ex10-1.htm


Exhibit 10.1


 



SLOCAN PROPERTY SALE AGREEMENT


 


THIS AGREEMENT made as of the 10th day of February, 2011


 


BETWEEN:


 


YARDLEY MOUNTAIN GOLD CORP., a body corporate, incorporated under the laws of the Province of British Columbia (hereinafter called "YARDLEY");


 


- and -


 


NORTH BAY RESOURCES INC., a body corporate, incorporated under the laws of the State of Delaware (hereinafter called "North Bay");


 







 


WHEREAS North Bay has agreed to sell and otherwise transfer its 100% undivided interest in the Slocan Properties in the Slocan Mining District, British Columbia, Canada (hereinafter called the “Acquisition” or “Acquisition Tenures”) as set forth in the attached Schedule "A" to YARDLEY on the terms and conditions set out in this Agreement;


 


NOW THEREFORE that in consideration of the mutual covenants including, but not limited to the consideration set out in the clause herein entitled "Consideration", contained in this Agreement the Parties agree as follows:


 



	
1.  

	
DEFINITIONS







 


In this Agreement, unless the context otherwise requires:


 



	
(a)  

	
"Agreement" means this Sales Agreement including the schedules attached hereto;







 



	
(b)  

	
"Acquisition Tenures" means those mineral claims as set out in the attached Schedule "A", which are offered for mining purposes only. It is understood that ownership of the title to it does not include any pre-existing legacy claims or valid crown grants, ownership of the surface rights, or the right to use the surface for residential or recreational purposes;







 



	
(c)  

	
 "Party" means a party to this Agreement "Parties" means all parties to this Agreement;







 



	
(d)  

	
"this Agreement", "herein", "hereto", "hereof" and similar expressions mean and refer to this Agreement.







 



	
2.  

	
INTERPRETATION







 



	
(a)  

	
The expressions "Section", "Subsection", "Clause", "Subclause", "Paragraph" and "Schedule" followed by a number or letter or combination thereof mean and refer to the specified section, subsection, clause, subclause, paragraph and schedule of or to this Agreement.







 




  





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(b)  

	
The division of this Agreement into sections, subsections, clauses, subclauses and paragraphs and the provision of headings for all or any thereof are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.







 



	
(c)  

	
When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.







 



	
(d)  

	
There are appended to this Agreement the following schedules pertaining to the following matters:







 


Schedule "A"                          -       Acquisition Tenures







Such schedules are incorporated herein by reference as though contained in the body hereof.  Wherever any term or condition of such schedules conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.


 



	
(e)  

	
All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claim pursuant to this Agreement include without limitation reasonable legal fees and disbursements on a solicitor and client basis.







 



	
3.  

	
CONSIDERATION







 


As consideration for YARDLEY acquiring a 100% undivided interest to the Acquisition Tenures:


 



	
(a)  

	
YARDLEY hereby agrees to pay to North Bay the sum of $10,000 USD within ten (10) days upon execution of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.







 



	
(b)  

	
YARDLEY hereby agrees to further pay to North Bay the sum of $33,000 USD within three (3) months of the date of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.







 



	
(c)  

	
YARDLEY hereby agrees to further pay to North Bay the sum of $50,000 USD on or before June 25, 2011, such payment not to be refunded to YARDLEY under any circumstances.







 



	
4.  

	
COMMITMENT







 


Upon receipt of the initial $10,000 consideration by North Bay, North Bay shall insure that all of the Acquisition Tenures remain in good standing until July 1, 2011 by payment of the required Cash-In-Lieu fees to the Province of British Columbia, as applicable, and;


 


Upon receipt of the initial $10,000 consideration by North Bay, North Bay shall transfer to YARDLEY the claims identified in Schedule A as “Bosun Fr”, “Democrat RCG”, “Democrat RCG 2”, “Daybreak RCG”, “Corinth RCG”, and “Mammoth SW”, and;


 


Upon receipt of the second payment of $33,000 by North Bay, North Bay shall transfer to YARDLEY the claims identified in Schedule A as the “Silver Leaf Property”, “Joan” and “Meteor”, and;


 


Upon receipt of the final payment of $50,000 by North Bay, North Bay shall transfer to YARDLEY all of the remaining claims in Schedule A that had not been previously transferred.


 




  





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5.  

	
EARNED INTEREST







 


Upon execution of this Agreement and payment in full of all the Consideration amounts specified in Section 3, YARDLEY shall have acquired 100% of North Bay's undivided interest in the Acquisition Tenures.


 



	
6.  

