Asset Purchase Agreement




Asset Purchase Agreement

THIS AGREEMENT dated the ____ day of November, 2007.


BETWEEN:


BLACKEDGE STRATEGIC CAPITAL AND CONSULTING LTD.

        

        
        (the "Vendor")

        
        

      
    
  

OF THE FIRST PART


AND:


        

        PROJECT DEVELOPMENT PACIFIC, INC.

        
        (the "Purchaser")

        
        

      
    
  

OF THE SECOND PART



WHEREAS:




A. The Vendor is the registered and beneficial owner of
various mineral claims (hereinafter the "Claims"), comprising 80 claims
in ten Townships for a total of 99,240 hectares. The Claims of the Vendor are
more particularly described in Schedule "A" attached hereto and forming part of
this Agreement;



B. The Vendor has agreed to sell and the Purchaser has agreed
to purchase all of the Claims of the Vendor in accordance with the terms of this
Agreement.




NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the terms and covenants herein and other good and valuable
consideration, the receipt and sufficiency of which each party acknowledges, the
parties hereto agree as follows:





1. PURCHASE AND SALE OF ASSETS




1.1 Sale of Assets. Subject to the terms and
conditions of this Agreement, the Vendor hereby sells, assigns and transfers to
the Purchaser, and the Purchaser hereby purchases the Vendor's Claims.



1.2 Purchase Price. The purchase price payable by the
Purchaser to the Vendor for the Vendor's Claims shall consist of: a) a total of
10,000,000 shares of common stock of the Purchaser at par value of $0.001 per
share (the "Shares"); b) $500,000 USD (the "Purchase
Price"); and c) a carried 3% Net Smelter Royalty.



1.3 Payment Schedule. The Payment Schedule shall be as
follows:



    (a) The Purchaser shall issue and deliver the
          Shares, fully paid and non-assessable, in conjunction with and at the
          same time as the payment of the purchase price installments, in ten
          installments consisting of one million (1,000,000) Shares each.

          (b) The Purchaser shall pay the Purchase Price in
          ten installments of $50,000 each, on or before June 30, 2008 (each
          payment of Purchase Price and transfer of an installment of Shares
          shall be referred to as an "Installment"). Vendor acknowledges
          that Purchaser must raise the cash through the sale of common stock of
          the Purchaser.

          

        
      
    
  

1.4 Delivery and Transfer of Claims. Upon the payment
of each of the ten Installments, the Vendor shall deliver to the Purchaser,
one-tenth of the of the total number of the Claims unconditionally and free and
clear of all liens, charges, or encumbrances, except where disclosed. As each
Installment is paid by the Purchaser to the Vendor, the Vendor shall transfer
those Claims represented by a single Township, commencing with Township 49, and
continuing in consecutive order until all the Installments have been paid by the
Purchaser to the Vendor, and all of the Claims represented by each Township have
been transferred by the Vendor to the Purchaser. The Purchaser shall be
responsible for the cost of transferring the Claims. Each payment of an
Installment and subsequent transfer of all the Claims represented by a Township
shall constitute a single Closing hereunder. Each Closing shall take place at
such time and place as the Parties hereto shall mutually agree with the final
Closing to occur on or before June 28, 2008.




2. COVENANTS of the Parties




2.1 Covenants. The parties undertake to keep the
information with respect to this Agreement, the terms herein, and any related,
underlying or subsequent agreements (the "Information") confidential and
not to directly or indirectly disclose the Information at any time to any person
or persons or use the Information for any purpose whatsoever.


3. REPRESENTATIONS OF THE VENDOR




3.1 Representations. The Vendor represents and
warrants to the Purchaser as follows, with the intent that the Purchaser will
rely on the representations in entering into this Agreement, and in concluding
the purchase and sale contemplated by this Agreement:



(a) Capacity to Sell. The Vendor has the power
        and capacity to own and dispose of the Claims, and to enter into this
        Agreement and carry out its terms to the full extent;

        

        (b) Authority to Sell. The execution and
        delivery of this Agreement, and the completion of the transaction
        contemplated by this Agreement has been duly and validly authorized by
        all necessary corporate action on the part of the Vendor, and this
        Agreement constitutes a legal, valid and binding obligation of the
        Vendor enforceable against the Vendor in accordance with its terms
        except as may be limited by laws of general application affecting the
        rights of creditors;

