UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-41085
SNOW LAKE RESOURCES LTD.
(Translation of registrant's name into English)
242 Hargrave Street, #1700
Winnipeg, Manitoba R3C 0V1 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
Exhibits 99.1, 99.2, 99.3 and 99.4 included with this Report on Form 6-K are hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-272324) and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SNOW LAKE RESOURCES LTD.
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(Registrant)
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Date: August 22, 2024
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By
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/s/ Kyle Nazareth
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Kyle Nazareth
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Chief Financial Officer
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BLACK LAKE
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT dated as of the 24th day of March 2024
BETWEEN:
DOCTORS INVESTMENT GROUP LTD. a British Columbia Corporation,
having an address 261 Scott Road, Quesnel, British Columbia, V2J 6Z2
(the "Optionor")
OF THE FIRST PART
AND:
GLOBAL URANIUM ACQUISITION CORP PTY LTD an Australian
Proprietary Company having an address 3 Normandy Close, Hoppers
Crossing, Vic 3029
(the "Optionee" or the "Issuer")
OF THE SECOND PART
WHEREAS:
A. The Optionor is the sole recorded and beneficial owner of the mineral claim described in Schedule "A" hereto (the "Property"); and
B. The Optionor wishes to sell an undivided 100% interest in and to the Property to the Optionee and the Optionee wishes to acquire such interest pursuant to the terms and conditions set out in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
1. INTERPRETATION
1.1 For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:
(a) "Affiliate" shall have the meaning attributed to it in the Business Corporations Act (British Columbia).
(b) "Agreement" means this agreement and all schedules hereto, as may be amended from time to time.
(c) "Commencement of Commercial Production" means achieving an average of not less than sixty percent (60%) of the mines planned production of ore over a period of 90 days.
(d) "Encumbrance" means any privilege, mortgage, hypothec, lien, charge, pledge, security interest or adverse claim.
(e) "Environmental Laws" means laws relating to reclamation or restoration of the Property; abatement of pollution; protection of the environment; monitoring environmental conditions; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials or substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances into the environment; and all other laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.
(f) "Environmental Liability" means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments costs, disbursements, or expenses (including, without limitation, legal fees and costs, experts' fees and costs and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against the Optionor or any other party in respect of the Property, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Property and/or emanating or migrating and/or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the environment caused by or relating to operations; or (iii) the violation or alleged violation of thy Environmental Laws arising from or relating to operations.
(g) "Exploration Expenditures" means all expenditures and costs incurred by the Optionee relating directly or indirectly to the Property, including all expenditures and costs incurred: (a) in doing geophysical, geochemical, land, airborne, environmental and geological examinations, assessments, assays, audits and surveys; (b) in line cutting, mapping, trenching and staking; (c) in searching for, digging, trucking, sampling, working, developing, mining and extracting ores, minerals and metals; (d) in conducting diamond and other drilling; (e) in obtaining, providing, installing and erecting mining, milling and other treatment, plant, ancillary facilities, buildings, machinery, tools, appliances and equipment; (f) in construction of access roads and other facilities on or for the benefit of the Property or any part thereof; (g) in transporting personnel, supplies, mining, milling and other treatment plant, ancillary facilities, buildings, machinery, tools, appliances and equipment in, to or from the Property or any part thereof; (h) in paying reasonable wages and salaries (including "fringe benefits", but excluding home office costs) of personnel directly engaged in performing work on the Property; (i) in paying assessments and contributions under applicable employment legislation relating to workers' compensation and unemployment insurance and other applicable legislation related to such personnel; (j) in supplying food, lodging and other reasonable needs for such personnel; (k) in obtaining and maintaining insurance; (l) in obtaining legal, accounting, consulting and other contract and professional services or facilities related to work performed or to be performed hereunder; (m) in paying any taxes, fees, charges, payments and rentals (including payments made in lieu of assessment work) or otherwise incurred to transfer the Property or any part thereof in good standing; (n) in paying goods and services tax and social service tax and other taxes charged on expenditures made or incurred by the Optionee relating directly or indirectly to the Property; (o) in acquiring access and surface rights to the Property; (p) in carrying out any negotiations and preparing, settling and executing any agreements and other documents relating to environmental or indigenous peoples' claims, requirements or matters; (q) in obtaining all necessary or appropriate approvals, permits, consents and permissions relating to carrying out of work, including environmental permits, approvals and consents; (r) in carrying out reclamation and remediation; (s) in improving, protecting and perfecting title to the Property or any part thereof; (t) in carrying out mineral, soil, water, air and other testing; and (u) in preparing engineering, geological, financing, marketing and environmental studies and reports and test work related thereto.
(h) "Net Smelter Royalty" has the meaning set forth in Schedule "B".
(i) "Property" means the mineral claims described in Schedule "A", including any replacement or successor mineral claims and other mining interests derived from any such lease.
1.2 All references to monies hereunder will be in Canadian funds. All payments to be made to any party hereunder may be made by cheque mailed or delivered to such party to its address for notice purposes as provided herein.
2. REPRESENTATIONS AND WARRANTIES
2.1 The Optionor represents and warrants to the Optionee that:
(a) the Optionor is the legal and beneficial owner of a one hundred percent (100%) interest in the mineral claim recorded in its name as described in Schedule "A" and has the exclusive right to enter into this Agreement and dispose of an interest in the mineral claim in accordance with the terms hereof;
(b) the mineral claim comprising the Property has been properly located, staked and recorded in compliance with the laws of the jurisdiction in which it is situated, is accurately described in Schedule "A" and is a valid and subsisting mineral claims as at the date of this Agreement;
(c) the Property is in good standing under all applicable laws and regulations, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(d) the Property is free and clear of any Encumbrances and the Optionor nor, to the best of the Optionor's knowledge, any of its predecessors in interest or title, have done anything whereby the Property may be encumbered;
(e) the Optionor has the right to enter into this Agreement and to deal with the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(f) the Optionor has duly obtained all necessary governmental and other authorizations for the execution and performance of this Agreement, and the consummation of the transactions herein contemplated will not conflict with 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, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it or the Property may be subject;
(g) there are no obligations or commitments for reclamation, closure or other environmental corrective, clean-up or remediation action directly or indirectly relating to the Property;
(h) no environmental audit, assessment, study or test has been conducted on the Property by or on behalf of the Optionor nor is the Optionor aware after reasonable inquiry of any of the same having been conducted by or on behalf of any governmental authority or by any other person;
(i) there are no outstanding agreements or options to purchase or otherwise acquire the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from the or the profits earned from any of the mineral claims comprising the Property; and
(j) no proceedings are pending for, and the Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionor or the placing of the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
2.2 The Optionee represents and warrants to the Optionor that:
(a) the Optionee has been duly incorporated and is a valid and subsisting body corporate under the laws of Australia and is duly qualified to carry on business in its jurisdiction of incorporation and to hold an interest in the Property;
(b) the Optionee has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with 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 under the provisions of the Articles or the constating documents of the Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound or to which it or the Property may be subject; and
(c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionee or the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
2.3. The representations and warranties in this Agreement shall survive the Closing Date and shall apply to all assignments, conveyances, transfers and documents delivered in connection with this Agreement and there shall not be any merger of any representations and warranties in such assignments, conveyances, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. The Optionor shall have the right to waive any representation and warranty made by the Optionee in the Optionor's favour without prejudice to any of its rights with respect to any other breach by the Optionee and the Optionee shall have the same right with respect to any of the Optionor's representations in the Optionee's favour.
3. GRANT AND EXERCISE OF OPTION
3.1 The Optionor hereby grants to the Optionee the sole and exclusive right and option (the "Option") to acquire an undivided one hundred percent (100%) interest in and to the Property free and clear of all charges, encumbrances and claims.
3.2 The Optionee will be deemed to have exercised the Option upon completion of the following payments to the Optionor and completing Exploration Expenditures on the Property:
(i) Paying $50,000 within 2 days of the signing of the Agreement;
(ii) Paying an additional $150,000 within 30 days of the signing of the Agreement;
(i) Paying an additional $250,000 on or before the first anniversary of the signing of the Agreement;
(ii) Paying an additional $350,000 on or before the second anniversary of the signing of the Agreement;
(iii) Paying an additional $400,000 on or before the third anniversary of the signing of the Agreement;
(iv) Paying an additional $600,000 on or before the fourth anniversary of the signing of the Agreement;
(v) Incurring $500,000 in Exploration Expenditures, on or before the first anniversary of the signing of the Agreement;
(vi) Incurring $500,000 in Exploration Expenditures, on or before the second anniversary of the signing of the Agreement;
(vii) Incurring $1,000,000 in Exploration Expenditures, on or before the third anniversary of the signing of the Agreement;
(viii) The Optionee shall have the right to accelerate payments and/or exploration expenditures prescribed under this Agreement; and
(ix) The Optionor shall be granted the sole and undivided right to designate the operator for all exploration activities prescribed under this agreement.
3.3 Following exercise of the Option, the Optionee will grant a 1% Net Smelter Royalty to the Optionor upon Commencement of Commercial Production. The Optionee will have the right to purchase from the Optionor the Net Smelter Royalty at any time, at a cost of $1,500,000.
3.4 Upon the fulfilment of the obligations and payments described in Section 3.2, the Optionee will have earned a 100% interest in and to the Property, subject to the aforementioned Net Smelter Royalty, and the Optionee will transfer title to the Ptoperty to the Optionee.
3.5 The Optionee shall have the right to assign this Agreement with the permission of the Optionor, such permission shall not be unreasonably withheld.
4. ENVIRONMENTAL INDEMNIFICATION
4.1 The Optionor agrees to indemnify and save the Optionee harmless from and against any Environmental Liability or any other damages, costs and other losses suffered or incurred by the Optionee arising directly or indirectly from any operations or activities conducted in or on the Property by the Optionor or others prior to the date of this Agreement.
4.2 The Optionee agrees to indemnify and save the Optionor harmless from and against any Environmental Liability or any other damages, costs and other losses suffered or incurred by the Optionor arising directly or indirectly from any operations or activities conducted in or on the Property by the Optionee or others after the date of this Agreement.
5. RIGHTS AND OBLIGATIONS
5.1 The Optionee shall have the right to manage and operate its work programs in connection with exercising the Option and all such work programs shall be in the sole discretion of the Optionee.
5.2 For so long as the Option is outstanding, the Optionee, its Affiliates, employees, representatives, agents and independent contractors shall have the right:
(a) to access all information in the possession or control of the Optionor relating to the prior operations of the Property, including all geological, geophysical and geochemical data and drill results;
(b) to enter upon the Property and carry out such exploration and development work thereon and thereunder as the Optionee considers advisable, including removing material from the Property for the purpose of testing; and
(c) to bring upon and erect upon the Property such structures, machinery and equipment, facilities and supplies as the Optionee considers advisable.
5.3 The Optionor shall have access to the Property, concurrently with the Optionee, at all reasonable times, at the Optionor's own risk and expense, for the purpose of inspecting the work being done by the Optionee, provided such inspection does not unduly interfere with any work being carried out by or on behalf of the Optionee.
5.4 For as long as the Option is outstanding, the Optionee shall:
(a) maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee's activities thereon except those at the time contested in good faith by the Optionee;
(b) record all exploration work carried out on the Property by the Optionee as assessment work;
(c) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
(d) in the event of termination of the Agreement, the reclamation bond, if any, then in place will be maintained by the Optionee until a mines inspector has confirmed that all reclamation requirements have been satisfied;
(e) permit the Optionor, at its own expense, reasonable access to the records of expenditures and the results of the work done on the Property during the last completed calendar year;
(f) deliver to the Optionor, annually on or before each anniversary date of this Agreement, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Optionee with respect to the Property; and
(g) use commercially reasonable efforts to communicate with and inform the applicable government, First Nations and any other interested parties, as required by applicable law, in connection with its exploration activities on the Property.
6. TERMINATION OF OPTION AND AGREEMENT
6.1 In addition to its rights of termination under section 3, the Option shall terminate:
(a) at any time, by the Optionee giving fourteen days notice of such termination to the Optionor; and
(b) if the Optionee has failed to make the payments and incur the Exploration Expenditures set out in section 3.2 of this Agreement, upon the Optionor giving fourteen days notice of such default to the Optionee.
(c) In all cases of termination, the Optionor shall be entitled to retain all considerations paid by the Optionee to the Optionor and no partial interest in the Property shall be deemed earned by the Optionee.
6.2 If the Optionee or the Optionor give such notice of termination as set out in section 6.1 of this Agreement, following the applicable notice this Agreement shall terminate and no further obligations or liabilities will be owing to the Optionor.
6.3 If the Option is terminated:
(a) the Optionee shall deliver or make available at no cost to the Optionor within 90 days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of the Optionee with respect to the Property and not theretofore furnished to the Optionor;
(b) The Optionee shall without delay transfer the title of the individual claims comprising the Property to the Optionor;
(c) the Optionee shall return the Property to the Optionor with at least 18 months good standing date on the individual claims from the date of the termination of the Option; and
(d) the Optionee shall perform all reclamation work as is deemed by the District Inspector of Mines to be necessary in connection with operations conducted on the Property by, or under the direction of, the Optionee; and
the Optionee shall have the right, within a period of 180 days following the end of the Option, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of the Optionee, and any such property not removed within such 180 day period shall thereafter become the property of the Optionor. Any such Property remaining on the Property after the 180 day period may, at the Optionor discretion, be removed by the Optionor and the costs incurred in such removal may be charged to the Optionee.
7. NOTICE
8.1 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, courier, facsimile or email to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered by hand, courier or email or, if by facsimile, shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other party of a change of address and the new address to which notice shall be given to it thereafter; provided that any such notification shall be delivered in accordance with this section.
8. ARBITRATION
9.1 All questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof.
9.2 It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than ten (10) days prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such ten (10) days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in section 9.3.
9.3 The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within fifteen (15) days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Arbitration Act (British Columbia). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award.
9.4 The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
10. MISCELLANEOUS
10.1 This Agreement constitutes the entire agreement between the parties and replaces and supersedes all agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties with respect to the subject matter herein.
10.2 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.
10.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
10.4 This Agreement shall be governed by and construed in accordance with the laws of British Columbia and shall be subject to the approval of all securities regulatory authorities having jurisdiction.
10.5 If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, such provision may be severed from this Agreement, and the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired by reasons thereof.
10.6 Time shall be of the essence in this Agreement.
10.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.
10.8 This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and constructed as if all the signed parties hereto had executed one copy of this agreement.
IN WHITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.
Doctors Investment Group Ltd.
By: 
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Authorized Signatory
GLOBAL URANIUM ACQUISITION CORP PTY LTD
By: 
__________________________________________________
Authorized Signatory
SCHEDULE "A"
Description of Black Lake Mineral Claims
| Disposition # |
Total Area (ha) |
Issuance Date |
Review Date |
Work Req |
Avail Expenditures |
| MC00018719 |
696.283 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018332 |
1488.066 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018344 |
1218.168 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018337 |
793.295 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018718 |
499.078 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018329 |
295.686 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00014430 |
2312.112 |
10/19/2020 |
10-19-2024 |
$34,681.68 |
$44,300.64 |
| MC00018342 |
1626.815 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018325 |
449.971 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018320 |
886.316 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00016387 |
1385.582 |
11/10/2022 |
11-10-2024 |
$20,783.73 |
$0.00 |
| MC00018328 |
698.368 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018333 |
561.333 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018339 |
331.354 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018717 |
615.142 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018327 |
857.978 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018338 |
990.095 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018341 |
2443.12 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018319 |
97.253 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018326 |
662.707 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| TOTAL |
18908.722 |
|
|
|
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SCHEDULE "B"
Net Smelter Royalty
1. For the purposes of this Agreement, "Net Smelter Royalty" means the gross proceeds received from the sale of ores or concentrates (the "Products") extracted from the Property less the following costs, charges and expenses paid or incurred by the Optionee with respect to such Products:
(a) all charges for treatment of the Products in the smelting and refining process (including handling, processing, and provisional settlement fees, sampling, assaying and representation costs, penalties and other processor deductions, and interest) provided that if such treatment is carried out in facilities owned or controlled, in whole or in part, by the Optionee, then the foregoing charges will be equal to the amount the Optionee would have incurred if such treatment were carried out at facilities not owned or controlled by the Optionee or one of its Affiliates, then offering comparable services for comparable Products on terms then prevailing in the area;
(b) the actual costs of transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation) of Products from the Property to the place of refining, beneficiation or treatment and then to the place or sale; and
(c) use, gross receipts, severance, export, and ad valorem taxes and any other tax or government royalty or levy payable by the Optionee and based directly upon and actually assessed against the value or quality of Products sold or otherwise disposed or deemed disposed of, but excluding any and all taxes:
(A) based upon the net or gross income of the Optionee (i.e. income taxes); or
(B) based upon the value of the Property, the privilege of doing business and other similar based taxes.
