Exhibit 10.1
MINERAL CLAIM OPTION AND PURCHASE AGREEMENT (AMENDED)
THIS AGREEMENT made as of the 24th day of August, 2009
BETWEEN:
Reggie
Burleson
14365
Primrose Rd.,
Hesperia,
Ca, 92345
(herein
"Burleson')
Kim Asher
and Richard Todd
14365
Primrose Rd.,
Hesperia,
Ca, 92345
(herein
"Asher")
(Hereinafter
collectively referred to as the "Vendor") OF THE FIRST
PART
AND:
USA Uranium
Corp., a Nevada Corporation, having an office at
40318
Barington Dr., Palm Desert, Ca 92211
(Hereinafter
referred to as the "Purchaser") OF THE SECOND PART
WHEREAS:
A. The Vendor is the owner of eighteen (18) unpatented
mineral mining claims
(ten (10) as to Burleson and eight (8) as
to Asher) located in Sections
9-11, 14, and 15, Township 6 North, Range
2 West, San Bernadino Meridian,
along the southwest flank of Sidewinder
Mountain, 15 miles east-northeast
of Victorville, California USA (herein the
"Property" and more properly
identified in Schedule A hereto
attached)
B. The Purchaser has agreed to Option and Purchase and
the Vendor has agreed
to option and sell the Property on the
terms and conditions hereinafter set
forth.
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
1. The Vendor represents and warrants the purchaser
that:
a. it is legally entitled to
hold the Property and the Property Rights.
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b. It is, and at the time of
each transfer to the Purchaser of mineral
claims
comprised in the Property it will be, the recorded holder and
beneficial
owner of all of the mineral claims comprising the Property
free and
clear of all liens, charges and claims of other, except as
noted on
Schedule "A", and no taxes or rentals are due in respect of
any
thereof;
c. The mineral claims
comprised in the Property have been duly and
validly
located and recorded pursuant to the laws of the jurisdiction
in which the
property is situate and, except as specified in Schedule
"A" and
accepted by the Purchaser, are in good standing with respect
to all
filings, fees, taxes, assessments, work commitments or other
conditions
on the date hereof.
d. There is no adverse claim
or challenge against or to the ownership of
or title to
any of the mineral claims comprising the Property, nor to
the
knowledge of the Vendor, is there any basis therefore, and
there
are no
outstanding agreements or options to acquire or purchase the
Property or
any portion thereof, and no person other than the Vendor,
pursuant to
provisions hereof, has any royalty or other interest
whatsoever
in production from any of the mineral claims comprising the
Property
other than as set out in Schedule "A"
e. Vendor will cooperate with
Purchaser to allow Purchaser free access to
the site at
their own risk to complete any and all onsite inspections
of the
property. All costs of any such processes are to be paid by the
Purchaser.
f. Mr. Michael Talbot
represents both Purchaser and Vendor and shall be
entitled to
a sale commission of 5% of the agreed sale price payable
at the close
of escrow from the Vendor's proceeds as per their
separate
contract.
2. The representations and warranties contained in this
Section are provided
for the exclusive benefit of the
Purchaser, and a breach of any one or more
thereof may be waived by the Purchaser 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 representations or warranty,
and the representations and
warranties contained in this section shall
survive the execution hereof.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3. All payments per this agreement must be made within
30 days of the due
date; otherwise the Property with all
rights reverts back to the Vendor.
4. The work program recommended by Donald G. Strachan
in his report of January
2004, as reviewed and revised by Dr. Earl
Abbott with a minimum valuation
of $250,000 is to be completed within one
year from the date hereof (the
"Option Period") or all right title and
interest in and to the Property
reverts to the Vendor. An equivalent cash
payment may be made to the Vendor
instead of the work commitment.
OPTION AND PURCHASE AND SALE
5. The Vendor agrees to grant the Purchaser a one (1)
year option (the
"Option") from the date hereof to purchase
the Property. To exercise the
Option the Purchaser shall have fulfilled
the terms of clause four (4)
2
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6. The Vendor agrees to option and sell and the
purchaser agrees to purchase a
100% undivided interest in and to the
pr
