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Exhibit 6.4
OPTION AGREEMENT
FOR VALUE RECEIVED, DIAMOND DISCOVERIES INTERNATIONAL CORP. ("Optionor")
hereby grants to TANDEM RESOURCES LTD. ("Optionee"), subject to the terms and
conditions hereinafter set forth, the option to purchase forty (40%) percent of
the properties whose legal descriptions are set forth on Schedule 1 hereto (the
"Properties").
1. Option period. The Option may be exercised at any time from the date
hereof and for a period of time during which the Optionor shall have expended
$5,000,000 Canadian on exploration.
2. Conditions of Exercise. The following shall be conditions of Optionee's
right to exercise the option granted under this Agreement:
(a) The Optionor shall have expended $5,000,000 Canadian (the "Threshold
Amount" on exploration of the Properties;
(b) The Optionee shall have paid the Optionor $2,000,000 Canadian in
connection with the exploration of the Properties; and
(c) Within sixty (60) days of demonstrating that the Threshold Amount has
been expended, the Optionor and Optionee shall have entered into a joint
venture agreement to operate the Properties.
3. Exercise. At any time during the option period, after satisfaction of the
conditions set forth in Section 2, this option may be exercised by notice to
Optionor delivered or mailed by certified or registered mail, return receipt
requested, to Optionor's address set forth in Section 5.
4. Failure to Exercise. If Optionee fails to exercise the option during the
Option Period, Optionor shall retain any amounts paid by Optionee and neither
party shall have any further rights or claims against the other by reason of
this transaction.
5. Notices. Any notice under this Agreement shall be delivered or sent by
certified or registered mail, postage prepaid, return receipt requested, and
addressed as follows:
To Optionor: Teodosio V. Pangia
Diamond Discoveries International Corp.
119 West 23rd Street, Suite 508
New York, New York 10011
Copy to: Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street
New York, New York 10017
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To Optionee: Stanley G. Hawkins
Tandem Resources Ltd.
111 Richmond Street West, Suite 402
Toronto,, Ontario M5H 2G4
Copy to: Michel Blouin, Esq.
Lavery, de Billy
1 Place Ville Marle, Suite 4000
Montreal, Quebec H3B 4M4
6. Conflicting Provisions. Neither the execution and delivery of this
Agreement, the consummation of the transactions herein, the fulfillment of the
terms hereof, nor compliance with the terms and provisions hereof, will
conflict with or result in a breach of any of the terms, conditions or
provisions of any agreement to which the Optionor and Optionee are a party,
including the Acquisition Agreement between Optionor and Optionee, Peter
Ferderber and Stanley Hawkins (the "Acquisition Agreement"). To the extent that
any provision of this Agreement conflicts with a provision of the Acquisition
Agreement shall control.
7. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors, and assigns.
8. Expenses. Except as otherwise expressly provided herein, each party shall
pay all of its own expenses incidental to the negotiation and preparation of
the documentation relating to this Agreement, and for entering into and
carrying out the terms and conditions thereof and consummating the
transactions, regardless of whether they are consummated.
9. Payment of Taxes. All fees, costs, charges, and expenses payable to any
federal, state, or municipal authority, including, without limitation, all
filing fees, documentary stamps, and transfer, sales and other taxes required
to be paid, or imposed in connection with the transfer of any of the Properties
under the terms of this Agreement shall be paid by Optionee, including any
recordation taxes and charges payable in connection with the recordation of
deeds relating to the Properties.
10. Assignment. Except as may otherwise by expressly provided herein, neither
party may assign any right, obligation, or liability arising hereunder without
the other party's prior written consent. Any such assignment or attempted
assignment shall be null and void.
11. Headings. Headings in this Agreement are for convenience and reference
only and shall not be used to interpret or construe its provisions.
12. Governing law. This Agreement and all other documents relating to this
Agreement shall be governed by the laws of the state of New York, excepting
applicable Federal law and except only to the extent precluded by mandatory
application of another state or foreign jurisdiction's laws. Whenever possible,
each provision of this Agreement shall be interpreted in such a manner as to be
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effective and valid under applicable law, but if any provision of this
Agreement or any part of such provision shall be prohibited by or invalid under
applicable law, such provision or part thereof shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.
13. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
14. Third party Beneficiaries. Except for their proper heirs, successors, and
assigns, the parties intend that no third party shall have any rights or claims
by reason of this contract.
15. Forum. The parties hereto agree that any action or proceeding arising out
of or relating to this Agreement or the documents relating thereto, may be
commenced in the Supreme Court of the State of New York, New York County or in
the District Court of the United States for the Southern District of New York
and each party agrees that a summon and complaint commencing an action or
proceeding in either of such courts shall be properly served and shall confer
personal jurisdiction if served personally or by certified mail to each party
at their address set forth in this Agreement, or as otherwise provided under
the laws of the state of New York. Further, Optionor and Optionee specifically
consent to the personal jurisdiction of the Supreme Court of the State of New
York, New York County and the District Court of the United States for the
Southern District of New York and waive and hereby acknowledge that they are
estopped from raising any claim that either such court lacks personal
jurisdiction over them so as to prohibit either such court from adjudicating
any issued raised in a complaint filed with either such court against them by
the Optionor concerning this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first above written.
Dated: September 12, 2000
Optionor:
"Diamond discoveries International Corp."
By: Teodosio V. Pangia
----------------------------
Teodosio V. Pangia, Chairman
Optionee:
"Tandem Resources Ltd."
By: Stanley G. Hawkins
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Stanley G. Hawkins, President
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SCHEDULE 1
THE PROPERTIES
P.E.M. 0001483 P.E.M. 0001517 P.E.M. 0001473
P.E.M. 0001482 P.E.M. 0001472 P.E.M. 0001499