2. Payments of a percentage of the Net Smelter Royalty shall be made within 30 days after the end of each calendar quarter in which the Net Smelter Royalty, as determined on the basis of final adjusted invoices, are received by the Optionee. All such payments shall be made in Canadian dollars.
3. The Optionor shall have the right to have the accounts and records relating to the calculation of the Net Smelter Royalty of the Property audited by a chartered accountant acceptable to the Optionor upon 30 days written notice to the Optionee. If such audit determines that there is a deficiency or an excess in payments made to the Optionor, such deficiency or excess shall be resolved by adjusting the next Net Smelter Royalty payment due hereunder. The Optionor shall pay all costs of such audit unless a deficiency of more than ten percent (10%) of the amount due is determined to exist. The Optionee shall pay all costs of such audit if a deficiency of more than ten percent (10%) of the amount due is determined to exist.
4. The Optionee shall be entitled to (a) make all operational decisions with respect to the methods and extend of mining and processing of ore, concentrate, metal and products produced from the Property (including the decision to process by heap leaching rather than conventional milling); (b) make all decisions relating to sales of such ore, concentrate, metal and products produced; and (c) make all decisions concerning temporary or long- term cessation of operations.
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is dated for reference May 8, 2024.
AMONG:
CRITICAL MINERALS CONSULTING PTY LTD
NYSHA INVESTMENTS PTY LTD
FBG CONSULTING CORP
SUMMIT STRATEGIES LLC
YARRAWINDI HOLDINGS PTY LTD
c/o GLOBAL URANIUM ACQUISITION CORP PTY LTD.
(collectively the "Sellers")
AND:
GLOBAL URANIUM ACQUISITION CORP PTY LTD., a corporation under the laws of Australia, having an office at 3 Normandy Close, Hoppers Crossing, Victoria 3029
("Global")
AND:
SNOW LAKE RESOURCES LTD., a corporation under the laws of Manitoba, having an office at 360 Main St., 30th Floor, Winnipeg, Manitoba, Canada, R3C 0V1
(the "Buyer")
WHEREAS:
A. The Sellers are the sole registered and beneficial owners of 100% of the issued and outstanding ordinary shares (the "Global Shares") of Global.
B. The Sellers wish to sell, and the Buyer wishes to purchase, 100% of the Global Shares, upon and subject to the terms and conditions herein.
C. Doctors Investment Group Ltd. ("Doctors") is currently the sole registered, legal and beneficial owner of 100% of right, title and interest in and to the mineral claims (the "Mineral Claims"), all as more particularly described in Schedule A hereto (the "Black Lake Uranium Project").
D. Doctors and Global entered into a mineral property option agreement (the "Option Agreement") dated March 24, 2024, pursuant to which Doctors granted Global the sole and exclusive option to earn up to a 100% undivided interest in and to the Mineral Claims, and a copy of the Option Agreement is attached as Schedule B hereto.
E. The Buyer will acquire the right to obtain a 100% indirect, undivided interest in the Black Lake Uranium Project through the purchase of the Global Shares.
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions. In this Agreement:
a) "Agreement" means this agreement including the Recitals and Schedules;
b) "Applicable Laws" means any applicable law, regulation, principle, rule or ordinance in any applicable jurisdiction or any direction, instruction, pronouncement, requirement or decision of an applicable Government Authority (including any relevant antitrust, anti-bribery and anti-money laundering laws), in each case, to the extent having the force of law;
c) "Black Lake Uranium Project" has the meaning given to it in the Recitals;
d) "Business Day" means a day other than a Saturday, Sunday or statutory holiday in the Province of Ontario;
e) "Buyer's Conditions" means the conditions set out in Section 5.1;
f) "Buyer's Warranties" means the representations and warranties set out in Section 3.2, given by the Buyer to the Sellers on the date of this Agreement and on Completion, and Buyer's Warranty means any of them;
g) "Cash Consideration" means has the meaning given to that term in Section 2.1(a);
h) "Contingent Consideration" has the meaning given to that term in Section 2.1(c);
i) "Completion" means completion of the sale and purchase of the Global Shares;
j) "Completion Date" means the date on which Completion actually occurs, which will be May 15, 2024, or such other date as may be agreed in writing between the Parties;
k) "Doctors" has the meaning given to it in the Recitals;
l) "EDGAR" means the Electronic Data Gathering, Analysis, and Retrieval system overseen by the SEC;
m) "Environment" means all components of the earth, including air, organic and inorganic matter and living organisms;
n) "Environmental Laws" means all Applicable Laws relating to public health and safety, management, treatment, storage, disposal or exposure to contaminants, pollution or the protection of the Environment, including civil responsibility for acts or omissions with respect to the Environment;
o) "Global Shares" has the meaning given to it in the Recitals;
p) "Global Warranties" " means the representations and warranties set out in Section 3.2, given by the Global to the Buyer on the date of this Agreement and on Completion, and Global Warranty means any of them;
q) "Government Authority" means any federal or provincial governmental bodies, authorities, courts of judicial authority, and public and industry regulatory authorities, or any person or body exercising executive, legislative, judicial, regulatory, taxing or administrative functions on behalf of any of them and includes all relevant central banks, securities commissions, stock exchange authorities, foreign exchange authorities, foreign investment authorities, competition and anti-trust authorities, financial and banking regulatory authorities, and similar entities or authorities;
r) "Letter of Intent" means the letter of intent dated April 23, 2024, among the Sellers, Global and the Buyer;
s) "Mineral Claims" has the meaning given to it in the Recitals;
t) "Option Agreement" has the meaning given to it in the Recitals;
u) "Party" means the Sellers, Global or the Buyer, or any of them;
v) "Purchase Price" has the meaning given to that term in Section 2.1;
w) "Royalty" means the 1% net smelter royalty to be granted by Global to Doctors upon the commencement of commercial production of the Black Lake Uranium Project;
x) "SEC" means the Securities and Exchange Commission of the United States;
y) "Sellers's Conditions" means the conditions set out in Section 5.2;
z) "Sellers's Warranties" means the representations and warranties set out in Section 3.1, given by the Sellers to the Buyer on the date of this Agreement and on Completion, and Sellers's Warranty means any of them;
aa) "Share Consideration" means has the meaning given to that term in Section 2.1(b);
bb) "SK-1300" means Subpart 1300 of Regulation S-K to the Securities Act of 1933; and
cc) "SK-1300 Report" has the meaning given to that term in Section 2.1 (c).
1.2 Interpretation. In this Agreement:
a) Currency. Unless otherwise specified, all references to money amounts are to lawful currency of Canada;
b) Governing Law. This Agreement is a contract made under and will be governed by and construed in accordance with the laws of Ontario, Canada;
c) Headings. Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement;
d) Including. Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation";
e) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders;
f) Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances; and
g) Time. Time is of the essence in the performance of the Parties' respective obligations.
ARTICLE 2
PURCHASE AND SALE
2.1 Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, on the Completion Date, the Sellers will sell, assign and transfer to the Buyer, and the Buyer will purchase from the Sellers, all right, title and interest, legal and beneficial, in and to the Global Shares in consideration of:
a) Cash Consideration: Payment by the Buyer to Global of the aggregate amount of CAD$50,000 (the "Cash Consideration") by wire transfer, which amount represents the amount paid by the Sellers to Doctors in accordance with Section 3.2 (i) of the Option Agreement, which amount was paid by the Buyer to Global upon execution of the Letter of Intent;
b) Share Consideration: Allotting and issuing to the Sellers, an aggregate of 1,000,000 fully paid and non-assessable common shares of the Buyer (the "Share Consideration"), as follows:
i) 290,000 common shares to Critical Minerals Consulting Pty Ltd;
ii) 270,000 common shares to Nysha Investments Pty Ltd.;
iii) 50,000 common shares to FBG Consulting Corp.;
iv) 290,000 common shares to Summit Strategies LLC; and
v) 100,000 common shares to Yarrawindi Holdings Pty Ltd.; and
c) Contingent Consideration: Allotting and issuing an aggregate of 1,000,000 fully paid and non-assessable common shares of the Buyer (the "Contingent Consideration"), if and only if an SK-1300 compliant technical report (the "SK-1300 Report") is completed by the Buyer that determines that there is a uranium mineral resource estimate on the Black Lake Uranium Project of a minimum of 10 million pounds of U3O8 with a minimum average grade of 500 ppm U3O8 per tonne, as follows;
i) 425,000 common shares to Nysha Investments Trust;
ii) 425,000 common shares to Critical Minerals Consulting Pty Ltd; and
iii) 150,000 common shares to Doctors Investment Group Ltd;
(the Cash Consideration, Share Consideration and Contingent Consideration are referred to collectively as the "Purchase Price").
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Sellers and Global. The Sellers and Global jointly and severally represent and warrant to the Buyer that, as of the date of this Agreement:
a) Ownership of Global Shares. Each of the Sellers is the legal and beneficial owner of the Global Shares owned by each of them, free and clear of any liens, charges or encumbrances.
b) Right to Sell. Each of the Sellers has the full right to sell, assign and transfer the Global Shares, of which it is the registered and beneficial owner, to the Buyer;
c) Authorization -Sellers. Each of the Sellers has the legal capacity, power and authority to execute and deliver and to perform its respective obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of each of the Sellers;
d) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of the Sellers' respective constating documents, by-laws, or any of their licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
e) Incorporation. Global is duly incorporated and validly existing under the laws of Australia;
f) Authorization - Global. Global has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Global;
g) Enforceability. This Agreement constitutes legal, valid and binding obligations of each of the Sellers and Global, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
h) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of Global's constating documents, by-laws, or any of their licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
i) Capitalization. As at the date of this Agreement: (i) the authorized capital of Global consists of A$100 comprised of 100 ordinary shares without par value; and (ii) the issued and outstanding capital of Global consists solely of 100 ordinary shares, each of which has been issued as fully paid and non-assessable;
j) No Options. As of the date of this Agreement, there are no options, warrants, or other rights, agreements, arrangements or commitments obligating Global to issue, sell or deliver any shares or securities of Global, or obligations of any kind convertible into or exchangeable for any shares or other securities of Global;
k) Option Agreement. The Option Agreement is full force and effect, unamended, and Global has the sole and exclusive right to earn up to a 100% undivided interest in and to the Mineral Claims;
l) Mineral Claims. To the best of the knowledge of the Sellers and Global:
i) Doctors is the sole recorded and beneficial owner of the Mineral Claims and, save for any rights granted to Global under the Option Agreement, is in exclusive possession thereof;
ii) the Mineral Claims, as described in the Option Agreement, are correct as to claim number and all of the Mineral Claims have been validly and properly staked, tagged and recorded in accordance with applicable law;
iii) except for the Royalty, the Mineral Claims are free and clear of all liens, charges, encumbrances, royalties, commitments, or other third-party interest of any kind whatsoever;
iv) all taxes, rates and assessments owing on the Mineral Claims have been paid and discharged in full;
v) Doctors is not a party to any judicial or administrative proceeding which could have an adverse effect on its ownership of the Mineral Claims or Global's rights under the Option Agreement; and
vi) there are no pending or threatened actions, suits, claims or proceeding affecting the Mineral Claims;
m) No Environmental Violations. To the best of Global's knowledge, there have been no past material violations by Doctors or any of its predecessors in title of any Environmental Laws affecting or pertaining to the Mineral Claims, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Mineral Claims, and Doctors has not received any inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws; and
n) No Broker. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.
3.2 Representations and Warranties of the Buyer. The Buyer represents and warrants to the Sellers and Global that, as of the date of this Agreement:
a) Incorporation. The Buyer is duly incorporated and validly existing under the laws of Manitoba;
b) Authorization. The Buyer has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Buyer;
c) Enforceability. This Agreement constitutes legal, valid and binding obligations of the Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
d) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of the Buyer's constating documents and by-laws or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
e) Capitalization. As at the date of this Agreement: (i) the authorized capital of the Buyer consists of an unlimited number of common shares without par value; and (ii) the issued and outstanding capital of the Buyer consists solely of 21,266,065 common shares, each of which has been issued as fully paid and non-assessable.
ARTICLE 4
COVENANTS OF THE SELLERS AND GLOBAL
4.1 Covenants of the Sellers. The Sellers and Global jointly and severally covenant with the Buyer that:
a) Conduct of Business. Pending Completion, the Sellers will cause Global to carry on its business in the ordinary course in the way carried on immediately prior to the date of this Agreement;
b) Restrictions. Pending Completion, Global will not do, or agree to do, any of the following:
i) amend or alter it constating documents;
ii) modify the rights attached to any share capital;
iii) create any share capital;
iv) allot or issue, or agree to allot or issue, any shares or any securities or grant, or agree to grant, rights which confer on the holder any right to acquire any shares or securities of global; or
v) effect any reorganization of its share capital;
c) resolve to be voluntarily dissolved, liquidated or would up; or
d) fail to comply with the provisions of the Option Agreement within the time periods prescribed in the Option Agreement.
[Balance of page is blank]
ARTICLE 5
CONDITIONS OF COMPLETION
5.1 Conditions of Completion for the Benefit of the Buyer. The obligation of the Buyer to complete the purchase of the Global Shares under this Agreement is subject to the satisfaction of, or compliance with, on or before the Completion Date, each of the following conditions precedent, each of which is acknowledged to be inserted for the exclusive benefit of the Buyer and may be waived by it in whole or in part.
a) Truth of Representations and Warranties - Sellers. The Sellers's Warranties will be complete and accurate in all material respects at the Completion Date with the same force and effect as if those representations and warranties were made at and as of that time;
b) Truth of Representations and Warranties - Global. The Global Warranties will be complete and accurate in all material respects at the Completion Date with the same force and effect as if those representations and warranties were made at and as of that time;
c) Performance of Covenants by the Sellers. The Sellers will have duly performed all covenants and agreement herein agreed to be preformed or caused to be performed by them;
d) Performance of Covenants by Global. Global will have duly performed all covenants and agreement herein agreed to be preformed or caused to be performed by it;
e) No Material Adverse Change. At the Completion Date, there will have been no material adverse change in the business and affairs of Global;
f) No Actions or Proceedings. At the Completion Date, there will be no action or proceeding or threatened by any person, company, governmental authority, regulatory body or agency to enjoin or prohibit the purchase and sale of the Global Shares and the right of Global to exercise its rights under the Option Agreement;
g) Option Agreement. At the Completion Date, the Option Agreement will be in full force and effect, unamended, and all obligations of Global to have been fulfilled on or before the Completion Date, will have been fulfilled;
h) Mineral Claims. At the Completion Date, the Mineral Claims will all be in good standing and all necessary assessment reports will have been filed with the Mineral Administration Registry Saskatchewan; and
i) Receipt of Sellers's Closing Documentation. The Buyer will have received the closing deliverables of the Sellers and Global set forth in Section 6.1.
5.2 Conditions of Completion for the Benefit of the Sellers. The obligation of the Sellers to complete the sale of the Global Shares under this Agreement is subject to the satisfaction of, or compliance with, at or before the Completion Date, each of the following conditions precedent, each of which is acknowledged to be inserted for the exclusive benefit of the Sellers and may be waived by them in whole or in part.
a) Truth of Representations and Warranties. The Buyer's Warranties will be complete and accurate in all material respects at the Completion Date with the same force and effect as if those representations and warranties were made at and as of that time;
b) Performance of Covenants by the Buyer. The Buyer will have duly performed all covenants and agreement herein agreed to be preformed or caused to be performed by it; and
c) Receipt of Buyer's Closing Documentation. The Sellers will have received the closing deliverables of the Buyer set forth in Section 6.2.
ARTICLE 6
COMPLETION PROCEDURES
6.1 Completion Procedures - Sellers and Global. On the Completion Date and upon fulfillment or waiver of all the Sellers's Conditions:
a) each of the Sellers will table:
i) the original share certificates representing the Global Shares and undated but otherwise duly completed and signed share transfer forms in respect of the Global Shares duly signed by the Sellers, but with the transferee particulars left blank for completion by the Buyer;
ii) a certificate of an officer of each of the Sellers attaching and certifying as true and correct:
a) the resolutions of the board of directors of the respective Seller approving this Agreement and the sale of its Global Shares to the Buyer; and
b) the respective Sellers's Warranties are true and correct as of the Completion Date;
iii) receipt for the share certificate representing their respective Share Consideration;
b) Global will table:
i) receipt for payment of the Cash Consideration to Global; and
ii) a certificate of an officer of Global attaching and certifying as true and correct:
1. copies of the constating documents of Global;
2. the resolutions of the board of directors of Global approving this Agreement, the transfer of the Global Shares to the Buyer, and the registration of a share certificate representing the Global Shares in the name of the Buyer, or as directed by the Buyer;
3. the Global Warranties are true and correct as of the Completion Date; and
4. there has been no material adverse change in the business and affairs of Global from the date of this Agreement to the Completion Date;
5. a duly executed resignation from each director and officer of Global; and
6. a certificate of good standing for Global as of a date not more than three (3) Business Days prior to the Completion Date.
