Exhibit 10.3
THIS AGREEMENT MADE EFFECTIVE AS OF THE 29 th DAY OF
August, 2007 (the "Effective Date").
BETWEEN:
WORLD FORTUNE ENTERPRISE INC. , a private
corporation with
offices at 870 East 54 th Ave, Vancouver, British
Columbia, V5X 1L7,
Canada;
(“World Fortune”)
AND:
ASIAN DRAGON GROUP INC., a publicly traded
corporation with
offices at suite 1100 – 475 Howe Street, Vancouver, British
Columbia,
V6C 2B3;
(“Asian Dragon”)
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 Joint Venture Option Agreement dated December 4, 2006 and a
Joint Venture Option Agreement dated January 30, 2007 relating to
the Shizhaigou Gold Mine and the Lingbao Jinshan Gold Mine
respectively, both such agreements which are being expressly
amended and replaced by this agreement (the
“Agreement”);
AND WHEREAS World Fortune has entered into a China Mineral
Properties Rights Purchase Agreement (the “Mineral Rights
Agreement”) attached and incorporated into this Agreement as
“Schedule A” for the purchase of a 70% interest of the
100% interest in the Shizhaigou Gold Mine and the purchase of a 70%
interest in a 100% interest of the Lingbao Jinshan Gold Mine (the
“Rights”) from the Sanmenxia Yunjiu Investment and
Consulting Company Limited. (“Sanmenxia”);
AND WHEREAS the Rights are optioned herein to Asian Dragon
by World Fortune in exchange for Asian Dragon assuming World
Fortune’s responsibility for the total investment owed by
World Fortune and detailed in the Mineral Rights Agreement and a
grant of Asian Dragon common shares to World Fortune as
consideration for World Fortune’s provision of this option to
Asian Dragon;
AND WHEREAS World Fortune wishes to option to Asian Dragon
and Asian Dragon wishes to option from World Fortune, World
Fortune’s rights to the Interests (the “Options”)
upon execution of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the covenants and agreements herein contained, the parties
hereto do covenant and agree each with the other as follows:
1.
Representations and Warranties of World Fortune
1.1 In
order to induce Asian Dragon to enter into this Agreement and
complete the transactions contemplated under this Agreement, World
Fortune represents and warrants to Asian Dragon that:
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(a) |
World Fortune is, and will remain
during the term of this Agreement until formal assignment is made
to Asian Dragon, the registered and beneficial owner of Rights
pursuant to the JV and such Rights are free and clear of all
transfer, assignment or other restrictions, liens, charges and
encumbrances of any kind whatsoever; |
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(b) |
World Fortune has good and sufficient
right and authority |
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