Filed by sedaredgar.com - Supatcha Resources Inc. - Exhibit 10.1










  

 

PURCHASE AND SALE AGREEMENT 

 

 

 BETWEEN 

 SUPATCHA RESOURCES INC. 

 AND 

 KIMBERLEY SINCLAIR 

 

 

 

 Dated as of the 22nd day of October, 2007 






PURCHASE AND SALE AGREEMENT 

THIS AGREEMENT made as of the 22nd day of October,
2007 

AMONG:

SUPATCHA RESOURCES INC., a
company existing under the laws of the State of Nevada and having its head
office at 80 S. Court St., Thunder Bay, Ontario P7B 2X4 (“Supatcha”) 

AND: 

KIMBERLEY SINCLAIR, An
individual residing at 994 Lillooet Road, North Vancouver, British Columbia,
Canada, V6J 2H5 referred to as (the “Vendor”) 

WHEREAS: 

	A. 	
      The Vendor holds, directly or indirectly, interests in
      certain mineral exploration claims located in the Greenwood Mining
      District in the Province of British Columbia, Canada;

	 	 
	B. 	
      The Vendor wishes to sell and Supatcha wishes to purchase
      a 100% interest in the Property on the terms and conditions contained in
      this Agreement.



In consideration of the premises, covenants and agreements
contained in this Agreement, the parties covenant and agree each with the other
as follows: 

1.         
INTERPRETATION 

1.1       
Definitions 

For the purposes of this Agreement and the recitals in and
Schedule to this Agreement, unless the context otherwise requires, the following
words and phrases will have the meanings indicated below: 

	 	(a) 	
      “Agreement” means this Agreement including the recitals
      and Schedule hereto, which are incorporated by this reference, as amended
      and supplemented;

	 	 	 
	 	(b) 	
      “Property” means the mineral exploration claims located
      in the Greenwood Mning District, British Columbia, Canada and listed in
      Schedule 1 hereto;

	 	 	 
	 	(c) 	
      “Purchase Price” means the $6,500, US Dollars, purchase
      price for the Property as contemplated in this Agreement;

	 	 	 
	 	(d) 	
      “The Vendor” means Kimberley Sinclair., an Individual
      residing in North Vancouver, British Columbia, Canada;

	 	 	 
	 	(e) 	
      “Supatcha” means Supatcha Resources Inc., a company
      incorporated and existing under the laws of the State of
  Nevada;



1.2       
Interpretation 

In this Agreement, except as otherwise expressed or provided or
as the context otherwise requires: 

	 	(a) 	
      the headings and captions are provided for convenience
      only and will not form a part of this Agreement, and will not be used to
      interpret, define or limit the scope, extent or intent of this Agreement
      or any of its provisions; and








	 	(b) 	
      a reference to time or date is to the local time or date
      in Thunder Bay, Canada, unless specifically indicated
  otherwise;



1.3        Amendment


No amendment, waiver, termination or variation of the terms,
conditions, warranties, covenants, agreements and undertakings set out herein
will be of any force or effect unless the same is reduced to writing duly
executed by all parties hereto in the same manner and with the same formality as
this Agreement is executed. 

1.4        Waiver


No waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision (whether or not similar) and no
waiver will constitute a continuing waiver unless otherwise expressly provided.


1.5        Schedules


The following Schedules are attached hereto and form a part
hereof: 


	Schedule 	Subject 
	  	  
	1 	Description of
      Property 
	2 	Claim Map




1.6        Currency


All dollar ($) references in this Agreement are to United
States dollars. 

2.         
PURCHASE AND SALE 

2.1        Purchase and
Sale 

Subject to the terms and conditions of this Agreement and based
on the representations and warranties contained in this Agreement, Supatcha
hereby offers to purchase the Property from the Vendor and the Vendor hereby
agrees to sell the Property to Supatcha. 

2.2       
Consideration 

In consideration for the sale by the Vendor to Supatcha of the
Property, Supatcha will pay the Purchase Price for the Property to the Vendor on
the Closing date. 