6.2 Completion Procedures - Buyer: On the Completion Date, and upon fulfillment of all of the Buyer's Conditions, the Buyer will table:
a) copy of the confirmation of the wire transfer representing the Cash Consideration; and
b) share certificates representing the Share Consideration payable to each Seller, registered in the name of each of the Sellers in accordance with the allocation set forth in Section 2.1 (b).
6.3 Completion of Closing. If every obligation under Sections 6.1 and 6.2 is complied with on the Completion Date, then the purchase and sale of the Global Shares contemplated by this Agreement will be completed by:
a) delivery to the Buyer of all documents tabled under Section 6.1; and
b) delivery to the Sellers of all documents tabled under section 6.2.
6.4 Completion - Payment of Contingent Consideration. If the Contingent Consideration becomes payable, then the Contingent Consideration will be paid by the Buyer to the Sellers set forth in Section 2.1(c), no later than five Business Days after the Buyer files the SK-1300 Report on EDGAR.
ARTICLE 7
GENERAL
7.1 Non-Waiver. No waiver of any condition or other provisions, in whole or in part, will constitute a waiver of any other condition or provision (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.
7.2 Expenses. Except as otherwise provided in this Agreement, each of the Parties will pay their respective legal, accounting and other professional advisory fees, costs and expenses incurred in connection with the purchase and sale of the Global Shares and the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses incurred.
7.3 Notices. Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a "Notice") will be in writing and will be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:
a) in the case of a Notice to the Sellers:
c/o Global Uranium Acquisition Corp (Pty) Ltd
b) in the case of a Notice to Global:
Global Uranium Acquisition Corp (Pty) Ltd
3 Normandy Close, Hoppers Crossing
Victoria, Australia 3029
Attention: Bhavdip Sanghavi
Email: bhavdip143@gmail.com
c) in the case of a Notice to the Buyer at:
Snow Lake Resources Ltd.
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention: Frank Wheatley
Email: fw@snowlakelithium.com
Any Notice delivered or transmitted to a Party as provided above will be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or, if such day is not a Business Day, then the Notice will be deemed to have been given and received on the next Business Day.
Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section 7.3.
7.4 Assignment. No Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party.
7.5 Enurement. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors.
7.6 Amendment. No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound thereby.
7.7 Further Assurances. The Parties will, and will cause their respective Affiliates to, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the purchase and sale of the Global Shares, and each Party will provide such further documents, instruments and conveyances required by any other Party as may be reasonably necessary or desirable to carry out the provisions of this Agreement and give effect to the purchase and sale of the Global Shares, whether before or after the Completion.
[Balance of page is blank]
7.8 Execution and Delivery. This Agreement may be executed and delivered by the Parties in counterparts and all such counterparts will together constitute one and the same agreement.
The Parties have executed this Agreement as of the date first written above.
|
|
CRITICAL MINERALS CONSULTING PTY LTD
|
| |
|
|
By:
|
|
|
|
Name: Bhavdip Sanhavi
|
|
|
|
|
|
|
NYSHA INVESTMENTS PTY LTD
|
| |
|
|
By:
|
|
|
|
Name: Bhavdip Sanhavi
|
|
|
|
|
|
|
FBG CONSULTING CORP
|
| |
|
|
By:
|
|
|
|
Name: Feliberto Gurat
|
|
|
|
|
|
|
SUMMIT STRATEGIES LLC
|
| |
|
|
By:
|
|
|
|
Name: Yoseph Stam
|
|
|
|
|
|
|
YARRAWINDI HOLDINGS PTY LTD
|
| |
|
|
By:
|
|
|
|
Name: Andrew Denniss
|
|
|
|
|
|
|
GLOBAL URANIUM ACQUISITION CORP PTY LTD
|
|
|
|
|
By:
|
|
|
|
Name: Bhavdip Sanghavi
|
|
|
Title: Director
|
|
|
|
|
|
|
SNOW LAKE RESOURCES LTD.
|
|
|
|
|
By:
|
|
|
|
Name: Frank D. Wheatley
|
|
|
Title: Chief Executive Officer
|
Schedule A - Description of Black Lake Mineral Claims
|
Disposition #
|
Total Area (ha)
|
Issuance Date
|
Review Date
|
Work Req
|
Avail Expenditures
|
| |
|
|
|
|
|
|
MC00018719
|
696.283
|
2/12/2024
|
2-12-2025
|
$0.00
|
$0.00
|
|
MC00018332
|
1488.066
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018344
|
1218.168
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018337
|
793.295
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018718
|
499.078
|
2/12/2024
|
2-12-2025
|
$0.00
|
$0.00
|
|
MC00018329
|
295.686
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00014430
|
2312.112
|
10/19/2020
|
10-19-2024
|
$34,681.68
|
$44,300.64
|
|
MC00018342
|
1626.815
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018325
|
449.971
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018320
|
886.316
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00016387
|
1385.582
|
11/10/2022
|
11-10-2024
|
$20,783.73
|
$0.00
|
|
MC00018328
|
698.368
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018333
|
561.333
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018339
|
331.354
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018717
|
615.142
|
2/12/2024
|
2-12-2025
|
$0.00
|
$0.00
|
|
MC00018327
|
857.978
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018338
|
990.095
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018341
|
2443.12
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018319
|
97.253
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
MC00018326
|
662.707
|
1/15/2024
|
1-15-2025
|
$0.00
|
$0.00
|
|
TOTAL
|
18908.722
|
|
|
|
|
Schedule B - Mineral Property Option Agreement
BLACK LAKE
MINERAL PROPERTY OPTION AGREEMENT
THIS AGREEMENT dated as of the 24th day of March 2024
BETWEEN:
DOCTORS INVESTMENT GROUP LTD. a British Columbia Corporation, having an address 261 Scott Road, Quesnel, British Columbia, V2J 6Z2
(the "Optionor")
OF THE FIRST PART
AND:
GLOBAL URANIUM ACQUISITION CORP PTY LTD an Australian Proprietary Company having an address 3 Normandy Close, Hoppers Crossing, Vic 3029
(the "Optionee" or the "Issuer")
OF THE SECOND PART
WHEREAS:
A. The Optionor is the sole recorded and beneficial owner of the mineral claim described in Schedule
"A" hereto (the "Property"); and
B. The Optionor wishes to sell an undivided 100% interest in and to the Property to the Optionee and the Optionee wishes to acquire such interest pursuant to the terms and conditions set out in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
1. INTERPRETATION
1.1 For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:
(a) "Affiliate" shall have the meaning attributed to it in the Business Corporations Act (British Columbia).
(b) "Agreement" means this agreement and all schedules hereto, as may be amended from time to time.
(c) "Commencement of Commercial Production" means achieving an average of not less than sixty percent (60%) of the mines planned production of ore over a period of 90 days.
(d) "Encumbrance" means any privilege, mortgage, hypothec, lien, charge, pledge, security interest or adverse claim.
(e) "Environmental Laws" means laws relating to reclamation or restoration of the Property; abatement of pollution; protection of the environment; monitoring environmental conditions; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials or substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances into the environment; and all other laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.
(f) "Environmental Liability" means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments costs, disbursements, or expenses (including, without limitation, legal fees and costs, experts' fees and costs and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against the Optionor or any other party in respect of the Property, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Property and/or emanating or migrating and/or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the environment caused by or relating to operations; or (iii) the violation or alleged violation of thy Environmental Laws arising from or relating to operations.
(g) "Exploration Expenditures" means all expenditures and costs incurred by the Optionee relating directly or indirectly to the Property, including all expenditures and costs incurred: (a) in doing geophysical, geochemical, land, airborne, environmental and geological examinations, assessments, assays, audits and surveys; (b) in line cutting, mapping, trenching and staking; (c) in searching for, digging, trucking, sampling, working, developing, mining and extracting ores, minerals and metals; (d) in conducting diamond and other drilling; (e) in obtaining, providing, installing and erecting mining, milling and other treatment, plant, ancillary facilities, buildings, machinery, tools, appliances and equipment; (f) in construction of access roads and other facilities on or for the benefit of the Property or any part thereof; (g) in transporting personnel, supplies, mining, milling and other treatment plant, ancillary facilities, buildings, machinery, tools, appliances and equipment in, to or from the Property or any part thereof; (h) in paying reasonable wages and salaries (including "fringe benefits", but excluding home office costs) of personnel directly engaged in performing work on the Property; (i) in paying assessments and contributions under applicable employment legislation relating to workers' compensation and unemployment insurance and other applicable legislation related to such personnel; (j) in supplying food, lodging and other reasonable needs for such personnel; (k) in obtaining and maintaining insurance; (l) in obtaining legal, accounting, consulting and other contract and professional services or facilities related to work performed or to be performed hereunder; (m) in paying any taxes, fees, charges, payments and rentals (including payments made in lieu of assessment work) or otherwise incurred to transfer the Property or any part thereof in good standing; (n) in paying goods and services tax and social service tax and other taxes charged on expenditures made or incurred by the Optionee relating directly or indirectly to the Property; (o) in acquiring access and surface rights to the Property; (p) in carrying out any negotiations and preparing, settling and executing any agreements and other documents relating to environmental or indigenous peoples' claims, requirements or matters; (q) in obtaining all necessary or appropriate approvals, permits, consents and permissions relating to carrying out of work, including environmental permits, approvals and consents; (r) in carrying out reclamation and remediation; (s) in improving, protecting and perfecting title to the Property or any part thereof; (t) in carrying out mineral, soil, water, air and other testing; and (u) in preparing engineering, geological, financing, marketing and environmental studies and reports and test work related thereto.
(h) "Net Smelter Royalty" has the meaning set forth in Schedule "B".
(i) "Property" means the mineral claims described in Schedule "A", including any replacement or successor mineral claims and other mining interests derived from any such lease.
1.2 All references to monies hereunder will be in Canadian funds. All payments to be made to any party hereunder may be made by cheque mailed or delivered to such party to its address for notice purposes as provided herein.
2. REPRESENTATIONS AND WARRANTIES
2.1 The Optionor represents and warrants to the Optionee that:
(a) the Optionor is the legal and beneficial owner of a one hundred percent (100%) interest in the mineral claim recorded in its name as described in Schedule "A" and has the exclusive right to enter into this Agreement and dispose of an interest in the mineral claim in accordance with the terms hereof;
(b) the mineral claim comprising the Property has been properly located, staked and recorded in compliance with the laws of the jurisdiction in which it is situated, is accurately described in Schedule "A" and is a valid and subsisting mineral claims as at the date of this Agreement;
(c) the Property is in good standing under all applicable laws and regulations, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(d) the Property is free and clear of any Encumbrances and the Optionor nor, to the best of the Optionor's knowledge, any of its predecessors in interest or title, have done anything whereby the Property may be encumbered;
(e) the Optionor has the right to enter into this Agreement and to deal with the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(f) the Optionor has duly obtained all necessary governmental and other authorizations for the execution and performance of this Agreement, and the consummation of the transactions herein contemplated will not conflict with 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, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it or the Property may be subject;
(g) there are no obligations or commitments for reclamation, closure or other environmental corrective, clean-up or remediation action directly or indirectly relating to the Property;
(h) no environmental audit, assessment, study or test has been conducted on the Property by or on behalf of the Optionor nor is the Optionor aware after reasonable inquiry of any of the same having been conducted by or on behalf of any governmental authority or by any other person;
(i) there are no outstanding agreements or options to purchase or otherwise acquire the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from the or the profits earned from any of the mineral claims comprising the Property; and
(j) no proceedings are pending for, and the Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionor or the placing of the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
2.2 The Optionee represents and warrants to the Optionor that:
(a) the Optionee has been duly incorporated and is a valid and subsisting body corporate under the laws of Australia and is duly qualified to carry on business in its jurisdiction of incorporation and to hold an interest in the Property;
(b) the Optionee has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with 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 under the provisions of the Articles or the constating documents of the Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound or to which it or the Property may be subject; and
(c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionee or the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
2.3. The representations and warranties in this Agreement shall survive the Closing Date and shall apply to all assignments, conveyances, transfers and documents delivered in connection with this Agreement and there shall not be any merger of any representations and warranties in such assignments, conveyances, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. The Optionor shall have the right to waive any representation and warranty made by the Optionee in the Optionor's favour without prejudice to any of its rights with respect to any other breach by the Optionee and the Optionee shall have the same right with respect to any of the Optionor's representations in the Optionee's favour.
3. GRANT AND EXERCISE OF OPTION
3.1 The Optionor hereby grants to the Optionee the sole and exclusive right and option (the "Option") to acquire an undivided one hundred percent (100%) interest in and to the Property free and clear of all charges, encumbrances and claims.
3.2 The Optionee will be deemed to have exercised the Option upon completion of the following payments to the Optionor and completing Exploration Expenditures on the Property:
(i) Paying $50,000 within 2 days of the signing of the Agreement;
(ii) Paying an additional $150,000 within 30 days of the signing of the Agreement;
(i) Paying an additional $250,000 on or before the first anniversary of the signing of the Agreement;
(ii) Paying an additional $350,000 on or before the second anniversary of the signing of the Agreement;
(iii) Paying an additional $400,000 on or before the third anniversary of the signing of the Agreement;
(iv) Paying an additional $600,000 on or before the fourth anniversary of the signing of the Agreement;
(v) Incurring $500,000 in Exploration Expenditures, on or before the first anniversary of the signing of the Agreement;
(vi) Incurring $500,000 in Exploration Expenditures, on or before the second anniversary of the signing of the Agreement;
(vii) Incurring $1,000,000 in Exploration Expenditures, on or before the third anniversary of the signing of the Agreement;
(viii) The Optionee shall have the right to accelerate payments and/or exploration expenditures prescribed under this Agreement; and
(ix) The Optionor shall be granted the sole and undivided right to designate the operator for all exploration activities prescribed under this agreement.
3.3 Following exercise of the Option, the Optionee will grant a 1% Net Smelter Royalty to the Optionor upon Commencement of Commercial Production. The Optionee will have the right to purchase from the Optionor the Net Smelter Royalty at any time, at a cost of $1,500,000.
3.4 Upon the fulfilment of the obligations and payments described in Section 3.2, the Optionee will have earned a 100% interest in and to the Property, subject to the aforementioned Net Smelter Royalty, and the Optionee will transfer title to the Ptoperty to the Optionee.
3.5 The Optionee shall have the right to assign this Agreement with the permission of the Optionor, such permission shall not be unreasonably withheld.
4. ENVIRONMENTAL INDEMNIFICATION
4.1 The Optionor agrees to indemnify and save the Optionee harmless from and against any Environmental Liability or any other damages, costs and other losses suffered or incurred by the Optionee arising directly or indirectly from any operations or activities conducted in or on the Property by the Optionor or others prior to the date of this Agreement.
4.2 The Optionee agrees to indemnify and save the Optionor harmless from and against any Environmental Liability or any other damages, costs and other losses suffered or incurred by the Optionor arising directly or indirectly from any operations or activities conducted in or on the Property by the Optionee or others after the date of this Agreement.
5. RIGHTS AND OBLIGATIONS
5.1 The Optionee shall have the right to manage and operate its work programs in connection with exercising the Option and all such work programs shall be in the sole discretion of the Optionee.
5.2 For so long as the Option is outstanding, the Optionee, its Affiliates, employees, representatives, agents and independent contractors shall have the right:
(a) to access all information in the possession or control of the Optionor relating to the prior operations of the Property, including all geological, geophysical and geochemical data and drill results;
(b) to enter upon the Property and carry out such exploration and development work thereon and thereunder as the Optionee considers advisable, including removing material from the Property for the purpose of testing; and
(c) to bring upon and erect upon the Property such structures, machinery and equipment, facilities and supplies as the Optionee considers advisable.
5.3 The Optionor shall have access to the Property, concurrently with the Optionee, at all reasonable times, at the Optionor's own risk and expense, for the purpose of inspecting the work being done by the Optionee, provided such inspection does not unduly interfere with any work being carried out by or on behalf of the Optionee.
5.4 For as long as the Option is outstanding, the Optionee shall:
(a) maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee's activities thereon except those at the time contested in good faith by the Optionee;
(b) record all exploration work carried out on the Property by the Optionee as assessment work;
(c) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
(d) in the event of termination of the Agreement, the reclamation bond, if any, then in place will be maintained by the Optionee until a mines inspector has confirmed that all reclamation requirements have been satisfied;
(e) permit the Optionor, at its own expense, reasonable access to the records of expenditures and the results of the work done on the Property during the last completed calendar year;
(f) deliver to the Optionor, annually on or before each anniversary date of this Agreement, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Optionee with respect to the Property; and
(g) use commercially reasonable efforts to communicate with and inform the applicable government, First Nations and any other interested parties, as required by applicable law, in connection with its exploration activities on the Property.
