mineralpropertyacquisitionag.htm - Generated by SEC Publisher for SEC Filing










 








THIS AGREEMENT is made the 25th day of June, 2011 


BETWEEN:                Joshua
Gold Resources Inc.


                                    ____________________________________________ 


 (the "Purchaser")



 


AND Between:           Firelake
Resources Inc., of #708, 99
Bronte Rd., Oakville, ON, L6L 3B7  (
the “Vendor"),.


 


WHEREAS: 


A.        The
Vendor is the beneficial owner of the mineral interests described and
illustrated in Schedule "A" attached hereto (the
"Property"), located in the Townships of Eric and Huffman in the
Province of Ontario; 


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 


NOW THEREFORE
THIS AGREEMENT WITNESSES
that in consideration of the sum of CDN $50,000 (fifty thousand dollars) and 2,000,000
(two million) shares of Joshua Gold Resources Inc. (the “Shares”), to be paid
by the Purchaser to the Vendor as: $25,000 on or before January 31, 2012; $25,000
on or before January 31, 2013; delivery of the Shares on or before January 31,
2012; and for other good and valuable consideration, the sufficiency whereof
the Vendor hereby acknowledges, 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 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)        to the best of the Vendor's knowledge, information
and belief, the Property, as described in Schedule "A", is owned by
the Vendor free and clear of all liens, charges and encumbrances;   


                       
(c)        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 his interest in the Property or any portion thereof, save
for the provisions of Royalties as outlined herein; 


                       
 (d)      The Vendor is the sole beneficial owner of the
Property; 


                       
(e)        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 


                       
(f)        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 encumbered. 


 


1                   
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. 








{00203639. }                                                                   










 








 










 


2                   
Acquisition Of The Property 


 


2.1 The Vendor, subject to
the terms hereof, hereby agrees to sell to the Purchaser and to 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. 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 $50,000 (000 (fifty
thousand dollars) and 2,000,000 (two million) shares of Joshua Gold Resources
Inc. (the “Shares”), to be paid by the Purchaser to the Vendor as: $25,000 on
or before January 31, 2012; $25,000 on or before January 31, 2013; delivery of
the Shares on or before January 31, 2012; and for other good and valuable
consideration, the sufficiency whereof the Vendor hereby acknowledges. 


 


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, the Purchaser shall pay to Vendor
a royalty (“Royalty”), being equal to 2% 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 full Royalty at any time from Vendor for CDN$1,000,000.


 


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


 


5. Transfers 


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 this
Agreement provided that any purchaser, grantee or transferee of any such
interest shall have first delivered to the Vendor its agreement related to this
Agreement and to the Property, 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. 








 










 








 










6.2   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.


 


7.5 This Agreement may be
subject to the approval of the appropriate regulatory authorities and the
parties agree to use such reasonable amendments as may be required by those
authorities. 


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:


/s/ Scott Keevil                            
                                 /s/ Benjamin Ward


Name:
Scott Keevil                                                          Name:
Benjamin Ward


 


ASO:
Fire Lake Resources Inc.                                       ASO: Joshua Gold
Resources Inc.










 










 










 








 








"THE
PROPERTY"


THIS IS SCHEDULE
"A" to the Mineral Property Acquisition Agreement made as of the 25th day of June, 2011.


	
  Claim Number

  	
  Registered owner (s)

  	
  Township

  
	
  4246916

  	
  Andrew Lorne Currah

  	
  Eric

  
	
  4246907

  	
  Andrew Lorne Currah

  	
  Huffman

  
	
  4246908

  	
  Andrew Lorne Currah

  	
  Huffman

  
	
  4246912

  	
  Andrew Lorne Currah

  	
  Huffman

  
	
  4246913

  	
  Andrew Lorne Currah

  	
  Huffman

  
	
  4246919

  	
  Andrew Lorne Currah

  	
  Huffman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  




 










 










 










 








 








SCHEDULE
"B" 


THIS IS SCHEDULE "B"
to the Mineral Property Acquisition Agreement made as of the 25th day
of  June, 2011. 


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 successively: 


(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 and 


 


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, determination of 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 fromthe 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 immediately upon 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.