        

        (c) Sale Will Not Cause Default. Neither the
        execution nor delivery of this Agreement, nor the completion of the
        purchase and sale contemplated by this Agreement will:

        

        (i) violate any of the terms and provisions of
            the constating documents or bylaws or articles of the Vendor, or any
            order, decree, statute, bylaw, regulation, covenant, restriction
            applicable to the Vendor or the Claims;

            

            give any person the right to terminate, cancel or
            otherwise deal with the Claims; or

            

            (iii) result in any fees, duties, taxes,
            assessments or other amounts relating to the Claims becoming due or
            payable other than any tax payable by the Purchaser in connection
            with the purchase and sale and set forth in Schedule 3.1(c)(iii);

            

          
        
        (d) Encumbrances. The Vendor owns and
        possesses and has a good marketable title to the Claims free and clear
        of all legal claims, mortgages, liens, charges, pledges, security
        interest, encumbrances or other claims except as disclosed on Schedule
        3.1(d);

        

        (e) Litigation. There is no litigation or
        administrative or governmental proceeding or inquiry pending or, to the
        knowledge of the Vendor, threatened against or relating to the Claims,
        nor does the Vendor know of or have reasonable grounds that there is any
        basis for any such action, proceeding or inquiry;

        

        (f) No Defaults. Except as otherwise expressly
        disclosed in this Agreement there has not been any default in any
        obligation to be performed under any of the Claims, which are in good
        standing and in full force and appropriate effect; 

        

        (g) Compliance with Laws. Vendor has
        held, and continues to hold, the Claims in compliance with all
        applicable laws including but not limited to all applicable land use and
        environmental laws and the Claims are valid for the use contemplated
        therefore; and

        

        (h) Good Standing. Prior to closing this
        Agreement, the Vendor will maintain, as required, the Claims in good
        standing.

        

      
    
  


4. COVENANTS OF THE VENDOR




4.1 Procure Consents. The Vendor will diligently and
expeditiously take all steps necessary to and will obtain all necessary consents
and shall file all regulatory filings necessary to effect the transfer of the
Claims.



4.2 Covenant of Indemnity. The Vendor will indemnify
and hold harmless the Purchaser from and against:



(a) any and all liabilities, whether known, unknown,
        accrued, absolute, contingent or otherwise, existing at Closing which
        arise out of Vendor's ownership of the Claims and operation of its
        business prior to Closing and which are not agreed to be assumed by the
        Purchaser under this Agreement;

        

        (b) any and all losses, claims, damages and costs
        incurred or suffered by the Purchaser arising out of the breach or
        inaccuracy of any representation or warranty of the Vendor contained in
        this Agreement; and

        

        (c) any and all actions, suits, proceedings, demands,
        assessments, judgments, costs and legal and other expenses incident to
        any of the foregoing.

        

      
    
  

4.3 Execution of all necessary documents. The Vendor
will execute all necessary documents including such assignments as the Purchaser
may require to effect the transfer of all of the Claims.




5. REPRESENTATIONS OF THE PURCHASER




5.1 Representations. The Purchaser represents and
warrants to the Vendor as follows, with the intent that the Vendor will rely on
these representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement:



(a) Status of Purchaser. The Purchaser is a
        corporation duly incorporated, validly existing and in good standing and
        has the power and capacity to enter into this Agreement and carry out
        its terms; and

        

        (b) Authority to Purchase. The execution and
        delivery of this Agreement and the completion of the transaction
        contemplated by this Agreement has been duly and validly authorized by
        all necessary corporate action on the part of the Purchaser, and this
        Agreement constitutes a legal, valid and binding obligation of the
        Purchaser enforceable against the Purchaser in accordance with its terms
        except as limited by laws of general application affecting the rights of
        creditors.

