OPTION
AGREEMENT
THIS AGREEMENT
made as of the 14th day of July,
2009 (the “Effective Date”).
BETWEEN
:
GEOFFREY GOODALL an individual, having an address at Unit 154,
101 – 1001 West Broadway Street, Vancouver, BC V6H
4E4
(the
"Optionor")
OF THE FIRST PART
AND :
YATERRA VENTURES CORP.
a Nevada corporation, having an
address at 1200 Dupont Street, Suite 2J, Bellingham, WA
98225
(the
"Optionee")
OF THE SECOND PART
WHEREAS
:
A. The Optionor is the beneficial
owner of a mineral claim referred to as the “Frances
Property” located in the Vancouver Mining District of British
Columbia, Canada.
B. The Optionor has agreed to
grant an exclusive option to the Optionee to acquire an interest in
and to the mineral claim on the terms and subject to the conditions
of this Agreement.
NOW THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the sum of Ten Dollars ($10.00) now paid by the
Optionee to the Optionor (the receipt of which is hereby
acknowledged), the parties agree as follows:
1.
DEFINITIONS
1.1 For the purposes of this
Agreement the following words and phrases shall have the following
meanings, namely:
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(a)
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"Exploration and Development"
means any and all activities comprising or undertaken in connection
with the exploration and development of the Property, the
construction of a mine and mining facilities on or in proximity to
the Property and placing the Property into commercial
production;
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(b)
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"Exploration Expenditures”
means all reasonable and necessary monies expended on or in
connection with Exploration and Development as determined in
accordance with generally accepted accounting principles including,
without limiting the generality of the foregoing:
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(i)
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the cost of entering upon,
surveying, prospecting and drilling on the Property;
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(ii)
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the cost of any geophysical,
geochemical and geological reports or surveys relating to the
Property;
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- 2 -
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(iii)
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all filing and other fees and
charges necessary or advisable to keep the Property in good
standing with any regulatory authorities having
jurisdiction;
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(iv)
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all rentals, royalties, taxes
(exclusive of all income taxes and mining taxes based on income and
which are or may be assessed against any of the parties hereto) and
any assessments whatsoever, whether the same constitute charges on
the Property or arise as a result of the operation
thereon;
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(v)
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the cost, including rent and
finance charges, of all buildings, machinery, tools, appliances and
equipment and related capital items that may be erected, installed
and used from time to time in connection with Exploration and
Development;
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(vi)
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the cost of construction and
maintenance of camps required for Exploration and
Development;
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(vii)
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the cost of transporting persons,
supplies, machinery and equipment in connection with Exploration
and Development;
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(viii)
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all wages and salaries of persons
engaged in Exploration and Development and any assessments or
levies made under the authority of any regulatory body having
jurisdiction with respect to such persons or supplying food,
lodging and other reasonable needs for such persons;
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(ix)
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all costs of consulting and other
engineering services including report preparation;
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(x)
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the cost of compliance with all
statutes, orders and regulations respecting environmental
reclamation, restoration and other like work required as a result
of conducting Exploration and Development; and
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(xi)
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all costs of searching for,
digging, working, sampling, transporting, mining and procuring
diamonds, other minerals, ores, and metals from and out of the
Property;
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(c)
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“Mineral Claim” means
the mineral claim described in Schedule A to this Agreement,
including: (i) any replacement or successor claims; and (ii) all
mining leases and other mining interests derived from any such
claims;
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(d)
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"Option" means the option to
acquire a 60% undivided interest in and to the Property as provided
in this Agreement;
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(e)
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"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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(f)
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"Property" means the Mineral
Claim and the Property Rights; and
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(g)
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"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 in connection with the Mineral Claim and
necessary for the exploration of the Mineral Claim.
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1.2 Unless otherwise noted, all
currency references contained in this Agreement shall be deemed to
be references to Canadian funds.