6. TERMINATION OF OPTION AND AGREEMENT
6.1 In addition to its rights of termination under section 3, the Option shall terminate:
(a) at any time, by the Optionee giving fourteen days notice of such termination to the Optionor; and
(b) if the Optionee has failed to make the payments and incur the Exploration Expenditures set out in section 3.2 of this Agreement, upon the Optionor giving fourteen days notice of such default to the Optionee.
(c) In all cases of termination, the Optionor shall be entitled to retain all considerations paid by the Optionee to the Optionor and no partial interest in the Property shall be deemed earned by the Optionee.
6.2 If the Optionee or the Optionor give such notice of termination as set out in section 6.1 of this Agreement, following the applicable notice this Agreement shall terminate and no further obligations or liabilities will be owing to the Optionor.
6.3 If the Option is terminated:
(a) the Optionee shall deliver or make available at no cost to the Optionor within 90 days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of the Optionee with respect to the Property and not theretofore furnished to the Optionor;
(b) The Optionee shall without delay transfer the title of the individual claims comprising the Property to the Optionor;
(c) the Optionee shall return the Property to the Optionor with at least 18 months good standing date on the individual claims from the date of the termination of the Option; and
(d) the Optionee shall perform all reclamation work as is deemed by the District Inspector of Mines to be necessary in connection with operations conducted on the Property by, or under the direction of, the Optionee; and
the Optionee shall have the right, within a period of 180 days following the end of the Option, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of the Optionee, and any such property not removed within such 180 day period shall thereafter become the property of the Optionor. Any such Property remaining on the Property after the 180 day period may, at the Optionor discretion, be removed by the Optionor and the costs incurred in such removal may be charged to the Optionee.
7. NOTICE
8.1 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, courier, facsimile or email to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered by hand, courier or email or, if by facsimile, shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other party of a change of address and the new address to which notice shall be given to it thereafter; provided that any such notification shall be delivered in accordance with this section.
8. ARBITRATION
9.1 All questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof.
9.2 It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than ten (10) days prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such ten (10) days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in section 9.3.
9.3 The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within fifteen (15) days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Arbitration Act (British Columbia). Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award.
9.4 The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
10. MISCELLANEOUS
10.1 This Agreement constitutes the entire agreement between the parties and replaces and supersedes all agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties with respect to the subject matter herein.
10.2 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.
10.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
10.4 This Agreement shall be governed by and construed in accordance with the laws of British Columbia and shall be subject to the approval of all securities regulatory authorities having jurisdiction.
10.5 If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, such provision may be severed from this Agreement, and the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired by reasons thereof.
10.6 Time shall be of the essence in this Agreement.
10.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.
10.8 This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and constructed as if all the signed parties hereto had executed one copy of this agreement.
IN WHITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.
| Doctors Investment Group Ltd. |
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Authorized Signatory |
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| GLOBAL URANIUM ACQUISITION CORP PTY LTD |
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Authorized Signatory |
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SCHEDULE "A"
Description of Black Lake Mineral Claims
| Disposition # |
Total Area (ha) |
Issuance Date |
Review Date |
Work Req |
Avail Expenditures |
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| MC00018719 |
696.283 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018332 |
1488.066 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018344 |
1218.168 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018337 |
793.295 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018718 |
499.078 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018329 |
295.686 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00014430 |
2312.112 |
10/19/2020 |
10-19-2024 |
$34,681.68 |
$44,300.64 |
| MC00018342 |
1626.815 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018325 |
449.971 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018320 |
886.316 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00016387 |
1385.582 |
11/10/2022 |
11-10-2024 |
$20,783.73 |
$0.00 |
| MC00018328 |
698.368 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018333 |
561.333 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018339 |
331.354 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018717 |
615.142 |
2/12/2024 |
2-12-2025 |
$0.00 |
$0.00 |
| MC00018327 |
857.978 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018338 |
990.095 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018341 |
2443.12 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018319 |
97.253 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| MC00018326 |
662.707 |
1/15/2024 |
1-15-2025 |
$0.00 |
$0.00 |
| TOTAL |
18908.722 |
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SCHEDULE "B"
Net Smelter Royalty
1. For the purposes of this Agreement, "Net Smelter Royalty" means the gross proceeds received from the sale of ores or concentrates (the "Products") extracted from the Property less the following costs, charges and expenses paid or incurred by the Optionee with respect to such Products:
(a) all charges for treatment of the Products in the smelting and refining process (including handling, processing, and provisional settlement fees, sampling, assaying and representation costs, penalties and other processor deductions, and interest) provided that if such treatment is carried out in facilities owned or controlled, in whole or in part, by the Optionee, then the foregoing charges will be equal to the amount the Optionee would have incurred if such treatment were carried out at facilities not owned or controlled by the Optionee or one of its Affiliates, then offering comparable services for comparable Products on terms then prevailing in the area;
(b) the actual costs of transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation) of Products from the Property to the place of refining, beneficiation or treatment and then to the place or sale; and
(c) use, gross receipts, severance, export, and ad valorem taxes and any other tax or government royalty or levy payable by the Optionee and based directly upon and actually assessed against the value or quality of Products sold or otherwise disposed or deemed disposed of, but excluding any and all taxes:
(A) based upon the net or gross income of the Optionee (i.e. income taxes); or
(B) based upon the value of the Property, the privilege of doing business and other similar based taxes.
2. Payments of a percentage of the Net Smelter Royalty shall be made within 30 days after the end of each calendar quarter in which the Net Smelter Royalty, as determined on the basis of final adjusted invoices, are received by the Optionee. All such payments shall be made in Canadian dollars.
3. The Optionor shall have the right to have the accounts and records relating to the calculation of the Net Smelter Royalty of the Property audited by a chartered accountant acceptable to the Optionor upon 30 days written notice to the Optionee. If such audit determines that there is a deficiency or an excess in payments made to the Optionor, such deficiency or excess shall be resolved by adjusting the next Net Smelter Royalty payment due hereunder. The Optionor shall pay all costs of such audit unless a deficiency of more than ten percent (10%) of the amount due is determined to exist. The Optionee shall pay all costs of such audit if a deficiency of more than ten percent (10%) of the amount due is determined to exist.
4. The Optionee shall be entitled to (a) make all operational decisions with respect to the methods and extend of mining and processing of ore, concentrate, metal and products produced from the Property (including the decision to process by heap leaching rather than conventional milling); (b) make all decisions relating to sales of such ore, concentrate, metal and products produced; and (c) make all decisions concerning temporary or long- term cessation of operations.
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement is dated for reference July 31, 2024.
AMONG:
NAMIBIA MINERALS AND INVESTMENT HOLDINGS (PROPRIETARY) LIMITED, a corporation under the laws of Namibia and having an office at ERF 4236 No. 1 Pasteurof, Pasteur Street, Windhoek West, Windhoek, Namibia
(the "Company")
AND:
OG ACQUISITION 2 CORP., a corporation under the laws of British Columbia, having an office at Suite 600 - 777 Hornby Street, Vancouver, British Columbia, Canada, V6Z 1S4
("OG")
AND:
ENGO VALLEY PTY LTD (ACN 674 874 778)., a corporation under the laws of Australia, having an office at address 1/50 Ercildoune Street, Caulfield North, 3161, Victoria Australia
("Engo")
AND:
NACHAL G PTY LTD (ACN 660 435 736)., a corporation under the laws of Australia, having an office at address 1/50 Ercildoune Street, Caulfield North, 3161, Victoria Australia
(the "Seller")
AND:
YEHOSHUA GESTETNER, an individual, having an address 1/50 Ercildoune Street, Caulfield North, 3161, Victoria Australia, AARON MECKLER, an individual having an address 7963 Villa Nova Drive, Boca Raton, FL, 33433, JOSES MALAKIA AMAKUTUWA, an individual, having an address ERF 4236, No.1 Pasteurhof, Pasteur Street, Windhoek West, Namibia, DENIS HAYES an individual having an address 2775 Westside Rd #11, Kelowna BC, V1Z 3Y6, AND ANDREW PHILLIPS, an individual having an address 2775 Westside Rd #11, Kelowna BC, V1Z 3Y6
(collectively the "Beneficial Sellers")
AND:
SNOW LAKE RESOURCES LTD., a corporation under the laws of Manitoba, having an office at 360 Main St., 30th Floor, Winnipeg, Manitoba, Canada, R3C 0V1
("Snow Lake")
AND:
SNOW LAKE (US) LTD., a corporation under the laws of Delaware, having an office at 360 Main St., 30th Floor, Winnipeg, Manitoba, Canada, R3C 0V1
(the "Buyer")
WHEREAS:
A. The Company is currently the sole legal and beneficial owner of 100% of the right, title and interest in and to the Exclusive Prospecting License 5887 (the "License"), all as more particularly described in Schedule "A" hereto (the "Engo Valley Uranium Project").
B. OG was the sole legal and beneficial owner of 100% of the issued and outstanding common shares (the "Shares") of the Company.
C. OG transferred 15% of the Shares to Joses Malakia Amakutuwa and Joses Malakia Amakutuwa is currently the sole legal and beneficial owner of 15% of the Shares.
D. OG transferred 85% of the Shares to Engo, upon Engo exercising the sole and exclusive option (the "Option") to purchase 85% of the Shares, under an option agreement dated February 12, 2024 between OG and Engo (the "Option Agreement"), and Engo is currently the sole legal and beneficial owner of 85% of the Shares.
E. The Seller is the sole legal owner of 100% of the issued fully paid ordinary shares (the "Engo Shares") of Engo.
F. The Seller holds the Engo Shares beneficially on behalf of the Beneficial Sellers.
G. The Beneficial Sellers are the sole beneficial owners of 100% of the Engo Shares.
H. The Seller and the Beneficial Sellers wish to sell, and the Buyer wishes to purchase, 100% of the Engo Shares, in two stages, upon and subject to the terms and conditions of this Agreement.
I. The Buyer will acquire an ultimate 85% indirect, undivided interest in the Engo Valley Uranium Project through the purchase of the Engo Shares.
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions. In this Agreement:
a) "Agreement" means this agreement including the Recitals and Schedules;
b) "Amending Agreement" means the amending agreement number one dated March 15, 2024 between Snow Lake, OG, Engo and the Seller, amending the Letter of Intent;
c) "Applicable Laws" means any applicable law, regulation, principle, rule or ordinance in any applicable jurisdiction or any direction, instruction, pronouncement, requirement or decision of an applicable Government Authority (including any relevant antitrust, anti-bribery and anti-money laundering laws), in each case, to the extent having the force of law;
d) "Business Day" means a day other than a Saturday, Sunday or statutory holiday in the Province of Ontario;
e) "Buyer's Conditions" means the conditions set out in Section 7.1;
f) "Buyer's Warranties" means the representations and warranties set out in Section 5.2, given by the Buyer and Snow Lake to the Seller on the date of this Agreement and on both the First Stage Completion and Second Stage Completion, and Buyer's Warranty means any of them;
g) "EDGAR" means the Electronic Data Gathering, Analysis, and Retrieval system overseen by the SEC;
h) "Engo Shares" has the meaning given to it in the Recitals;
i) "Engo Valley Uranium Project" has the meaning given to it in the Recitals;
j) "Environment" means all components of the earth, including air, organic and inorganic matter and living organisms;
k) "Environmental Laws" means all Applicable Laws relating to public health and safety, management, treatment, storage, disposal or exposure to contaminants, pollution or the protection of the Environment, including civil responsibility for acts or omissions with respect to the Environment;
l) "Escrow Agreement" means an escrow agreement in the form attached as Schedule B;
m) "Escrow Argent" means the escrow agent appointed under the Escrow Agreement;
n) "Escrow Deposit" has the meaning given to that term in Section 8.7 (b);
o) "First Installment" has the meaning given to that term in Section 2.1 (b)(i);
p) "First Stage Cash Consideration" has the meaning given to that term in Section 2.1 (a);
q) "First Stage Completion" means completion of the sale and purchase of the First Stage Engo Shares;
r) "First Stage Completion Date" means the date on which First Stage Completion actually occurs, which will be August 15, 2024, or such other date as may be agreed in writing between the Parties;
s) "First Stage Engo Shares" means 80% of the Engo Shares, being 80 fully paid ordinary shares of Engo;
t) "First Stage Expenditures" has the meaning given to that term in Section 2.1 (c);
u) "First Stage Interest" means a 68% indirect, undivided interest in the Engo Valley Uranium Project;
v) "First Stage Purchase Price" has the meaning given to that term in Section 2.1;
w) "First Stage Share Consideration" has the meaning given to that term in Section 2.1 (b);
x) "Government Authority" means any federal or provincial governmental bodies, authorities, courts of judicial authority, and public and industry regulatory authorities, or any person or body exercising executive, legislative, judicial, regulatory, taxing or administrative functions on behalf of any of them and includes all relevant central banks, securities commissions, stock exchange authorities, foreign exchange authorities, foreign investment authorities, competition and anti-trust authorities, financial and banking regulatory authorities, and similar entities or authorities;
y) "Letter of Intent" means the letter of intent dated February 20, 2024, between Snow Lake and OG, as amended by the Amending Agreement;
z) "License" has the meaning given to it in the Recitals;
aa) "Milestone Consideration" has the meaning given to that term in Section 4.1;
bb) "Milestone Payment No. 1" has the meaning given to that term in Section 4.1 (a);
cc) "Milestone Payment No. 2" has the meaning given to that term in Section 4.1 (b);
dd) "Option" has the meaning given to it in the Recitals;
ee) "Option Agreement" has the meaning given to it in the Recitals";
ff) "Party" means the Company, OG, Engo, the Seller, the Beneficial Sellers, Snow Lake or the Buyer, or any one or more of them, as the context requires;
gg) "SEC" means the Securities and Exchange Commission of the United States;
hh) "Second Installment" has the meaning given to that term in Section 2.1 (b) (ii);
ii) "Second Stage Completion" means completion of the sale and purchase of the Second Stage Engo Shares;
jj) "Second Stage Completion Date" means the date on which Second Stage Completion actually occurs, which will be the date upon which the Second Stage Expenditures are incurred, or such other date as may be agreed in writing between the Parties;
kk) "Second Stage Engo Shares" means 20% of the Engo Shares, being 20 fully paid ordinary shares of Engo;
ll) "Second Stage Expenditures" has the meaning given to that term in Section 3.1;
mm) "Second Stage Interest" means an additional 17% indirect, undivided interest in the Engo Valley Uranium Project, which when added to the First Stage Interest, will represent an aggregate 85% indirect, undivided interest in the Engo Valley Uranium Project;
nn) "Second Stage Purchase Price" has the meaning given to that term in Section 3.1;
oo) "Seller's Conditions" means the conditions set out in Section 7.2;
pp) "Seller's Warranties" means the representations and warranties set out in Section 5.1, given by the Seller, the Beneficial Sellers, OG, Engo and the Company to the Buyer and Snow Lake on the date of this Agreement and on both the First Stage Completion and Second Stage Completion, and Seller's Warranty means any of them;
qq) "Shares" has the meaning given to it in the Recitals;
rr) "SK-1300" means Subpart 1300 of Regulation S-K to the Securities Act of 1933; and
ss) "SK-1300 Report" has the meaning given to that term in Section 4.1 (a).
1.2 Interpretation. In this Agreement:
a) Currency. Unless otherwise specified, all references to money amounts are to lawful currency of the United States;
b) Governing Law. This Agreement is a contract made under and will be governed by and construed in accordance with the laws of Ontario, Canada;
c) Headings. Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement;
d) Including. Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation";
e) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders;
f) Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances; and
g) Time. Time is of the essence in the performance of the Parties' respective obligations.