	
DEFAULT







 


Should YARDLEY default under this Agreement then North Bay will provide written notice to YARDLEY with specific details of such defaults or failures.  After receiving said notice, YARDLEY shall have 5 days to remedy such default. Should YARDLEY fail to remedy the default within the 5 day period, YARDLEY shall forfeit any rights it has to the Acquisition Tenures not previously transferred to it under Section 4, and this Agreement shall be terminated.


 



	
7.  

	
REPRESENTATIONS AND WARRANTIES OF NORTH BAY







 


North Bay makes the following representations and warranties to YARDLEY, no claim in respect of which shall be made or be enforceable by YARDLEY unless written notice of such claim, with reasonable particulars, is given by YARDLEY to North Bay within a period of twelve (12) months from the date hereof:


 



	
(a)  

	
North Bay is duly incorporated and is validly subsisting under the laws of the State of Delaware;







 



	
(b)  

	
North Bay is the legal and registered beneficial owner of all of its stated interests in the Acquisition Tenures, and such interests are free of any liens, claims, charges, security interests or encumbrances of any kind whatsoever, except for any pre-existing legacy claims within the Acquisition Tenures, including statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Acquisition Tenures; and;







 



	
(c)  

	
there are no actions, suits, proceedings or claims existing or, to the best of the knowledge, information and belief of North Bay pending or threatened with respect to or in any manner challenging ownership of interest in any of the Acquisition Tenures, or which might reasonably be expected to result in a material impairment or loss of the Acquisition Tenures, or the proposed disposition of interest in the Acquisition Tenures;







 



	
(d)  

	
North Bay is in material compliance with all applicable laws, rules, regulations, orders and statutes applicable to it, the interest in the Acquisition Tenures or the operation of the Acquisition Tenures, and North Bay has not received any notice of any violation, and there is no basis for assertion of any violation, of any applicable law, order, rule, regulation, writ, injunction or decree of any court, governmental or conservation authority or any statute, and North Bay holds, in good standing, all licenses, registrations and qualifications required;







 



	
(e)  

	
the execution and delivery of this agreement and the consummation of the transaction contemplated herein will not, as a result of North Bay’s involvement, violate nor be in conflict with any provision of any material agreement or instrument to which North Bay is a party or is bound or, to the best of the knowledge of North Bay, any judgment, decree, order, statute, rule or regulation applicable to North Bay and no authorizations, approvals or consents are required for the consummation of the transaction contemplated herein by North Bay; and







 




  





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8.  

	
REPRESENTATIONS AND WARRANTIES OF YARDLEY







 


YARDLEY makes the following representations and warranties to North Bay, no claim in respect of which shall be made or be enforceable by North Bay unless written notice of such claim, with reasonable particulars, is given by North Bay to YARDLEY within a period of twelve (12) months from the date hereof:


 



	
(a)  

	
YARDLEY is duly incorporated and is validly subsisting under the laws of the Province of British Columbia;







 



	
(b)  

	
there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of YARDLEY’s knowledge, pending or threatened against or relating to YARDLEY or its material assets and there is no circumstance, matter or thing known to YARDLEY which might give rise to any such proceeding or to any governmental investigation relative to YARDLEY and there is not outstanding against YARDLEY any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator; and







 



	
(c)  

	
YARDLEY has the requisite power, capacity and authority to enter into this agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth.







 



	
9.  

	
INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES







 



	
(a)  

	
North Bay shall be liable to YARDLEY for and shall, in addition, indemnify YARDLEY from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify YARDLEY in connection with any representation or warranty contained in Section 7 if and to the extent that YARDLEY did not rely upon such representation or warranty.







 



	
(b)  

	
YARDLEY shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 9(b) shall be construed so as to cause YARDLEY to be liable to or indemnify North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that North Bay did not rely upon such representation or warranty.







 



	
(c)  

	
Notwithstanding any other provision in this Agreement, North Bay shall not be liable to or be required to indemnify YARDLEY in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY in respect of which YARDLEY is liable to and has indemnified  pursuant to subsection 9(b).







 




  





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10.  

	
COVENANTS







 


During the currency of this Agreement, the Parties shall:


 



	
(a)  

	
not do any other act or thing which would or might in any way adversely affect the rights of the Parties hereunder, and,







 



	
(b)  

	
make available to all Parties and their representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Acquisition Lands in Parties' possession or control, including soil samples, and all records and files relating to the Acquisition Tenures and permit Parties and their representatives at their own expense to take abstracts therefrom and make copies thereof;







 



	
(c)  

	
promptly provide all Parties with any and all notices and correspondence received from government agencies in respect of the Acquisition Tenures.







