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EXPLORATION LICENSE TRANSFER AGREEMENT

License Agreement

EXPLORATION LICENSE TRANSFER AGREEMENT | Document Parties: MINE INFO LTD | Dragon Gold Resources, Inc. You are currently viewing:
This License Agreement involves

MINE INFO LTD | Dragon Gold Resources, Inc.

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Title: EXPLORATION LICENSE TRANSFER AGREEMENT
Governing Law: Texas     Date: 6/8/2005

EXPLORATION LICENSE TRANSFER AGREEMENT, Parties: mine info ltd , dragon gold resources  inc.
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                     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";

<PAGE>

 

         (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


 
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