Filed by Automated Filing Services Inc. (604) 609-0244 - Nilam Resources Inc. - Exhibit 10.1






 

 

 

MINERAL PROPERTY 
PURCHASE AND SALE AGREEMENT

 

 

BETWEEN

NILAM RESOURCES INC.

AND

PATRICIA SHORE

 

 

 

Dated as of the 1st day of March 2006.




PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of the 1st day of March, 2006

AMONG:

NILAM RESOURCES INC., a company
existing under the laws of the State of Nevada and having its head office at
#503- 2 Camden St. Toronto, Ontario, Canada, M5V-1V1 (“Nilam”)

AND:

PATRICIA SHORE., an individual
residing and doing business at #818- 470 Granville St. Vancouver, British
Columbia, Canada V6C-1V5 (the “Vendor”)

WHEREAS:

	A. 	
      The Vendor holds, directly or indirectly, interests in
      certain mineral exploration claims located in the province of British
      Columbia;

	 	 
	B. 	
      The Vendor wishes to sell and Nilam wishes to purchase a
      100% interest in the Property on the terms and conditions contained in
      this Agreement.



In consideration of the premises, covenants and agreements
contained in this Agreement, the parties covenant and agree each with the other
as follows:

1.      INTERPRETATION

1.1    Definitions

For the purposes of this Agreement and the recitals in and
Schedule to this Agreement, unless the context otherwise requires, the following
words and phrases will have the meanings indicated below:

	 	(a) 	
      “Agreement” means this Agreement including the recitals
      and Schedule hereto, which are incorporated by this reference, as amended
      and supplemented;

	 	 	 
	 	(b) 	
      “Property” means the mineral exploration claims located
      in the Province of British Columbia, Canada and listed in Schedule 1
      hereto;

	 	 	 
	 	(c) 	
      “Purchase Price” means the $3,000, US Dollars, purchase
      price for the Property as contemplated in this Agreement;

	 	 	 
	 	(d) 	
      “The Vendor” means Patricia Shore, an individual residing
      in the Province of British Columbia, Canada.

	 	 	 
	 	(e) 	
      “Nilam” means Nilam Resources Inc., a company
      incorporated and existing under the laws of
Nevada;







1.2    Interpretation

In this Agreement, except as otherwise expressed or provided or
as the context otherwise requires:

	 	(a) 	
      the headings and captions are provided for convenience
      only and will not form a part of this Agreement, and will not be used to
      interpret, define or limit the scope, extent or intent of this Agreement
      or any of its provisions; and

	 	 	 
	 	(b) 	
      a reference to time or date is to the local time or date
      in Toronto, Ontario, Canada, unless specifically indicated
    otherwise;



1.3    Amendment

No amendment, waiver, termination or variation of the terms,
conditions, warranties, covenants, agreements and undertakings set out herein
will be of any force or effect unless the same is reduced to writing duly
executed by all parties hereto in the same manner and with the same formality as
this Agreement is executed.

1.4    Waiver

No waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision (whether or not similar) and no
waiver will constitute a continuing waiver unless otherwise expressly
provided.

1.5    Schedules

The following Schedules are attached hereto and form a part
hereof:


	Schedule 	Subject 
	  	  
	1 	Description of Property 
	2 	Claim Map 



1.6    Currency

All dollar ($) references in this Agreement are to United
States dollars.

2.      PURCHASE AND SALE

2.1    Purchase and Sale

Subject to the terms and conditions of this Agreement and based
on the representations and warranties contained in this Agreement, Nilam hereby
offers to purchase the Property from the Vendor and the Vendor hereby agrees to
sell the Property to Nilam.

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2.2    Consideration

In consideration for the sale by the Vendor to Nilam of the
Property, Nilam will pay the Purchase Price for the Property to the Vendor on
the Closing date.

