AMENDED AND RESTATED PROPERTY
OPTION AGREEMENT
This Agreement made as of the 30
th day of June, 2008.
BETWEEN:
WILLIAM McCULLAGH , businessman, with an office at
4514 248 th Street, Aldergrove, BC, Canada V4W
1B6
(herein
called “McCullagh”)
OF THE FIRST PART
AND:
CONTACT MINERALS CORP. , a Nevada company also
extra-provincially registered in British Columbia under the
name CMC Contact Minerals Corp., with its head office at
Suite 206-475 Howe Street, Vancouver, BC, Canada V6C 2B3
(herein
called “Contact”)
OF THE SECOND PART
WHEREAS:
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(a)
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McCullagh is the sole beneficial
owner of certain mineral claims in the Province of British
Columbia, Canada (herein called the “Property”).
Particulars of the Property are attached hereto as Schedule
“A”;
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(b)
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McCullagh has agreed to option to
Contact 100% of its interest in the Property, subject to the terms
and conditions hereinafter set out; and
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(c)
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The parties had previously
entered into a Property Option Agreement dated June 30, 2007 and
now desire to amend and restate such agreement.
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NOW, THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the payments and the premises,
mutual covenants and agreements herein contained, the parties agree
as follows:
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1.
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REPRESENTATIONS AND
WARRANTIES
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1.1
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Contact represents and warrants
to McCullagh that:
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(a)
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it is a body corporate duly
incorporated, organized and validly subsisting under the laws of
the State of Nevada;
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(b)
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it has obtained all corporate
authorizations for the execution and performance of this Agreement
and any agreements referred to or contemplated herein;
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(c)
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the execution and delivery of
this Agreement and any of the agreements referred to or
contemplated herein, will not conflict with or result in the breach
of any agreement to which it is a party;
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(d)
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the execution and delivery of
this Agreement and any of the agreements referred to or
contemplated herein, will not violate or result in the breach of
the laws of any jurisdiction applicable or pertaining thereto or of
its constating documents.
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1.2
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McCullagh represents and warrants
to Contact that:
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(a)
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the mining claims and other
interests comprising the Property are accurately described in
Schedule A, are presently in good standing under the laws of the
jurisdiction in which they are located and are free and clear of
all liens, charges and encumbrances;
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(b)
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McCullagh has the exclusive right
to enter into this Agreement and to dispose of an interest in the
Property in accordance with the terms of this Agreement;
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(c)
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Any mining claims included in the
Property as described in Schedule A have been properly and legally
located and recorded;
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(d)
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The execution and delivery of
this Agreement and any of the agreements referred to or
contemplated herein, will not conflict with or result in the breach
of any agreement to which he is a party.
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1.3
The representations and warranties herein set out are conditions on
which the parties have relied in entering into this Agreement and
shall survive the acquisition of any interest in the Property
hereunder and each party will indemnify and save the other harmless
from all loss, damage, costs, actions and suits arising out of or
in connection with any breach of any representation, warranty,
covenant, agreement or condition made by him and contained in this
Agreement.
The option price for
McCullagh’s 100% undivided interest in the Property will be
as follows:
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(a)
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A total of US$25,000, payable as
follows, $2,500 (paid) within 10 business days of signing of this
Agreement, and $2,500 (paid) within 10 days of Contact being listed
for trading on the OTCBB Exchange and $10,000 due within 120 days
after June 30, 2008 and $10,000 due on June 30, 2009.
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(b)
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One percent (1%) Net Smelter
Returns Royalty (NSR) as defined in Schedule B to a maximum of
$1,000,000.
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McCullagh hereby agrees to
transfer and assign to Contact a 100% undivided interest in and to
the Property, free and clear of all encumbrances (except for the 1%
NSR) upon Contact completing the payments to McCullagh. McCullagh
agrees to execute and deliver any and all documents required of it
to deliver registered title of the Property to Contact.
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4.
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NOTICE
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4.1
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Any notice, direction or other
communication required or permitted to be given under this
Agreement shall be in writing and may be given by the delivery of
the same as follows:
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If to Contact
at:
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206-475 Howe
Street
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Vancouver, BC,
Canada
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V6C
2B3
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If to McCullagh
at:
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4514-248
th Street,
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Aldergrove, BC,
Canada
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V4W
1B6
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4.2
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Any notice, direction or other
communication aforesaid will be deemed to have been given and
received on the day it was delivered.
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4.3
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Any pa
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