ex107.htm










 


    SALES AND PURSHASE AGREEMENT Rocas # 2







 


This Sales and Purchase Agreement is made this 30th day of September, 2011.


 


 


BETWEEN:


NILAM RESOURCES INC.


2724 Ottor Creek Court


Las Vegas, Nevada


89117


 


Represented by Mr. SHAHIN TABAEI, company president


(the “Seller”)







            AND:


 







PORTAGE MINERAlS PERU S.A.


Calle  Alcanfores 761 -1701 Miraflores


Lima - Peru


Represented by Mr. PAUL LUNA




(the "Buyer")






  





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WHEREAS:




 


1          The SELLER is the owner of the mining concession called Rocas#2 Ruth RB code, 010516107, w1th 200 hectares, located in Chiquian district, Department of Ancash


 


(CONCESSION)







 


2          The BUYER is a company incorporated in Lima, Peru and wants to acquire 55% of the  CONCESSION.







 


IN CONSIDERATION OF the agreements contained herein and other good and valuable consideration, the parties hereto covenant and agree each with the other as follows:







            1.1.          Currency







     In this Agreement words or figures expressed in dollars or the symbol for dollars without any other indication mean the specified amount in lawful currency of the United States.







            1.2.          Number and Gender







 



	
  

	
Where the context so requires, all references to this Sales and Purchase Agreement to the singular shall be deemed to include the plural and all references to the masculine shall be deemed to include the feminine and neuter genders and a body corporate and vice versa.












            1.3.          Headings







          The headings in this Sales and Purchase Agreement form no part of this Sales and Purchase Agreement and shall be deemed to have been inserted for convenience of reference only.






  





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 1.4.           Governing Law and Attornment







 


This Sales and Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Nevada in effect therein.  All disputes arising under the Sales and Purchase Agreement will be referred to the courts of the State of Nevada the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Nevada


 


 


THE CONCESSION:







             2.1.          Details







 


Name:                        Rocas #2




Code                         Ruth RB code 010516107




Hectares                   200 ha




Located:                    Chiquian district, Department of Ancash







 


PAYMENT


 


3.1.          The SELLER agrees to transfer the CONCESSION to the BUYER. The terms of the acquisition include a minimum investment of $50,000 USD or 200 meters drilling within 24 months of all permits and registry for 55% ownership of the project with the Seller retaining 45% of the project. Further, the additional 45% of the project can be acquired by the Buyer at any time for $0.675 per each ounce of silver on the total silver resource. Furthermore, Nilam Resources will receive three and a half million shares of Portage Resources Inc.







 


NOTICE




 


4.1          Address for Notice








	
  

	
Any notice required to be given under the terms of this Sales and Purchase Agreement shall be in writing and may effectively be given by a party hereto by delivery of such notice to the other











  





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party at the address below or at such other address as either party may in writing notify the other party or by facsimile transmission and confirmed in writing to:


 


In the case of the Seller:


 


Name of Seller: Nilam Resources Inc.




Address: 2724 Otter Creek Court




Las Vegas, Nevada 89117




 


In the case of the Buyer:




 


Portage Minerals Resources SA


            Address: Calle Alcanfores 761 -1701 Miraflores, Lima - Peru


Telephone Number· (+511) 242-1710


 


4.2  Deemed Delivery







           Notice shall be deemed to have been received by the party immediately upon delivery to such party at its address in the notice. Facsimile transmissions shall be deemed to have been given upon receipt thereof.







 


MISCELLANEOUS









5.1      Amendment







No amendment to this Sales and Purchase Agreement shall be valid unless it is evidenced by a written agreement executed by the parties hereto.











  





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     5.2          This Sales and Purchase Agreement shall be binding upon the parties hereto and their successors, legal personal representatives and permitted assigns.


 


5.3          This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by the laws of the State of Nevada.







    5.4          This Agreement may be executed in counterparts and by facsimile transmission and such counter parts and facsimile transmissions together shall form one and the same instrument.







 


IN WITNESS WHEREOF this Sales and Purchase Agreement has been executed by the parties hereto on this 30th day of September, 2011


 




 


SIGNED BY:




PORTAGE MINERAL PERU S.A


 


 



/s/ Paul Luna 




PAUL LUNA









NILAM RESOURCES INC.


 


 


/s/ Shahin Tabaei


SHAHIN TABAEI








  





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