Exhibit
10.3
ASSET PURCHASE
AGREEMENT
THIS ASSET
PURCHASE AGREEMENT (the " Agreement "), is entered into
as of this 16th day of March, 2009, by and between Premere
Resources Corporation, a Wyoming corporation having its principal
place of business 7463 S. 227 th East Avenue, Broken
Arrow, Oklahoma 74014 and referred herein as “SELLER”
and Duke Mining Company, Inc.,, a Texas corporation, ,having its
principal place of business at 3001 Knox Street Suite 401 Dallas,
Tx_75205 and referred herein as “BUYER”.
W I T N E S S E T
H:
WHEREAS,
PREMERE is the valid and legal owner of the mining leases,
claims and rights identified on Exhibit “A” attached
hereto and made a part hereof; and
WHEREAS,
PREMERE desires to sell, transfer and assign to Duke Mining
Company, Inc. 100% of its right, title and interest in and to the
mining leases, claims and rights shown on Exhibit “A”
subject to the provisions of this Agreement and save and except a
6% of 8/8ths net smelter royalty interest as that term is defined
herein, and
WHEREAS,
the Board of Directors PREMERE and Duke Mining Company,
Inc. deem it in the best interests of each to complete the
transaction herein contemplated;
NOW,
THEREFORE, in consideration of the promises and of the mutual
agreements, provisions, covenants, representations and warranties
herein contained, the parties hereby agree as follows:
1.
Purchase and Sale of Assets.
1.01 Purchase and Sale. On and subject to
the terms and conditions of this Agreement, BUYER agrees to
purchase from SELLER and SELLER agrees to sell, transfer, convey
and deliver to BUYER one hundred percent (100%) of the right, title
and interest in and unto the mining leases, claims and rights shown
on Exhibit “A” attached hereto and made a part hereof,
herein referred to as the Acquired Assets save and except a 6% of
8/8ths net smelter royalty reserved to RIDGEPOINTE MINING COMPANY
as previously reserved. The net smelter royalty shall
be determined and paid monthly by deducting (1) the direct
operating expenses (excluding any administrative overhead
allocations or charges) associated with mining, processing and
refining any and all precious metals, base minerals or other
materials sold as a result of mining activity on the Acquired
Assets and (2) any royalty interests paid on behalf of the Buyer to
any State or Federal agency whether now imposed or imposed in the
future from any proceeds received from the sale, exchange or
assignment of the any and all precious metals, base minerals or
other materials extracted from the Acquired Assets. The net smelter
royalty shall be paid one month in arrears. Any net smelter royalty
unpaid for a period of sixty days or more shall constitute a lien
position against the entire claim area as described in Exhibit
“A”.
1.02
Purchase
Price. The BUYER agrees to purchase
the Acquired Assets from SELLER at Closing
for the following
consideration:
(a)
Restricted common stock
of a public company to be acquired by Duke Mining Company, Inc.
tendered as soon as possible, to SELLER in the amount of 50
shares. of Duke Mining Company, Inc. or 5% of the total outstanding
stock. Seller’s 5% equity position shall be maintained
unto which time Seller is paid in full and there is no outstanding
balanced owed to Seller.
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(b)
As provided above, the
reservation of a Six percent (6%) net smelter royalty to
RIDGEPOINTE MINING COMPANY.
(c)
BUYER agrees to post
sufficient bonds with the State of Utah to allow the release and
return of the current bond posted by SELLER in the amount of
$10,000 to be returned.
(d)
Within eighteen (18)
months from the Closing herein, Buyer agrees to (1) spend a minimum
of $0.5 million in new capital to develop the mine or (2) construct
a processing and mining facility sufficient to process a minimum of
100 tons of placer material per day for the recovery of gold. In
the event that Buyer is unable to develop a 100 ton per day
processing facility or in the alternative does not spend the
minimum amount of capital outlined in (1) above, within 30 days
after the expiration of the 18 th month after Closing,
Buyer agrees to reclaim the disturbed areas on the mining claims in
accordance with state of Utah requirements and re-assign the mining
claims to Premere Resources Corporation. Buyer further agrees that
it will maintain the claims in full force and effect during the 18
months after closing such that, in the event of re-assignment to
Premere, Premere shall receive valid and enforceable mining claims.
Buyer agrees to provide Premere the following: If electing
option (1); Copies of all capital expenditures made on the property
on a monthly basis as well as monthly reports of operations to
validate its expenditures under this paragraph. If electing
option (2); Copies of purchase orders for materials needed to
construct a processing and mining facility per requirements
indicated in item (2) above, as well as monthly reports of
operations and any other data needed to validate
compliance.
(e)
Seven hundred fifty
thousand ($750,000.00) dollars, USD, payable as follows:
1.