ARTICLE 2
PURCHASE AND SALE - FIRST STAGE INTEREST
2.1 Purchase and Sale of First Stage Interest. Subject to the terms and conditions of this Agreement, on the First Stage Completion Date, the Seller and the Beneficial Sellers will sell, assign and transfer to the Buyer, and the Buyer will purchase from the Seller and the Beneficial Sellers, all right, title and interest, legal and beneficial, in and to the First Stage Engo Shares in consideration of:
a) First Stage Cash Consideration: Snow Lake paying to OG the aggregate amount of USD$250,000 (the "First Stage Cash Consideration") by wire transfer, which amount represents the amount paid by Snow Lake to OG in accordance with Section 3(a) of the Letter of Intent, and which amount was paid by Snow Lake to OG upon execution of the Letter of Intent;
b) First Stage Share Consideration: Snow Lake allotting and issuing an aggregate of 2,024,496 fully paid and non-assessable common shares of Snow Lake (the "First Stage Share Consideration"), to the Seller and the Beneficial Sellers, in two installments, as follows:
i) First Installment:
a. 379,593 common shares to Aaron Meckler;
b. 303,674 common shares to Joses Malakia Amakutuwa;
c. 151,837 common shares to Yehoshua Gestetner;
d. 126,531 common shares to Denis Hayes; and
e. 50,612 common shares to Andrew Phillips; and
(collectively, the "First Installment")
ii) Second Installment:
a. 379,593 common shares to Aaron Meckler;
b. 303,675 common shares to Joses Malakia Amakutuwa;
c. 151,837 common shares to Yehoshua Gestetner;
d. 126,531 common shares to Denis Hayes; and
e. 50,613 common shares to Andrew Phillips; and
(collectively, the "Second Installment")
c) First Stage Expenditure Commitment: Snow Lake and/or the Buyer incurring exploration expenditures of a minimum of USD$200,000 (the "First Stage Expenditures") on the Engo Valley Lithium Project on or before July 31, 2024, (the First Stage Cash Consideration, First Stage Share Consideration and First Stage Expenditures are collectively referred to as the "First Stage Purchase Price").
2.2 Carry Over of Expenditures. Any exploration expenditures incurred by Snow Lake and/or the Buyer in excess of the First Stage Expenditures will be credited or carried forward against, and otherwise contribute to, the Second Stage Expenditures.
2.3 Timing of Issuance of First Stage Share Consideration. The First Stage Share Consideration will be issued as follows:
a) the First Installment will be issued on the First Stage Completion Date; and
b) the Second Installment will be issued in accordance with Section 8.7.
2.4 Pre-emptive or other rights. The Seller and the Beneficial Sellers waive all rights of pre-emption or other rights over any of the First Stage Engo Shares conferred either by the constating documents of Engo or by any other agreement whatsoever relating to the Engo Shares.
ARTICLE 3
PURCHASE AND SALE - SECOND STAGE INTEREST
3.1 Purchase and Sale of Second Stage Interest. Subject to the terms and conditions of this Agreement, on the Second Stage Completion Date, the Seller and the Beneficial Sellers will sell, assign and transfer to the Buyer, and the Buyer will purchase from the Seller and the Beneficial Sellers, all right, title and interest, legal and beneficial, in and to the Second Stage Engo Shares in consideration of Snow Lake and/or the Buyer incurring exploration expenditures of a minimum of USD$800,000 (the "Second Stage Expenditures") on the Engo Valley Lithium Project on or before the date that is 12 months from the date the First Stage Completion occurs.
(the Second Stage Expenditures are referred to as the "Second Stage Purchase Price").
3.2 Pre-emptive or other rights. The Seller and the Beneficial Sellers waive all rights of pre-emption or other rights over any of the Second Stage Engo Shares conferred either by the constating documents of Engo or by any other agreement whatsoever relating to the Engo Shares.
3.3 Period between First Stage Completion and Second Stage Completion. On and from the First Stage Completion until the Second Stage Completion occurs, for the purposes of satisfying the Second Stage Expenditures:
a) the Buyer has the sole right to determine the nature and content of all activities and operations on the License and all work programs and budgets in respect of the License, at its absolute discretion;
b) the Buyer will have full discretion about the methods and timing to carry out work programs on the Licence and when to incur exploration expenditure;
c) the Buyer will be responsible for the administration of the Company and the License; and
d) the Buyer is granted unfettered access to the Licence and rights of entry to commence exploration on the Licence as the Buyer determines.
ARTICLE 4
MILESTONE CONSIDERATION
4.1 Milestone Consideration. Once the Buyer has acquired both the First Stage Interest and the Second Stage Interest, and subject to satisfaction of the conditions set forth in Sections 4.1 (a) and (b) below, Snow Lake will make the following milestone payments (the "Milestone Consideration") to the Seller, by allotting and issuing fully paid and non-assessable common shares of Snow Lake to the Seller, or as directed by the Seller, as follows:
a) Milestone Payment No. 1. An aggregate of 1,030,927 common shares of Snow Lake ("Milestone Payment No. 1"), if and only if an SK-1300 Report delivered to Snow Lake on or before July 31, 2027, determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds of uranium oxide with a minimum average grade of 250 ppm U3O8 per tonne; and
b) Milestone Payment No. 2. An aggregate of 1,030,927 common shares of Snow Lake ("Milestone Payment No. 2"), if and only if an SK-1300 Report delivered to Snow Lake on or before July 31, 2029, determines there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds of uranium oxide with a minimum average grade of 250 ppm U3O8 per tonne.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Seller et al. The Seller, the Beneficial Sellers, OG, Engo and the Company jointly and severally represent and warrant to the Buyer and Snow Lake that, as of the date of this Agreement and as of each of the First Stage Completion Date and the Second Stage Completion Date:
The Seller and the Beneficial Sellers
a) Incorporation. The Seller is duly incorporated and validly existing under the laws of Australia;
b) Authorization. The Seller and each of the Beneficial Sellers have the legal capacity, power and authority to execute and deliver and to perform their respective obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Seller, without breach, or causing the breach, of any Applicable Laws or regulations;
c) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of the Seller's constating documents, by-laws, or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
d) Legal Ownership of the Engo Shares. The Seller is the sole legal owner of the Engo Shares, free and clear of any liens, charges or encumbrances;
e) Beneficial Ownership of the Engo Shares. The Beneficial Sellers are the sole beneficial owners of the Engo Shares, free and clear of any liens, charges or encumbrances;
f) Right to Sell the Engo Shares. The Seller and each of the Beneficial Sellers has the full right, power and capacity to sell, assign and transfer their respective ownership in the Engo Shares to the Buyer, without the consent of any person and free of any pre-emptive rights or rights of first refusal;
g) Enforceability. This Agreement constitutes legal, valid and binding obligations of the Seller and each of the Beneficial Sellers, enforceable against it in accordance with its terms;
h) No legal impediment: The execution, delivery and performance by the Seller and the Beneficial Sellers of this Agreement complies with:
i. each law, regulation, authorisation, ruling, judgement, order or decree of any government authority or regulatory body; and
ii. any security interest or document,
which is respectively binding on the Seller and the Beneficial Sellers;
i) No insolvency event: No event of insolvency has occurred in relation to the Seller or any of the Beneficial Sellers nor is there any act which has occurred, or any omission made, which may result in an event of insolvency occurring in relation to the Seller or any of the Beneficial Sellers;
j) No act of bankruptcy: None of the Seller or the Beneficial Sellers has committed an act of bankruptcy or attempted to make any composition or arrangement with its creditors or taken advantage of any legislation for the time being in force for insolvent debtors;
k) Litigation: There is no dispute, litigation or proceeding current, pending or threatened against the Seller or any of the Beneficial Sellers which may defeat, impair, detrimentally affect or reduce the right, title and interest of Engo in the Shares or which may defeat, impair, detrimentally affect or reduce the right, title and interest of the Seller or any of the Beneficial Sellers in the Engo Shares;
l) Consistency: The execution, delivery and performance of this Agreement by the Seller and the Beneficial Sellers does not conflict with or result in a breach of any obligation (including, without limitation, any statutory, contractual or fiduciary obligation) or constitute or result in any default under any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which the Seller or any of the Beneficial Sellers is a party to or is subject to or by which it is bound;
m) Tax investigations: None of the Seller and the Beneficial Sellers are the subject of any investigation or audit by any tax office of any country or state nor is any such investigation or audit pending or threatened, which may defeat, impair, detrimentally affect or reduce the right, title and interest of Engo in the Shares or which may defeat, impair, detrimentally affect or reduce the right, title and interest of the Seller or any of the Beneficial Sellers in the Engo Shares; and
n) No Trust: The Seller and each of the Beneficial Sellers enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person, other than that the Seller holds the Engo Shares beneficially for the Beneficial Sellers;
OG
o) Incorporation. OG is duly incorporated and validly existing under the laws of British Columbia;
p) Authorization. OG has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of OG;
q) Enforceability. This Agreement constitutes legal, valid and binding obligations of OG, enforceable against it in accordance with its terms;
r) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of OG's constating documents, by-laws, or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
s) Option Agreement. The Option has been exercised by Engo, all conditions under the Option Agreement have been satisfied, and OG has transferred 85% of the Shares to Engo, and Engo is currently the sole legal and beneficial owner of 85% of the Shares;
t) Sale to Nambian Local. In accordance with clause 7(a) of the Letter of Intent, OG has transferred 15% of the Shares to Joses Malakia Amakutuwa, and Joses Malakia Amakutuwa is currently the sole legal and beneficial owner of 15% of the Shares; and
u) No interest in the Company or the License. OG has no legal or beneficial interest in the Company and/or in the License and has no claim or right of action of any kind in respect of the Company and/or the License;
Engo
v) Incorporation. Engo is duly incorporated and validly existing under the laws of Australia;
w) Authorization. Engo has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Engo, without breach, or causing the breach, of any Applicable Laws or regulations;
x) Title. The Seller and the Beneficial Sellers are the legal and beneficial owners of 100% of the Engo Shares on issue in Engo, which are free of all encumbrances and any other third party interests or rights and comprise the total issued share capital of Engo;
y) Fully Paid: 100% of the Engo Shares are owned by the Seller and the Beneficial Sellers, are fully paid and no money is owing in respect of them;
z) Capitalization. As at the date of this Agreement, the issued capital of Engo consists solely of 100 fully paid ordinary shares in the capital of Engo, each of which is fully paid, and held in the name of the Seller in favour of, and beneficially for, the Beneficial Sellers;
aa) Enforceability. This Agreement constitutes legal, valid and binding obligations of Engo, enforceable against it in accordance with its terms;
bb) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of Engo's constating documents, by-laws, or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
cc) Issued capital. No equity securities, debt securities or hybrid securities (including, options or other convertible securities) are on issue in Engo other than the Engo Shares;
dd) No right or option to subscribe: No person has any right or option to subscribe for or otherwise to acquire any further shares or other equity securities, debt securities or hybrid securities in Engo;
ee) No Options. There are no options, warrants, or other rights, agreements, arrangements or commitments obligating Engo to issue, sell or deliver any shares or securities of Engo, or obligations of any kind convertible into or exchangeable for any shares or other securities of Engo;
ff) No other allotments: Engo is not under any obligation to allot any shares or other equity securities, debt securities or hybrid securities to any person or persons, or otherwise to alter the structure of any part of its unissued capital, and Engo is not under any obligation to give any option over any part of its unissued capital nor has Engo offered to do any of the matters stated in this sub-paragraph;
gg) Option Agreement. The Option has been exercised by Engo, all conditions under the Option Agreement have been satisfied, OG has transferred 85% of the Shares to Engo, and Engo is currently the sole legal and beneficial owner of 85% of the Shares;
hh) No legal impediment: The execution, delivery and performance by Engo of this Agreement complies with:
i. each law, regulation, authorisation, ruling, judgement, order or decree of any government authority or regulatory body; and
ii. any security interest or document,
which is binding on Engo;
ii) No event of insolvency: No event of insolvency has occurred in relation to Engo nor is there any act which has occurred, or any omission made, which may result in an event of insolvency occurring in relation to Engo;
jj) No act of bankruptcy: Engo has not committed an act of bankruptcy or attempted to make any composition or arrangement with its creditors or taken advantage of any legislation for the time being in force for insolvent debtors;
kk) No litigation: None of Engo or any of the directors of Engo are involved in any litigation, arbitration or administrative proceeding relating to actions, claims, disputes or otherwise in respect of Engo nor is any such litigation, arbitration or administrative proceeding pending or threatened and there is no dispute current, pending or threatened against Engo whatsoever;
ll) No claims remain unpaid: There are no claims made but unpaid under any existing or previous insurance policies held by Engo, there are no threatened or pending claims of such nature, and there are no events or circumstances which may give rise to any such claim;
mm) No failure to claim: Engo has not failed to give any notice or to present any claim with respect to its assets, undertaking or business under any existing insurance policy;
nn) Investigations: Engo is not the subject of any investigation by any government authority or regulatory body of any country nor is any such investigation pending or threatened;
oo) Compliance with laws and agreements: Engo is not in breach of any provision of any Applicable Laws or regulations or any contract or agreement to which it is a party to;
pp) Tax investigations: Engo is not subject of any investigation or audit by any tax office of any country or state nor is any such investigation or audit pending or threatened;
qq) Consistency: The execution, delivery and performance of this Agreement by Engo does not conflict with or result in a breach of any obligation (including, without limitation, any statutory, contractual or fiduciary obligation) or constitute or result in any default under any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which Engo is a party to or is subject to or by which it is bound;
rr) Subsidiaries: Engo does not have any subsidiaries, other than a shareholding in the Company;
ss) Contracts: Engo is not party to any contract, instrument or other commitment;
tt) Liabilities: Engo does not have any liabilities of any nature whatsoever;
uu) Records properly kept: All books of accounts and other records of any kind of Engo:
i. have been fully, properly and accurately maintained on a consistent basis and completed in accordance with prudent business and accounting practices and all Applicable Laws and regulations;
ii. have not had any material records or information removed from them;
iii. do not contain or reflect any material inaccuracies or discrepancies;
iv. give and reflect a true and fair view of the trading transactions and the financial and contractual position of Engo and of its assets and liabilities; and
v. are in the possession of Engo;
vv) Documents, filings and lodgements: Each document, filing or lodgement which is required by law to be delivered or made to any government authority or regulatory body (including, any tax office) by Engo has been duly delivered or made;
ww) Assets and property: Engo does not own any assets or property of any nature whatsoever, other than the Shares;
xx) No sums owing: No sums will be owing after the date of this Agreement by Engo to the Seller or any of the Beneficial Sellers or to any entity or person associated with or related to the Seller or any of the Beneficial Sellers;
yy) Capital Expenditure: There are no outstanding commitments of Engo for capital expenditure;
zz) No operations: Engo does not undertake, and has never undertaken, any activities or operations, and does not have any trading history;
aaa) No claims of directors, officers or employees: No claims or obligations exist in relation to any existing, proposed or previous directors, other officers or employees;
bbb) No power of attorney: There are no powers of attorney given by Engo in favour of any person which may come into force in relation to the business, assets or undertaking of Engo;
ccc) No Trust: Engo enters into and performs this Agreement on its own account and not as trustee for or nominee of any other person;
ddd) Material information: Any information known, or which should be known, by Engo, the Seller and/or the Beneficial Sellers concerning Engo, the Company and/or the License which might reasonably be regarded as material to a purchaser for value of the Engo Shares has been disclosed to the Buyer or its advisers in writing prior to the date of this Agreement and is true and accurate in all material respects; and
eee) Financings: There are no:
i. financing arrangements entered into by or on behalf of Engo for the borrowing of money;
ii. debentures, bonds, notes or similar debt instruments issued by Engo;
iii. guarantees given by Engo, or to which Engo is otherwise subject;
iv. encumbrances over the assets or undertaking of Engo or its business or securities; or
v. financing arrangements that restrict the disposal of Engo or its assets or undertaking;
The Company
fff) Incorporation. The Company is duly incorporated and validly existing under the laws of Namibia;
ggg) Authorization. The Company has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company;
hhh) Enforceability. This Agreement constitutes legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
iii) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of any of the Company's constating documents, by-laws, or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
jjj) Capitalization. As at the date of this Agreement: (i) the authorized capital of the Company consists of N$4,000 comprised of 4,000 ordinary shares of one (1) Namibian Dollar each; and (ii) the issued and outstanding capital of the Company consists solely of 100 ordinary shares, each of which has been issued as fully paid and non-assessable;
kkk) Ownership of Shares. Engo is the legal and beneficial owner of 85% of the Shares, free and clear of any liens, charges or encumbrances, and Joses Malakia Amakutuwa is the legal and benenfical owner of 15% of the Shares, free and clear of any liens, charges or encumbrances; and
lll) No Options. As of the date of this Agreement, there are no options, warrants, or other rights, agreements, arrangements or commitments obligating the Company to issue, sell or deliver any shares or securities of the Company, or obligations of any kind convertible into or exchangeable for any shares or other securities of the Company;
The License
mmm) Sole Owner. The Company is the sole recorded and beneficial owner of the License and is in exclusive possession thereof;
nnn) No Encumbrances. The License is free and clear of all liens, charges, encumbrances, royalties, commitments, or other third-party interests of any kind whatsoever;
ooo) Agreements or dealings: There are no agreements or dealings in respect of the License;
ppp) Taxes. All taxes, rates and assessments owing on the License have been paid and discharged in full;
qqq) Good Standing. The License is in good standing and is valid until February 12, 2026;
rrr) No Proceedings. The Company is not a party to any judicial or administrative proceeding which could have an adverse effect on its ownership of the License;
sss) No Actions. There are no pending or threatened actions, suits, claims or proceeding affecting the License; and
ttt) No Environmental Violations. To the best of Company's knowledge, there have been no past material violations by the Company or any of its predecessors in title of any Environmental Laws affecting or pertaining to the License, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the License, and the Company has not received any inquiry from or notice of a pending investigation from any Government Authority or regulatory body or agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws; and
No Broker
uuu) No Broker. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement.
