EXHIBIT 10.1
Contract for
Transfer of Mining Licenses
Party A : 209
Geo-brigade of Yunnan Provincial Nuclear Industry, Mangshi Gold
Mine.
Name of organization: 209 Geo-brigade of Yunnan
Provincial Nuclear Industry, Mangshi Gold Mine.
Address: Santaishan Village, Luxi City of Yunnan
Province.
Legal representative: Mr. Cheng
Huiming
Authorized person: Mr. Qin Heng
Party
B :
Yunnan Western Mining Ltd.
Name of organization: Yunnan Western Mining Ltd.
Address: 2708 Room, A Unit, Dushimingyuan Building, Middle of
Renming Road, Kunming City, Yunnan Province, PRC
Legal representative: Graham R. Taylor
Authorized person: Anthony Tam
Postal code : 650031
Tel.: (Fax) :
0871-3642422
In accordance with the Law of Mineral Resources of the
People’s Republic of China, Management Method for
Transferring Exploration Licenses and Mining Licenses and the Law
of Contract of the People’s Republic of China, after both
sides engaged in friendly negotiation, this Contract is hereby
signed for transferring a Mining License in the Mangshi gold mining
area of Santaishan Village, Luxi City of Yunnan
Province(“Mangshi Gold Mining License”) from 209
Geo-brigade of Yunnan Provincial Nuclear Industry, Mangshi Gold
Mine(“Party A”) to Yunnan Western Mining
Ltd.(“Party B”). with the Information listedas
follows:
Certificate Number:5300009940016
Mining Permit Holder: 209 Geo-brigade of Yunnan Provincial Nuclear
Industry, Mangshi Gold Mine.
Name of Mining Project: 209 Geo-brigade of Yunnan Provincial
Nuclear Industry, Mangshi Gold Mine.
Economy type: Collectivity
Mineral type: Gold mine
Mining Method : Open Pit Mining
Mining Rate: Twenty thousands tonnes per year.
Mining Area: 0.43Km2（including Maiwoba Permit and Guoyuan
Permit）
Effective Period: From Sep 23, 1999 to Sep 23, 2009
Article 1 . Party A is a subsidiary of 209 Geo-brigade of
Yunnan Provincial Nuclear Industry. The Contract was willingly made
between Party A and Party B, and forms a part of the Sino-Foreign
Co-operative Joint Venture Contract of Yunnan Western Mining Ltd.,
entered into by and between 209 Geo-brigade of Yunnan Provincial
Nuclear Industry and Golden River Resources Corp., of British
Columbia, Canada. The execution of the Contract shall not affect
the rights and obligations provided in the aforesaid Sino-Foreign
Co-operative Joint Venture Contract.
Article 2 . Undisputed Ownership of the Mangshi Gold
Mining License
In accordance with the provisions of the
laws, regulations and relevant rules of the People’s Republic
of China and after being confirmed by Party A, 100% of the
ownership and uncontested mining and mining information rights in
the Mangshi Gold Mining License, is ownd by Team 209, is clear and
definite, which conforms to legal assignment conditions by the
Yunnan Provincial State Land and Resource Bureau, and the mining
rights are not disputed. The Mangshi Gold Mining License is free
and clear of all debts, encumbrances, restrictions or claims of
third parties.
Article 3 . Independent Investigation by Party B
Party B declares: Before signing the Contract, Party B has
consulted all of the technical and economical information regarding
these mining rights, which has satisfied Party B.
Article 4. Environmental Indemnity
Party A warrants:
Party A shall be responsible for the environmental pollution
arising from its mining operations within the mining areas of
Mangshi Gold Mining License, before or after the execution of the
Contract. Party A shall eliminate all environment pollution in
accordance with the state and local laws, regulations and rules of
mining industry, which shall be examined and approved by the local
environmental protection administration. All cost and expense shall
be borne by Party A.
Article 5. Main Content and Condition of Assignment
5.1
This transfer includes the underground exploration and mining of
Mangshi Gold Mining License(average depth: more than 15m).
5.2 Because the mining period of original contractor has not
expire, Party A shall retain the rights to use the already explored
loose, unconsolidated, red soil (average depth: 15m or less than
15m) for 3 years(2 years for mining, 1 year for eliminating
environmental pollution). The aforesaid mining rights shall not be
included in this transfer and shall be transferred to Party B after
3 years from the execution of the Contract.
5.3 The assets of Mangshi Gold Mining, including the use rights of
land, real estate and equipment, shall not be included in this
transfer. If Party B requires, the relevant purchase agreement may
be entered into after 3 years.
5.4 Party A shall retain the mining rights of Mangshi Gold Mining
License loose, unconsolidated, red soil in 3 years and be entitled
to benefit from it. Party A shall be responsible for all
liabilities arising from its mining operation.
5.5 In case that Party B agrees to cooperate with Party A in mining
of surface unconsolidated, red soil, the relevant cooperate
agreements may be entered into otherwise.
5.6 In case that Party B agrees to purchase the surface
unconsolidated, red soil explored by Party A, after the appraise
all value has been established by a recognized organization. The
relevant purchase agreements may be entered into otherwise.
Article 6. Charge Standard and Way of Payment
6.1 Transfer fee
According to the fair, impartial and open principle and after
both sides’ have completed friendly negotiations and mutual
approvals, the Mangshi Gold Mining License is transferred for a fee
of 150,000 transferable common shares (the “Transfer
Fee”) in Magnus International Resources, Inc.
(“Magnus”), a Nevada company which has a 90% interest
in Party B, and which trades on the Over the Counter Bulletin Board
Market in the United States of America under the trading symbol
MGNU.OB, or equivalent cash.
6.2 Way of payment
Party B will issue 50% of the transfer fee to Party A within15
days of execution of the Contract. Party B will issue the
remain