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2. GRANT AND EXERCISE OF
OPTION
2.1 The Optionor hereby grants to
the Optionee the sole and exclusive right and option to acquire a
60% undivided interest in and to the Property free and clear of all
charges, encumbrances and claims on the following terms and subject
to the following conditions:
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(a)
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The Option shall be exercised by
the Optionee:
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(i)
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paying the Optionor $500 CDN on
the execution of this Agreement, the receipt of which is hereby
acknowledged by the Optionor;
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(ii)
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paying the Optionor $15,000 CDN
as follows:
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(A)
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$2,000 CDN on or before the date
that is three months after the Effective Date;
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(B)
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an additional $3,000 CDN on or
before the date that is six months after the Effective Date;
and
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(C)
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an additional $10,000 CDN on or
before the first anniversary of the Effective Date.
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(iii)
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incurring Exploration
Expenditures of $160,000 CDN on the Property as follows;
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(A)
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$10,000 CDN on or before the date
that is six months after the Effective Date; and
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(B)
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a further $150,000 CDN on or
before the second anniversary of the Effective Date.
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(iv)
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Issuing shares of the
Optionee’s common stock (the “Shares”) to the
Optionor as follows:
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(A)
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2,000 Shares on or before the
date that is three months after the Effective Date;
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(B)
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an additional 3,000 Shares on or
before the date that is six months after the Effective Date;
and
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(C)
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an additional 10,000 Shares on or
before the first anniversary of the Effective Date.
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(collectively referred to as the
“Option Shares”)
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(b)
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In the event that the Optionee
spends, in any of the above periods, less than the specified sum,
it may pay to the Optionor the difference between the amount it
actually spent and the specified sum before the expiry of that
period in full satisfaction of the Exploration Expenditures to be
incurred. In the event that the Optionee spends, in any period,
more than the specified sum, the excess shall be carried forward
and applied to the Exploration Expenditures to be incurred in
succeeding periods.
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(c)
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Upon exercise of the Option, a
60% undivided right, title and interest in and to the Property
shall vest in the Optionee free and clear of all charges,
encumbrances and claims.
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3. TRANSFER OF
TITLE
3.1 Upon execution of this
Agreement, the Optionee shall be entitled to record this Agreement
against title to the Property.
3.2 Upon exercise of the Option
in accordance with Section 2.1, the Optionor shall deliver to the
Optionee a duly executed bill of sale or quit claim deed and such
other executed documents of transfer as required, in the opinion of
the Optionee's lawyers, for the transfer of an undivided 60%
interest in the Property to the Optionee.
4. RIGHT OF
ENTRY
4.1 During the Option Period, the
Optionee, its servants, agents and workmen and any persons duly
authorised by the Optionee, shall have the right of access to and
from and to enter upon and take possession of and prospect, explore
and develop the Property in such manner as the Optionee in its sole
discretion may deem advisable for the purpose of incurring
Exploration Expenditures as contemplated by Section 2, and shall
have the right to remove and ship therefrom ores, minerals, metals,
or other products recovered in any manner therefrom.
5. COVENANTS OF THE
OPTIONEE
5.1 The Optionee covenants and
agrees that during the term of this Agreement:
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(a)
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the Optionee shall keep the
Property clear of all liens, encumbrances and other
charges;
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(b)
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the Optionee shall carry on all
operations on the Property in a good and workmanlike manner and in
compliance with all applicable governmental regulations and
restrictions including but not limited to the posting of any
reclamation bonds as may be required by any governmental
regulations or regulatory authorities;
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(c)
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the Optionee shall pay or cause
to be paid any rates, taxes, duties, royalties, workers’
compensation or other assessments or fees levied with respect to
its operations thereon;
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(d)
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the Optionee shall pay the yearly
claim maintenance payments necessary to maintain the claims in good
standing;
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(e)
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the Optionee shall maintain books
of account in respect of its expenditures and operations on the
Property and, upon reasonable notice, shall make such books
available for inspection by representatives of the
Optionor;
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(f)
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the Optionee shall allow any duly
authorised agent or representative of the Optionor to inspect the
Property at reasonable times and intervals and upon reasonable
notice given to the Optionee;
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(g)
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the Optionee shall allow the
Optionor access at reasonable times to all maps, reports, sample
results and other technical data prepared or obtained by the
Optionee in c
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