5.2 Representations and Warranties of the Buyer and Snow Lake. The Buyer and Snow Lake jointly and severally represent and warrant to the Seller that, as of the date of this Agreement and as of each of the First Stage Completion Date and the Second Stage Completion Date:
The Buyer
a) Incorporation. The Buyer is duly incorporated and validly existing under the laws of Delaware;
b) Authorization. The Buyer has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Buyer;
c) Enforceability. This Agreement constitutes legal, valid and binding obligations of the Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and
d) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of the Buyer's constating documents and by-laws or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
Snow Lake
e) Incorporation. Snow Lake is duly incorporated and validly existing under the laws of Manitoba;
f) Authorization. Snow Lake has the legal capacity, power and authority to execute and deliver and to perform its obligations under this Agreement and the execution of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Snow Lake;
g) Enforceability. This Agreement constitutes legal, valid and binding obligations of Snow Lake, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
h) No Breach. None of the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, does or will result in a breach or contravention of the Snow Lake's constating documents and by-laws or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained; and
i) Capitalization. As at the date of this Agreement: (i) the authorized capital of Snow Lake consists of an unlimited number of common shares without par value; and (ii) the issued and outstanding capital of Snow Lake consists solely of 21,266,065 common shares, each of which has been issued as fully paid and non-assessable.
5.3 Indemnity of the Seller, the Beneficial Sellers and OG. The Seller, the Beneficial Sellers and OG jointly and severally indemnify and hold harmless the Buyer and Snow Lake from and against all actions, claims, proceedings, suits, demands, liabilities, losses, damages, expenses and costs that may be directly or indirectly suffered, sustained or incurred by the Buyer and/or Snow Lake arising out of, in relation to or in connection with:
a) any of the Seller's Warranties being false, misleading or incorrect; or
b) any breach by the Seller, the Beneficial Sellers, OG, Engo and/or the Company of any of the covenants, representations, warranties or undertakings referred to or contained in this Agreement.
ARTICLE 6
COVENANTS OF THE SELLER ET AL.
6.1 Covenants of the Seller et al. The Seller, the Beneficial Sellers, OG, Engo and the Company jointly and severally covenant with the Buyer and Snow Lake that, pending the First Stage Completion and the Second Stage Completion, each of Engo and the Company will not, and the Seller, the Beneficial Sellers and OG will procure that neither Engo nor the Company do not:
a) Conduct of Business. Undertake or allow any material business change, and otherwise will carry on its respective business in the ordinary course in the way carried on immediately prior to the date of this Agreement;
b) Contracts. Enter into any material contract or incur any material liability other than in the ordinary course of business;
c) Disposals. dispose of the whole, or a substantial part, of its business or assets;
d) Material adverse effect. Cause to occur, by act or omission, an event or series of events, whether related or not, which may have, from the perspective of the Buyer or Snow Lake, a material adverse effect on the business, assets or financial condition of the Company or Engo, or on the transactions contemplated by this Agreement;
e) Encumbrances. Create or permit the creation of any charge, interest or encumbrance over the Company or Engo, or any of their respective assets;
f) License. Sell, assign or dispose of any legal or beneficial interest in the License or the Engo Valley Uranium Project; or
g) Restrictions. Do, or agree to do, any of the following:
i) amend or alter it respective constating documents;
ii) modify the rights attached to any share capital;
iii) create any share capital;
iv) allot or issue, or agree to allot or issue, any shares or any other equity or debt securities or grant, or agree to grant, rights which confer on the holder any right to acquire any shares or any other securities of the Company or Engo or any other rights over the existing issued capital of the Company or Engo; or
v) effect any reorganization of its respective share capital or vary or reduce its capital structure;
vi) declare any dividends or distribute any assets; or
vii) resolve to be voluntarily dissolved, liquidated or would up.
6.2 Maintenance of License and Project. The Seller, the Beneficial Sellers, OG, Engo and the Company jointly and severally covenant with the Buyer and Snow Lake that, pending the First Stage Completion and the Second Stage Completion, the Company will, and the Sellers, the Beneficial Sellers, OG and Engo will procure the Company to:
a) maintain the License and the Engo Valley Uranium Project in full force and keep the License and the Engo Valley Uranium Project in good standing and free from any liability to forfeiture or non-renewal under Applicable Laws and regulations;
b) meet all outgoings in respect of the License;
c) observe and perform all stipulations and conditions relating to the License (including, without limitation, expenditure conditions prescribed under Applicable Laws and regulations) and all statutory obligations relating to activities on the License;
d) not relinquish or surrender any portion of any of the area of the License;
e) not enter into any agreements or commitments in respect of the License or the Engo Valley Uranium Project, except with the written agreement of the Buyer; and
f) promptly pass to the Buyer any notices, correspondence or other documents received from any Government Authority or any regulatory body or agency or any third party in any way relating to, or affecting, the License.
6.3 No Dealings in Engo Shares. The Seller and the Beneficial Sellers jointly and severally covenant with the Buyer and Snow Lake that on and from the date of this Agreement until the earlier of the Second Stage Completion occurring and the date this Agreement is terminated between the Parties, the Sellers and the Beneficial Sellers will not:
a) sell, assign, transfer or otherwise dispose of any legal, beneficial or economic interest in any of the Engo Shares;
b) encumber, charge or grant a security interest over any of the Engo Shares or any legal, beneficial or economic interest in any of the Engo Shares;
c) grant any rights over any of the Engo Shares;
d) do, or omit to do, any act if the act or omission would have the effect of assigning, transferring or disposing of, whether directly or indirectly, effective ownership or control of, or any legal, beneficial or economic interest in, any of the Engo Shares; or
e) agree to do any of those things.
ARTICLE 7
CONDITIONS OF COMPLETION
7.1 Conditions of Completion for the Benefit of the Buyer. The obligation of the Buyer to complete the purchase of the First Stage Engo Shares and the Second Stage Engo Shares under this Agreement is subject to the satisfaction of, or compliance with, on or before the First Stage Completion Date and the Second Stage Completion Date, as the case may be, each of the following conditions precedent, each of which is acknowledged to be inserted for the exclusive benefit of the Buyer and may be waived by it in whole or in part.
a) Truth of Representations and Warranties. Each of the Seller's Warranties will be complete and accurate in all material respects at both the First Stage Completion Date and the Second Stage Completion Date with the same force and effect as if those representations and warranties were made at and as of that time;
b) Performance of Covenants by the Seller et al. Each of the Seller, the Beneficial Sellers, OG, Engo and the Company will have duly performed all covenants and agreements herein agreed to be preformed or caused to be performed by each of them;
c) No Material Adverse Change - Company. At both the First Stage Completion Date and the Second Stage Completion Date, there will have been no material adverse change in the business and affairs of the Company, in the opinion of the Buyer acting reasonably;
d) No Material Adverse Change - Engo. At both the First Stage Completion Date and the Second Stage Completion Date, there will have been no material adverse change in the business and affairs of Engo, in the opinion of the Buyer acting reasonably;
e) No Actions or Proceedings. At both the First Stage Completion Date and the Second Stage Completion Date, there will be no action or proceeding or threatened by any person, company, governmental authority, regulatory body or agency to enjoin or prohibit the purchase and sale of the First Stage Engo Shares and the Second Stage Engo Shares and the right of the Company to exercise its rights under the License;
f) Encumbrance. At both the First Stage Completion Date and the Second Stage Completion Date, the Engo Shares are free and clear of all charges, encumbrances, liens, security interests and any other third party rights whatsoever;
g) License. At both the First Stage Completion Date and the Second Stage Completion Date, the License will be in good standing; and
h) Receipt of Seller's Closing Documentation. The Buyer will have received the closing deliverables of the Seller, the Beneficial Sellers, OG, Engo and the Company set forth in Section 8.1 or 8.4, as the case may be.
7.2 Conditions of Completion for the Benefit of the Seller and the Beneficial Sellers. The obligation of the Seller and the Beneficial Sellers to complete the sale of the First Stage Engo Shares and the Second Stage Engo Shares under this Agreement is subject to the satisfaction of, or compliance with, on or before the First Stage Completion Date and the Second Stage Completion Date, as the case may be, each of the following conditions precedent, each of which is acknowledged to be inserted for the exclusive benefit of the Seller and Beneficial Sellers and may be waived by them in whole or in part.
a) Truth of Representations and Warranties. Each of the Buyer's Warranties will be complete and accurate in all material respects at both the First Stage Completion Date and the Second Stage Completion Date with the same force and effect as if those representations and warranties were made at and as of that time;
b) Performance of Covenants of Buyer and Snow Lake. Each of the Buyer and Snow Lake will have duly performed all covenants and agreements herein agreed to be preformed or caused to be performed by each of them; and
c) Receipt of Buyer's Closing Documentation. The Seller will have received the closing deliverables of the Buyer and Snow Lake set forth in Section 8.2 or 8.5, as the case may be.
ARTICLE 8
COMPLETION PROCEDURES
8.1 Completion Procedures - First Stage - Seller et al. On the First Stage Completion Date, and upon fulfillment or waiver of all the Seller's Conditions:
a) the Seller and the Beneficial Sellers, will table:
i) the original share certificates representing the First Stage Engo Shares and undated but otherwise duly completed and signed share transfer forms in respect of the First Stage Engo Shares duly signed by the Seller, but with the transferee particulars left blank for completion by the Buyer;
ii) confirmation from the Beneficial Sellers that they are selling 100% of their beneficial interest in the First Stage Engo Shares to the Buyer;
iii) receipt(s) for the share certificates representing the First Stage Share Consideration;
iv) a certificate of the Seller and the Beneficial Sellers certifying as true and correct:
1) the Seller's Warranties are true and correct as of the First Stage Completion Date; and
2) there has been no material adverse change in the business and affairs of either the Company or Engo from the date of this Agreement to the First Stage Completion Date;
b) Engo will table:
i) a certificate of an officer of Engo attaching and certifying as true and correct:
1) copies of the constating documents of Engo;
2) the resolutions of the board of directors of Engo (in a form satisfactory to the Buyer) approving (amongst other things) this Agreement, the transfer of the First Stage Engo Shares to the Buyer, the cancellation of the existing share certificate(s) for the First Stage Engo Shares and the issue of a new share certificate for the First Stage Engo Shares in the name of the Buyer, the update of the register of members of Engo and the appointment as a director of Engo of that person nominated by the Buyer in writing to Engo prior to the First Stage Completion Date;
3) the Seller's Warranties are true and correct as of the First Stage Completion Date;
4) there has been no material adverse change in the business and affairs of either Engo or the Company from the date of this Agreement to the First Stage Completion Date; and
5) that Engo is duly incorporated and validly existing and registered under the laws of Australia;
c) OG will table:
i) receipt for payment of the First Stage Cash Consideration;
d) the Company will table:
i) a certificate of an officer of the Company attaching and certifying as true and correct:
1) copies of the constating documents of the Company;
2) the resolutions of the board of directors of the Company (in a form satisfactory to the Buyer) approving (amongst other things) this Agreement and the appointment as a director of the Company of that person nominated by the Buyer in writing to the Company prior to the First Stage Completion Date;
3) the Seller's Warranties are true and correct as of the First Stage Completion Date;
4) there has been no material adverse change in the business and affairs of Company from the date of this Agreement to the First Stage Completion Date; and
5) a certificate of good standing for the Company as of a date not more than three (3) Business Days prior to the First Stage Completion Date.
8.2 Completion Procedures - First Stage - Buyer: On the First Stage Completion Date, and upon fulfillment of all of the Buyer's Conditions, the Buyer and Snow Lake will table:
a) a copy of the confirmation of the wire transfer from Snow Lake to OG representing the First Stage Cash Consideration;
b) share certificates representing the First Installment, registered in accordance with the allocation set forth in Section 2.1 (b) (i).
8.3 Completion of Closing. If every obligation under Sections 7.1 and 7.2 is complied with on the First Stage Completion Date, then the purchase and sale of the First Stage Engo Shares contemplated by this Agreement will be completed by:
a) delivery to the Buyer of all documents tabled under Section 8.1; and
b) delivery to the Seller and the Beneficial Sellers of all documents tabled under Section 8.2.
8.4 Completion Procedures - Second Stage - Seller et al. On the Second Stage Completion Date, and upon fulfillment or waiver of all the Seller's Conditions:
a) the Seller and the Beneficial Sellers will table:
i) the original share certificates representing the Second Stage Engo Shares and undated but otherwise duly completed and signed share transfer forms in respect of the Second Stage Engo Shares duly signed by the Seller, but with the transferee particulars left blank for completion by the Buyer;
ii) confirmation from the Beneficial Sellers that they are selling 100% of their beneficial interest in the Second Stage Engo Shares to the Buyer;
iii) a certificate of the Seller and the Beneficial Sellers certifying as true and correct:
1) the Seller's Warranties are true and correct as of the Second Stage Completion Date; and
2) there has been no material adverse change in the business and affairs of either the Company or Engo from the date of this Agreement to the Second Stage Completion Date;
b) Engo will table
i) a certificate of an officer of Engo attaching and certifying as true and correct:
1) the resolutions of the board of directors of Engo (in a form satisfactory to the Buyer) approving (amongst other things) this Agreement, the transfer of the Second Stage Engo Shares to the Buyer, the cancellation of the existing share certificate(s) for the Second Stage Engo Shares and the issue of a new share certificate for the Second Stage Engo Shares in the name of the Buyer, the update of the register of members of Engo, the appointment as directors and company secretary (and any other officers) of Engo of those persons nominated by the Buyer in writing to Engo prior to the Second Stage Completion Date, the acceptance of the resignations of the directors and company secretary (and any other officers) of Engo in the agreed form and the revocation of all existing authorities to operate bank accounts of Engo and the approval of the alteration of the signatories of each bank account of Engo in the manner required by the Buyer;
2) the written resignations of the directors and company secretary (and any other officers) of Engo with effect from the Second Stage Completion Date in the agreed form, confirming that they have no claim of any kind whatsoever against Engo;
3) the Seller's Warranties are true and correct as of the Second Stage Completion Date; and
4) there has been no material adverse change in the business and affairs of either Engo or the Company from the date of this Agreement to the Second Stage Completion Date; and
5) that Engo is duly incorporated and validly existing and registered under the laws of Australia; and
ii) all corporate and statutory books and records, minute books and registers of Engo, including the original certificate of incorporation (or a certified copy thereof), the corporate key issued by ASIC and all mining information relating to the License;
c) the Company will table:
i) a certificate of an officer of the Company attaching and certifying as true and correct:
1) the resolutions of the board of directors of the Company (in a form satisfactory to the Buyer) approving (amongst other things) this Agreement, the appointment as directors and company secretary (and any other officers) of the Company of those persons nominated by the Buyer in writing to the Company prior to the Second Stage Completion Date, the acceptance of the resignations of the directors and company secretary (and any other officers) of the Company in the agreed form and the revocation of all existing authorities to operate bank accounts of the Company and the approval of the alteration of the signatories of each bank account of the Company in the manner required by the Buyer;
2) the written resignations of the directors and company secretary (and any other officers) of the Company with effect from the Second Stage Completion Date in the agreed form, confirming that they have no claim of any kind whatsoever against the Company;
3) the Seller's Warranties are true and correct as of the Second Stage Completion Date;
4) there has been no material adverse change in the business and affairs of Company from the date of this Agreement to the Second Stage Completion Date; and
5) a certificate of good standing for the Company as of a date not more than three (3) Business Days prior to the Second Stage Completion Date.
8.5 Completion Procedures - Second Stage - Buyer: On the Second Stage Completion Date, and upon fulfillment of all of the Buyer's Conditions, the Buyer and Snow Lake will table confirmation of the Second Stage Expenditures having been completed.
8.6 Completion of Closing. If every obligation under Sections 7.1 and 7.2 is complied with on the Second Stage Completion Date, then the purchase and sale of the Second Stage Engo Shares contemplated by this Agreement will be completed by:
a) delivery to the Buyer of all documents tabled under Section 8.4; and
b) delivery to the Seller of all documents tabled under section 8.5.
