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MINERAL PROPERTY OPTION AGREEMENT

Option Agreement

MINERAL PROPERTY OPTION AGREEMENT | Document Parties: RUBICON MINERALS CORP | BLACK HAWK EXPLORATION, You are currently viewing:
This Option Agreement involves

RUBICON MINERALS CORP | BLACK HAWK EXPLORATION,

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Title: MINERAL PROPERTY OPTION AGREEMENT
Date: 7/13/2007

MINERAL PROPERTY OPTION AGREEMENT, Parties: rubicon minerals corp , black hawk exploration
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MINERAL PROPERTY OPTION AGREEMENT

THIS AGREEMENT made as of the ___ th day of July, 2007.

BETWEEN :

        • PERRY ENGLISH FOR RUBICON MINERALS CORP.

(the "Optionor")

OF THE FIRST PART

AND :

        • BLACK HAWK EXPLORATION, a Nevada corporation with its business office located at 8391 Beverly Blvd., #305 Los Angeles CA, 90048.

(the "Optionee")

OF THE SECOND PART

WHEREAS :

A. The Optionor is the owner of certain mineral claims known as the Sand Lake North Property (the "Property"), more particularly described in Schedule "A" attached hereto;

B. The Optionor has agreed to grant an exclusive option to the Optionee to acquire an undivided 100% interest in and to the Property subject only to the Royalty, on the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00 now paid by the Optionee to the Optionor (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

DEFINITIONS

1. For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:

 

(a) "Option" means the option to acquire up to a undivided 100% interest in and to the Property as provided in this Agreement;

(b) "Option Period" means the period from the date of this Agreement to and including the date of exercise or termination of the Option;

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(c) "Property" means the mineral claims described in Schedule "A" hereto including any replacement or successor claims, and all mining leases and other mining interests derived from any such claims. Any reference herein to any mineral claim comprising the Property includes any mineral leases or other interests into which such mineral claim may have been converted;

(d) "Property Rights" means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

(e) "Royalty" means the net smelter returns royalty and the gross overriding royalty of 2% payable to the Optionor under this Agreement, which Royalty shall be calculated and payable in the same manner as the Underlying Royalty;

(f) "Royalty Holder" means the Optionor under this Agreement; and

(g) "Shares" means the 100,000 common shares in the capital of the Optionee to be issued to the Optionor, pursuant to the exercise of the Option.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR

        • 2. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that:

            • (i) it is legally entitled to hold the Property and the Property Rights and will remain so entitled until the interest of the Optionor in the Property which is subject to the Option has been duly transferred to the Optionee as contemplated hereby;

              (ii) it is and, at the time of each transfer to the Optionee of an interest in the mineral claims comprising the Property pursuant to the exercise of the Option, 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 others, except as noted on Schedule "A" hereto, and no taxes or rentals are or will be due in respect of any of the mineral claims;

Page 2

 

 

            • (iii) the mineral claims comprising the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the Property is situate and are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof and until the dates set opposite the respective names thereof in Schedule "A" hereto;

              (iv) there are not any adverse claims or challenges against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of the Optionor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and other than the Royalty, no person has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property;

              (v) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of its annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation;

              (vi) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions 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 the Articles or the constating documents of the Optionor or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it or the Property may be subject;

              (vii) no proceedings are pending for, and the Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionor or the placing of the Optionor into bankruptcy or subject to any other laws governing the affairs of insolvent corporations; and

              (viii) the Property is not the whole or substantially the whole of the undertaking of the Optionor.

Page 3

 

        • (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee 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, and the representations and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

           

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

        • 3. (a) The Optionee represents and warrants to and covenants with the Optionor, with the knowledge that the Optionor relies upon same in entering into this Agreement, that:

            • (i) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation;

              (ii) it is lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Property are situate;

              (iii) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions 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 the Articles or the constating documents of the Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound or to which it or the Property may be subject;

              (iv) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionee or the placing of the Optionee into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;

Page 4

 

            • (v) the Shares will, at the time of delivery to the Optionor, be duly authorized and validly allotted and issued as fully paid and non-assessable common shares, free of any liens, charges or encumbrances other than resale restrictions under Rule 144 of the Exchange Act of 1934 (United States);

          (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionor and a breach of any one or more thereof may be waived by the Optionor 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, and the representations and warranties contained in this section shall survive the execution hereof.

