EXHIBIT 10.1- OPTION TO PURCHASE ASSETS AGREEMENT

 

 
 

 EXHIBIT 10.1
  
 OPTION TO PURCHASE MINERAL ASSETS AGREEMENT
 

 THIS OPTION is granted and effective as of July 3, 2012 (the "DATE OF GRANT"), by NORTHERN ADVENTURES LLC, (“NALLC”), an Idaho Limited Liability Company and NORTHERN ADVENTURES, INC., (“NAINC”), a Nevada Corporation (collectively the “OPTIONORS") and both parties to this Agreement,  AMCOR EXPLORATION, INC., a Nevada Subsidiary Corporation (the “OPTIONEE”) and APD ANTIQUITIES, INC., a Nevada Parent Corporation (“PARENT”).
 

 RECITALS
 

     A.  The OPTIONORS are desirous to grant an option to purchase certain mining assets and mining properties from NORTHERN ADVENTURES, INC. to the OPTIONEE (the “OPTION”) for good and valuable consideration and the OPTIONEE is willing to accept this OPTION pursuant to the terms and conditions defined below.
 

     NOW, THEREFORE, the parties covenant and agree as follows:
 

 1.
 

 Assets Subject to Option and Option Price
 

 The OPTIONORS hereby grant to the OPTIONEE the OPTION to purchase certain mining assets and properties (which are specifically described in Exhibit A annexed hereto) owned by the NAINC (the “MINING ASSETS”), which is also Exhibit A of the form of Asset Purchase Agreement annexed hereto as Exhibit B (the “ASSET PURCHASE AGREEMENT”).   The Mining Assets were transferred from NALLC and various third parties to NAINC, pursuant to a legal assignment of all right, title and interest on the dates specified or a date to be determined prior to exercise of this OPTION.
 

 2.
 

 Terms of the Option
 

 The OPTION shall be subject to the following terms and conditions:
 

     2.1  Option Term.  The OPTION may be exercised by the OPTIONEE on or prior to the date ninety (90) Days from July 3,  2012 (the “OPTION TERMINATION DATE”).
 

     2.2  Purchase Price.  The purchase price for the MINING ASSETS, as specified in the Asset Purchase Agreement shall include:  (i) the issuance of the number of restricted shares of common stock par value $0.001 of APD ANTIQUITIES, INC. (the “SHARES”) that equals Eighty and One Half (80.5%) percent of the total issued and outstanding shares on a post-acquisition basis; and (ii) the forgiveness 14 promissory notes between Northern Adventures, LLC and PARENT in the aggregate principal amount of $448,000 (which promissory notes are listed in Exhibit C hereto) and accrued interest in the amount of 8% per annum (the “DEBT”) to the date of exercise of the OPTION.  The amount of the DEBT will be calculated as of the date of exercise of this OPTION AGREEMENT.  In the event the PARENT provides any additional loans to Northern Adventures, LLC between the date of execution of the OPTION and the exercises of the OPTION, the additional principal amounts of the promissory notes and accrued interest will be added to the DEBT.
 


 

 

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      2.3 Option Exercise.The OPTION shall be exercised by the OPTIONEE on or before the OPTION TERMINATION DATE by: (a) delivering to the OPTIONORS an executed copy of the ASSEST PURCHASE AGREEMENT; (b) by marking all of the promissory notes comprising the DEBT “paid in full” and returning them to the OPTIONORS; (c) if requested by the OPTIONORS, and at PARENT’S expense, the OPTIONEE will provide a legal opinion letter, satisfactory in form and substance to the OPTIONORS, to the effect that the issuance of the SHARES to the OPTIONOR,  may be effected without registration of such stock under the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities laws, and (d) within five business days of the exercise of the OPTION by the OPTIONEE, the PARENT shall deliver the SHARES to the NAINC.
 

     2.4  The OPTION must be exercised, if at all, on an all of none basis.
 

     2.5  The SHARES issued by the PARENT to NAINC pursuant to the exercise of the OPTION, shall not be subject to repurchase by the PARENT
 

 3.
 

 Limitations on Exercisability of the Option
 

 The exercise of the OPTION hereby granted, shall be subject to all of the terms and conditions of this AGREEMENT, including, without limitation, the provisions relating to termination of the OPTION.
 

