OR TO THE OWNERSHIP OF OR TITLE TO THE CLAIMS, NOR TO THEIR KNOWLEDGE IS THERE
ANY BASIS THEREFORE AND THERE ARE NO OUTSTANDING AGREEMENTS OR OPTIONS TO
ACQUIRE OR PURCHASE THE CLAIMS, OR ANY PORTION THEREOF, AND TO THEIR KNOWLEDGE,
NO PERSON HAS ANY ROYALTY OR OTHER INTEREST WHATSOEVER IN PRODUCTION FROM THE
CLAIMS, OTHER THAN AS DESCRIBED IN THE LETTER OF LIC. VICTOR GARCIA JIMENEZ TO
MR. JOHN S. BROCK DATED APRIL L & 1996, ATTACHED HERETO AS ATTACHMENT 1,
(D)
THEY WILL EXECUTE OR CAUSE THE EXECUTION OF ALL SUCH FURTHER
DOCUMENTS REASONABLY AS MAYBE REQUESTED BY THE OPTIONEE IN ORDER, UPON EXERCISE
OF THE OPTION, TO EVIDENCE A TRANSFER OF THE CLAIMS AND TO RECORD SUCH TRANSFER
IN SUCH GOVERNMENTAL OFFICES OR OTHER PLACES AS THE OPTIONEE REASONABLY MAY
REQUEST ALL IN ORDER THAT THE OPTIONEE BECOME THE REGISTERED OWNER OF THE CLAIMS
AND BE PERMITTED TO DULY NOTIFY THIRD PARTIES OF ITS OWNERSHIP THEREOF, SUBJECT
ONLY TO THE NSR RESERVED AND THE EXCEPTIONS DESCRIBED IN THE LETTER OF LIC.
VICTOR GARCIA JIMENEZ TO MR. JOHN S. BROCK DATED APRIL 18, 1996, ATTACHED HERETO
AS ATTACHMENT 1.
5
6.1
THE OPTIONEE REPRESENTS AND WARRANTS TO AND
FOR THE BENEFIT OF THE OPTIONOR, WHICH REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT, THAT:.
(A)
IT IS A COMPANY DULY INCORPORATED, VALIDLY
EXISTING AND IN GOOD STANDING WITH RESPECT TO APPLICABLE LAW;
(B)
IT HAS FULL POWER AND AUTHORITY TO CARRY ON
ITS BUSINESS AND TO ENTER INTO THIS AGREEMENT AND ANY AGREEMENT OR INSTRUMENT
REFERRED TO IN OR CONTEMPLATED BY THIS AGREEMENT AND TO CARRY OUT AND PERFORM
ALL OF ITS OBLIGATIONS AND DUTIES HEREUNDER:
(C)
IS LEGALLY QUALIFIED TO EXECUTE AGREEMENTS
AND TO BE OWNER OF THE RIGHTS DERIVED FROM THE MINING CONCESSIONS EXISTING OVER
THE CLAIMS; AND
(D)
IT IS 100% OWNED BY GRANDCRU RESOURCES
CORPORATION AND HAS DULY OBTAINED ALL AUTHORIZATIONS FOR THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT, AND SUCH EXECUTION, DELIVERY AND PERFORMANCE
AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED WILL NOT CONFLICT
WITH, OR ACCELERATE THE PERFORMANCE REQUIRED BY OR RESULT IN ANY BREACH OF ANY
COVENANTS OR AGREEMENTS CONTAINED IN OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN
THE CREATION OF ANY ENCUMBRANCE, LIEN OR CHARGE UNDER THE PROVISIONS OF ITS
CONSTATING OR INITIATING DOCUMENTS OR ANY INDENTURE, AGREEMENT OR OTHER
INSTRUMENT WHATSOEVER TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH
IT MAY BE SUBJECT AND WILL NOT CONTRAVENE ANY APPLICABLE LAWS.
RIGHT OF ENTRY
7.
UNTIL THE OPTION IS EXERCISED OR
TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE OPTIONEE, ITS
SERVANTS AND AGENTS SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT TO:
(A)
ENTER IN, UNDER OR UPON THE CLAIMS AND HAVE
THE EXCLUSIVE RIGHT TO CONDUCT EXPLORATION AND MINING ACTIVITIES ON OR IN
RESPECT OF THE CLAIMS;
(B)
EXCLUSIVE AND QUIET POSSESSION OF THE CLAIMS;
(C)
BRING UPON THE CLAIMS