3.      REPRESENTATIONS AND
WARRANTIES

3.1    Representations and Warranties of The
Vendor

The Vendor represents and warrants to and in favour of the
Nilam as follows and acknowledges that Nilam is relying upon such
representations and warranties in consummating the transactions contemplated by
this Agreement:

	 	(a) 	
      This Agreement has been duly executed and delivered by
      the Vendor and constitutes a valid and binding obligation of the Vendor in
      accordance with its terms;

	 	 	 
	 	(b) 	
      Schedules 1 and 2 hereto contain an accurate and complete
      description of the Property;

	 	 	 
	 	(c) 	
      No person has any agreement or option or any right or
      privilege (whether by law, pre-emptive or contractual) capable of becoming
      an agreement or option for the purchase from the Vendor of any interest in
      the Property;

	 	 	 
	 	(d) 	
      The entering into, execution, delivery and performance by
      the Vendor of this Agreement will not violate or contravene or conflict
      with or result in a breach of or default or give rise to any right of
      termination, acceleration, cancellation or modification under any of the
      terms and conditions of any contract, agreement, commitment, arrangement
      or understanding pursuant to which the Vendor holds or has acquired its
      interest in the Property or any other contract, agreement, commitment,
      arrangement, understanding or restriction, written or oral, to which the
      Vendor is a party or by which it is bound;

	 	 	 
	 	(e) 	
      To the best of the knowledge of the Vendor after due
      enquiry, there are no legal conflicts of any nature and no investigations
      or legal or administrative affairs pending against the Vendor in
      connection with the Property or for any other cause and there is no
      pending or threatened decree, decision, sentence, injunction, order or
      award of any court, arbitral tribunal or governmental authority or any
      action, procedure, arbitration, administrative or judicial investigation,
      actual or threatened, with respect to the Vendor or the
Property;

	 	 	 
	 	(f) 	
      The Vendor holds all right, title and interest in and to
      the Property, and the Property is free of any lien, claim, pledge,
      privilege, levy, lease, sublease or rights of any person and other than
      government royalties, government work requirements and other conditions
      imposed by a governmental authority;



3.2    Representations and Warranties of
Nilam

Nilam represents and warrants to and in favour of the Vendor as
follows and acknowledges that the Vendor are relying upon such representations
and warranties in consummating the transactions contemplated by this
Agreement:

	 	(a) 	
      Nilam is a corporation duly incorporated and validly
      subsisting and in good standing in the State of
Nevada;



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	 	(b) 	
      Nilam has the corporate power and authority to enter into
      this Agreement and to perform its obligations hereunder;

	 	 	 
	 	(c) 	
      The execution and delivery of this Agreement and the
      completion of the transactions contemplated herein will constitute a valid
      and binding obligation of Nilam enforceable against it in accordance with
      its terms;

	 	 	 
	 	(d) 	
      The entering into, execution, delivery and performance by
      the Nilam of this Agreement will not violate or contravene or conflict
      with or result in a breach of or default or give rise to any right of
      termination, acceleration, cancellation or modification under any of the
      terms and conditions of any contract, agreement, commitment, arrangement,
      understanding or restriction, written or oral, to which Nilam is a party
      or by which it is bound or under the constating documents or directors’ or
      shareholders’ resolutions of Nilam;



4.      CLOSING

4.1    Time and Place of Closing

The closing (the “Closing”) of this Agreement will take place
at the offices of Nilam at 12:00 p.m. (Toronto, Ontario time) on March 1,
2006.

4.2    Closing Documents

At Closing, the parties hereto will table the following
documents:

	 	(a) 	
      Documents of The Vendor: The Vendor will table for
      delivery to Nilam title transfer documents relating to the Property in a
      form acceptable to Nilam’s legal counsel.

	 	 	 
	 	(b) 	
      Documents of Nilam. Nilam will table for delivery
      to the Vendor a certified check, or a check issued from an attorney’s
      trust account for $3,000 made payable to the Vendor or its
  agents.



5.      TERMINATION

5.1    Mutual Termination

This Agreement may, prior to Closing, be terminated by the
parties hereto by mutual agreement in writing notwithstanding anything contained
herein.

6.      GENERAL PROVISIONS

6.1    Time of Essence

Time is and will be of the essence of each and every provision
of this Agreement.

