agreement
dated June 19, 2002 among the Royalty Holder, Sanluis and Luismin. There is no
buyout in respect of this royalty. The Wheaton Group confirms that such royalty
does not extend to, and will not apply in respect of, any portion of the
Property other than the Sanluis Concessions (and any subsequent tenures in
respect thereof).
3.
REPRESENTATIONS AND WARRANTIES OF
WHEATON, LUISMIN AND SANLUIS
Wheaton, Luismin and Sanluis further represent and warrant to Grandcru that:
A.
EACH OF THE MINERAL EXPLORATION
CONCESSIONS COMPRISED IN THE SANLUIS CONCESSIONS AND SET FORTH IN SCHEDULE "A"
IS, TO THE BEST OF ITS KNOWLEDGE, INFORMATION AND BELIEF, VALIDLY ISSUED, IS
REGISTERED IN THE NAME OF SANLUIS IN THE REGISTRO PUBLICO DE MINERIA IN THE
LIBRO DE CONCESIONES MINERAS, IS PRESENTLY IN GOOD STANDING, SUBJECT TO
COMPLIANCE WITH APPLICABLE LAWS OF MEXICO IN CONNECTION THEREWITH, AND NO PERSON
OTHER THAN THE MEXICAN GOVERNMENT, THE ROYALTY HOLDER AND SANLUIS HAVE ANY
INTEREST IN SUCH PORTION OF THE PROPERTY OR PRODUCTION THEREFROM;
4
B.
TO THE BEST OF THEIR KNOWLEDGE, ALL
OPERATIONS ON THE SANLUIS CONCESSIONS HAVE BEEN IN COMPLIANCE WITH ALL
APPLICABLE MINING, LABOUR, ENVIRONMENTAL AND TAXATION LAWS;
C.
ALL TAXES, LAND FEES AND ASSESSMENTS
REQUIRED IN RESPECT OF EACH OF THE SANLUIS CONCESSIONS HAVE BEEN FULLY PAID UP
TO THE DATE HEREOF; AND
D.
THEY HAVE THE FULL RIGHT AND AUTHORITY
TO ENTER INTO THIS AGREEMENT AND TO TRANSFER TO GRANDCRU A ONE HUNDRED (100%)
PERCENT RIGHT, TITLE AND WORKING INTEREST IN AND TO THE SANLUIS CONCESSIONS IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
4.
PURCHASE AND SALE
The Wheaton Group hereby agrees to sell, and Grandcru hereby agrees to buy, on
the date which is ten (10) business days after all of the conditions in
paragraph 6 have been satisfied or waived (the "Closing Date"), all of the
right, title and interest of Sanluis in and to the Sanluis Concessions and the
Existing Data for the purchase price (the "Purchase Price") of CAD THREE HUNDRED
AND THIRTY THOUSAND (CAD 330,000) DOLLARS.
5.
PAYMENT OF PURCHASE PRICE
The Purchase Price will be satisfied by the issuance to Wheaton on the Closing
Date of ONE MILLION (1,000,000) units (the "Units") of Grandcru. Each Unit will
be comprised of:
A.
ONE (1) FULLY PAID AND NON-ASSESSABLE
COMMON SHARE WITHOUT PAR VALUE IN THE CAPITAL STOCK OF GRANDCRU; AND
B.
ONE (1) COMMON SHARE PURCHASE WARRANT OF
GRANDCRU, WITH EACH SUCH WARRANT BEING EXERCISABLE TO PURCHASE AN ADDITIONAL
COMMON SHARE WITHOUT PAR VALUE IN THE CAPITAL STOCK OF GRANDCRU AT A PRICE OF
CAD SEVENTY-FIVE (CAD 0.75) CENTS FOR A PERIOD OF TWO (2) YEARS AFTER THE
CLOSING DATE.
All of the securities comprised in the Units will not be subject to any
restrictions on transfer or statutory hold periods greater than four (4) months
from the date of issue.
6.
CONDITIONS PRECEDENT TO CLOSING
The obligations of Grandcru and the Wheaton Group to complete the purchase and
sale provided in paragraph 4 will be