Exhibit 99.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the
“Agreement”) is made and entered into as of this 3rd
day August, 2005 by and between Miniera Compania Double Down, SA an
Ecuador corporation hereinafter referred to as “Buyer”
and U.S. Canadian Minerals Inc. a Nevada corporation, hereinafter
referred to as “Seller”
RECITALS
WHEREAS, the seller owns 80% of Yellow River
Mining, SA, an Ecuador corporation, hereinafter referred to as
(“Yellow River”).
WHEREAS, Seller desires to sell and buyer
desires to purchase the Seller’s interest in Yellow River on
the terms and subject to the conditions set forth in this
Agreement.
WHEREAS, this Agreement is the consummation of
all prior negotiations, drafts, initial agreements etc. it is to be
considered the full and final agreement between the parties
relating to this transaction.
AGREEMENT
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1.
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PURCHASE AND SALE OF
ASSETS . On the terms and
subject to the conditions set forth in this Agreement, Seller
agrees to sell, convey, assign, transfer and deliver to Buyer and
Buyer agrees to purchase from Seller, at the closing date of
October 10, 2005 the assets as described on Exhibit A hereto (the
“Acquired Assets”).
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2.
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ASSUMPTION OF OBLIGATIONS AND
LIBILITIES . At the time
of closing, as herein defined, The Sellers total liability to
Nevada Minerals is $127,000.00.
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3.
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PURCHASE PRICE.
As consideration for the sale,
conveyance, assignment, transfer and delivery of the Acquired
Assets, the Buyer agrees on the Closing Date to pay $800,000 in
total consideration to the Seller.
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4.
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CLOSING. The closing shall take place on the Closing Date
of August 5, 2005 at the office of Securities Law Institute, Suite
250 770 Warm Springs Rd. Las Vegas, Nevada, at 1 P.M. local time or
such other time and place as the parties may agree upon in writing.
Buyer has the right to extend the Closing Date by 30 days upon the
release to Seller of an additional $100,000, which sum is to be
applied to purchase price upon closing.
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5.
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DELIVERIES AT CLOSING.
At the closing on the Closing
Date:
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(a)
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Seller shall deliver to Buyer the
Acquired Assets, a stock power executed in blank with respect to
said certificates and such other instruments as are sufficient in
the opinion of Buyer and its legal counsel to vest in Buyer and its
successors or assigns the absolute) legal and equitable title to
all of the Acquired Assets.
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(b)
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Seller shall deliver an
authorization of approval from Nevada Minerals which provides for
the assumption by Buyer of Seller’s debt in the sum of
$127,000 to Nevada Minerals and a release of Nevada Minerals from
any liability in connection therewith.
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(c)
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Buyer delivering to Seller that
Certificate of Title as referenced in Exhibit B;
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(d)
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Buyer shall deliver to Seller
S250,000.
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6.
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REPRESENTATIONS AND WARRANTIES OF
SELLER. Seller hereby
represents and warrants to Buyer that:
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(a)
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Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada. Seller has the requisite power and authority
to own and operate its assets, properties and business and to carry
on its business as now conducted.
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(b)
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The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby have been duly authorized and approved by the board of
directors of Seller, and, when executed by the authorized
representative of the Seller, this Agreement will constitute a
legal valid and binding agreement of Seller.
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(c)
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The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby will not result in a breach of terms and conditions of, or
result in a loss of rights under, or result in the creation of any
lien, charge or encumbrance upon, any of the Acquired Assets
pursuant to (i) Seller’s articles of incorporation or bylaws,
(ii) any franchise, mortgage, deed of
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