MAY DETERMINE NECESSARY OR DESIRABLE;
(C)
BRING AND ERECT UPON THE PROPERTY SUCH BUILDINGS, PLANT,
MACHINERY AND EQUIPMENT AS THE PURCHASER MAY DEEM NECESSARY OR DESIRABLE IN ITS
SOLE DISCRETION; AND
(D)
REMOVE FROM THE PROPERTY ALL METALS AND MINERALS DERIVED FROM
ITS OPERATIONS ON THE PROPERTY AS MAY BE DEEMED NECESSARY BY THE PURCHASER FOR
TESTING.
7.
RECORDING OF AGREEMENT
7.1
THE VENDOR AND THE PURCHASER WILL
EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTATION AS LEGAL COUNSEL FOR THE
VENDOR AND THE PURCHASER DETERMINE IS NECESSARY IN ORDER TO DULY REGISTER AND
RECORD IN THE APPROPRIATE REGISTRATION AND RECORDING OFFICES NOTICE THAT THE
VENDOR'S INTEREST IN AND TO THE PROPERTY IS SUBJECT TO AND BOUND BY THE TERMS OF
THIS AGREEMENT AT THE COST OF THE PURCHASER.
8.
CONDITIONS PRECEDENT
8.1
THE OBLIGATION OF THE PURCHASER TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT IS SUBJECT TO THE
PURCHASER BEING SATISFIED WITH THE TITLE TO THE PROPERTY HELD BY THE VENDOR
WHICH IS FOR THE PURCHASER'S SOLE BENEFIT AND MAY BE WAIVED IN WRITING BY THE
PURCHASER.
9.
JOINT OBLIGATIONS
9.1
UNLESS THIS AGREEMENT IS TERMINATED IN
ACCORDANCE WITH PARAGRAPH 13.1, THE PURCHASER, 9248-7792 QUEBEC AND GG COVENANT
AND AGREE WITH EACH OTHER THAT THEY WILL CO-OPERATE IN GOOD FAITH TO:
(A)
THE PURCHASER WILL MAINTAIN THE PROPERTY IN GOOD STANDING BY
DOING AND FILING ALL ASSESSMENT WORK OR MAKING PAYMENTS IN LIEU THEREOF AND BY
PERFORMING ALL OTHER ACTS WHICH MAY BE NECESSARY IN ORDER TO KEEP THE PROPERTY
IN GOOD STANDING AND
6
FREE AND CLEAR OF ALL LIENS AND OTHER CHARGES ARISING FROM OR OUT OF THE
PURCHASER'S ACTIVITIES ON THE PROPERTY UNTIL THE PROPERTY IS FULLY PURCHASED BY
THE PURCHASER;
(B)
THE PURCHASER WILL DO ALL WORK ON THE PROPERTY IN ACCORDANCE
WITH SOUND MINING, EXPLORATION AND ENGINEERING PRACTICES AND IN COMPLIANCE WITH
ALL APPLICABLE LAWS, BYLAWS, REGULATIONS, ORDERS, AND LAWFUL REQUIREMENTS OF ANY
GOVERNMENTAL OR REGULATORY AUTHORITY AND COMPLY WITH ALL LAWS GOVERNING THE
POSSESSION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE GOVERNING
SAFETY, POLLUTION AND ENVIRONMENTAL MATTERS; AND,
(C)
MAINTAIN TRUE AND CORRECT BOOKS, ACCOUNTS AND RECORDS OF
OPERATIONS THEREUNDER, SUCH RECORDS TO BE OPEN AT ALL REASONABLE TIMES UPON
REASONABLE NOTICE FOR INSPECTION BY THE OTHER PARTY OR ITS DULY AUTHORIZED
REPRESENTATIVE.
10.
TRANSFER OF THE PROPERTY
10.1
WITHIN
FIVE (5) DAYS FOLLOWING THE FINAL
PAYMENT OF THIS AGREEMENT, THE VENDOR WILL PROVIDE TO A LAWYER AT LAURIN DUHAIME
AVOCAT, IN TRUST, THE SIGNED CLAIMS TRANSFER IN FAVOUR OF TORON INC; THE 140
CLAIMS LISTED IN SCHEDULE A.
THIS TRANSFER WILL BE REGISTERED WITH THE MRNF
(MINISTERE DES RESSOURCES NATURELLE ET FAUNE - QUEBEC) WITHIN FIVE (5) DAYS
FOLLOWING THE RECEIPT OF THE FINAL PAYMENT BY THE VENDOR.
THE TRANSFER COST
WILL BE BORNE BY THE PURCHASER AND MUST BE PROVIDED TO THE VENDOR SO THAT THE
VENDOR MAY REGISTER THE CLAIMS TRANSFER WITH THE MRNF.
10.2
THE PURCHASER WILL ACT OPERATE AS
ADMINISTRATOR OF THE PROPERTY AND WILL HAVE THE EXCLUSIVE