LEASE-PURCHASE OPTION AGREEMENT
This agreement, made and entered into this 14th day of February,
2009,
by and between Western Sierra Mining Corp. (hereinafter "WSRM"),
having
an address of 2750 Cisco Drive South, Lake Havasu City, Arizona
86403
and Merge II, Inc., having an address of 1035 State Road 7,
Wellington,
Florida 33414. hereinafter collectively referred to as "the
parties".
RECITALS:
WHEREAS: WSRM is a company involved in mining in the United
States and
Mexico;
And
WHEREAS: WSRM is developing various placer and hard rock
mines in
Arizona, USA,
And
WHEREAS: MERGE II desirers to acquire a specific mine lease
with an
option to purchase said mine: and
THEREFORE: In consideration of the following terms and
conditions, The
Parties hereby agree as follows:
I. WSRM shall:
A. Grant to MERGE II a lease to the Treasure Gulch Group
mines located
in the Hassayampa Mining District of Arizona approximately 10
miles
south of Prescott. Located 10 miles south of Prescott,
Arizona within
the Hassayampa District in T12.5N, Range 2W, Sections 30 & 31.
(please
also see attached Exhibit A-Summary of Treasure Gulch Property
Document)
B. Grant to MERGE II and option to purchase the mining rights
to the
Treasure Gulch Group mines.
C. At the request of MERGE II will act as the mine developer
to
produce hard rock gold from the Treasure gulch mines including but
not
limited to engineering, permitting, road improvements, testing
and
final development and execution of a mining plan under separate
contract.
II. MERGE II shall:
A. Pay to Western $25,000 for an initial lease period of 24
months;
$12,500 at the time of execution of this agreement and an
additional
$12,500 within 90 days thereafter.
Purchase Option: At anytime during the first year of the
lease period,
MERGE II may purchase the Treasure Gulch mine group from WSRM for
a
total price of $1,000,000 paid in three installments of $500,000
the
first payment due the time of execution of the purchase agreement
and
then each additional payment of $250,000 due 30 days and 60
days
thereafter.
Payments: All payments made to SWRM under this agreement
shall be made
by direct wire transfer to an account as directed by WSRM
Threatened or pending proceedings: "The Parties" warrant that
no
proceedings shall have been initiated or threatened by any
governmental
department, commission, bureau, board, agency of instrumentality or
any
other bona fide third party seeking to enjoin or otherwise restrain
or
to obtain an award for damages in connection with condition of
the
transaction contemplated hereby.
Authorization: All corporate action necessary to authorize
the
execution, delivery and performance by the parities of the
Agreement
and any other agreements or instruments contemplated by this
transaction shall be furnished each to the other with copies of
all
applicable resolutions certified by the Secretary of the
respective
companies.
Consents: The Parties shall have received the approvals,
consents and
authorizations of all third parties necessary to affect the
validity of
this agreement.
Brokerage: Neither WSRM nor MERGE II has dealt with any
broker or
finder in connection with the transaction contemplated herein and
each
of them agrees to indemnify and hold the other party harmless
in
connection with any claims for commissions or other compensation
made
by any broker of finder claiming to have been employed by it on
its
behalf in connection with the transactions contemplated herein.
Expenses: Except as otherwise provided herein, the Parties
shall pay
the fees and expenses of their respective accountants and legal
counsel
incurred in connection with the transactions contemplated by
this
Agreement.
Notices: Any demand, notice or other communication required
or
permitted under or in connection with the transactions contemplated
by
this Agreement, shall be in writing and shall be deemed to be
effective
when delivered by facsimile or in person or deposited in the
United
States mail and sent by certified or registered mail, return
receipt
requested, addressed as follows:
If to WSRM:
Western Sierra Mining Corp.
2750 Cisco Drive South
Lake Havasu City, AZ 86403
Fax:928-680-7066
If to MERGE II:
107 Weybridge Circle, Unit D
Royal Palm Beach, Florida 33411
Fax:561-798-1068
Termination: Either party may terminate this Agreement, upon
written
notice to the other party, for any of the following reasons:
A. A breach by either "Party" of any covenant, term, or
condition of
the Agreement and the failure to cure such breach within thirty
(30)
business days after receipt of written notice of such breach from
the
non-breaching party; or
B. Either party misrepresents the terms or conditions of
this
Agreement, or engages in any fraudulent activity relating thereto;
or
C. Either party institute any proceeding for relief under
the
Bankruptcy Code, or becomes insolvent, or if a receiver is
appointed by
a court of competent authority, or if either party makes a
general
assignment for the benefit of its creditors; or
D. State or Federal law forbids, places restriction on,
limits or
otherwise impairs WSRM's ability to perform as contemplated by
this
agreement
Arbitration: In the event a dispute should arise between the
parties
to this Agreement, both parties agree to submit said dispute to a
board
of arbitration under the laws of Arizona prior to any effort to
seek a
remedy in the courts as set forth above.
Co
