Exhibit
10.01
PURCHASE AGREEMENT
BY THIS PURCHASE AGREEMENT
effective as of the 15 th day
of June, 2009 (the “Effective Date”),
BY AND BETWEEN
G EO X PLOR CORP. , a Nevada
corporation, whose address is 3655 West Anthem Way, Anthem, Arizona
85080 (“GeoXplor”),
AND
AMERICAN LITHIUM MINERALS,
INC. , a Nevada corporation,
whose address is 2850 W. Horizon Ridge Parkway, Suite 200,
Henderson, NV 89052 ("ALM"),
GeoXplor, in consideration of the
agreements set forth herein, has granted certain rights to ALM
under the following terms and conditions:
1.
Grant; Definitions
a.
Exploration License
– GeoXplor hereby grants to ALM an
exclusive license to enter upon the "Property" together with the
right to conduct "Mineral Exploration" during the a five-year
evaluation and due diligence term.
b.
Definitions - The words and phrases used in this Agreement shall
have the following meanings:
(1)
The "Property" shall include those
certain unpatented placer mining claims situated in Esmeralda
County, Nevada, more particularly described in Exhibit A attached
hereto.
(2)
"Mineral Exploration and Development
Testing" shall include those activities that ALM, in its sole
judgment and discretion, may deem advisable for the purpose of
ascertaining any facts relating to the occurrence, nature and
extent of lithium carbonate and related lithium compounds or
mineralization in and under the Property and the metallurgical and
physical properties of such minerals; including, but not limited
to, surface trenching, excavations, geophysical and geochemical
surveys, drilling, the sinking of shafts for bulk sampling, and
further including the right to use the surface for access, to place
and use facilities on the surface and to use water and other
surface resources that may be useful or convenient in connection
with such activities. Mineral Exploration and Development
Testing shall specifically include such testing as may be required
for filings with any applicable stock exchange.
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(3)
“Shares” means fully paid and
non-assessable common shares in the capital of ALM, issued pursuant
to exemptions from registration and prospectus requirements
contained in the United States Securities Act of 1933 and the rules
and regulations promulgated thereunder, which Shares shall contain
such restrictive legends regarding applicable hold periods as
required by such securities laws.
(4)
“Dollar(s)” or
“$” shall mean currency of the United
States.
c.
Transfer of Title
– Upon ALM’s completion of
its obligations under subsection a and b of Section 2 and
subsection f of Section 4, GeoXplor shall transfer title of the
Property to ALM subject to (1) ALM’s concurrent transfer to
GeoXplor of a royalty on the production of lithium carbonate from
the Property and (2) a further agreement to pay an additional bonus
as specified in subsection c of Section 2 of this
Agreement.
2.
Consideration to
GeoXplor
a.
Payments and Reimbursements
- ALM shall pay GeoXplor in consideration
of the grant of the exploration license and other rights granted
under this Agreement the following:
(1)
Five Thousand Dollars ($5,000.00) upon
the execution of a letter of intent on April 29, 2009, the receipt
of which is acknowledged;
(2)
Fifty-Six Thousand Dollars ($56,000.00)
upon execution of this Agreement (calculated based on $500.00 per
claim multiplied by 53 staked and recorded claims equals $26,500.00
minus $5,000.00 deposit equals $21,000.00 plus $35,000.00 as
payment on execution equals $56,000.00);
(3)
Seventeen Thousand Five Hundred Dollars
($17,500.00) upon presentation of a receipt for payment of the
filing and claim maintenance fees to the Nevada State Office of the
Bureau of Land Management for the filing of 35 “AF”
placer claims, it being understood that GeoXplor will be reimbursed
for the costs associated with locating claims of Five Hundred
Dollars ($500.00) per claim;
(4)
Thirty-Five Thousand Dollars ($35,000.00)
or before the date one year from the Effective Date of this
Agreement;
(5)
Fifty Thousand Dollars ($50,000.00) or
before the date two years from the Effective Date of this
Agreement;
(6)
One Hundred Thousand Dollars
($100,000.00) or before the date three years from the Effective
Date of this Agreement; and
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(7)
One Hundred Thousand Dollars
($100,000.00) or before the date four years from the Effective Date
of this Agreement.
b.
Stock Transfer – As additional consideration, the Purchase
Price shall include the issuance of 750,000 Shares, subject to such
conditions as may be imposed by the rules and regulations of the
United States Securities and Exchange Commission, as
follows:
(1)
Two Hundred and Fifty Thousand (250,000)
Shares on execution of this Agreement;
(2)
Two Hundred and Fifty Thousand (250,000)
Shares on or before the date one year from the Effective Date of
this Agreement; and
(3)
Two Hundred and Fifty Thousand (250,000)
Shares on or before the date two years from the Effective Date of
this Agreement.
c.
Conditions for Transfer of Title and
Subsequent Limitations –
(1)
At such time as the ALM has completed the
payments and stock transfers specified in subsections a and b of
this Section 3, and has completed the expenditures for Work
specified in subsection f of Section 4, the Property shall be
transferred to ALM by Quitclaim Deed.
(2)
Concurrently with the transfer of title
to ALM, ALM shall convey to GeoXplor a “Net Value
Royalty” on production of lithium carbonate and other lithium
minerals from the Property measured by three percent (3%) of the
gross proceeds received by the ALM from the sale or other
disposition of lithium carbonate or other lithium compounds less
(i) transportation of the product from the place of treatment to
the purchaser, (ii) all handling and insurance charges associated
with the transportation, and (iii) any taxes associated with the
sale or disposition of the product (excluding any income taxes of
ALM). ALM shall have the further right to purchase up to two
percent (2%) of the Net Value Royalty, in whole percentage points,
for One Million Dollars ($1,000,000) for each one percent (1%),
which right shall be exercised, if at all, within fifty (50) years
from and after the conveyance to GeoXplor.