GRANT AND EXERCISE OF OPTION

        • 4. (a) The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a 100% undivided interest in and to the Property, free and clear of all charges, encumbrances and claims, except for the Royalty.

          (b) The Option shall be exercised by the Optionee making the following cash and Share issuances to the Optionor:

          (i) $44,000 cash and 25,000 Shares upon signing of this Agreement

            • (ii) $12,000 cash and 25,000 Shares on or before April __, 2008;

              (iii) $16,000 cash and 25,000 Shares on or before April__, 2009;

              (iv) $25,000 cash and 25,000 Shares on or before April __, 2010; and

              (v) $35,000 cash on or before April__, 2011.

          (c) If and when the Option has been exercised, a 100% undivided right, title and interest in and to the Property shall vest in the Optionee, free and clear of all charges, encumbrances and claims except for the Royalty.

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TRANSFER OF PROPERTY

5. The Optionor shall, forthwith after the exercise of the Option, file duly executed transfers of the 100% interest in the Property which shall have been acquired by the Optionee, subject only to the Royalty.

RIGHT OF ENTRY

6. Throughout the Option Period the directors and officers of the Optionee and its servants, agents and independent contractors, shall have the sole and exclusive right in respect of the Property to:

(a) enter thereon;

(b) have exclusive and quiet possession thereof;

(c) do such prospecting, exploration, development and other mining work thereon and thereunder as the Optionee in its sole discretion may determine advisable;

(d) bring upon and erect upon the Property such buildings, plant, machinery and equipment as the Optionee may deem advisable; and

(e) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD

7. During the Option Period the Optionee shall be the operator of the Property and shall:

    • (a) maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee's activities thereon except those at the time contested in good faith by the Optionee;

      (b) duly record all exploration work carried out on the Property by the Optionee as assessment work;

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    • (c) permit the directors, officers, employees and designated consultants of the Optionor, at their own risk and expense, access to the Property at all reasonable times, and the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of the Optionor while on the Property;

      (d) permit the Optionor, or its representative duly authorized in writing, to visit and inspect the Property at all reasonable times and intervals, and data obtained by the Optionee as a result of its operations thereon, provided always that the Optionor or its representative shall abide by the rules and regulations laid down by the Optionee relating to matters of safety and efficiency in its operations and, notwithstanding, the Optionee shall be under no liability to the Optionor or its representative for any personal injury, including death, or any damage to property other than such as might be occasioned by or through any negligence on the part of the Optionee, its servants or agents;

      (e) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

      (f) indemnify and save the Optionor harmless in respect of any and all costs, claims, liabilities and expenses arising out of the Optionee's activities on the Property, but the Optionee shall incur no obligation hereunder in respect of claims arising or damages suffered after termination of the Option if upon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe condition and in full compliance with requirements of all environmental laws and regulations;

      (g) permit the Optionor, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;

      (h) deliver to the Optionor, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Optionee with respect to the Property.

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    • (i) obtain and maintain or cause any contractor engaged by it hereunder to obtain and maintain, during any period in which active work is carried out hereunder, not less than the following:

TERMINATION OF OPTION

8. (a) The Option shall terminate:

            • (i) upon exercise in accordance with the terms of this Agreement;

              (ii) upon the Optionee failing to pay the cash component of the consideration payable or failing to issue the Shares in accordance with subparagraph 4(b);

              (iii) subject to paragraph 15 hereof, upon the Optionee failing to remedy a default as provided therein;

              (iv) at any other time, by the Optionee giving notice of such termination to the Optionor;

      (b) If the Option is terminated otherwise than upon the exercise thereof, the Optionee shall:

            • (i) leave in good standing for a period of at least 12 months from the termination of the Option Period those mineral claims comprising the Property;

              (ii) deliver or make available at no cost to the Optionor within 45 days of such termination, all drill co


 
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