8.7 Completion Procedures - Payment of Second Installment of the First Stage Share Consideration.
a) the Second Installment will be issued to the Escrow Agent on the First Stage Completion Date;
b) subject always to the terms of the Escrow Agreement, the Second Installment (the "Escrow Deposit") shall be held by the Escrow Agent until June 30, 2025 and released to the Beneficial Sellers, in accordance with the allocation set forth in Section 2.1 (b) (ii), within 5 Business Days of the date Snow Lake receives an S-K 1300 compliant mineral resource estimate, and an S-K Report, on the Engo Valley Uranium Project, provided that such date is on or before June 30, 2025;
c) if Snow Lake has not received an S-K 1300 compliant mineral resource estimate, and an S-K Report, on the Engo Valley Uranium Project, on or before June 30, 2025, then the Escrow Deposit shall not be released by the Escrow Agent to the Beneficial Sellers and shall be released by the Escrow Agent to Snow Lake for cancellation, or as it otherwise directs;
d) if the Escrow Deposit is released to the Beneficial Sellers pursuant to Section 8.7 (b), Snow Lake is to deliver to the Beneficial Sellers, share certificates representing the Second Installment, registered in accordance with the allocation set forth in Section 2.1 (b) (ii); and
e) it is a condition to the issue of the Second Installment to the Escrow Agent that the Seller and the Beneficial Sellers deliver a duly executed Escrow Agreement to the Buyer.
8.8 Completion Procedures - Payment of Milestone Consideration. If the Milestone Consideration becomes payable, then the Milestone Payment No. 1 and/or Milestone Payment No. 2, as the case may be, will be issued by Snow Lake to the Seller, or as directed by the Seller, no later than five Business Days after Snow Lake files the respective SK-1300 Report on EDGAR, and will be completed by Snow Lake delivering to the Seller, or as the Seller may direct, a share certificate(s) representing Milestone Payment No. 1 and/or Milestone Payment No. 2, as the case may be.
8.9 Title and risk. Title to and risk in:
a) the First Stage Engo Shares passes to the Buyer on (and subject to) First Stage Completion; and
b) the Second Stage Engo Shares passes to the Buyer on (and subject to) Second Stage Completion.
ARTICLE 9
GENERAL,
9.1 Entire Agreement. This Agreement, including the Schedules hereto, constitutes the entire agreement between the Parties. This Agreement supersedes all prior agreements, discussions and negotiations between the Parties, including the Letter of Intent and the Amending Agreement.
9.2 Non-Waiver. No waiver of any condition or other provisions, in whole or in part, will constitute a waiver of any other condition or provision (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.
9.3 Expenses. Except as otherwise provided in this Agreement, each of the Parties will pay their respective legal, accounting and other professional advisory fees, costs and expenses incurred in connection with the purchase and sale of the Engo Shares and the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses incurred.
9.4 Notices. Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a "Notice") will be in writing and will be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:
a) in the case of a Notice to the Seller, the Beneficial Sellers and/or Engo:
1/50 Ercildoune Street
Caulfield North, 3161, Victoria
Australia
Attention: Yehoshua Gestetner
Email: ShuieG@gmail.com
b) in the case of a Notice to OG
7963 Villa Nova Drive
Boca Raton, FL 33433
Attention: Aaron Meckler
Email: aaron@amukacapital.com
c) in the case of a Notice to the Company:
Namibia Minerals and Investment Holdings (Proprietary) Limited
ERF 4236, No. 1 Pasteurhof, Pasteur Street
Windhoek West, Namibia
Attention: Joses Malakia Amakutuwa
Email: jamalakia23@gmail.com
d) in the case of a Notice to the Buyer and/or Snow Lake:
Snow Lake Resources Ltd.
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention: Frank Wheatley
Email: fw@snowlakelithium.com
Any Notice delivered or transmitted to a Party as provided above will be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or, if such day is not a Business Day, then the Notice will be deemed to have been given and received on the next Business Day.
Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section 9.4.
9.5 Assignment. No Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Parties.
9.6 Enurement. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors.
9.7 Amendment. No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound thereby.
9.8 Further Assurances. The Parties will, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the purchase and sale of the Engo Shares, and each Party will provide such further documents, instruments and conveyances required by any other Party as may be reasonably necessary or desirable to carry out the provisions of this Agreement and give effect to the purchase and sale of the Engo Shares, whether before or after the First Stage Completion or the Second Stage Completion, as the case may be.
9.9 Operation of Indemnities. Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the Parties, and survives termination, completion or expiration of this Agreement or this Agreement otherwise coming to an end. It is not necessary for a Party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement.
9.10 Execution and Delivery. This Agreement may be executed and delivered by the Parties in counterparts and all such counterparts will together constitute one and the same agreement.
The Parties have executed this Agreement as of the date first written above.
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NAMIBIA MINERALS AND INVESTMENT HOLDINGS (PROPRIETARY) LIMITED
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By:
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Name: Joses Malakia Amakutuwa
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OG ACQUISITION 2 CORP.
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By:
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Name: Aaron Meckler
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ENGO VALLEY PTY LTD (ACN 674 874 778) in accordance with section 127 of the Corporations Act 2001 (Cth)
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By:
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Name of sole director and company secretary: Yehoshua Gestetner
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| NACHAL G PTY LTD (ACN 660 435 736) in accordance with section 127 of the Corporations Act 2001 (Cth) |
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Name of sole director and company secretary: Yehoshua Gestetner |
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YEHOSHUA GESTETNER
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Name: Yehoshua Gestetner
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AARON MECKLER
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By:
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Name: Aaron Meckler
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(Page 1 of Signatures)
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JOSE MALAKIA AMAKUTUWA
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By:
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Name: Joses Malakia Amakutuwa
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DENIS HAYES
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By:
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Name: Denis Hayes
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ANDREW PHILLIPS
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Name: Andrew Phillips
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SNOW LAKE RESOURCES LTD.
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By:
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Name: Frank D. Wheatley
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Title: Chief Executive Officer
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SNOW LAKE (US) LTD.
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By:
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Name: Frank D. Wheatley
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Title: Chief Executive Officer
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(Page 2 of Signatures)
Schedule A - Exclusive Prospecting License
Schedule B - Escrow Agreement
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of July 31, 2024, by and among Snow Lake Resources Ltd. ("Snow Lake"), Nachal G Pty Ltd (the "Seller"), Aaron Meckler ("Meckler"), Joses Malakia Amakutuwa ("Amakutuwa"), Yehoshua Gestetner ("Gestetner"), Denis Hayes ("Hayes"), Andrew Phillips ("Phillips", and collectively with Meckler, Amakutuwa, Gestetner and Hayes the "Beneficial Sellers") and 10152300 Manitoba Ltd. (the "Escrow Agent"). Capitalized terms used in this Escrow Agreement and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (defined below).
WHEREAS, Snow Lake has entered into a share purchase agreement with the Seller, Beneficial Sellers and others (the "Purchase Agreement"), dated as of July 31, 2024, for the sale and purchase of 100% of the issued and outstanding ordinary shares of Engo Valley Pty Ltd;
AND WHEREAS, concurrently with the execution of this Escrow Agreement, Snow Lake has deposited 1,012,249 common shares of Snow Lake (the "Escrowed Shares"), registered in the name of Escrow Agent, into the custody of the Escrow Agent (the "Escrow Account"), to be held and distributed by the Escrow Agent for the benefit of Beneficial Sellers and Snow Lake in accordance with Sections 8.7 of the Purchase Agreement and the terms of this Escrow Agreement. For the avoidance of doubt, the Beneficial Sellers shall benefit from all rights attaching or accruing to the Escrowed Shares whilst registered in the name of Escrow Agent, including the right to receive all dividends declared, made or paid after the date of the Escrow Agreement, the right to vote and rights on liquidation;
AND WHEREAS, the Purchase Agreement provides that the Escrowed Shares shall be held by the Escrow Agent for the purpose of satisfying the obligation of the Seller and Beneficial Sellers to Snow Lake pursuant to the Purchase Agreement as provided for therein;
AND WHEREAS, the Purchase Agreement provides that subject to Section 8.7 of the Purchase Agreement, the Escrow Agent shall release the Escrowed Shares to the Beneficial Sellers no later than five Business Days after Snow Lake files the SK-1300 Report referred to in Section 8.7(b) of the Purchase Agreement on EDGAR provided that such date is on or before June 30, 2025 (the "Release Date");
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
TERMS OF THE ESCROW
1.1 The parties hereby agree to the establishment of the Escrow Account with the Escrow Agent, and the Escrow Agent agrees to hold the Escrowed Shares in the Escrow Account in accordance with the terms of the Purchase Agreement and this Escrow Agreement.
1.2 No later than five Business Days following the Release Date, the Escrow Agent shall release and deliver to the Beneficial Sellers the Escrowed Shares in the Escrow Account.
1.3 If Snow Lake has not received an S-K 1300 compliant mineral resource estimate, and an S-K Report, on the Engo Valley Uranium Project, on or before June 30, 2025 (being the "Expiry Date"), then the Escrowed Shares in the Escrow Account shall not be released by the Escrow Agent to the Beneficial Sellers and shall be released by the Escrow Agent to Snow Lake for cancellation, or as it otherwise directs.
1.4 The Escrow Agent shall receive a fee of $2,500 from Snow Lake for acting as Escrow Agent. Other than such fee, the Escrow Agent shall not be entitled to any fee for acting in such capacity. In the event that the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated by Snow Lake for such services and reimbursed by Snow Lake for all costs and expenses, including reasonable attorneys' fees and expenses, occasioned by any such delay, controversy, litigation or event.
1.5 Upon release or return of the Escrowed Shares pursuant to the terms hereunder, the Escrow Agent shall be relieved of further obligations and released from all liability under this Escrow Agreement.
1.6 The Seller and the Beneficial Sellers acknowledges that the principal of the Escrow Agent is acting as counsel for Snow Lake in connection with the Purchase Agreement and the Seller and the Beneficial Sellers hereby waive any conflict of interest or breach of any duty relating to the Escrow Agent acting in such capacity. The Seller and the Beneficial Sellers confirm that they have had the opportunity to consult with independent counsel regarding this Escrow Agreement.
ARTICLE II
MISCELLANEOUS
2.1 No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
2.2 Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing to the following addresses (or such other address as may be notified by one party to the others from time to time) and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:30 p.m. (Eastern Time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile on a day that is not a Business Day or later than 5:30 p.m. (Eastern Time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by an internationally recognized courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. As used herein, "Business Day" shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of Winnipeg are authorized or required by law to remain closed:
2.2.1 in the case of a Notice to the Seller or the Beneficial Sellers:
1/50 Ercildoune Street
Caulfield North, 3161, Victoria
Australia
Attention: Yehoshua Gestetner
Email: ShuieG@gmail.com
2.2.2 in the case of a Notice to Snow Lake:
Snow Lake Resources Ltd.
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention: Frank Wheatley
Email: fw@snowlakelithium.com
2.2.3 in the case of a Notice to the Escrow Agent:
10152300 Manitoba Ltd
360 Main Street, 30th Floor
Winnipeg, Manitoba, Canada R3C 0V1
Attention: Shimmy Posen
Email: sposen@garfinkle.com
2.3 This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto.
2.4 This Escrow Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein (and no party shall be deemed as agent of the other).
2.5 Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same.
2.6 The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the Province of Manitoba. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in the Province of Manitoba.
2.7 The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by the parties hereto.
2.8 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud and willful misconduct.
2.9 The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
2.10 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for hereunder in the absence of gross negligence, fraud and willful misconduct.
2.11 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary properly to advise the Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation; provided that the costs of such compensation shall be borne by the Snow Lake.
2.12 The Escrow Agent's responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Beneficial Sellers and Snow Lake at least thirty (30) days in advance of such resignation. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor escrow agent shall continue to act as Escrow Agent until a successor is approved and qualified to act as Escrow Agent. In the event of any such resignation, Snow Lake shall appoint a successor escrow agent (at the sole cost of Snow Lake), subject to consent of the Beneficial Sellers, such consent not to be unreasonably withheld, and the Escrow Agent shall deliver to such successor escrow agent any Escrowed Shares held by the Escrow Agent. Upon delivery of the Escrowed Shares to a successor escrow agent in accordance with this Section 2.14, the Escrow Agent shall thereafter be discharged from any further obligations hereunder, and all power, authority, duties and obligations of the Escrow Agent shall apply to any successor agent.
2.13 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments (at the sole cost of Snow Lake).
2.14 Save as otherwise provided for in this Escrow Agreement and the Purchase Agreement, it is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents (if any) or the Escrowed Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (i) to retain in the Escrow Agent's possession without liability to anyone all or any part of said documents or the Escrowed Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (ii) to deliver the Escrowed Shares and any other property and documents held by the Escrow Agent hereunder to a provincial or Federal court having competent subject matter jurisdiction and located in the City of Manitoba in accordance with the applicable procedure therefore.
2.15 Snow Lake agrees to defend, indemnify and hold harmless the Escrow Agent and each of the Escrow Agent's officers, directors, agents and employees (the "Indemnified Parties") from and against any and all losses, liabilities, claims made by any Party or any other person or entity, damages, expenses and costs (including, without limitation, attorneys' fees and expenses) of every nature whatsoever (collectively, "Losses") which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent's undertaking to serve as the Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party's gross negligence or willful misconduct. In no event shall the indemnity from Snow Lake exceed the value of the Escrowed Shares. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.
2.16 This Escrow Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be on and the same agreement. A signed copy of this Escrow Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Escrow Agreement.
2.17 References to the Escrow Agent, Snow Lake and/or the Beneficial Sellers in this Escrow Agreement shall include their successors in title and permitted assigns.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of date first written above.
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SNOW LAKE RESOURCES LTD.
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By:
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Name: Frank D. Wheatley
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Title: Chief Executive Officer
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YEHOSHUA GESTETNER
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Name: Yehoshua Gestetner
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AARON MECKLER
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By:
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Name: Aaron Meckler
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JOSES MALAKIA AMAKUTUWA
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By:
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Name: Joses Malakia Amakutuwa
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DENIS HAYES
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By:
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Name: Denis Hayes
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ANDREW PHILLIPS
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Name: Andrew Phillips
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10152300 MANITOBA LTD.
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By:
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Name: Shimmy Posen
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Title: President
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of date first written above.
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SNOW LAKE RESOURCES LTD.
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By:
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Name: Frank D. Wheatley
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Title: Chief Executive Officer
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YEHOSHUA GESTETNER
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Name: Yehoshua Gestetner
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AARON MECKLER
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By:
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Name: Aaron Meckler
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JOSES MALAKIA AMAKUTUWA
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By:
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Name: Joses Malakia Amakutuwa
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DENIS HAYES
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By:
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Name: Denis Hayes
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ANDREW PHILLIPS
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Name: Andrew Phillips
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10152300 MANITOBA LTD.
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By:
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Name: Shimmy Posen
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Title: President
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OPTION AGREEMENT
This Option Agreement is made as of January 29, 2024.
BETWEEN:
ACME LITHIUM INC., a corporation under the laws of British Columbia, having an office at 318 - 1199 West Pender St., Vancouver, British Columbia V6E 2R1
("ACME Lithium")
AND:
SNOW LAKE RESOURCES LTD. a corporation under the laws of Manitoba having an office at 360 Main St., 30th Floor, Winnipeg, Manitoba R3C 0V1
("Snow Lake")
WHEREAS:
A. ACME Lithium is the sole recorded and beneficial owner of a one hundred percent (100%) undivided interest in and to the Property (as hereinafter defined).
