of any litigation arising out of this Agreement
and/or the terms hereof, the prevailing party shall be entitled to recover its
reasonable attorney's fees and costs from the non-prevailing party.
15.8
This Agreement constitutes the entire understanding and agreement
among the parties hereto and supersedes any prior understandings, whether
written or oral, with respect to the subject matter hereof.
16.
ADVICE OF COUNSEL.
EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY ITS OWN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT.
EACH PARTY
ADDITIONALLY ACKNOWLEDGES THAT THEY HAVE ENTERED INTO THIS AGREEMENT FREELY AND
VOLUNTARILY, AND WITHOUT DURESS OF ANY KIND.
17.
WAIVER OF JURY TRIAL.
GRANTOR AND PURCHASER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY
IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
GRANTOR ACKNOWLEDGES
THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO PURCHASER IN
EXECUTING THIS AGREEMENT AND PURCHASING THE PROPERTY, THAT PURCHASER WOULD NOT
HAVE EXECUTED THIS AGREEMENT OR AGREED TO PURCHASE THE PROPERTY WITHOUT THIS
JURY TRIAL WAIVER, AND THAT GRANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS
HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY
TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.
SIGNATURES APPEAR OF THE FOLLOWING PAGE
6
IN WITNESS WHEREOF, the Grantor and Purchaser have caused this Agreement to be
executed, on the date indicated below.
GRANTOR:
/s/ James M. Clements
JAMES M. CLEMENTS
Date: 2/8/11
PURCHASER:
WILDCAT MINING CORPORATION,
a Nevada corporation
By: /s/ Roger Tichenor
Its: President
Print Name: Roger Tichenor
Date: 2/11/11
7
EXHIBIT "A"
Legal Description
All of the following described lode mining claims situate, lying and being in
the California Mining District, La Plata County, Colorado, to-wit:
NAME OF CLAIM (Patented Lode)
PATENT U.S. SURVEY NUMBER
Idaho Millsite
18320
Idaho Millsite No. 1
18321
Idaho Millsite No. 2
18321
Alpine
18321
Lord Kitchener
17108
Hartford
17108
Gertrude
16616
Good Hope
17124
Sunrise
17124
Cathryn
16616
Midnight
19646
Helen
19515
Midnight No. 2
19646
Pay Day
19516 "A"
Pay Day Millsite
19516 "B"
8
EXHIBIT "B"
MINING DEED
THIS MINING DEED (this "Deed"), made this ____ day of February, 2011, by and
between JAMES M. CLEMENTS, whose address is 3643 Baker Street, San Diego, CA,
92117 (hereinafter referred to as "Grantor") and WILDCAT MINING CORPORATION,
whose address is 1630 Ringling Blvd., Sarasota, FL 34236 (hereinafter referred
to as "Grantee")
WITNESSETH, that Grantor, for and in consideration of the sum of $10.00 Dollars
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, has granted, bargained, sold and conveyed, and by these
presents does grant, bargain, sell, and convey unto Grantee