EXHIBIT 10.2
TRANSFER AGREEMENT
THIS INDENTURE made
this 1
st day
of October, 2007
BETWEEN:
WITS BASIN PRECIOUS MINERALS INC.
(hereinafter
referred to as "
Wits "
or the "
Seller ")
OF
THE FIRST PART;
-
and -
HAWK URANIUM INC.
(hereinafter
referred to as "
Hawk ")
and
MacDONALD MINES EXPLORATION LTD.
(hereinafter
referred to as "
MacDonald ",
and, together with Hawk, the "
Buyers ")
OF
THE SECOND PART.
WHEREAS on
November 30, 2006, the Seller and the Buyers entered into an Option
and Joint Venture Agreement (the "
Joint Venture Agreement "),
pursuant to which Joint Venture Agreement MacDonald, Wits and Hawk
(each, a "
Party ",
and collectively, the "
Parties ")
would each own a percentage interest in the Property and the Joint
Venture, as such terms are defined therein;
AND WHEREAS pursuant
to the Joint Venture Agreement
, MacDonald
owns a Participating Interest, as such term is defined therein,
equal to fifty-one percent (51%), Wits owns a Participating
Interest equal to twenty-four and one half of one percent (24.5%),
and Hawk owns a Participating Interest equal to twenty-four and one
half of one percent (24.5%);
AND WHEREAS the
Seller and Buyers have agreed that the Parties' respective
Participating Interests referred to in the above paragraph have not
changed since the execution of the Joint Venture
Agreement;
AND WHEREAS Section
6.1 of the
Joint
Venture Agreement provides a right of first offer, pursuant to
which Section 6.1 a Party wishing to transfer its Participating
Interest must first offer its Interest to both of the other
Parties;
AND WHEREAS the
Parties have agreed to waive their rights under Section 6.1 of the
Joint Venture Agreement;
AND WHEREAS the
Parties have agreed that each of MacDonald and Hawk will purchase
50% of Wits' Participating Interest; such that after transfer to
MacDonald and Hawk, MacDonald's Participating Interest shall be
sixty three and a quarter of one percent (63.25%) and Hawk's
Participating Interest shall be thirty six and three quarters of
one percent (36.75%);
NOW THEREFORE WITNESSETH that
in consideration of the cash payment by the Buyers to the Seller of
CDN$50,000.00 and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of
the Parties:
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1.
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The
Seller does transfer, sell, assign, and set over to the Buyers, its
Participating Interest in the Property and the Joint Venture, and
any other interest under the Joint Venture Agreement, to the
Buyers, such that MacDonald's Participating Interest shall be sixty
three and a quarter of one percent (63.25%), Hawk's Participating
Interest shall be thirty six and three quarters of one percent
(36.75%), and Wits will no longer own any interest or right
whatsoever in the Property and the Joint Venture or any other
interest under the Joint Venture Agreement.
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