(3)
If ALM, its assignee or a joint venture
including ALM, (i) delivers to its Board of Directors or applicable
other management a feasibility study recommending mining of lithium
carbonate or other lithium compound from the Property and such
Board of management authorizes implementation of a mining plan, or
(ii) sells, options, assigns, disposes or otherwise alienates all
or a portion of its interest in the Property, ALM shall pay
GeoXplor an additional bonus of Five Hundred Thousand Dollars
($500,000) in cash or shares of ALM. The election to obtain
cash or shares of ALM shall be at the sole election of
GeoXplor.
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c.
Method of Making Payments
- All payments required under this
Agreement may be mailed or delivered to GeoXplor's address or to
any single depository as GeoXplor may instruct. Upon making
payment to the authorized agent or depository, ALM shall be
relieved of any responsibility for the distribution of such payment
to GeoXplor. The delivery or the deposit in the mail of any
payment hereunder on or before the due date thereof shall be deemed
timely payment hereunder.
3.
Inspection
Both GeoXplor or ALM (or their respective
agents), may enter upon the Property or processing facilities to
inspect the same at such times and upon such notice to the other
party as shall not unreasonably or unnecessarily hinder or
interrupt the operations of ALM. At such time as a royalty is
conveyed to GeoXplor, the royalty document shall include a right of
inspection of the Property and the books and records used for the
calculation of royalty and the right to audit on an annual
basis.
4.
Obligations of ALM
a.
Conduct of Operations
– All work performed on the
Property by ALM pursuant its rights under this Agreement or by
GeoXplor pursuant to its activities as the operator to implement
Work authorized by ALM, shall be done in a good and workmanlike
manner and in compliance with all state or federal laws and
regulations governing such operations.
b.
Protection from Liens
– ALM shall pay all expenses
incurred or authorized by it in its activities on the Property and
shall allow no liens arising from any act of ALM to remain upon the
Property; provided, however, that ALM shall not be required to
remove any such lien as long as ALM is contesting in good faith the
validity or amount thereof.
c.
Indemnity – ALM shall indemnify GeoXplor against and hold
GeoXplor harmless from any suit, claim, judgment or demand
whatsoever arising out of negligence on the part of ALM in the
exercise of any of its rights pursuant to this Agreement, provided
that if GeoXplor or any person or instrumentality acting on
GeoXplor's behalf shall have been a contributing cause to the event
giving rise to such suit, claim, demand or judgment, ALM's
obligation to indemnify GeoXplor shall not exceed ALM's liability
under the laws applicable to the event giving rise to such suit,
claim, demand or judgment. Likewise, GeoXplor shall similarly
indemnify ALM from claims arising out of its negligence in the
conduct of its activities as operator to implement Work authorized
by ALM.
d.
Payment of Taxes
– ALM shall pay all taxes levied
against the Property and any improvements on the Property.
ALM shall have the right to contest, in the courts or
otherwise, the validity or amount of any taxes or assessments,
before it shall be required to pay the same. If this
Agreement is terminated or otherwise expires, any taxes that are
ALM's responsibility shall be prorated for the calendar year of
expiration or termination as of the date ALM has removed its
equipment, facilities and improvements from the
Property.
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e.
Maintenance – ALM shall timely pay and make the appropriate
record of the payment of the claim maintenance fee or any other fee
required under state or federal law to maintain the unpatented
mining claims included within the Property for each assessment year
during which this Agreement continues in force beyond July 1 of the
applicable assessment year.
f.
Work Commitment
– Before the expiration of
five (5) years from the Effective Date, ALM shall expend not less
than Two Millions Dollars ($2,000,000) in Mineral Exploration and
Development Testing ("Work"). The Work shall be scheduled to
expend not less than One Hundred Thousand Dollars ($100,000) during
the first year, One Hundred Thousand Dollars ($100,000) during the
first year, Two Hundred Thousand Dollars ($200,000) during the
second year, Five Hundred Thousand Dollars ($500,000) during the
third year, and One Million Two Hundred Thousand Dollars
($1,200,000) during the fourth year. The nature, place and conduct
of such Work shall be at the sole discretion of ALM and the amount
of the expenditures shall be determined by the direct cost to ALM
of Work performed. GeoXplor shall undertake to perform such
Work as directed by ALM under Work plans provided to GeoXplor on a
periodic or as needed basis. ALM’s performance of Work
shall otherwise conform to the Work plan and shall conform to
industry standards. Any expenditure in excess of the amount
required for any annual period shall be applicable against
expenditures required for the succeeding year or years.
5.
Title Matters
a.
Representations and Warranties Related
to the Property –
GeoXplor represents and warrants to ALM that: (1) the
unpatented mining claims constituting the Property have been
located and appropriate record made thereof in compliance with the
laws of the United States and the laws of the State of Nevada, (2)
the claim maintenance fees have been paid for the year beginning on
September 1 prior to the effective date of this Agreement and
appropriate record made thereof; (3) there is no claim of adverse
mineral rights affecting the Property, (4) subject to the paramount
interest of the United States, GeoXplor controls the full undivided
possessory title to the Property, (5) except as specified in
Exhibit A, GeoXplor's possessory right to the Property is free and
clear of all liens and encumbrances.
b.
Joint Representations
– ALM and GeoXplor jointly
represent and warrant that each company: (1) have the full right,
power and capacity to enter into this Agreement upon the terms set
forth herein, (2) is incorporated, organized and in good standing
under the laws of the state
