mineralpropertyacquisitionag.htm - Generated by SEC Publisher for SEC Filing










 








Exhibit 10.01


THIS MINERAL
PROPERTY ACQUISITION AGREEMENT is made the 23rd day of December, 2010 


BETWEEN:                Bio-Carbon Systems International Inc., a
Nevada corporation (the "Purchaser"), having for purposes of
notice under this Agreement an address at 


 


AND Between:           2214098 Ontario Ltd., of #708, 99 Bronte Rd., Oakville,
ON, L6L 3B7 (the
“Vendor")


 


WHEREAS: 


A.        The
Vendor is the beneficial and registered owner of the mineral interests
described and illustrated in Schedule "A" attached hereto (the
"Property"), located in the Northwest Territories; 


B.        The
Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to
purchase the Property in accordance with the terms and conditions hereinafter
set forth; and


C.        The
Purchaser confirms that it intends to change its name to Joshua Gold Resources
Inc., or a similar name, and the Vendor acknowledges such intention.


NOW THEREFORE
THIS AGREEMENT WITNESSES
that in consideration of the sum of CDN $100,000 (one hundred thousand dollars)
and 1,000,000 (one million) shares of the Purchaser (the “Shares”), payable as
set forth in Section 2.2, and for other good and valuable consideration, the
sufficiency whereof the Vendor hereby acknowledges, and subject to the further
conditions set forth in Section 2.2 and elsewhere of this Agreement, THE
PARTIES HERETO AGREE AS FOLLOWS: 


1.      Representations and Warranties of the Vendor


 


1.1  The Vendor hereby
represents and warrants to the Purchaser as follows: 


                       
(a)        it is, and at the time of transfer to the
Purchaser will be, the sole beneficial owner(s) of a 100% undivided interest in
and to the Property free and clear of all liens, charges and claims of others,
and no taxes or rentals are or will be due in respect of any thereof; 


                       
 (b)       there is no adverse claim or challenge to the
ownership of or title to the Property nor to the knowledge of the Vendor is
there any basis therefor, and there are no outstanding agreements or options to
acquire or purchase the Vendor’s interest in the Property or any portion
thereof, save for the provisions of Royalties as outlined herein;


                       
(c)        the mineral claims comprising the Property have
been properly staked and recorded and are in good standing in the mining
division in which they were recorded; and 


                       
(d)       neither the Vendor nor, to the best of their
knowledge, any predecessor in interest or title of the Vendor to the Property
has done anything whereby the Property may be subject to any lien, adverse
claim, option to purchase or acquire or other encumbrance. 


 


1.2       The representations and warranties contained in
subsection 1.1 are provided for the exclusive benefit
of the Purchaser, and a breach of any one or more thereof may be waived by the
Purchaser, in whole or in part, at any time without prejudice to its rights in
respect of any other breach of the same or any other representation or
warranty; and the representations and warranties contained in that subsection
shall survive the execution hereof. 








{00204438. }                                                                   










 








 










 


2.     
Acquisition of The Property 


 


2.1       The Vendor,
subject to the terms hereof, hereby agrees to sell and transfer to the
Purchaser a 100% undivided interest in and to the Property free from all liens,
mortgages, charges, pledges, encumbrances or other burdens with all rights now
or thereafter attached thereto, subject to the Royalties as outlined herein.  If
the Purchaser should notify the Vendor in writing of any claims or burdens
against the Property then, after ascertaining the validity thereof, the Vendor
shall, within a reasonable period of time after notification thereof by the
Purchaser, attend to the discharge of such claims at his or their own expense,
or will indemnify the Purchaser against the same and will provide such security
as may reasonably be requested by the Purchaser to secure such indemnity. 


2.2        The Purchaser agrees to purchase the Property and
pay the sum of CDN
$100,000 (one hundred thousand dollars) and 1,000,000 (one million) shares of the
Purchaser, to be paid by the Purchaser to the Vendor as follows:


 


·        
CDN $25,000
on or before January 31, 2011;


·        
a total
of CDN $40,000 payable in increments of CDN $10,000 on or before each of
September 30th, 2011, 2012, 2013, 2014;


·        
a
further payment of CDN $35,000 on or before September 30th, 2015;
and


·        
delivery
of the Shares on or before March 30th, 2011, registered to the
Vendor.


 


3.     
Registration and Transfer of
Property 


 


3.1             
Concurrently with the execution of this Agreement, the Vendor
shall deliver to the Purchaser such transfer documents (hereinafter referred to
as the "Property Transfer Documents") as the Purchaser or its counsel
may reasonably deem necessary to assign, transfer and assure to the Purchaser,
good, safe, holding and marketable title to 100% of the Property. 


