MINERAL CLAIM PURCHASE AGREEMENT
THIS MINERAL CLAIM PURCHASE AGREEMENT dated as of the 30 th day of June, 2010 (the “ Agreement ”), by and amongst ORO QUEST INC. , a Yukon corporation, having a business address of Box 20072, Whitehorse, Yukon Y1A 7A2 (“ Oro Quest ” or the “ Seller ”) and YUKONIC MINERALS CORP. , a Nevada corporation, having a business address of 593 Polson Avenue, Winnipeg, Manitoba R2W 0P1 (“ Purchaser ”). The entities above are collectively referred to as the Parties.
, the Seller owns the
Claims, as such term is defined and enumerated in
WHEREAS , the Seller wishes to sell all its right, title and interest in and to the Claims to the Purchaser for the sum of US $15,000.00 pursuant to the terms and conditions set forth herein; and
WHEREAS , the Purchaser wishes to purchase the Claims pursuant to the terms and conditions set forth herein.
NOW, THEREFORE , in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
SALE OF THE CLAIM
The Claim .
Subject to the terms and conditions stated herein, and in exchange for the consideration set forth in Section 1.2 hereof, the Seller does hereby transfer, sell, assign, set over and quit claim unto the Purchaser, and the Purchase hereby acquires from the Seller, all of the Seller's right, title and interest in and to each and every mining claim identified below (the " Claims "):
A map of the claim is attached as Exhibit “A” hereto.
The Purchase Price .
The Purchaser hereby agrees to pay, and the Seller hereby acknowledges receipt of, the sum of us $15,000.00 as consideration for the Claims.
The Seller hereby appoints the Purchaser to be its attorney for the limited purpose of executing on its behalf any deed or document and perform all other lawful acts that may be required to duly transfer the Claims to the Purchaser.
REPRESENTATIONS AND WARRANTIES
Each party hereto hereby
agrees that the Seller makes no representation or warranties
regarding the (a) value of the Claims; (b) the existence of mineral
deposits in geographic areas covered by the Claims (such areas, the
" Property "); (c) the safety, feasibility or legality of
exploring the Claims; or
Seller's Representations . As an inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated herein, the Seller represents and warrants to the Purchaser as follows, all of which are true and complete as of the date of this Agreement:
Organization of the Seller . The Seller is a corporation duly organized and validly existing and in good standing under the laws of the Yukon Territory, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Authority . (1) The Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; (2) the execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Seller or its Board of Directors or stockholders is required; and (3) this Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
Purchaser's Representations . As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated herein, the Purchaser represents and warrants to the Seller as follows, all of which are true and complete as of the date of this Agreement:
Organization of the Purchaser . The Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to own, lease and operate its properties and