THIS AGREEMENT is made and entered into as of this "29" day of April 1999 by and
Between: Peter Ledwidge
Box 627
Dawson City, Yukon
V0B 1G0
Radio Phone JS 35960
(Hereinafter called "Ledwidge")
And: Carta Resources Ltd.
1075 Duchess Ave.
West Vancouver, BC V7T 1G8
Telephone: (604) 922-9264
Fax: (604) 922-9182
(Hereinafter called "Carta")
WHEREAS:
A. Ledwidge owns a 100% beneficial interest in certain mineral claims
located in the Dawson Mining District near the 60 Mile River in the Yukon (the
"Property") as outlined in the attached Schedule "A".
B. Ledwidge is prepared to sell Carta 100% interest in the Property pursuant
to the terms and conditions of this Agreement.
Article 1.0 - WARRANTIES OF LEDWIDGE
1.1 Ledwidge warrants that he is the sole owner of all mineral interest in
the Property subject to the right of the Crown, and has not and will not enter
into any other agreement to sell, lease, option or otherwise dispose of any
interest in the mineral claims making up the Property, and to the best of his
knowledge the said mineral claims are free and clear of all liens, charges and
encumbrances whatsoever.
1.2 To the best of Ledwidge's knowledge the mineral claims comprising the
Property have been properly located and recorded pursuant to the Mineral Tenure
Act of the Yukon and are in good standing until the dates set forth in Schedule
"A".
Article 2.0 - WARRANTIES OF CARTA
2.1 Carta has full right and corporate authority to enter into this
Agreement.
2.2 Carta warrants that it fully understands the terms and conditions of
this Agreement.
<PAGE>
Article 3.0 - SALE BY LEDWIDGE TO CARTA OF 100% INTEREST IN MINERAL
CLAIMS OUTLINED IN THE ATTACHED SCHEDULE "A".
3.1 Ledwidge grants Carta the exclusive right to acquire a 100% interest in
the Property and all rights appurtenant therto by making the following payments
and exploration expenditures.
(a) Payment to Ledwidge a total of Fifty Five Thousand Dollars ($55,000),
such sum shall be paid as follows:
(1) $5,000 is due and payable on the signing of this Agreement.
(2) $10,000 is due and payable on or before May 1, 2000
(3) $10,000 is due and payable on or before May 1, 2001
(4) $10,000 is due and payable on or before May 1, 2002
(5) $20,000 is due and payable on or before May 1, 2003.
(b) Carta must incur Exploration Expenditures by May 1, 2003 of not less
than $300,000 on the Property and any claims that Carta may stake in an area
within three kilometers of the Property.
(c) Signing Consideration
Upon signing of this Agreement, Carta shall within ten days after approval by
the Vancouver Stock Exchange provide Ledwidge with a share certificate for ten
thousand (10,000) common shares of Carta Resources Ltd. payable to Ledwidge in
consideration for signing this Agreement.
3.2 Carta acknowledges that on commencement of Commercial Production, the
Property will be subject to a Net Smelter Return ("NSR") of 1% payable to
Ledwidge per Schedule "B".
3.3 Ledwidge agrees that any claims that he stakes or caused to be staked
within three kilometers of the Property shall be offered, at cost, on a right of
first refusal basis to Carta.
3.4 Carta agrees that any claims that they stake or cause to be staked
within three kilometers of the Property will be subject to a Net Smelter Return
("NSR") of 1% the same as the Property.
Article 4.0 - POWERS, DUTIES AND OBLIGATIONS OF CARTA.
4.1 Carta shall have full right, power and authority to do everything
necessary or desirable to carry out an exploration program on the Property and
to determine the manner of exploration and development of the Property.
<PAGE>
4.2 Carta shall have the duties and obligations to:
(a) keep the Property free and clear of all liens and encumbrances arising
from its operation hereunder (except liens contested in good faith by Carta) and
in good standing by doing and filing, or payment in lieu therof, of all
necessary assessment work and all other payments required to be made which may
be necessary in that regard.
(b) file, for assessment credit all work done on the Property or any claims
that Carta may stake in an area within three kilometers of the Property, up to
and including the $300,000 described in 3.1(b) of this Agreement.
(c) give written notice to Ledwidge at least ninety (90) days prior to the
Expiry Date of the Property if Carta wishes to abandon the Property.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT to be executed as of
the day and year first above written:
Peter Ledwidge
Witnessed by:
Date
Carta Resources Ltd.
Witnessed by:
Date
<PAGE>
Schedule "A"
Mineral claims located in the 60 Mile area of the Dawson Mining District in the
Yukon.
Claims Names and Numbers Expiry Dates
MUG 1 - 8 YCO 7351 - YCO 7358 June 29, 1999
Om 1 - 12 YCO 7359 - YCO 7370 June 29, 1999
A total of 20 mineral claims.
<PAGE>
Schedule "B"
NET SMELTER RETURNS
1. For the purpose of this Agreement, "Net Smelter Returns" shall mean the
actual proceeds received by Carta from a smelter or other place of sale or
treatment with respect to all ore removed by Carta from the Property as
evidenced by its returns or settlement sheets after deducting from the said
proceeds all freight or other transportation costs from the shipping point to
the smelter or other place of sale or treatment.
2. Net Smelter Returns due and payable to Ledwidge hereunder shall be paid
within thirty (30) days after receipt of the said actual proceeds by Carta.
3. Within ninety (90) days after the end of each fiscal year of Carta during
which the Property was in commercial production, the records relating to the
calculation of Net Smelter Returns during the fiscal year shall be audited and
any adjustments shall be made forthwith. The audited statements shall be
delivered to Ledwidge who shall have sixty (60) days after receipt of such
statements to question in writing their accuracy and, failing such question, the
statements shall be deemed correct.