3.         
REPRESENTATIONS AND WARRANTIES 

3.1       
Representations and Warranties of The Vendor 

The Vendor represents and warrants to and in favour of the
Supatcha as follows and acknowledges that Supatcha is relying upon such
representations and warranties in consummating the transactions contemplated by
this Agreement: 

	 	(a) 	
      This Agreement has been duly executed and delivered by
      the Vendor and constitutes a valid and binding obligation of the Vendor in
      accordance with its terms;

	 	 	 
	 	(b) 	
      Schedules 1 and 2 hereto contain an accurate and complete
      description of the Property;

	 	 	 
	 	(c) 	
      No person has any agreement or option or any right or
      privilege (whether by law, pre-emptive or contractual) capable of becoming
      an agreement or option for the purchase from the Vendor of any interest in
      the Property;



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	 	(d) 	
      The entering into, execution, delivery and performance by
      the Vendor of this Agreement will not violate or contravene or conflict
      with or result in a breach of or default or give rise to any right of
      termination, acceleration, cancellation or modification under any of the
      terms and conditions of any contract, agreement, commitment, arrangement
      or understanding pursuant to which the Vendor holds or has acquired its
      interest in the Property or any other contract, agreement, commitment,
      arrangement, understanding or restriction, written or oral, to which the
      Vendor is a party or by which it is bound;

	 	 	 
	 	(e) 	
      To the best of the knowledge of the Vendor after due
      enquiry, there are no legal conflicts of any nature and no investigations
      or legal or administrative affairs pending against the Vendor in
      connection with the Property or for any other cause and there is no
      pending or threatened decree, decision, sentence, injunction, order or
      award of any court, arbitral tribunal or governmental authority or any
      action, procedure, arbitration, administrative or judicial investigation,
      actual or threatened, with respect to the Vendor or the
Property;

	 	 	 
	 	(f) 	
      The Vendor holds all right, title and interest in and to
      the Property, and the Property is free of any lien, claim, pledge,
      privilege, levy, lease, sublease or rights of any person and other than
      government royalties, government work requirements and other conditions
      imposed by a governmental authority;



3.2       
Representations and Warranties of Supatcha 

Supatcha represents and warrants to and in favour of the Vendor
as follows and acknowledges that the Vendor are relying upon such
representations and warranties in consummating the transactions contemplated by
this Agreement: 

	 	(a) 	
      Supatcha is a corporation duly incorporated and validly
      subsisting and in good standing in the State of Nevada;

	 	 	 
	 	(b) 	
      Supatcha has the corporate power and authority to enter
      into this Agreement and to perform its obligations hereunder;

	 	 	 
	 	(c) 	
      The execution and delivery of this Agreement and the
      completion of the transactions contemplated herein will constitute a valid
      and binding obligation of Supatcha enforceable against it in accordance
      with its terms;

	 	 	 
	 	(d) 	
      The entering into, execution, delivery and performance by
      the Supatcha of this Agreement will not violate or contravene or conflict
      with or result in a breach of or default or give rise to any right of
      termination, acceleration, cancellation or modification under any of the
      terms and conditions of any contract, agreement, commitment, arrangement,
      understanding or restriction, written or oral, to which Supatcha is a
      party or by which it is bound or under the constating documents or
      directors’ or shareholders’ resolutions of
Supatcha;



4.         
CLOSING 

4.1        Time and Place
of Closing 

The closing (the “Closing”) of this Agreement will take place
at the offices of Supatcha at 2:00 p.m. (Thunder Bay time) on October 22, 2007.


4.2        Closing
Documents 

At Closing, the parties hereto will table the following
documents: 

	 	(a) 	
      Documents of The Vendor: The Vendor will table for
      delivery to Supatcha title transfer documents relating to the Property in
      a form acceptable to Supatcha’s legal counsel.



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	 	(b) 	
      Documents of Supatcha. Supatcha will table for
      delivery to the Vendor a certified check, or a check issued from an
      attorney’s trust account for $6,500 made payable to the Vendor or its
      agents.



5.         
TERMINATION 

5.1        Mutual
Termination 

This Agreement may, prior to Closing, be terminated by the
parties hereto by mutual agreement in writing notwithstanding anything contained
herein. 

6.         
GENERAL PROVISIONS 

6.1        Time of
Essence 

Time is and will be of the essence of each and every provision
of this Agreement. 

6.2        Finder’s Fees
and Brokers’ Commission 

Each of the parties hereto represents to the other that it has
not incurred any liability for any finders’ fee or brokers’ commission in
connection with the execution of this Agreement or the consummation of the
transactions contemplated herein. 