 4.
 

 Transferability of the Option
 

 The OPTION shall not be transferable or exercisable by any person other than the OPTIONEE, without prior written approval of the OPTIONORS.
 

 6.
 

 Warranties and Representations
 

 By executing this Agreement, the OPTIONEE accepts the OPTION and represents and warrants to the OPTIONORS and covenants and agrees with the OPTIONORS as follows:
 

     6.1  The OPTIONEE agrees to abide by all of the terms and conditions of this AGREEMENT.
 

     6.2  The OPTIONORS recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been or will be filed with respect to any of the SHARES issued by the PARENT and to be acquired by the OPTIONOR as part of this transaction and the exercise of the OPTION.  The SHARES will be issued pursuant to available exemptions from registration requirements.  The SHARES will be deemed to be restricted and non-saleable except sales pursuant to an applicable exemption from registration.
 

     6.3  Except for the initial distribution of the SHARES to Northern Adventures, Inc. and the subsequent distribution of the SHARES to the shareholders of Northern Adventures, Inc. in the form of restricted stock, the shareholders of Northern Adventures, Inc. will agree not to sell, transfer or otherwise dispose of any of the SHARES acquired upon exercise of the OPTION, except as specifically permitted by exemptions available under 
 


 

 

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 the Securities Act, the filing of a registration statement and any applicable state and federal securities laws.
 

     6.4  OPTIONORS hereby confirm that they are fully aware that the OPTIONEE is currently designated as a “shell corporation” pursuant to SEC regulations and the utilization of Rule 144 as an exemption from registration to sell securities will not be available for a minimum of one years from the date of the filing of an 8-K with the Securities Exchange Commission and notification that the company has been deshelled.
 

 7.
 

 Indemnification
 

 Each of the parties, the OPTIONORS, the OPTIONEE and the PARENT agrees to indemnify the other party, and hold the other party harmless from and against any loss, claim or liability, including attorney's fees or other legal expenses incurred in the defense thereof, incurred by the such other party, as a result of any breach by a party of, or any inaccuracy in, any representation, warranty, covenant or other provision contained in this AGREEMENT.
 8.
 

 Access to Information
 

 The OPTIONEE agrees to make available to the OPTIONORS upon written request, such public information regarding APD ANTIQUITIES, INC. that has in the past or is from time to time hereafter made generally available to its shareholders and on file with the Securities Exchange Commission.
 

 9.
 

 Rights as Shareholder
 

 The OPTIONORS shall have no rights as a shareholder of APD ANTIQUITIES, INC. on account of this OPTION AGREEMENT or on account of the OPTIONEE’s currently holding the OPTION to acquire the MINING ASSETS through issuance of the SHARES.
 

 

 10.
 

 Tax Withholding
 

 If, in connection with the exercise of the OPTION or any sale, transfer or other disposition of any of the SHARES acquired from the OPTIONOR in connection with the exercise of the OPTION, the OPTIONORS may be required by applicable federal, state or local law to withhold any amount on account of income or similar taxes, the OPTIONORS agrees to pay and assume full legal liability for all taxes due as a result of the exercise of this OPTION.
 


 

 

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 11.
 

 Further Assurances
 

 The OPTIONEE and PARENT along with the OPTIONORS agrees from time to time to execute such additional documents as the parties to this AGREEMENT may reasonably require in order to effectuate the purposes of the this Agreement.
 

 12.
 

 Binding Effect
 

 This Agreement shall be binding upon the OPTIONEE and the OPTIONORS and their heirs, successors and assigns. 
 

 13.
 

 Entire Agreement; Modifications
 

 This AGREEMENT constitutes the entire agreement and understanding between the OPTIONORS, the OPTIONEE and the PARENT, regarding the subject matter hereof.  No waivers, alterations or modifications of the OPTION or this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought.  The failure of any party to enforce any of its rights against the other party for breach of any of the terms of the OPTION or this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.
 

 14.
 

 Governing Law
 

 The laws of the State of Nevada shall govern the OPTION and this OPTION AGREEMENT.
 

 IN WITNESS WHEREOF, the parties have executed this OPTION AGREEMENT as of the day and year first above written.
 

