THIS AGREEMENT dated for reference the 27
th day of April,
2004
BETWEEN:
ELDORADO GOLD CORPORATION , a corporation with a
place of business at Suite 920 - 1055 West Hastings Street,
Vancouver, British Columbia V6E 2E9
(the
“ Owner” )
AND:
DUANE POLIQUIN , a businessperson with a place of
residence at 1103 - 750 West Pender Street, Vancouver, British
Columbia V6C 2T8
(the
“ Purchaser ”)
WHEREAS:
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A.
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The Owner is the owner of certain data
referred to herein as the “Alumax Project Files” as
more particularly described in Schedule “A” to this
Agreement;
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B.
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The Owner has agreed to sell to the Purchaser
and the Purchaser has agreed to purchase from the Owner the Alumax
Project Files on the terms and conditions set forth in this
Agreement.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises, the Owner and the Purchaser agree
represent as follows:
ARTICLE 1 -
INTERPRETATION
1.1
Definitions . In this Agreement:
“ Alumax Project Files
” means the data described in Schedule “A”
hereto;
“ Closing Date ”
means 11:00 a.m. PDT, April 30, 2004 or such other date and time as
may be agreed between the parties;
“ Owner ” means
Eldorado Gold Corporation;
“ Place of Delivery
” means the current location of the Alumax Project Files,
namely the Owner’s Vancouver office at 920 - 1055 West
Hastings Street and a storage facility used by the Owner at 825
Northbrook Court, Burnaby, British Columbia;
“ Purchase Price
” means the amount set out in section 2.2 hereof; and
“ Purchaser ”
means Duane Poliquin, a businessperson with a place of residence at
1103 - 750 West Pender Street, Vancouver, British Columbia V6C
2T8.
1.2
Currency . All dollar amounts referred to in this
Agreement are in Canadian dollars
1.3
Governing Law . This Agreement shall be governed
by and construed in accordance with the laws of the Province of
British Columbia and of Canada applicable in the Province of
British Columbia.
ARTICLE 2 -
PURCHASE AND SALE
2.1
Purchase and Sale . The Owner agrees to sell to
the Purchaser and the Purchaser agrees to purchase from the Owner
the Alumax Project Files for the Purchase Price.
2.2
Purchase Price . The purchase price for the Alumax
Project Files shall be CDN $50,000 (the “ Purchase
Price ”).
2.3
Purchase Payment . The Purchase Price shall be
payable by the Purchaser to the Owner on the Closing Date in the
form of cash, bank draft or certified cheque.
ARTICLE 3 -
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Owner . The
Owner makes no representation or warranty as to the value,
usefulness or reliability of the Alumax Project Files, however,
does represent and warrant to the Purchaser, regardless of any
independent investigations that the Purchaser may cause to be made,
that:
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(a)
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the Owner is a corporation duly incorporated
and validly existing under the laws of Canada and is duly qualified
to carry on business in British Columbia and has the corporate
power and capacity to own the Alumax Project Files, and to enter
into and to carry out the transactions contemplated in this
Agreement;
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(b)
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the execution and delivery of this Agreement
and the completion of the transactions contemplated in this
Agreement have been duly authorized by all necessary corporate
action on the part of the Owner and this Agreement constitutes a
valid and binding obligation enforceable against the Owner in
accordance with its terms;
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(c)
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the Owner is the legal and beneficial owner
of, and has good and marketable title to, the Alumax Project Files,
free and clear of any and all interests, liens, claims or charges;
and
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(d)
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the execution, delivery and performance of
this Agreement and the sale of the Alumax Project Files to the
Purchaser do not and will not result in or constitute a default or
breach of any agreement, instrument or arrangement to which the
Owner is a party or by which it or its property is bound, including
without limitation any confidentiality obligations in favour of
third parties, or any prior or existing joint venture agreement to
which the Owner is or was a party.
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- 2 -
3.2
Purchaser’s Representations and Warranties .
The Purchaser represents and warrants to the Owner, regardless of
any independent investigation that the Owner may cause to be made,
that this Agreement constitutes a valid and binding obligation
enforceable against the Purchaser in accordance with its terms.
3.3
Acknowledgement of the Purchaser . The Purchaser
acknowledges that the Alumax Project Files are being purchased
“as is” and that the Owner is making no warranty or
representation as to their contents, value, usefulness or
reliability and accordingly that the Owner will not be directly or
indirectly liable to the Purchaser for any loss or damage the
Purchaser may incur in acting in reliance on any of the information
contained in the Alumax Project Files save in respect to the
Owner’s warranties under sections 3.1(c) and (d) above. The
Purchaser further acknowledges that the Owner’s index binders
purporting to describe the contents of Alumax Project Files, as
reviewed by the Purchaser on, or about, April 16, 2004, are of a
summary nature only, and are not to be relied on by the Purchaser
as a representation by the Owner as to the actual contents of the
data contained in the Alumax Project Files.
ARTICLE 4 -
COVENANTS
4.1
Covenants of the Owner . The Owner covenants and
agrees that:
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(a)
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the Owner shall take or cause to be taken all
proper steps and actions and corporate proceedings to enable the
Owner to sell the Alumax Project Files to the Purchaser free and
clear of all liens, encumbrances, equities or claims of every
nature and kind and to enable the Owner to carry out the sale of
the Alumax Project Files as a valid and binding obligation of the
Owner;
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(b)
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the Owner shall, forthwith, advise the
Purchaser in writing upon the Owner becoming aware that any of the
representations and warranties of the Owner set out in section 3.1
is inaccurate or incomplete in any material respect;
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(c)
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the Owner shall, forthwith upon the Closing
Date, deliver the Alumax Project Files to the Purchaser at the
Place of Delivery at a time mutually agreeable to the parties;
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(d)
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all representations and warranties of the
Owner set forth in this Agreement or in any document delivered in
connection with the purchase and sale contemplated by this Agr
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