6.3        Expenses


Supatcha will be responsible for all fees and expenses in
connection with the preparation, execution and delivery of this Agreement and
the preparation and completion of all other agreements, documents, approvals and
transactions contemplated by this Agreement. 

6.4        Further
Assurances 

Each of the parties hereto will, whether before or after
Closing and at the expense of Supatcha, execute and deliver all such further
documents and instruments, give all such further assurances, and do all such
acts and things as may reasonably be required to carry out the full intent and
meaning of this Agreement. 

6.5        Entire
Agreement 

This Agreement and the Schedule hereto contain the whole
agreement among the parties hereto in respect of the subject matter hereof and
supersedes and replaces all prior negotiations, communications and
correspondence between the parties hereto. There are no warranties,
representations, terms, conditions or collateral agreements, express or implied,
statutory or otherwise, among the Vendor and Supatcha other than as expressly
set forth in this Agreement and the Schedule hereto. 

6.6        Enurement


This Agreement will enure to the benefit of and be binding upon
each of the parties hereto and their respective successors, liquidators and
permitted assigns. 

6.7        Assignment


No party hereto may assign any of its right, title or interest
in, to or under this Agreement, nor will any such purported assignment be valid
amongst the parties hereto, except with the prior written consent of all parties
hereto, such consent not to be unreasonably withheld. 

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6.8        Governing
Law 

This Agreement will be construed and interpreted in accordance
with the laws of the Province of Ontario, Canada and the laws of Canada
applicable therein. The parties hereto irrevocably attorn to the jurisdiction of
the arbitrators and courts of the Province of Ontario, Canada and the venue for
any actions or arbitrations arising out of this Agreement will be Thunder Bay,
Ontario Canada. 

6.9        Notices


All notices, payments, and other required communications
(“Notices”) to the parties hereto shall be in writing and shall be addressed
respectively as follows: 

	 	(a) 	If to Supatcha: 
	 	  	  
	 	  	       
                 Supatcha Resources Inc. 
	 	  	       
                 80 S. Court St., Thunder Bay,
      Ontario P7B 2X4 
	 	  	       
                 If to the Vendor: 
	 	  	  
	 	(b) 	If to the Vendor 
	 	  	  
	 	  	       
                 Kimberley Sinclair 
	 	  	       
                 994 Lilloooet Road, 
	 	  	       
                 North Vancouver, 
	 	  	       
                 Canada, V6J 2H5



All notices shall be given (i) by personal delivery to the
party by leaving a copy at the place specified for notice with a receptionist or
an apparently responsible individual, or (ii) by electronic facsimile
communication. All notices will be effective and will be deemed delivered (i) if
by personal delivery, on the date of delivery if delivered during normal
business hours and, if not delivered during normal business hours, on the next
business day following delivery, and (ii) if by electronic communication, on the
next business day following receipt of the electronic communication. A party
hereto may change its address for notice by notice to the other party. 

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6.10      Counterparts 

This Agreement, and any certificates or other writing delivered
in connection herewith, may be executed in any number of counterparts with the
same effect as if all parties hereto had all signed the same documents, and all
such counterparts will be construed together and will constitute one and the
same instrument. The execution of this Agreement and any other writing by any
party hereto or thereto will not become effective until counterparts hereof or
thereof, as the case may be, have been executed by all the parties hereto or
thereto, and executed copies delivered to each party who is a party hereto or
thereto. Such delivery may be made by facsimile transmission of the execution
page or pages, hereof or thereof, to each of the other parties by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission, an originally executed execution page or pages is forwarded by
prepaid express courier to the other party by the party signing the particular
counterpart. 

The parties hereto have executed and delivered this Agreement
as of the date first written above. 


SUPATCHA RESOURCES INC. 

 

	Per: 	(S) “Don Axent”	 
	  	Don Axent 	 
	  	President 	 
	  	  	 
	  	  	 
	  	  	 
	  	  	 
	  	(S )”Kimberley Sinclair”	 
	  	Kimberley Sinclair 	 


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Schedule 1 

 

Description of Property 

 

	Claim Name: 	Bonanza 
	 	 
	Mining District: 	Greenwood Mining District, BC
  
	 	 
	Tenure Number 	525427 
	 	 
	Number of Units 	9 Units (190 Hectares) 
	 	 
	Expiry Date 	July14, 2009 


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Schedule 2 

Claim Map 





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