6.2    Finder’s Fees and Brokers’
Commission

Each of the parties hereto represents to the other that it has
not incurred any liability for any finders’ fee or brokers’ commission in
connection with the execution of this Agreement or the consummation of the
transactions contemplated herein.

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6.3    Expenses

Nilam will be responsible for all fees and expenses in
connection with the preparation, execution and delivery of this Agreement and
the preparation and completion of all other agreements, documents, approvals and
transactions contemplated by this Agreement.

6.4    Further Assurances

Each of the parties hereto will, whether before or after
Closing and at the expense of Nilam, execute and deliver all such further
documents and instruments, give all such further assurances, and do all such
acts and things as may reasonably be required to carry out the full intent and
meaning of this Agreement.

6.5    Entire Agreement

This Agreement and the Schedule hereto contain the whole
agreement among the parties hereto in respect of the subject matter hereof and
supersedes and replaces all prior negotiations, communications and
correspondence between the parties hereto. There are no warranties,
representations, terms, conditions or collateral agreements, express or implied,
statutory or otherwise, among the Vendor and Nilam other than as expressly set
forth in this Agreement and the Schedule hereto.

6.6    Enurement

This Agreement will enure to the benefit of and be binding upon
each of the parties hereto and their respective successors, liquidators and
permitted assigns.

6.7    Assignment

No party hereto may assign any of its right, title or interest
in, to or under this Agreement, nor will any such purported assignment be valid
amongst the parties hereto, except with the prior written consent of all parties
hereto, such consent not to be unreasonably withheld.

6.8    Governing Law

This Agreement will be construed and interpreted in accordance
with the laws of the Province of Ontario, Canada and the laws of Canada
applicable therein. The parties hereto irrevocably attorn to the jurisdiction of
the arbitrators and courts of the Province of Ontario, Canada and the venue for
any actions or arbitrations arising out of this Agreement will be Toronto,
Ontario Canada.

6.9    Notices

All notices, payments, and other required communications
(“Notices”) to the parties hereto shall be in writing and shall be addressed
respectively as follows:

	 	(a) 	If to Nilam: 
	 	 	 
	 	  	           
             Nilam Resources Inc. 
	 		                 
      #503-2 Camden St, Toronto, Ontario, Canada, M5V-1V1 
	 	 	 
	 	  	           
             If to the Vendor: 
	 	 	 
	 	(b) 	           
             Patricia Shore 
	 	  	           
             #818-470 Granville St. Vancouver, British
      Columbia, Canada V6C-1V5 


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All notices shall be given (i) by personal delivery to the
party by leaving a copy at the place specified for notice with a receptionist or
an apparently responsible individual, or (ii) by electronic facsimile
communication. All notices will be effective and will be deemed delivered (i) if
by personal delivery, on the date of delivery if delivered during normal
business hours and, if not delivered during normal business hours, on the next
business day following delivery, and (ii) if by electronic communication, on the
next business day following receipt of the electronic communication. A party
hereto may change its address for notice by notice to the other party.

6.10   Counterparts

This Agreement, and any certificates or other writing delivered
in connection herewith, may be executed in any number of counterparts with the
same effect as if all parties hereto had all signed the same documents, and all
such counterparts will be construed together and will constitute one and the
same instrument. The execution of this Agreement and any other writing by any
party hereto or thereto will not become effective until counterparts hereof or
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages, hereof or thereof, to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart.

The parties hereto have executed and delivered this Agreement
as of the date first written above.

 

NILAM RESOURCES INC.

 

 

Per:   /S/ “Karamjit
Gill”                      
         KARAMJIT
GILL
         Director,
President

 

/S/ “Patricia
Shore”                    
PATRICIA
SHORE.

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Schedule 1

Description of Property


  	Claim Name 	Tenure # 	Units 	Mining Division 	Co-ordinates 	Expiry Date 
	  	  	  	  	  	  
	Lucky Strike 	530018 	 6 	Similkameen Mining 	LAT49 31 55 N 	March 14, 2007 
	  	  	  	Division 	LOG 120 26 18 W 	  



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Schedule 2

Claim map

 

 

 

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