 


4.     
  Royalty 


 


4.1      
Upon the Commencement of Commercial Production (as defined in Schedule “B”),
the Purchaser shall pay to John Rapski a royalty (the “Rapski Royalty”), being
equal to 2% of net smelter returns on minerals mined from the Property on the
terms and conditions as set out in this paragraph and in Schedule
"B" hereto.  The Purchaser may purchase one-half of the full Rapski Royalty
at any time from John Rapski for CDN $1,000,000.  In addition, upon the Commencement of
Commercial Production, the Purchaser shall pay to the Vendor a royalty (the “Vendor
Royalty”) being equal to 1% of net smelter returns on minerals from the
Property on the terms and conditions as set out in this paragraph and in
Schedule "B" hereto. The Purchaser may purchase one-half of the
Vendor Royalty at any time from the Vendor for CDN $1,000,000.


 










 










 








 








4.2       No Royalty on Test Materials: Purchaser
shall have the right to mine and market amounts of minerals substances
reasonably necessary for sampling, assaying, metallurgical testing and
evaluating the mineral potential of the Property without incurring any
obligation to make production Royalty payments.


 


5.      Transfers


 


5.1             
The Purchaser may at any time sell, transfer or otherwise
dispose of all or any portion of its interest in and to the Property and under
and in respect of this Agreement provided that any purchaser, grantee or
transferee of any such interest shall have first delivered to the Vendor a copy
of the instrument of transfer containing a covenant by such transferee to
perform the obligations of the Purchaser to be performed under this Agreement,
including the payment of the Royalty, in proportion to the interest in the
Property acquired by the transferee.


 


6.     
Notice


 


6.1
      Each notice, demand or other communication required or permitted to be
given under this Agreement shall be in writing and shall be delivered or faxed
to such party at the address for such party specified above.  The date of
receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or, if given by telecopier, shall be deemed
conclusively to be the next business day.  Either party may at any time and
from time to time notify the other party in writing of a change of address and
the new address to which notice shall be given to it thereafter until further
change. 


 


7.     
General 


 


7.1        This Agreement
shall supersede and replace any other agreement or arrangement, whether oral or
written, heretofore existing between the parties in respect of the subject
matter of this Agreement. 


7.2       The parties have
not created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any party the partner, agent or legal
representative of any other party, nor create any fiduciary relationship
between them for any purpose whatsoever. No party shall have any authority to
act for, or to assume any obligations or responsibility on behalf of, any other
party except as may be, from time to time, agreed upon in writing between the
parties or as otherwise expressly provided. 


7.3       No consent or
waiver expressed or implied by either party in respect of any breach or default
by the other in the performance by such other of its obligations hereunder
shall be deemed or construed to be a consent to or a waiver of any other breach
or default. 


7.4
      The parties shall promptly execute or cause to be executed all documents,
deeds, conveyances and other instruments of further assurance which may be
reasonably necessary or advisable to give effect to the foregoing.  Without
limiting the foregoing, the Vendor acknowledges that the Purchaser intends to
change its name to Joshua Gold Resources Inc., or another similar name, and
confirms that it will execute any consent (as a shareholder, vendor,
royalty-holder or otherwise) or other instrument or agreement required to give
effect to, or as a result of, such name change.


 


7.5       This Agreement may
be subject to the approval of the appropriate regulatory authorities and the
parties agree to use their respective best efforts to obtain such approval, as
well as to execute such reasonable amendments as may reasonably be required to
obtain such approval. 










 










 








 








7.6       This Agreement
shall be construed in accordance with the laws in force from time to time in
the Province of Ontario. 


7.7       This Agreement
shall enure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns. 


 










 










 








 








IN
WITNESS WHEREOF
the Vendor have hereunto set their hand, and an authorized signatory of the
Purchaser has hereunto signed this Agreement, as of the day and year first
above written.


 


Signed:


2214098 Ontario Ltd.                                                Bio-Carbon
Systems International Inc.


 


/s/
Sabine Frisch                                      
                   /s/ Ryan Bignucolo


                                                                                    


Name:
Sabine Frisch                                                   Name: 
Ryan Bignucolo                                                                                                           



ASO:
2214098 Ontario Ltd.                                       ASO: Bio-Carbon
Systems International Inc.










 










 








 








SCHEDULE "A"


THE PROPERTY


THIS IS SCHEDULE
"A" to the Mineral Property Acquisition Agreement made as of the 23rd day of December, 2010.


	
  Lease Number

  	
  Registered owner (s)

  	
  Lease District

  
	
  3446

  	
  John Rapski

  	
  215 NWT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  












 


Claim # F11640


Claim Name: BR2











 










 








 








SCHEDULE
"B"


THIS IS SCHEDULE "B"
to the Mineral Property Acquisition Agreement dated as of the 23rd day of December, 2010.


