eXHIBIT 10.1
MINeral property ACQUISITION AGREEMENT
(Reference: 140 claims)
THIS AGREEMENT is dated for reference February 6, 2012.
BETWEEN:
TORON INC., a company having an address at 1000 de La Gauchetiere Street West,
24th Floor, Montreal, QC, H3B 4W5, Canada, herein represented by Michael
Whitehead duly authorized as he so declares;
(the "Purchaser" or the "Company");
AND:
9248-7792 QUEBEC INC., a company having an address at 970 Gilles Lupien,
Trois-Rivieres, QC, G9C 0B9, Canada;
("9248-7792 Quebec");
AND:
GLENN GRIESBACH, a businessman having an address at Perumahan Taman Permata
Millenium, Jalan Permata Bunda, Sektor 1, Blok C2/18, Lippo Karawaci, Banten
Provence, Indonesia, 15811.
("GG");
(9248-7792 Quebec and GG are also collectively referred
to as the "Vendor").
WHEREAS:
The Vendor is the registered beneficial owner of an undivided one hundred
percent (100%) interest in and to those certain mineral interests which are more
particularly described in Schedule "A"
and shown in Schedule "B" attached
hereto (the "Property").
The Vendor wishes to sell to the Purchaser a one hundred percent
(100%) interest in and to the Property and any deposits of minerals on the
Property, and the Purchaser wishes to acquire the same on the terms and subject
to the conditions as are more particularly set forth herein.
THEREFORE in consideration of the mutual covenants and agreements in this
Agreement, the parties agree as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
FOR THE PURPOSES OF THIS AGREEMENT:
(A)
"AFFILIATE" MEANS ANY PERSON, PARTNERSHIP, JOINT VENTURE,
CORPORATION OR OTHER FORM OF ENTERPRISE WHICH DIRECTLY OR INDIRECTLY CONTROLS,
IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, A PARTY TO THIS AGREEMENT.
FOR PURPOSES OF THE PRECEDING SENTENCE, "CONTROL" MEANS POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE DIRECTION OF MANAGEMENT AND POLICIES
THROUGH OWNERSHIP OF VOTING SECURITIES, CONTRACT, VOTING TRUST OR OTHERWISE;
(B)
"ORE" SHALL MEAN ANY MINERALS OF COMMERCIAL ECONOMIC VALUE
MINED FROM THE PROPERTY;
(C)
"PAYMENT" MEANS THE PAYMENTS CONTEMPLATED IN PARAGRAPH 3.2;
(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.
(E)
"PROPERTY" MEANS MINERAL CLAIMS IN QUEBEC, MORE PARTICULARLY
DESCRIBED IN SCHEDULE "A" AND SCHEDULE "B" OF THIS AGREEMENT;
(F)
"PROPERTY RIGHTS" MEANS ALL LICENCES, PERMITS, EASEMENTS,
RIGHTS-OF-WAY, CERTIFICATES AND OTHER APPROVALS OBTAINED BY EITHER OF THE
PARTIES, EITHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT, AND NECESSARY FOR
THE DEVELOPMENT OF THE PROPERTY OR FOR THE PURPOSE OF PLACING THE PROPERTY INTO
PRODUCTION OR OF CONTINUING PRODUCTION ON THE PROPERTY; AND
(G)
"SHARES" MEANS FULLY PAID AND NON-ASSESSABLE COMMON SHARES IN
THE SHARE CAPITAL OF THE PURCHASER, ISSUED PURSUANT TO EXEMPTIONS FROM
REGISTRATION AND PROSPECTUS REQUIREMENTS CONTAINED IN THE UNITED STATES
SECURITIES ACT OF 1933 AND THE RULES