
Quarter Section SE of NE and NE of NE
CLAIM 10: Meridian 6, Township 34 N, Range 91 W, Section 33,
Quarter Section NW of NE and NE of NW
CLAIM 11: Meridian 6, Township 34N, Range 91W, Section 33,
Quarter Section SW of NE and SE of NE
CLAIM 12: Meridian 6, Township 34N, Range 91W, Section 33,
Quarter Section SE of NE, Meridian 6, Township 34N, Range 91W,
Section 34, Quarter Section SW of NW
The Seller represents and warrants to
and covenants with the Buyer, with the knowledge that the Buyer relies upon same in entering into this
Agreement, that:
- it is and, at the time this transfer
to the Buyer, the recorded holder and beneficial owner of the
Claims, free and clear of all liens, charges and claims of others,
and no taxes or rentals are or will be due in respect of the
Claims; Buyer understands that BLM fees of 125 USD per claim per
year are due on before September 1 of each year. Currently the BLM
fees are paid up to September 1, 2007.
- the Claims have been duly and validly located and recorded
pursuant to the laws of the jurisdiction in which the Claims are
situate and are in good standing with respect to all filings, fees,
taxes, assessments, work commitments or other conditions on the
date hereof;
- there are not any adverse claims or challenges against or to
the ownership of or title to any of the Claims, nor to the
knowledge of the Seller is there any basis therefor, and there are
no outstanding agreements or options to acquire or purchase the
Claims and no person has any royalty or other interest whatsoever
in production from any of the Claims.
- Payment of Purchase
Price.
-
Buyer shall deliver to Seller by bank wire
$20,000 USD for 100% of the Seller's right, title and interest in
the Claims, free of any liens or encumbrances to:
Maria Regina Caeli Management Corp.
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