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Title: |
Option Agreement |
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Date: |
2004 |
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Preview shows 6KB of 44KB total |
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$43 |
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ID: |
#1329239 |
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OPTION AGREEMENT
THIS AGREEMENT dated for reference the 8th day of April, 2004
BETWEEN:
CONSOLIDATED GLOBAL MINERALS LTD., a company incorporated under the laws of Alberta and having a head office located at Suite 1280, 625 Howe Street, Vancouver, British Columbia, V6C 2T6
(the "Optionor")
OF THE FIRST PART
AND:
ABERDENE MINES LTD., a company incorporated under the laws of Nevada and having an office located at Suite 700, 101 Convention Center Drive, Las Vegas, Nevada, 89109
(the "Optionee")
OF THE SECOND PART
WHEREAS:
A. The Optionor has leased certain property interests in fee lands, mineral rights and surface rights situated in Elko County, Nevada (the "Property") pursuant to the Mining Lease and Surface Use with Conditional Purchase Option Agreement dated November 15, 2003 between Van Norman Ranches, Inc. and the Optionor, and as more particularly described in the attached Schedule "A";
B. The Optionee wishes to acquire the right to earn an undivided 75% interest in and to the Optionor's interest in the Property on the terms and subject to the conditions set out in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1.1 For the purposes of this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions have the following meanings:
(a) "Advance Minimum Royalties" have the meaning attributed to them in section 1.2 of the Mining Lease;
(b) "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by or is under the common control with either the Optionor or the Optionee. "Control" means possession, directly or indirectly, or the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;
(c) "Agreement" means this Agreement, as amended from time to time;
(d) "Altair" means Altair Minerals, Inc., a corporation incorporated under the laws of Nevada;
(e) "Altair Properties" means those property interests more particularly described in Schedule "B" hereto;
(f) "Commercial Production" means the production of valuable minerals from the Property as defined in the Mining Lease;
(g) "Environmental Claims" means any and all administrative, regulatory, or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, or proceedings relating in any way to any Environmental Law or any permit issued under any Environmental Law, including, without limitation:
(i) any and all claims by government or regulatory authorities for enforcement, clean-up, removal, response, remedial, or other actions or damages under any applicable Environmental Law; and
(ii) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive or other relief resulting from hazardous materials, including any release of those claims, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment;
(h) "Environmental Laws" means all requirements of the common law, civil code, or of environmental, health, or safety statutes of any agency, board, or governmental authority including, but not limited to, those relating to (i) noise, (ii) pollution or protection of the air, surface water, ground water, or land, (iii) solid, gaseous, or liquid waste generation, handling, treatment, storage, disposal, or transportation, (iv) exposure to hazardous or toxic substances, or (v) the closure, decommissioning, dismantling, or abandonment of any facilities, mines, or workings and the reclamation or restoration of lands;
(i) "Expenditures" mean all cash, expenses, obligations and liabilities, other than for personal injury or property damage, of whatever kind or nature spent or incurred directly or indirectly in connection with the exploration, development or equipping of the Property or any portion thereof for Commercial Production including, without limiting the generality of the foregoing, monies expended in constructing, leasing or acquiring all facilities, buildings, machinery and equipment in connection with Mining Work, in paying any taxes, fees, charges, payments or rentals (including payments in lieu of assessment work) or otherwise to keep the Property or any portion thereof in good standing (including the Advance Minimum Royalties payable to the Owner and any payment to or in respect of acquiring any agreement or confirmation from any holder of surface rights respecting the Property or any portion thereof), in carrying out any survey of the Property or any portion thereof, in doing geophysical, geochemical and geological surveys, in drilling, assaying, metallurgical testing, bulk sampling and pilot plant operations, in paying the fees, wages, salaries, travelling expenses, fringe benefits (whether or not required by law) of all persons engaged in work with respect to and for the benefit of the Property or any portion thereof, in paying for the food, lodging and other reasonable needs of such persons, in preparing any reports and in supervising and managing any work done with respect to and for the benefit of the Property or any portion thereof, or in any other respects necessary for the due carrying out of Mining Work;
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