 

 "OPTIONORS"
 "OPTIONEE" PARENT
 

 

 

 By:_______________________
 _______
 By:_____________________________
 NORTHERN ADVENTURES, LLC
 APD ANTIQUITIES, INC.
 Name: Floyd Short, Managing Partner
 Name: Cindy K. Swank, President
 

 

 By:______________________________
 By:_____________________________
 NORTHERN ADVENTURES, INC
 AMCOR EXPLORATION, INC.
 Name: Martin Clemets,  President
 Name: Cindy K. Swank, President
 

 


 

 

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 EXHIBIT A
 DESCRIPITON OF UNPATENTED CLAIMS TO BE ACQUIRED
 

 1.  All right, title and interest to the following claims owned by Northern Adventures, Inc. will be Quit Claim Deeded to the Optionee on the Closing Date:
 

 	 	 	 	 	
	 NAME
	 Locator
	 Claim Date
	 Stevens County
 Filing Date
	 County Recorder Number

	 BX 13
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003490

	 BX 14
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003491

	 BX 15
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003492

	 BX 16
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003493

	 BX 17
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003494

	 BX 18
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003495

	 BX 19
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003496

	 BX 20
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003497

	 BX 21
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003498

	 BX 22
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003499

	 BX 23
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003500

	 BX 24
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003501

	 BX 25
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003502

	 BX 26
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003503

	 BX 27
	 Martin Clemets
	 5/3/2012
	 5/11/2012
	 2012 0003504


 

 

 	 	 	 	 	
	 NAME
	 Locator
	 Claim Date
	 Okanogan County
 Filing Date
	 County Record

	 TOR 104
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173472

	 TOR 105
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173473

	 TOR 106
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173474

	 TOR 107
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173475

	 TOR 108
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173476

	 TOR 109
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173477

	 TOR 110
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173478

	 TOR 111
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173479

	 TOR 112
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173480

	 TOR 200
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173481

	 TOR 201
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173482

	 TOR 202
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173483

	 TOR 203
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173484

	 TOR 204
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173485

	 TOR 205
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173486

	 TOR 206
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173487

	 TOR 207
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173488

	 TOR 208
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173489


 


 

 

 5
 

 
 

 

 


 	 	 	 	 	
	 TOR 209
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173490

	 TOR 210
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173491

	 TOR 211
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173492

	 TOR 212
	 David Boleneus/Frank H  Blair
	 April 15, 2012
	 June 15, 2012
	 3173493

	 TOR 300
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173494

	 TOR 301
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173495

	 TOR 302
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173496

	 TOR 303
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173497

	 TOR 304
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173498

	 TOR 305
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173499

	 TOR 306
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173500

	 TOR 307
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173501

	 TOR 308
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173502

	 TOR 309
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173503

	 TOR 310
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173504

	 TOR 311
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173505

	 TOR 312
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173506

	 TOR 400
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173507

	 TOR 401
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173508

	 TOR 402
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173509

	 TOR 403
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173510

	 TOR 404
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173511

	 TOR 405
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173512

	 TOR 406
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173513

	 TOR 407
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173514

	 TOR 408
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173515

	 TOR 409
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173516

	 TOR 410
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173517

	 TOR 411
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173518

	 TOR 412
	 David Boleneus/Frank H  Blair
	 April 16, 2012
	 June 15, 2012
	 3173519


 

 

 	 	 	 	 	
	 NAME
	 Locator
	 Claim Date
	 Stevens County
 Filing Date
	 County Recorder Number

	 MK 9
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003505

	 MK 11
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003506

	 MK 12
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003507

	 MK 13
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003508

	 MK 16
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003509

	 MK 18
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003510

	 MK 19
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003511

	 MK 20
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003512

	 MK 21
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003513


 


 

 

 6
 

 
 

 

 


 	 	 	 	 	
	 MK 22
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003514

	 MK 24
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003515

	 MK 26
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003516

	 MK 28
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003517

	 MK 39
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003518

	 MK 40
	 Martin Clemets
	 5/2/2012
	 5/3/2011
	 2012 0003519

	  
	  
	  
	  
	  

	  
	  
	  
	  
	  

