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ASSIGNMENT OF PURCHASE OPTION AGREEMENT

Assignment Agreement

ASSIGNMENT OF PURCHASE OPTION AGREEMENT | Document Parties: WITS BASIN PRECIOUS MINERALS INC. | KEN SWAISLAND You are currently viewing:
This Assignment Agreement involves

WITS BASIN PRECIOUS MINERALS INC. | KEN SWAISLAND

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Title: ASSIGNMENT OF PURCHASE OPTION AGREEMENT
Governing Law: Colorado     Date: 3/31/2005
Industry: Software and Programming    

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EXHIBIT 10.24

 

ASSIGNMENT OF PURCHASE OPTION AGREEMENT

 

THIS ASSIGNMENT OF PURCHASE OPTION AGREEMENT is dated for reference August 12, 2004 and made,

 

 

BETWEEN:

 

KEN SWAISLAND, a person having an address at 2949 Palmerston Ave., West Vancouver, B.C. V7V 2X2

 

(the “ Assignor ”)

 

AND:

 

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:

 

ARTICLE 1

INTERPRETATION

 

1.1    Definitions

     In this Assignment:

 

         (a) “ Assigned Property ” means:

 

 

 

(i)

all of the Assignor's estate, right, title and interest as optionee in and to the Mines, the Companies and the Purchase Option Agreement, or portions) thereof demised thereunder;

 

 


 

ii)

all moneys, claims, benefits, rights, demands, judgments, securities and the like whatsoever including any extensions or renewals thereof (collectively, the “Rights”) which the Assignor may now or at any time hereafter have or be entitled to under or by virtue of or in respect of, or incidental to, the Purchase Option Agreement, including:

 

 

(A)

any and all monies paid or payable to the Assignor under the Purchase Option Agreement; and

 

 

(B)

any and all benefits and advantages due or accruing due or at any time after (he date hereof to become due to the Assignor under the Purchase Option Agreement or under the Rights relating thereto; and

 

 

(C)

the benefit of all covenants, guarantees, representations, warranties and indemnities which have been or in the fixture are granted to, received or negotiated by the Assignor, or any agent of the Assignor, in respect of the Purchase Option Agreement and/or the Rights relating thereto;

 

 

(iii)

all letters, papers and other documents in any way evidencing or relating to or which may, or at any time hereafter may, be received by the Assignor as security for or on account of the Purchase Option Agreement, the Rights relating thereto, or any of them;

 

 

(iv)

the Engineering Report on the Mines and content of the Cardinal Minerals website at www.cardinalminerals.net;

 

 

(b)

Assignee ” means the party so described above and its successors and assigns, whether immediate or derivative;

 

 

(c)

Assignment ” or “ this Assignment ” means this Assignment including all recitals and schedules hereto and includes all amendments thereto and modifications, restatements or replacements thereof from time to time;

 

 

(d)

Assignor ” means the party so described above and its successors and assigns, whether immediate or derivative;

 

 

(e)

Companies ” means Hunter Gold Mining, Inc. and Hunter Gold Mining Corporation;

 

                (f)        

 “ Mines ” means the Bates Hunter Mine and Golden Gilpin Mine (collectively the “Bates-Hunter mine), 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, as described in the Purchase Option Agreement and any Schedules thereto;

 


 

(g)

Purchase Option Agreement ” means the “Purchase of Hunter Gold Mining Corporation (the “Target”) from George Otten and Tim Blair (the “Principal Vendors”) and the other shareholders of the company (the “Other Vendors”) by Ken Swaisland as evidenced by that certain agreement dated December 2, 2003, as amended by letter agreements dated January 13, 2004, March 30, 2004 and August 4, 2004;

 

 

(h)

Persons ” or “ Person ” means and includes any individual, sole proprietorship, corporation, partnership, bank, joint venture, trust, unincorporated association, association, institution, entity, party or government (whether national, federal, provincial, state, municipal, city, county or otherwise and including any instrumentality, division, agency, body or department thereof);

 

 

(i)

Option Price ” means the sum of $3,000,000 in United States Currency to the Principle Vendors to purchase all the shares (or, at Assignee’s discretion, assets) of Hunter Gold Mining Corporation and Hunter Gold Mining Inc. on or before November 30, 2005;

 

 

(j)

Net Smelter Royalty ” means the retained royalty payable to the Assignor and the Principle Vendors pursuant to Article 4;

 

All headings and titles in this Assignment are for reference only and are not to be used in the interpretation of the terms hereof.

 

1.2    Amendment

 

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.

 

1.5    Jurisdiction

 

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,

 


 

1.6    Severability

 

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.

 

1.8          Capacity

 

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:

 

 

(a)

  warranty, representation, covenant, agreement, term, condition, proviso and stipulation; and

 

(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


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