|
Exhibit 10.2
THIS AGREEMENT MADE EFFECTIVE AS OF THE 12th DAY OF December,
2007 (the "Effective Date") in replacement of a Mineral Rights
Acquisition Agreement (the “Preceding Agreement”) dated
the 29 th day of August, 2007. The purpose of this
Agreement is to clarify terminology used in the Preceding Contract
and remove ambiguities in Schedule A which were created when
Schedule A of the Preceding Contract, which was written and signed
in Chinese, had been translated to English.
BETWEEN:
WORLD FORTUNE ENTERPRISE INC. , a British Columbia
private
corporation with offices at 870 East 54 th Ave,
Vancouver, British
Columbia, V5X 1L7, Canada;
(“World Fortune”)
AND:
ASIAN DRAGON GROUP INC., a Nevada publicly traded
corporation
with offices at suite 1100 – 475 Howe Street, Vancouver,
British
Columbia, V6C 2B3;
(“Asian Dragon”)
PREAMBLE:
The Loning Property consists of a 9.1 sq km Exploration
License (the “Loning Exploration License”) which is
located in the northwest part of Luoning County, Henan Province,
People’s Republic of China (the “Loning
Property”).
Under Chinese law foreigners may not be directly granted
exploration licenses. Instead a foreign corporation must join with
a Chinese partner and form a Sino-Foreign Joint Venture Company
(“JV”) which must be licensed as a business prior to
any applications for an exploration license.
No Mining License is currently issued to any of the parties in this
Agreement (the “Loning Agreement”) regarding the Loning
Property.
The Loning Property has no probable or proven reserves.
The arrangements which form the structure of this contract are as
follows:
|
|
1) |
To create opportunities to explore
properties in China, World Fortune partnered with a private Chinese
company (the “Chinese Partner”) to form a JV named
Henan Yunfeng Resource of Mining Development Co. Ltd.
(“Yunfeng”). World Fortune holds a 70% interest of
Yunfeng and the Chinese Partner holds a 30% interest. This JV
applied for and received a Joint Venture Business License from the
People’s Republic of China (the “Chinese
Government). |
| |
|
|
|
2) |
Under their JV Agreement, World
Fortune committed to contribute funding to the JV and the Chinese
Partner committed to contribute the Exploration License for the
Loning Property, which had already been issued to the Chinese
Partner (the “Loning Exploration License”), once World
Fortune had fulfilled all its funding commitments. |
|
|
3) |
Asian Dragon engaged World Fortune
under an Agency and Cooperative Agreement to act as Asian
Dragon’s agent and source opportunities for Asian Dragon in
China. |
| |
|
|
|
4) |
World Fortune proposed to Yunfeng and
Yunfeng accepted an offer for World Fortune to purchase 70% of a
100% interest in the Loning Exploration License upon full payment
for the Loning Exploration License per the payment schedule
included in a China Mineral Properties Rights Purchase Agreement
(the “Loning China Rights Agreement”) signed by World
Fortune and Yunfeng on August 8, 2007. The intent of this Loning
China Rights Agreement was to provide WFEI with a method to effect
the legal logistics to pass title of its 70% interest in the Loning
Exploration License into a separate Agreement which it could then
sell or assign to a third party. |
| |
|
|
|
5) |
World Fortune proposed to Asian
Dragon and Asian Dragon accepted an offer for Asian Dragon to
purchase the Loning Exploration License upon assumption of World
Fortune’s obligations under the Loning China Rights Agreement
and payment of share grants to World Fortune and World Fortune or
its nominees. To acquire the Loning Exploration License Asian
Dragon must fulfill all payments referenced in the Loning China
Rights Agreement. The governing agreement which executes this
contract is this Loning Agreement. |
| |
|
|
|
6) |
Asian Dragon will not have ownership
of the Loning Exploration License until it has fully completed the
payment terms included in this Loning Agreement and because the
incorporated Loning China Rights Agreement includes a damages
clause which would come into force if Asian Dragon were to abandon
its obligations under this Loning Agreement, Asian Dragon has
determined that this Loning Agreement does not meet the
characteristics required to record it as an option and therefore a
liability has been recorded in Asian Dragon’s financial
statements pertaining to this Loning Agreement. |
| |
|
|
|
7) |
Once Asian Dragon has completed all
payments required by this Loning Agreement, it will be deemed to
have title to and will own 70% of a 100% interest in the Loning
Exploration License. Yunfeng will own the remaining 30% of the
Loning Exploration License, but this position may be reduced if
Asian Dragon makes additional payments under this Loning
Agreement. |
CLARIFICATION OF TRANSLATION MATTERS IN SCHEDULE A - China
Mineral Properties Rights Purchase Agreement:
|
|
1) |
Irrespective of any titles in the
attached Loning China Rights Agreement (hereinafter referred to as
“Schedule A”) describing Schedule A as pertaining to
“Mineral Properties Rights”, no Mineral Properties
Rights as the term is commonly used in North American currently
exist regarding the Loning Property. This clarification is based on
the fact that the North American commonly used definition of
“Mineral Properties Rights” generally describes title
to probable or proven mining reserves. |
| |
|
|
|
2) |
Irrespective of any language in
Schedule A describing the Loning Property as a “mine”,
no mine as the term is commonly used in North American exists on
the 9.1 sq km area which comprises the Loning Property as defined
in this Loning Agreement. |
| |
|
|
|
3) |
The terms: “mine”;
“Exploration Permitted Area”; “mineral property
rights”; “mineral properties”; “Mineral
Property”; “License”; “mining and
exploration license areas”; and “Permit” all
refer to the Loning Exploration License which is an exploration
license. |
|
|
4) |
The use of the terms: “mining
operations” and “ore production” does not mean
that the Loning Property is a producing mine or that it has
probable or proven reserves. These terms were generically used and
refer to previous exploration activities on the property. |
| |
|
|
|
5) |
Paragraph 11 of Schedule A which
states: “This Agreement is binding immediately upon signing
and the non performance Party of this Agreement which can result in
harm to the other party shall be responsible for all the economic
losses”, should have read: “This Agreement is binding
immediately upon signing and if either Party is responsible for non
performance under the terms of this Agreement which results in harm
to the other Party, the non-performing Party shall be responsible
for all economic losses”. |
TERMS:
WHEREAS World Fortune is a private British
Columbia corporation established to source and assess opportunities
in the precious and base metals industries in China;
AND WHEREAS Asian Dragon is a Nevada corporation whose
securities trade on the NASDAQ OTCBB as well as on the Frankfurt
Exchange, and whose business is the acquisition and exploitation
of precious and base metals projects and properties of
merit;
AND WHEREAS World Fortune and Asian Dragon entered
into a Mineral Rights Acquisition Agreement dated August 29, 2007
relating to and exploration permit for the Loning Property in
China, such agreement which is being expressly amended
|