 



	
11.  

	
DISPOSITION







 


Any sale, assignment or transfer by a Party of all or any part of its rights or obligations hereunder shall include a provision whereby the purchaser, successor or assignee, as the case may be, shall agree to assume the rights and be subject to all the liabilities and obligations of the transferring Party under this Agreement.


 



	
12.  

	
REGISTRATION







 


YARDLEY shall have the right to register notice of this Agreement for the sole purpose of giving notice of its rights under this Agreement to the applicable ministries of the British Columbia Government.


 



	
13.  

	
FURTHER ASSURANCES







 


Each Party will, from time to time and at all times hereafter upon request, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.


 


It should be further noted within this Agreement that neither North Bay or any of its principals, affiliates, or employees is a “Qualified Person” as defined by National Instrument 43-101 and therefore not qualified to make any judgments on the economic viability of the mining claims or minerals contained there-in, and as such will be held harmless for any information provided both verbal and written, expressed or implied, with regard to the economic, technical, or geological aspects of the Acquisition Tenures.  Any such conclusions are the product of YARDLEY’s own due diligence, of which it bears sole responsibility.


 



	
14.  

	
ENTIRE AGREEMENT







 


The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail.  No amendments shall be made to this Agreement unless in writing, executed by the Parties.  This Agreement supersedes all other agreements, documents, writings and verbal understandings between the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof.


 




  





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15.  

	
GOVERNING LAW







 


This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of British Columbia.  The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.


 



	
16.  

	
ENUREMENT







 


This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and assigns.


 



	
17.  

	
TIME OF THE ESSENCE







 


Time shall be of the essence in this Agreement.


 



	
18.  

	
NOTICES







 


The addresses for service and the fax numbers of the Parties shall be as follows:


 




	
North Bay -

	
North Bay Resources Inc


	 	 
	  	
2120 Bethel Road


	 	 
	  	
Lansdale, PA 19446 USA


	 	 
	  	
Attn: Perry Leopold


	 	 
	  	
Fax No.: 215-661-8959


	
YARDLEY -

	  
	  	
Yardley Mountain Gold Corp.


	  	 
	  	
#3 1572 Lorne Street East


	 	 
	  	
Kamloops, B.C. V2C-1X6


	 	 
	  	
Attn: Mr. John Bakus


	 	 
	  	
Fax No.: 250-377-8918










 



  





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All notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered as follows:


 



	
(a)  

	
by personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served;







 



	
(b)  

	
by facsimile transmission to a Party to the fax number of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when transmitted; or







 



	
(c)  

	
except in the event of an actual or threatened postal strike or other labor disruption that may affect mail service, by mailing first class registered post, postage prepaid, to a Party at the address of such Party set out above, in which case the item so mailed shall be deemed to have been received by that Party on the fifth day following the date of mailing.







 


A Party may from time to time change its address for service or its fax number or both by giving written notice of such change to the other Party.


 



	
19.  

	
CURRENCY







 


All references to currency herein shall be deemed to be United States currency, unless otherwise indicated.


 



	
20.  

	
EXECUTION BY COUNTERPART AND FACSIMILIE







 



	
(a)  

	
This Agreement may be executed in counterpart, no one copy of which need be executed by the Parties.  A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by the Parties







 



	
(b)  

	
The Parties will be entitled to rely upon delivery by facsimile machine of executed copies of the executed Agreement will be legally effective to create a valid and binding agreement between the Parties in accordance with the terms hereof.







 


IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year written above.


 


YARDLEY MOUNTAIN GOLD CORP.


 







 


Per: _/s/ John Bakus_______________


 


John Bakus, Director







 


   /s/ Perry Leopold                                                      


 


NORTH BAY RESOURCES INC.


 


Perry Leopold, CEO


 




  





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This is Schedule "A" attached to and forming part of a Sales Agreement made as of the 10th day of February, 2011 between North Bay Resources Inc. and Yardley Mountain Gold Corp.
















