ASSIGNMENT OF PURCHASE OPTION AGREEMENT
THIS ASSIGNMENT OF PURCHASE OPTION AGREEMENT is dated for reference August 12, 2004 and made,
KEN SWAISLAND, a person having an address at 2949 Palmerston Ave., West Vancouver, B.C. V7V 2X2
(the “ Assignor ”)
WITS BASIN PRECIOUS MINERALS INC. a Minnesota corporation having its office at Suite 900 - 520 Marquette Avenue., Minneapolis, MN 55402
(the “ Assignee ”)
WITNESSES THAT WHEREAS:
A. The Assignor has an option to purchase all the assets of Hunter Gold Mining Inc. and Hunter Gold Mining Corporation including the Bates Hunter Mine and the Golden Gilpin Mill and mill facilities, dewatering plant, mining properties, claims, permits, and all ancillary equipment free and clear of any and all financial liens or encumbrances with the exception of a one percent net smelter return royalty payable to Goldrush Casino and Mining Corporation from George Otten and Jim Blair (the “Principal Vendors”) and the other shareholders of the company (the “Other Vendors”), as the optionors; and
B. Assignee desires to purchase all of Assignor's right, title and interest in and to the Purchase Option Agreement attached as Schedule A.
THEREFORE in consideration of the sum of U.S.$1.00 and other good and valuable consideration now paid by the Assignee to the Assignor (the receipt and sufficiency of which is hereby acknowledged by the Assignor) the Assignor warrants and represents to and covenants with the Assignee as follows:
In this Assignment:
(a) “ Assigned Property ” means:
All headings and titles in this Assignment are for reference only and are not to be used in the interpretation of the terms hereof.
Any amendment of this Assignment will not be binding unless in writing and signed by the Assignee and the Assignor.
1.3 Included Words
Wherever the singular or the masculine are used herein, the same will be deemed to include the plural or the feminine or the body politic or corporate where the context or the parties so require.
1.4 Governing Law
This Assignment will be construed and enforced under and in accordance with the laws of the State of Colorado.
The Assignor hereby irrevocably agrees that any legal action or proceeding against it with respect to this Agreement may be brought in the courts of the State of Colorado or in such other court as the Assignee may elect and, by execution and delivery of this Agreement the Assignor hereby irrevocably submits to each such jurisdiction and agrees to be bound by any suits, actions or proceedings commenced in such courts and by any order or judgment resulting form any such suit, action or proceeding,
Any provision of this Assignment which is prohibited by law or otherwise ineffective will be ineffective only to the extent of such prohibition or ineffectiveness and will be severable without invalidating or otherwise affecting the remaining provisions of this Assignment.
1.7 Joint and Several Liability
If the Assignor is comprised of more than one Person, the representations, warranties, agreements, indemnity, and other obligations and liabilities of the Assignor contained in this Assignment are deemed to have been made or incurred by all of those Persons jointly and each of those Persons severally.
If the Assigned Property or any portion thereof is held by the Assignor as a partner of a firm, as a trustee, as an agent, or in any other similar capacity, whether fiduciary or otherwise, each and every:
(b) assignment and other charge constituted hereby,
made by or imposed upon the Assignor hereunder will be and be deemed to be jointly and severally made by or imposed upon the Assignor and the part