        

      
    
    
      
        (c) Restrictions on Resale. Purchaser and Vendor
        acknowledge that Purchaser is a fully reporting company under the
        Securities Act of 1933 ("Securities Act"), is subject to the reporting
        requirement of the Securities and Exchange Commission ("Commission")
        pursuant to Sections 12, 13, 14 or 15(d) of the Securities Exchange Act
        of 1934, as amended (the "Exchange Act") and is current in its
        filings. Purchaser represents and warrants that the shares of its common
        stock issued pursuant to this Agreement are restricted securities under
        the Securities Act of 1933, as amended and are subject to restrictions
        upon transfer. Currently, under Rule 144 of the Securities Act, a
        non-affiliate (defined as someone who is not an officer, director or
        holder of 10% or more of a company's common stock) is allowed to resell
        shares after one (1) year, if such a sale is conducted through a market
        transaction. Rule 144 is subject to revision by the Commission.
        The certificates representing the Shares will contain a restrictive
        legend which reads as substantially follows:

      

    

    

    THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY
        STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
        PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
        SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR
        PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.
        THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED
        OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF
        AN EXEMPTION FROM SUCH REGISTRATION. THE STOCK TRANSFER AGENT HAS BEEN
        ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE
        INSTRUCTIONS.

        

        
         

      
    
  

6. COVENANTS OF THE PURCHASER




6.1 Consents. The Purchaser will at the request of the
Vendor execute and deliver such applications for consent and such assumption
agreements, and provide such information as may be necessary to obtain the
consents referred to in paragraph 4.1 and will assist and cooperate with the
Vendor in obtaining the consents.



6.2 Execution of all necessary documents. The
Purchaser will execute all necessary documents as the Vendor may require to
effect the transfer of all of the Claims.



6.3. Extraordinary Events Regarding Common Stock. In the event that
the Purchaser shall (a) issue additional shares of the Common Stock as a
dividend or other distribution on outstanding Common Stock, (b) subdivide its
outstanding shares of Common Stock, or (c) combine its outstanding shares of the
Common Stock into a smaller number of shares of the Common Stock, then, in each
such event, the Shares shall, simultaneously with the happening of such event,
be adjusted by multiplying the the Shares by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, and the product so obtained
shall thereafter be the total numner of Shares. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section.




7. SURVIVAL OF REPRESENTATIONS AND COVENANTS




7.1 Vendor's Representations and Covenants. All
representations, covenants and agreements made by the Vendor in this Agreement
or under this Agreement will, unless otherwise expressly stated, survive closing
and any investigation at any time made by or on behalf of the Purchaser will
continue in full force and effect for the benefit of the Purchaser.



7.2 Purchaser's Representations and Covenants. All
representations, covenants and agreements made by the Purchaser in this
Agreement or under this Agreement will, unless otherwise expressly stated,
survive closing and any investigation at any time made by or on behalf of the
Vendor and will continue in full force and effect for the benefit of the Vendor.




8. LIABILITIES NOT ASSUMED




8.1 Liabilities Not Assumed. The Purchaser will not
assume any liabilities of the Vendor. The Purchaser will not be responsible for
any liability of the Vendor, past, present or future, relating to the Claims,
and the Vendor will indemnify and save harmless the Purchaser from and against
any such liabilities and any claims for the recovery thereof.




9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
PURCHASER



  

9.1 Conditions. All obligations of the Purchaser under
this Agreement are subject to the fulfillment of the following conditions:



(a) Vendor's Representations. The Vendor's
        representations contained in this Agreement will be true.

        

        
        (b) Vendor's Covenants. The Vendor will have
        performed and complied with all agreements, covenants and conditions as
        required by this Agreement.

        

        
        (c) Consents. The Purchaser will have received
        duly executed copies of the consents or approvals referred to in
        paragraph 4.1 which said consents or approvals shall be approved and
        executed by any and all such third parties (including any governmental
        or other regulatory authority) necessary in order transfer the Claims
        and vest ownership thereof in Purchaser.

        

      
    
  

9.2 Exclusive Benefit. The foregoing conditions are
for the exclusive benefit of the Purchaser and any such condition may be waived
in whole or in part by the Purchaser delivering to the Vendor a written waiver
to that effect signed by the Purchaser.




10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR




10.1 Conditions. All obligations of the Vendor under
this Agreement are subject to the fulfillment of the following conditions:



(a) Purchaser's Representations. The
        Purchaser's representations contained in this Agreement will be true.

        

        (b) Purchaser's Covenants. The Purchaser will
        have performed and complied with all covenants, agreements and
        conditions as required by this Agreement.