 


ACQUISITION TENURES


 







 



	
Tenure Number

	 	
Claim Name

	 	
Area (ha)

	 
	 	 	  	 	 	 
	 	838451	 	
GREEN HORN

	 	 	207.7359	 
	 	 	 	  	 	 	 	 
	 	603828	 	
BOSUN

	 	 	187.0243	 
	 	730862	 	
BOSUN FR

	 	 	20.7848	 
	 	 	 	  	 	 	 	 
	 	767865	 	
CALIFORNIA

	 	 	41.5504	 
	 	766842	 	
IDAHO

	 	 	83.1077	 
	 	 	 	  	 	 	 	 
	 	842091	 	
CORINTH RCG

	 	 	41.5555	 
	 	842111	 	
DAYBREAK RCG

	 	 	41.5538	 
	 	842113	 	
DEMOCRAT RCG

	 	 	62.342	 
	 	842318	 	
DEMOCRAT RCG 2

	 	 	20.7795	 
	 	842512	 	
MAMMOTH SW

	 	 	20.7865	 
	 	 	 	  	 	 	 	 
	 	706747	 	
METEOR

	 	 	104.3604	 
	 	709242	 	
JOAN

	 	 	313.2213	 
	 	 	 	  	 	 	 	 
	
NORTH STAR SILVER PROPERTY

	 	 	 	 
	 	806862	 	
NORTH STAR 2

	 	 	41.593	 
	 	764882	 	
NORTH STAR 3

	 	 	20.7938	 
	 	603827	 	
NORTH STAR 4

	 	 	83.1972	 
	 	604393	 	
NORTH STAR EXT

	 	 	62.4032	 
	 	777922	 	
NORTH STAR EXT

	 	 	187.2303	 
	 	604394	 	
NORTH STAR EXT 2

	 	 	20.8029	 
	 	686186	 	
NORTH STAR EXT 4

	 	 	41.6058	 
	 	799485	 	
NORTH STAR S

	 	 	416.1149	 
	 	834708	 	
NORTH STAR SE

	 	 	312.0594	 
	 	834747	 	
NORTH STAR SE 2

	 	 	312.1522	 
	 	574560	 	
NORTH STAR SILVER

	 	 	332.7012	 
	 	705887	 	
HEWITT

	 	 	519.9505	 
	 	 	 	  	 	 	 	 
	
SILVER LEAF PROPERTY

	 	 	 	 
	 	574625	 	
SILVER LEAF

	 	 	291.9929	 
	 	578836	 	
SILVER LEAF 2

	 	 	125.0693	 
	 	616443	 	
SILVER LEAF 3

	 	 	41.7095	 
	 	602083	 	
SILVER LEAF E

	 	 	20.8582	 
	 	742123	 	
SILVER LEAF EAST

	 	 	333.7059	 
	 	602265	 	
SILVER LEAF FRAC

	 	 	62.5854	 



 




  





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	 	769122	 	
SILVER LEAF FRAC 2

	 	 	20.8457	 
	 	822502	 	
SILVER LEAF FRAC3

	 	 	20.8439	 
	 	830043	 	
SILVER LEAF FRAC4

	 	 	20.8457	 
	 	603455	 	
SILVER LEAF N2

	 	 	83.4148	 
	 	673083	 	
SILVER LEAF NE

	 	 	20.8421	 
	 	772322	 	
SILVER LEAF NE EXT

	 	 	62.5496	 
	 	810122	 	
SILVER LEAF NE1

	 	 	125.1068	 
	 	672843	 	
SILVER LEAF NE2

	 	 	62.5227	 
	 	743142	 	
SILVER LEAF NORTH

	 	 	479.4561	 
	 	751085	 	
SILVER LEAF NW

	 	 	62.559	 
	 	602084	 	
SILVER LEAF S

	 	 	20.8619	 
	 	742182	 	
SILVER LEAF SOUTH

	 	 	166.9052	 
	 	616423	 	
SILVER LEAF W

	 	 	62.566	 
	 	765842	 	
SILVER LEAF W2

	 	 	166.8629	 
	 	765763	 	
SILVER LEAF W3

	 	 	20.8583	 
	 	574592	 	
SLOCAN PRINCE

	 	 	20.8635	 
	 	560552	 	
SLOCAN PRINCE 1

	 	 	20.8601	 
	 	602349	 	
SLOCAN PRINCE N

	 	 	20.8618	 
	 	744624	 	
SLOCAN PRINCE NORTH

	 	 	250.3299	 
	 	602613	 	
SLOCAN PRINCE S

	 	 	20.8635	 
	 	748882	 	
SLOCAN PRINCE SOUTH

	 	 	354.7098	 
	 	541750	 	
ANNA

	 	 	20.8566	 
	 	772243	 	
RIVERSIDE 3

	 	 	20.851	 
	 	772283	 	
RIVERSIDE 4

	 	 	41.6985	 
	 	772302	 	
RIVERSIDE 5

	 	 	104.2372	 
	 	837558	 	
RIVERSIDE SILVER

	 	 	62.5583	 










 




  





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