Mineral Claim Purchase and Sale Agreement
THIS AGREEMENT made as of the ______ day of _________, _________, 2013 for the purchase and sale of THREE unpatented mining claims, sold as a group and packaged parcel, hereinafter referred to as “the property” and described in “schedule A”, A”, is 1. BETWEEN: _______________________________________________ ________________ _______________________ _______________ _______________ ________________ ________________ _______________ ___________ ___ ________________ _______________________ _______________ _______________ _______________ ________________ ________________ ___________ ___
(Hereinafter referred to as the "Seller") Of the first part
2. AND: _______________ _______________________ ________________ _______________ _______________ _______________ ___________ ____ _______________ ______________________ _______________ ________________ _______________ _______________ _______________ __________ ___ _______________ ______________________ _______________ ________________ _______________ _______________ _______________ __________ ___
(Hereinafter referred to as the "Purchaser") Of the second part
3. WHEREAS:
A. The Seller is the free and clear owner of the property which consists of 3 unpatented mineral mining claims located in Douglas County Oregon (more properly identified in "Schedule A hereto attached") B. The Purchaser has agreed to purchase and the Seller has agreed to sell exclusively the described mineral claims on the terms and an d conditions hereinafter set forth. 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller represents and warrants the purchaser that:
A. The Seller is legally entitled to hold the property, the Mineral Rights and Property Rights according to existing mining law, to the property described in “Schedule A”. B. The Seller is now, and will be at the time of transfer to the Purchaser, the recorded holder and beneficial owner of all of the mineral claims comprising the Property and that the Property will be free and clear of all liens, charges and claims of other, except as noted on Schedule "A", and no taxes or rentals are due in respect of any thereof; C. All mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions as of the effective date of this agreement. D. There is no adverse claim or challenge against or to the ownership of o r title to any of the mineral claims comprising the Property, nor to the knowledge of the Seller, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Seller, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property. E. Upon signature of this Purchase agreement, the seller grants to the purchaser express permission and exclusive rights to prospect for valuable minerals upon the Property until such time this agreement is fulfilled or declared breach ed. F. The Seller makes no warranty to the value of any minerals within the property and makes no statement about the ease of access or feasibility of mining the property. G. The representations and warranties contained in this Section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representations or warranty, and the representations and warranties contained in this section shall survive the execution hereof.
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants the Seller that:
A. All payments per this agreement shall be made in regular payments and be paid in full on or before September 1st, 2013. B. Purchaser shall be responsible for following all laws and other leg al expectations when entering, using or prospecting upon the Property during the life of the Purchase and Sale Agreement. C. Purchaser shall be responsible for the payment of all fees and assessments associated with the Property including filing fees with the Coun ty and BLM, any applicable mining permits and all fees associated with the proper recordi ng of the sale of this property effective upon the date of entering into this agreement. D. Purchaser shall not sublet, transfer, lend, sell, agree to sell or lease the Property to anyone for any reason prior to the finalization of this agreement. E. Purchaser shall not allow any unauthorized use or illegal activity upon this property prior to finalization of this agreement The representations and warranties contained in this Section are provided for the exclusive benefit of the Seller, and a breach of any one or more thereof may be waived by the Seller in whole or in part at any time without prejudice to his rights in respect of any other breach of the same or any other representations or warranty, and the representations and warranties contained in this section shall survive the execution hereof. If payments are not made in full during the term of this agreement, or if any other warranties or the purchaser are not fulfilled, Purchaser grants the Seller the right to, at his option, demand that the Property along with all rights revert wholly back to the Seller, without encumbrances or lien, along with all incremental pa yments and deposits including any goods or property offered toward the purchase price or stored upon the property at the time of forfeiture. 6. PURCHASE AND SALE
The Seller agrees to sell and the purchaser agrees to purchase a 100% undivided interest in and to the property, free and clear of all charges, encumbrances and claims. In consideration of the sale of the property by the Seller the purchaser shall pay the sum Three thousand six hundred dollars ($3600) for three mineral claims sold as a package identified at “the Property” and described in “Schedule A” A. upon signing this agreement becomes valid and binding; $500 Cash in addition to $500 already on deposit for a total of $1000 deposit will be due and payable. B. Incremental and approximately equal payments shall be made until full sum is paid in full C. Payment in full to the Seller shall be complete and received on or before September 1st, 2013
Purchaser grants the Seller the undeniable right to, at his option, demand that the Property along with all rights revert wholly back to the Seller, without encumbrances or lien, along with all incremental payments and deposits to date and also including any goods or property offered toward the purchase price or stored upon the property at the time of forfeiture. 7. OTHER OBLIGATIONS OF THE PURCHASER
The Purchaser agrees to do all work on the property in a good and workman like fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority. The purchaser shall not create or allow to be created, excessive debris or accumulations of deleterious materials on the property. The Purchaser agrees to indemnify and save the Seller harmless in respect of any and all costs, claims, liabilities and expenses arising out of the Purchasers activities on the P roperty, but the Purchaser shall incur no obligation hereunder in respect of claims arising or damages suffered after termination of the Purchase Agreement if upon termination of the Agreement any workings on or improvements to the Property made by the Purchaser are left in a safe condition in accordance with government regulations and laws. 8. TERMINATION OF PURCHASE AGREEMENT
Prior to the payment in full of the purchase price, the Purchaser or Seller may terminate the Purchase and Sale Agreement by written notice to the other party only if conditions in section 4. and 5. have not been met by their respective parties. If the Purchase Agreement is terminated by the Purchaser or the Seller, prior to the payment of Purchase Price in full, the obligations of the Purchaser stop at the balance of the Purchase Price then outstanding and the purchaser shall: A. Immediately stop all mining and development activity and forfeit access right to the property back to the Seller B. Within 30 day remove all personal property, materials or equipment stored or staged on the property. Any property or equipment left on the property after 30 days of termination becomes forfeited to the seller who may elect to remove it at the purchaser’s expense. C. deliver to the Seller a Bill of Sale or other proper form of transfer documents, in recordable form whereby the right, title, and interest in and to the property has been transferred to the Seller or its nominees, free and clear of all liens or charges arising from the purchasers activities on the property, and; D. deliver at no cost to the Seller within 30 days of such termination, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction or, or in the possession of the purchaser with respect to the Property and not theretofore furnished to the Seller.
9. TRANSFER OF TITLE
Concurrently with the execution of this agreement, the Seller shall deliver to the Purchaser duly executed transfers of the 100% interest in the Property in the form of a Quit Claim Deed. The Purchaser is responsible for the proper recording of the Quit Claim Deed and all fees associated thereof. 10. GENERAL TERMS
This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this agreement. This Agreement shall endure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Signature of Seller: ______________________________________________________
Signature or Purchaser: __________________________________________________
Effective date: ______________________. 2013
attachments: “schedule A” Filed and recorded notices of location Filed and recorded small miner waiver Filed and recorded Affidavit of assessment paid Claim maps
