Filed by Automated Filing Services Inc. (604) 609-0244 - Aom Minerals Ltd. - Exhibit 10.1






 MINERAL PROPERTY 

  ACQUISITION AND SALE AGREEMENT

 

 BETWEEN

 AOM MINERALS LTD. 

AND

 KIMBERLY SINCLAIR

 

 Dated as of the 2nd day of March 2006.










 ACQUISITION AND SALE AGREEMENT


THIS AGREEMENT made as of the 2nd day of March, 2006

 AMONG:

AOM MINERALS LTD., a company
  existing under the laws of the State of Nevada and having its head office at
  2258 Hiedi Ave. Burlington, ON, L7M 3W4 (“Aom”)

 AND:

KIMBERLY SINCLLAIR., an individual
  residing and doing business at 994 Lillooet Rd., North Vancouver, British Columbia,
  Canada V6J 1H3 (the “Vendor”)


WHEREAS:

	
A. 		
The Vendor holds, directly or indirectly, interests in certain mineral exploration claims located in the province of British Columbia;

	
	 	 
	
B. 		
The Vendor wishes to sell and Aom 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 Province of British Columbia, Canada and listed
        in Schedule 1 hereto;

	 	 	 
	 	 (c) 	 “Purchase Price” means the $3,600, US
        Dollars, purchase price for the Property as contemplated in this Agreement;

	 	 	 
	 	 (d) 	 “The Vendor” means Kimberly Sinclair, an
        individual residing in the Province of British Columbia, Canada.

	 	 	 
	 	 (e) 	 “Aom” means Aom Minerals Ltd., a company
        incorporated and existing under the laws 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 Toronto, Ontario, 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 	 Legal Description of Property 
	 	 2 	 Claim Map 



1.6 Currency


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


2. ACQUISITION AND SALE


2.1 Acquisition and Sale


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

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2.2 Consideration


In consideration for the sale by the Vendor to Aom of the Property, Aom 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 Aom as follows and acknowledges that Aom 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;

	 	 	 
	 	 (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 Aom


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



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	 	 (b) 	 Aom 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 Aom enforceable against it in accordance with
        its terms;

	 	 	 
	 	 (d) 	 The entering into, execution, delivery and performance
        by the Aom 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 Aom is a party
        or by which it is bound or under the constating documents or directors’
        or shareholders’ resolutions of Aom;




4. CLOSING


4.1 Time and Place of Closing


The closing (the “Closing”) of this Agreement will take place at the offices of Aom at 2:00 p.m. (Toronto, Ontario time) on March 2, 2006.


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 Aom title transfer documents relating to the Property
        in a form acceptable to Aom’s legal counsel.

	 	 	 
	 	 (b) 	 Documents of Aom. Aom will table for delivery
        to the Vendor a certified check, or a check issued from an attorney’s
        trust account for $3,600 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.

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6.3 Expenses


Tao 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 Aom, 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 Aom 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.


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 Toronto, 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 Aom:

	 	 	 
			 Aom Minerals Ltd.

			 2258 Hiedi Ave. Burlington, ON, Canada, L7M 3W4

	 	 	 
			 If to the Vendor:

	 	 	 
	 	 (b) 	 Kimberly Sinclair

			 994 Lillooet Rd., North Vancouver, British Columbia, Canada
      V6J 1H3


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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.


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.


AOM MINERALS LTD.

	 Per: 	 (s) Michael Shamber
	  	 Michael Shamber 
	  	 Director, President 
	  	 

	
	  	 

	
	  	 

	
	  	 

	
	  	(s) Kimberly Sinclair 
	  	 KIMBERLY SINCLLAIR 


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Schedule 1

Legal Description of Property

	Claim Name
    	Tenure # 	Units 	Mining Division 	Co-ordinates 	Expiry Date 
	  	  	  	  	  	  
	Kenrick # 1 	513919 	9 	Greenwood Mining Division    	49 27 34 N  118 52 10 W   	June 3, 2008 
	  	  	  	 	 	  
	Hard to beat 	530404 	1 	“” “” “” “”
    	“” “” “” “”
    	March 22, 2008 


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 Schedule 2

 Claim map

  

 

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