        

        (c) Consents of Third Parties. All consents or
        approvals required to be obtained by the Vendor for the purpose of
        selling, assigning or transferring the Claims have been obtained.

        

      
    
  

10.2 Exclusive Benefit. The foregoing conditions are
for the exclusive benefit of the Vendor and any such condition may be waived in
whole or in part by the Vendor delivering to the Purchaser a written waiver to
that effect signed by the Vendor.


11. GENERAL




11.1 Governing Law. This Agreement and each of the
documents contemplated by or delivered under or in connection with this
Agreement are governed exclusively by, and are to be enforced, construed and
interpreted exclusively in accordance with the laws of British Columbia which
will be deemed to be the proper law of the Agreement.



11.2 Professional Fees. Each of the parties will bear
the fees and disbursements of their respective lawyers, advisers and consultants
engaged by them respectively in connection with the transactions contemplated by
this Agreement prior to the closing.



11.3 Assignment. No party will assign this Agreement,
or any part of this Agreement, without the prior written consent of the other
party. Any purported assignment without the required consent is not binding or
enforceable against any party.



11.4 Enurement. This Agreement enures to the benefit
of and binds the parties and their respective successors and permitted assigns.



11.5 Notice. All notices required or permitted to be
given under this Agreement will be in writing and personally delivered to the
address of the intended recipient set out on the first page of this Agreement or
at such other address as may from time to time be notified by any of the parties
in the manner provided in this Agreement.



11.6 Further Assurances. The parties will execute and
deliver all further documents and take all further action reasonably necessary
or appropriate to give effect to the provisions and intent of this Agreement and
to complete the transactions contemplated by this Agreement.



11.7 Remedies Cumulative. The rights and remedies
under this Agreement are cumulative and are in addition to and not in
substitution for any other rights and remedies available at law or in equity or
otherwise. Any party to this Agreement may terminate this Agreement if any other
party is in breach of or defaults under any material term or condition of this
Agreement or has made a material misrepresentation in this Agreement. Although
the failure of Purchaser to make any or all Installments shall not constitute a
breach hereunder, the failure of Purchaser to make all Installments by June 28,
2008 shall constitute grounds for Vendor to terminate this Agreement. In the
event Vendor terminates this Agreement on or after June 28, 2008, based on
Purchaser's failure to make all Installments, such termination shall have no
effect on Purchaser's right, title and interest in and to any Claims previously
transferred to Purchaser pursuant to previous payments of Installments by
Purchaser. Purchaser's right, title and interest in and to any Claims
transferred to it by Vendor shall be fully vested upon each Closing. No single
or partial exercise by a party of any right or remedy precludes or otherwise
affects the exercise of any other right or remedy to which that party may be
entitled.



11.8 Entire Agreement. This Agreement constitutes the
entire agreement between the parties and there are no representations, express
or implied, statutory or otherwise and no collateral agreements other than as
expressly set out or referred to in this Agreement.



11.9 Headings. The division of this Agreement into
sections and the insertion of headings are for convenience only and do not form
part of this Agreement and will not be used to interpret, define or limit the
scope, extent or intent of this Agreement.



11.10 Severability. Each provision of this Agreement
is severable. If any provision of this Agreement is or becomes illegal, invalid
or unenforceable, the illegality, invalidity or unenforceability of that
provision will not affect the legality, validity or enforceability of the
remaining provisions of this Agreement.



11.11 Schedules. The Schedules attached hereto form an
integral part of this Agreement.



11.12 Time of the Essence. Time will be of the essence
of this Agreement.



11.13 Counterparts. This Agreement and all documents
contemplated by or delivered in connection with this Agreement may be executed
and delivered by facsimile or original and in any number of counterparts, and
each executed counterpart will be considered to be an original. All executed
counterparts taken together will constitute one agreement.


IN WITNESS WHEREOF the parties have duly executed this
Agreement by their duly authorized officers effective the first day and year
written above.


 

 

VENDOR: BLACKEDGE STRATEGIC CAPITAL AND CONSULTING LTD.


per: 

_______________________

NAME:

TITLE:


PURCHASER: PROJECT DEVELOPMENT PACIFIC, INC.


per:

________________________ 

NAME:

TITLE:


SCHEDULE "A"

 

THIS IS SCHEDULE "A" to the Asset Purchase
Agreement.