Twenty thousand ($20,000.00) dollars, USD
paid on or before March 16, 2009
2.
Thirty thousand ($30,000.00) dollars
USD paid on or before April 15, 2009
3.
Fifty thousand ($50,000.00) dollars USD
paid on or before May 14, 2009
4.
One hundred ($100,000.00) dollars USD paid
on or before June 15, 2009
5.
The balance of $550,000 to be evidenced by
a convertible notes payable in
installments
of one hundred thousand ($100,000.00) dollars USD paid on
or
before
the 15 th of each subsequent month beginning
October 15, 2009 until
.
paid
in full.
Closing. Subject to the terms and provisions of
this Agreement, the closing of the transactions contemplated by
this Agreement will be at 10:00 a.m. at the offices of Duke
on or before March 16, 2009, or at such earlier or later date
or such other place as shall be mutually agreed upon in writing by
BUYER and SELLER, such date and time sometimes being referred to
herein as the "Closing" or "Closing Date."
2.
Representations and Warranties of
BUYER.
The BUYER
represents and warrants, to SELLER that, to the best of its
knowledge, the statements contained in this Section 2 are correct
and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date as though made then and as
though the Closing Date were substituted for the date of this
Agreement throughout this Section 2.
2.01 Authority. The BUYER has all
requisite power and authority to execute and deliver this
Agreement and all agreements, instruments and documents to be
executed and delivered by the BUYER hereunder, to consummate the
transactions contemplated hereby and to perform all terms and
conditions hereof to be performed by it. The execution and
delivery of this Agreement by the BUYER and all agreements,
instruments, and documents to be executed and delivered by the
BUYER hereunder, the performance by the BUYER of all the terms and
conditions hereto to be performed by it and the consummation of the
transactions contemplated hereby have been duly authorized and
approved by the BUYER, and no other corporate proceedings of The
BUYER are necessary with respect thereto. All persons who
have executed and delivered this Agreement, and all persons who
will execute and deliver the other agreements, documents and
instruments to be executed and delivered by the BUYER hereunder,
have been duly authorized to do so by all necessary actions on the
part of the BUYER. This Agreement constitutes, and each other
agreement and instrument to be executed by the BUYER hereunder,
when
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executed and delivered
by the BUYER, will constitute, the valid and binding obligation of
the BUYER enforceable against it in accordance with its
terms.
2.02 Non-contravention. Neither the
execution and the delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, will (i) violate any
statute, regulation, rule, judgment, order, decree, stipulation,
injunction, charge or other restriction of any federal, state or
local government, governmental agency or court to which the BUYER
is subject or (ii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel or require
any notice under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for
borrowed money, instrument of indebtedness, security interest or
other arrangement to which the BUYER is a party or by which it is
bound or to which any of its assets is subject or result in the
imposition of any security interest upon any of its assets. Under
the terms of Section 1.03 above, the BUYER will be required to give
notice to, make a filing with, or obtain the authorization, consent
or approval of the bank, investment banker or brokerage house in
order for the BUYER to consummate the transactions contemplated by
this Agreement.
2.03 Disclosure. The representations and
warranties contained in this Section 2 do not contain any untrue
statement of a fact or omit to state any fact necessary in order to
make the statements and information contained in this Section 2 not
misleading.
2.04 Representation. The BUYER represents
and warrants that in making the decision to acquire the Acquired
Assets, they have relied upon their own independent investigations
and the independent investigations by their representatives,
including their own professional legal, tax, and business advisors,
and that the BUYER and their representatives have been given
the opportunity to examine all relevant documents and to ask
questions of and to receive answers from SELLER.
3.
Representations and Warranties Concerning
SELLER.
SELLER,
represents and warrants to the BUYER that, to the best of their
knowledge, the statements contained in this Section 3 are correct
and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date as though the Closing Date were
substituted for the date of this Agreement throughout this Section
3.
3.01 Authority. SELLER has all requisite
power and authority to execute and deliver this Agreement and all
agreements, instruments and documents to be executed and delivered
by SELLER hereunder, to consummate the transactions contemplated
hereby and to perform all terms and conditions hereof to be
performed by it. This Agreement constitutes, and each other
agreement and instrument to be executed by SELLER hereunder, when
executed and delivered by SELLER, will constitute, the valid and
binding obligation of SELLER enforceable against it in accordance
with its terms.
3.02
Non-contravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any statute,
regulation, rule, judgment, order, decree, stipulation, injunction,
charge or other restriction of any government, governmental agency
or court to which SELLER is subject or (ii) conflict with, result
in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel or require any notice under any
contract, lease, sublease, license, sublicense, franchise, permit,
indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, security interest or other arrangement to which
SELLER is a party or by which it is bound or to which any of its
assets is subject or result in the imposition of any security
interest upon any of its assets. SELLER is not required to
giv