	 PLUM 1
	 Frank Blair
	 1/24/2012
	 1/27/2012
	 106634

	 PLUM 2
	 Frank Blair
	 1/24/2012
	 1/27/2012
	 106635

	 PLUM 3
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106636

	 PLUM 4
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106637

	 PLUM 5
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106638

	 PLUM 6
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106639

	 PLUM 7
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106640

	 PLUM 8
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106641

	 PLUM 9
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106642

	 PLUM 10
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106643

	 PLUM 11
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106644

	 PLUM 12
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106645

	 PLUM 13
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106646

	 PLUM 14
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106647

	 PLUM 15
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106648

	 PLUM 16
	 Frank Blair
	 1/25/2012
	 1/27/2012
	 106649

	 PLUM 17
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106650

	 PLUM 18
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106651

	 PLUM 19
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106652

	 PLUM 20
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106653

	 PLUM 21
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106654

	 PLUM 22
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106655

	 PLUM 23
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106656

	 PLUM 24
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106657

	 PLUM 25
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106658

	 PLUM 26
	 Frank Blair
	 1/26/2012
	 1/27/2012
	 106659


 

 

 145 additional Plum unpatented claims currently being amended, which will be recorded in Fergus county, Montana on or before July 15, 2012 and deemed to be a part of the Mining Assets pursuant to this Option Agreement. 
 

 2.   The below claims are subject to five existing mineral leases from third parties and all right, title and interest in these original mineral leases will be be transferred from Northern Adventures, Inc. to the Optionee on the Closing Date:
 

  
 
 

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 A.  Bayhorse Property lease consisting of 21 unpatented and 3 patented mining claims.
 B.  The Quartz Creek Project lease consisting of the following groups of unpatented mining claims.
 1)  Gold of the Patriarch – 20 unpatented mining claims
 2)  Wild Eyed Jack – 10 unpatented claims
 3)  Golden Sunrise – 8 unpatented claims
 C.  The Trout Creek Project lease consisting of the following groups of unpatented mining claims.
 1)  Ohio Beauty – 10 unpatented claims
 2)  WLC – 42 unpatented claims
 D.  Monitor Property lease consisting of the following groups of unpatented mining claims.
 1)  Monitor – 20 unpatented mining claims
 2)  Joan’s Dream – 4 unpatented mining claims
 E.  Vienna Property lease consisting of the following  unpatented mining claims.
 1)  FG – 18 unpatented mining claims
 

 3.   The Optionor also has an option to purchase all right, title and interest in 14 individual leases granted by the State of Washington, Department of Natural Resources.  Transfer of the leases to to Optionee is subject to approval by the State of Washington.  These leases are located in Okanogan Country, State of Washington.  The original Lessee is David Boleneus.
 
 
 
 

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 EXHIBIT B
 DRAFT ASSET PURCHASE AGREEMENT
 

 


 

 

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 EXHIBIT C
 LIST OF PROMISSORY NOTE TO BE FORGIVEN
 

 

 

 

 

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 EXHIBIT D
 

 NOTICE OF INTENT TO EXERCISE OPTION
 

 ________________________
 

 To:   NORTHERN ADVENTURES LLC. AND NORTHERN ADVENTURES, INC.
 

 Reference is made to the Option to Purchase Assets Agreement (the “AGREEMENT”). Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to them in the AGREEMENT.
 

 Please be advised that the undersigned hereby exercises the OPTION. 
 

 We hereby elect to purchase the NORTHERN ADVENTURE ASSETS, as described in the OPTION AGREEMENT from NORTHERN ADVENTURES, INC.  The consideration for the purchase of these assets is the forgiveness of promissory notes and accrued interest as of the date of exercise due from NORTHERN ADVENTURS LLC and the issuance of a single stock certificate equal to the number of APD ANTIQUITIES, INC. par value $.001 restricted SHARES of common stock that represent Eighty and One Half (80.5%) percent of the total issued and outstanding shares on a post-acquisition basis, pursuant to the terms and conditions of the AGREEMENT
 

 

 Date: ______________  ______, 20____
 

 

 

 

 OPTIONEE:    APD ANTIQUITIES, INC.
 

 

 Name:___________________________
 Cindy K. Swank, President
 


 

 

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