NET SMELTER RETURNS
ROYALTY 


1. For the purposes of this
Agreement the following words and phrases shall have the following meanings,
namely: 


(a)
       "Commencement of Commercial Production" means: 


(i)         if
a mill is located on the Property, the last day of a period of 40 consecutive
days in which, for not less than 30 days, the mill processed ore from the
Property at 60% of its rated concentrating capacity; or 


(ii)        if a mill is not located on the Property, the
last day of a period of 30 consecutive days during which ore has been shipped
from the Property on a reasonably regular basis for the purpose of earning
revenues, 


 


but any period of time
during which ore or concentrate is shipped from the Property for testing
purposes, or during which milling operations are undertaken as initial tune-up,
shall not be taken into account in determining the date of Commencement of
Commercial Production; 


(b)        "Net Smelter Returns" shall mean the
gross proceeds received by the Purchaser in any year from the sale of Product
from the mining operation on the Property, less: 


(i)         the
cost of transportation of such Product to a smelter or other place of
treatment, and 


(ii)        smelter
and treatment charges;


(c)        "Ore" shall mean any material containing
a mineral or minerals of commercial economic value mined from the Property; and



(d)       "Product" shall mean Ore mined from the
Property and any concentrates or other materials or products derived therefrom,
but if any such Ore, concentrates or other materials or products are further
treated as part of the mining operation in respect of the Property, such Ore,
concentrates or other materials or products shall not be considered to be
"Product" until after they have been so treated. 


 


2.  For the purposes of
calculating the amount of Royalty payable to the Vendor hereunder, if, after
the Commencement of Commercial Production, the Purchaser sells any Product to
one of its subsidiaries or affiliates, and if the sale price of such Product is
not negotiated on an arm's-length basis, the Purchaser shall for the purposes
of calculating NetSmelter Returns only and notwithstanding the actual amount of
such sale price, add to the proceeds from the sale of such Product an amount
which would be sufficient to make such sale price represent a reasonable net
sale price for such Product as if negotiated at arm's length.


3.  The Purchaser shall by
notice inform the Vendor of the quantum of such reasonable net sale price and,
if the Vendor does not object thereto, within 60 days after receipt of such
notice, said quantum shall be final and binding for the purposes of this
Agreement. 










 










 








 








4.  The Purchaser may remove reasonable quantities of Ore and
rock from the Property for the purpose of bulk sampling and of testing, and
there shall be no Royalty payable to the Vendor with respect thereto unless
revenues are derived therefrom. 


 


5.  The
Purchaser shall have the right to commingle with Ores from the Property, ore
produced from other properties, provided that prior to such commingling, the
Purchaser shall adopt and employ reasonable practices and procedures for
weighing, determining moisture content, sampling and assaying, as well as
utilize reasonable accurate recovery factors in order to determine the amounts
of products derived from, or attributable to Ore mined and produced from the
Property. The Purchaser shall maintain accurate records of the results of such
sampling, weighing and analysis as pertaining to ore mined and produced from
the Property. 


 


6.  Installments of the Royalty payable shall be paid by the
Purchaser to the Vendor promptly following the receipt by the Purchaser of the
payment from the smelter, refinery or other place of treatment of the proceeds
of sale of the minerals, Ore, concentrates or other product from the Property. 


 


7.  Within 120 days after the end of each fiscal year,
commencing with the year in which Commencement of Commercial Production occurs,
the accounts of the Purchaser relating to operations on the Property and the statement
of operations, which shall include the statement of calculation of Royalty for
the year last completed, shall be audited by the auditors of the Purchaser at
its expense. The Vendor shall have 45 days after receipt of such statements to
question the accuracy thereof in writing and, failing such objection, the
statements shall be deemed to be correct and unimpeachable thereafter. 


 


8.  If such audited financial statements disclose any
overpayment of Royalty by the Purchaser during the fiscal year, the amount of
the overpayment shall be deducted from future installments of Royalty payable. 


 


9.  If such audited financial statements disclose any
underpayment of Royalty by the Purchaser during the year, the amount thereof
shall be paid to the Vendor forthwith after determination thereof.


 


10.  The Purchaser agrees to maintain for each mining
operation on the Property, up-to-date and complete records relating to the production
and sale of minerals, Ore, bullion and other product from the Property,
including accounts, records, statements and returns relating to treatment and
smelting arrangements of such product, and the Vendor or its agents shall have
the right at reasonable times and intervals, including for a period of 12
months following the expiration or termination of this Agreement, to inspect
such records, statements and returns and make copies thereof at its own expense
for the purpose of verifying the amount of Royalty payments to be made by the
Purchaser to the Vendor pursuant hereto.  The Vendor shall have the right to
have such accounts audited by independent auditors at its own expense once each
fiscal year.