EXPLORATION LICENSE TRANSFER AGREEMENT
THIS AGREEMENT is made effective the 2nd
day of June, 2005
BETWEEN:
MINE INFO LTD
PO BOX 222, SKY PLAZA, SUITE 32
ULAANBAATAR
MONGOLIA
Fax: +976 132 8461
(hereinafter called "Seller")
OF THE FIRST PART
AND:
Dragon Gold Resources, Inc.
338 Euston Road, Suite 323
London - NW1 3BT
United Kingdom
Fax: +44 (0) 207 416 4975
(hereinafter called "Buyer")
OF THE SECOND PART
WHEREAS:
A)
Seller is the owner of an undivided 100% right, title and interest
in
and to certain Mining Claims more particularly described on
(Schedule
"A") attached to this Agreement;
B)
Buyer wishes to
acquire a 100%
interest in the
Seller's property
on
the terms and subject to the conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH
that in consideration of these presents,
the parties hereby agree as follows:
DEFINITIONS
1.01 In this Agreement and in all Schedules
attached to and made a
part hereof,
the following
words and phrases shall have the following meanings, namely:
(a) "Property"
means all of the mineral claims described in
Schedule "A" and all mining leases and other mineral interests
derived from any such mineral claims. Any reference herein to
any mineral claims comprised in the Property includes any
mineral leases or other interests into which such mineral
claims may have been converted.
REPRESENTATIONS AND WARRANTIES OF THE
SELLER
2.01 The Seller
represents and warrant to the Buyer that:
(a) it is the
owner of an undivided one hundred percent (100%)
right, title and interest in the Property, free of any liens,
charges or claims of
others.
(b) it is
legally entitled to hold its interests in the Property
and will remain so entitled until the interests of the Seller
as set out herein in the Property has been duly transferred to
the Buyer as contemplated herein;
(c) it is, and
at the time of the transfer to the Buyer, the owner
of the interest in the Property so transferred free and clear
of all liens, charges and claims of others, and no taxes,
annual license fees, rentals, or other charges or penalties,
are due in respect thereof;
(d) the
mineral claims comprising the Property have been duly and
validly located pursuant to the laws of the Mongolia and are
recorded in the name of the Seller and are in good standing in
the Office of the Geological and Mining Cadaster (OGMC) of the
Mineral
Resources Authority of Mongolia (MRAM) on the date
hereof and until the dates set out on the attached Schedule
"A";
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(e) there is
no adverse claim or challenge against or to the
ownership of or title to the Property, nor to their knowledge
is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Property or
any portion thereof,
(f) the
consummation of the transaction herein contemplated will
not conflict with or result in any breach of any covenants or
agreements contained in, or constitute a default under, or
result in the creation of any encumbrance under the provisions
of, any indenture, agreement or other instrument whatsoever to
which the Seller is a party or by which any of them is bound
or to which any of them may be subject;
(g) no
proceedings are pending for, nor is the Seller aware of any
basis for the institution of, any proceedings leading to the
placing of any of them in bankruptcy or subject to any laws
governing the affairs of insolvent persons.
2.02 The Seller
acknowledges that the representations and warranties set
forth in paragraph 2.01 hereof form a part of this Agreement and
are
conditions upon which the Buyer has relied in entering into
this
Agreement, and that these representations and warranties shall
survive
the acquisition of any interest in the Property hereunder by the
Buyer.
2.03 The parties also
acknowledge and agree that the representations and
warranties set forth in paragraph 2.01 hereof are provided for
the
exclusive benefit of the Buyer, and a breach of any one or more
thereof
may be waived by the Buyer in whole or in part at any time
without
prejudice to its rights in respect of any other breach of the same
or
any other representation or warranty.
REPRESENTATIONS AND WARRANTIES OF THE
BUYER
3.01 The Buyer
represents and warrants to the Seller that:
(a) it has
been duly incorporated under the Nevada Revised
Statutes and validly exists as a corporation in good standing
under the laws of Nevada