B. ACME Lithium wishes to grant to Snow Lake the right to earn up to a ninety percent (90%) undivided interest in the Property, all in accordance with the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the parties covenant and agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions: In this Agreement, the following words and terms where capitalized will have the following meanings unless the context clearly indicates a contrary meaning:
a) "Agreement" means this agreement between ACME Lithium and Snow Lake, including any schedules attached hereto and any amendments as permitted hereunder, and the expressions this "Agreement" "herein" "hereto" and other similar expressions refer to all of this Agreement and not to any particular Article, Section or Subsection;
b) "Anniversary Date" means January 29, 2025 with respect to the first anniversary date, January 29, 2026 with respect to the second anniversary date;
c) "Area of Mutual Interest" or "AMI" means that area within five kilometres of the outer boundaries of the Property as of the date of this Agreement, all as more fully described in Section 7.2 hereto and reflected in Schedule "A";
d) "Environmental Laws" means all laws, statutes, regulations, ordinances, rules, requirements, policies, guidelines, by-laws, codes, orders, permits, directives, licenses, notices and approvals of all federal, territorial, provincial, municipal or local governmental or administrative authorities related to environmental or occupational or public health or safety matters; the generation, handling, treatment, storage, transportation, disposal or clean-up of pollutants, contaminants, hazardous or toxic substances, dangerous goods, ozone-depleting substances or other harmful substances or materials; or the reclamation, site rehabilitation, restoration, remediation, or other mine and related facilities or exploration project closure requirements;
e) "Expenditures" means the costs and expenses that are incurred for the purposes of determining the existence, location, quantity or grade of a mineral deposit, and expenses incurred in the course of prospecting, carrying out geological or geophysical surveys and drilling;
f) "First Stage Option" has the meaning set forth in Section 3.1(a);
g) "Formation Date" has the meaning set forth in Section 3.7 (b);
h) "Joint Venture" has the meaning set forth in Section 3.7 (b);
i) "Party or Parties" means ACME Lithium or Snow Lake and their successors or permitted assigns;
j) "Property" means the following mineral claims, all as more particularly described in Schedule A attached hereto;
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21 mineral claims totaling 8,883 acres (3,595 hectares) (the "Shatford Lake Mineral Claims")
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10 mineral claims totaling 5,196 acres (2,102 hectares) (the "Birse Lake Mineral Claims")
- 6 mineral claims totaling 2,930 acres (1,186 hectares) (the "Cat-Euclid Lake Mineral Claims")
k) "Royalty" means the 2% gross overriding royalty in favor of Lithium Royalty Corporation over the Shatford Lake Mineral Claims and the Cat-Euclid Lake Mineral Claims;
l) "Sagkeeng Agreement" means that agreement between ACME Lithium and Sagkeeng Anicinabe Company Inc. dated October 17, 2022 pertaining to mineral exploration activities on the Property with the support of the Sagkeeng;
m) "Second Stage Option" has the meaning set forth in Section 3.1(b); and
n) "Technical Data" means: (a) all records, information and data relating to title to the Property or environmental conditions at or pertaining to the Property; and (b) all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data relating to the Property, but which will not include interpretive reports derived from such data.
1.2 Currency: All monies referred to in this Agreement, unless otherwise noted, are expressed in Canadian dollars.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 ACME Lithium: ACME Lithium represents and warrants to Snow Lake that, as of the date of this Agreement:
a) it is the sole recorded and beneficial owner of the Property and, save for any rights granted to Snow Lake, is in exclusive possession thereof;
b) the Property is free and clear of all liens, charges, encumbrances, royalties or other third-party interests of any kind whatsoever, except for the Royalty;
c) to the best of its knowledge, there are no pending or threatened actions, suits, claims or proceedings affecting the Property;
d) except for the Royalty and the Sagkeeng Agreement, it has not entered into any agreements in respect of the Property save for any agreements entered into with Snow Lake;
e) all taxes, rates and assessments owing on the Property have been paid and discharged in full;
f) ACME Lithium is not a party to any judicial or administrative proceedings which could have an adverse effect on its ownership of the Property or Snow Lake's rights under this Agreement;
g) the Property, as described in this Agreement, is correct as to claim number and all of the claims comprising the Property have been validly and properly staked, tagged and recorded in accordance with applicable law;
h) except for the Royalty and the Sagkeeng Agreement, there are no commitments of ACME Lithium to third parties relating to the Property which do or could have any direct or indirect effect on the rights granted to Snow Lake hereunder; and
i) to the best of ACME Lithium's knowledge, there have been no past material violations by it or by any of its predecessors in title of any Environmental Laws affecting or pertaining to the Property, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Property; and ACME Lithium has not received inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws.
2.2 Snow Lake: Snow Lake represents and warrants to ACME Lithium that, as of the date of this Agreement:
a) it is duly incorporated and validly existing under the laws of Manitoba;
b) the execution of this Agreement and compliance with its provisions do not breach or contravene any provision of its constating documents and by-laws or any of its licenses, permits, agreements or privileges pursuant to which consent is necessary or which has not been obtained;
c) its directors or officers do not have any undisclosed relationship or agreement with any other group or company that may be interested in acquiring the Property; and
d) it is not, to its knowledge, a party to any actual judicial or administrative procedure which is materially adverse to this Agreement.
ARTICLE 3
OPTION
3.1 Option: ACME Lithium hereby grants to Snow Lake the sole, exclusive option (the "Option") to earn up to a ninety percent (90%) undivided interest in the Property, together with all mining rights held by ACME Lithium appertaining thereto, subject to Snow Lake incurring Expenditures and making payments to ACME Lithium in two stages as follows:
a) First Stage Option: Snow Lake has the option (the "First Stage Option") to earn a fifty-one percent (51%) undivided interest in and to the Property by incurring Expenditures and making payments to ACME Lithium as follows:
(i) payment of $150,000, of which: (a) $20,000 has been paid prior to the date of this Agreement (receipt of which is acknowledged by ACME Lithium); and (b) $130,000 upon execution of this Agreement;
(ii) incurring Expenditures on the Property of $600,000 on or before the first Anniversary Date; and
(iii) payment of an additional $150,000 in cash to ACME Lithium on or before the first Anniversary Date.
b) Second Stage Option: Snow Lake has the option (the "Second Stage Option") to earn an additional thirty-nine percent (39%) undivided interest in and to the Property by incurring additional Expenditures and making additional payments to ACME Lithium as follows:
(i) incurring additional Expenditures of $1,200,000 on or before the second Anniversary Date; and
(ii) payment of an additional $500,000 in cash to ACME Lithium on or before the second Anniversary Date.
3.2 Carry Over of Expenditures: Any Expenditures incurred by Snow Lake in excess of the minimum Expenditures required to exercise the First Stage Option will be credited or carried forward against the Expenditures required to exercise the Second Stage Option.
3.3 Acceleration: Snow Lake will have the sole right to accelerate the Expenditures and payment obligations described in Section 3.1 in order to acquire its interest in the Property in a shorter period of time than as set out in this Agreement.
3.4 Non-Exercise and Termination - First Stage Option: Snow Lake's right to exercise the First Stage Option will become null and void and this Agreement will automatically terminate if:
a) Snow Lake notifies ACME Lithium in writing of Snow Lake's election to terminate the First Stage Option, which notice must be given on or before September 1, 2024; or
b) Snow Lake fails to incur all of the Expenditures and make the payments described in Section 3.1(a) above in accordance with the time frames set out in Section 3.1(a);
in which case, Snow Lake will:
(a) leave the Property:
(i) in good standing and in accordance with the applicable laws and Environmental Laws;
(ii) having filed all work with the appropriate government entity to the maximum permissible extent for assessment credits, and having paid all related fees pertaining to work done on the Property;
(iii) free and clear of all liens, charges and encumbrances arising from this Agreement or its operations hereunder;
(iv) in a safe and orderly condition; and
(v) in a condition which is in compliance with all applicable rules and orders of governmental entities with respect to reclamation and restoration of the surface to the Property;
(b) pay (i) all claim maintenance fees and recording fees for the following six months, and (ii) property taxes, if any, due for the current year;
(c) deliver to ACME Lithium, within 90 calendar days of termination, a report on all work carried out by Snow Lake on the Property, copies of all assessment reports or filings, together with copies of all maps, drill-hole logs and sections, assay results and original assay certificates, reports (including interpretations thereof) and all other information compiled or prepared by or on behalf of Snow Lake with respect to work on or with respect to the Property, and make available to ACME Lithium (at the place of storage) all core, samples and sample pulps and rejects;
(d) unless otherwise agreed by ACME Lithium, remove from the Property within six months of the effective date of termination all materials, equipment and facilities erected, installed or brought upon the Property by or at the instance of Snow Lake;
(e) deliver to ACME Lithium a duly executed quitclaim of all right, title and Interest of Snow Lake in and to the Property in favor of ACME Lithium; and
(f) if Snow Lake holds any AMI Interest in its own name, assign all of its rights and obligations thereto, and with property taxes paid to the date of transfer, to ACME Lithium, whereupon ACME Lithium will assume responsibility for all obligations thereunder.
3.5 Non-Exercise and Termination - Second Stage Option: Snow Lake's right to exercise the Second Stage Option will become null and void if and this Agreement will automatically terminate if:
a) Snow Lake notifies ACME Lithium in writing of Snow Lake's election to terminate the Second Stage Option; or
b) Snow Lake fails to incur all of the Expenditures and make the payments described in Section 3.1(b) above in accordance with the time frames set out in Section 3.1(b).
in which case, a Joint Venture will be formed between the Parties in accordance with section 3.7(b) below, and Snow Lake will ensure the Property is in good standing for a period of one (1) year following termination.
3.6 Option Exercise Dates:
a) The First Stage Option will be deemed to be exercised upon the date (the "First Stage Option Exercise Date") upon which Snow Lake has incurred all of the Expenditures and made all of the payments described in Section 3.1(a); and
b) The Second Stage Option will be deemed to be exercised upon the date (the "Second Stage Option Exercise Date") upon which Snow Lake has incurred all of the Expenditures and made all of the payments described in Section 3.1(b).
3.7 Effect of Exercise of Options:
a) As of the First Stage Option Exercise Date, Snow Lake will be deemed to have earned a fifty-one percent (51%) undivided interest in the Property, which interest will automatically and immediately vest in Snow Lake without any further act by either Snow Lake or ACME Lithium.
b) If Snow Lake only exercises the First Stage Option, and does not exercise the Second Stage Option, then as of the First Stage Option Exercise Date (the "Formation Date"), the Parties will be deemed to have entered into an unincorporated joint venture ("Joint Venture") substantially in accordance with the terms and conditions set forth in Schedule B, and a current market standard formal joint venture agreement (the "Joint Venture Agreement") will be negotiated in good faith amongst the Parties immediately following the Formation Date.
c) As of the Second Stage Option Exercise Date, Snow Lake will be deemed to have earned a ninety percent (90%) undivided interest in the Property, which interest will automatically and immediately vest in Snow Lake without any further act by either Snow Lake or ACME Lithium.
d) As of the Second Stage Option Exercise Date, the Parties will be deemed to have entered into the Joint Venture and will negotiate the Joint Venture Agreement as described in Section 3.7(b). After the Second Stage Option Exercise Date, Snow Lake will be responsible for 100 percent (100%) of all ongoing costs and expenditures of the Joint Venture until Snow Lake completes a positive definitive feasibility study on the Property.
3.8 Interests in the Joint Venture: Upon formation of the Joint Venture:
a) In accordance with Section 3.7(b), Snow Lake will hold a 51% interest and ACME Lithium will hold a 49% interest in the Joint Venture;
i) Snow Lake's interest will be a 51% participating interest (a "Participating Interest") in the Joint Venture, and Snow Lake will fund 100% of all Expenditures until Snow Lake completes a positive definitive feasibility study on the Property; and
ii) ACME Lithium's interest will be a 49% free carried interest (a "Free Carried Interest"), without the need to contribute to Expenditures until the completion by Snow Lake of a positive definitive feasibility study on the Property.
b) In accordance with Section 3.7(d), Snow Lake will hold a 90% interest and ACME Lithium will hold a 10% interest in the Joint Venture;
i) Snow Lake's interest will be a 90% Participating Interest in the Joint Venture, and Snow Lake will fund 100% of all Expenditures until Snow Lake completes a positive definitive feasibility study on the Property; and
iii) ACME Lithium's interest will be a 10% Free Carried Interest, without the need to contribute to Expenditures until the completion by Snow Lake of a positive definitive feasibility study on the Property; and
c) Once Snow Lake completes a positive definitive feasibility study on the Property, AMCE Lithium's Free Carried Interest will convert to a 49% or 10% Participating Interest, as applicable.
ARTICLE 4
TRANSFER OF TITLE
4.1 Transfer of Title: Upon the Joint Venture being formed, ACME Lithium will forthwith transfer either a 51% interest, or a 90% interest, as the case may be, to the Joint Venture and register it with the appropriate government office and deliver to Snow Lake documentation verifying the Joint Venture's ownership of such undivided interest in the Property free of all liens, encumbrances, charges and claims of any nature or kind whatsoever, other than the Royalty. ACME Lithium will also transfer its Free Carried Interest to the Joint Venture, and execute and deliver to the Joint Venture, all other documents, and will do or cause to be taken all such further actions in order to properly register such ownership.
ARTICLE 5
COVENANTS OF SNOW LAKE
5.1 Covenants of Snow Lake: During the term of this Agreement, Snow Lake will:
a) maintain the Property in good standing by the payment of taxes, assessments and rentals, including minimum annual expenditures and assessment work prior to March 1 of each calendar year (which shall be deemed to be Expenditures for the purposes of this Agreement and which will be paid by Snow Lake), submit assessment work with respect to the Expenditures set out in Section 3 hereof according to applicable laws and regulations and perform all other actions which may be reasonably necessary in that regard;
b) obtain the prior written consent of the other Party hereto before permitting any mining claims relating to the Property to lapse;
c) permit the other Party hereto and its authorized representatives, at their own risk, with five (5) days prior written notice to Snow Lake, to access to the Property at all reasonable times, provided that the other Party hereto agrees to indemnify Snow Lake against and to save them harmless from all costs, claims, liabilities and expenses that the other Party hereto or its authorized representatives may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the other Party hereto or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of Snow Lake or their employees and agents;
d) do all work on the Property in accordance with the highest industry standards for exploration, engineering and mining practices, and in a careful and workmanlike manner, in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
e) comply with all Environmental Laws without limitation including any environmental license, approval or permit;
f) carry third party liability insurance of not less than $5,000,000 in respect of its operations on the Property for the benefit of Snow Lake and ACME Lithium as their interests may appear;
g) provide ACME Lithium with all up-to-date exploration results in its possession on at least a quarterly basis. These results shall include, but not be limited to, internal and public reports whether or not of an interpretive nature, maps, cross-sections, original assay certificates, and all similar data;
h) not make any agreement whereby any third party may acquire any portion of its interest in the Property other than in accordance with the provisions of this Agreement;
i) not act or fail to do any act which it is required to do under this Agreement or otherwise which would result in the Property or any part thereof, not being free and clear of all liens, charges, encumbrances, obligations or liabilities, including those pursuant to applicable Environmental Laws; and
j) not act or fail to do any act which it is required to do under this Agreement or otherwise which would result in an undivided interest in the Property not being transferred to the Joint Venture pursuant to Section 3 free and clear of all liens, charges, encumbrances or liabilities, including those pursuant to applicable Environmental Laws, of any kind whatsoever;
ARTICLE 6
RIGHT OF FIRST REFUSAL
6.1 Right of First Refusal: Once this Agreement is signed, and once Snow Lake has earned a ninety percent (90%) undivided interest in the Property, Snow Lake will have a right of first refusal (the "ROFR") to acquire ACME Lithium's Free Carried Interest if ACME Lithium decides to dispose of its interest in the Property pursuant to an unsolicited bona fide third-party offer.
6.2 ROFR Offer: If ACME Lithium receives an unsolicited bona fide third-party offer (a "ROFR Offer") to sell or transfer any of its Free Carried Interest to any third party (the "Third Party"), then ACME Lithium will promptly notify Snow Lake in writing (including a copy of the third party offer or agreement) of such Third Party and Snow Lake will have the opportunity to purchase the Free Carried Interest on the same terms and conditions, or equivalent value, as the ROFR Offer. The ROFR Offer must be in the form of a binding definitive agreement. Snow Lake may, within 30 business days from the date of receipt of the ROFR Offer, accept the terms of the ROFR Offer by written notice delivered to ACME Lithium, in which event it will then become a binding agreement of purchase and sale between Snow Lake and ACME Lithium. If Snow Lake does not accept the ROFR Offer, or does not give notice in accordance with the provisions of this Agreement that it is willing to purchase the Free Carried Interest, then ACME Lithium will be free to sell all of the Free Carried Interest to the applicable Third Party under the ROFR Offer.
ARTICLE 7
MISCELLANEOUS
7.1 Assignment: This Agreement is not assignable by either party. Either party may assign this Agreement to any continuing or successor corporation resulting from any amalgamation, consolidation, merger, arrangement or other corporate restructuring of the party.
7.2 Area of Mutual Interest:
a) If ACME Lithium, during the term of this Agreement, directly or indirectly or in concert with any other party, acquires, options, leases, or otherwise obtains or controls, or becomes entitled to acquire, obtain, option, lease, or otherwise obtain or control, any mineral rights, any present or future interest in any exploration or mining property, or other interest in property or rights of any kind or nature relating to the exploration of minerals within the Area of Mutual Interest (an "AMI Interest"), then (i) ACME Lithium will give notice thereof to Snow Lake, together with the details of the nature and direct costs of acquisition, (ii) Snow Lake may, at its election within 30 days, reimburse ACME Lithium for its cost of acquiring the same (which will qualify as "Expenditures" hereunder), and (iii) such acquired AMI Interests shall form part of the Property.
b) If Snow Lake, during the term of this Agreement, directly or indirectly or in concert with any other party, acquires, options, leases, or otherwise obtains or controls, or becomes entitled to acquire, obtain, option, lease, or otherwise obtain or control, any AMI Interest, Snow Lake shall immediately offer ACME Lithium in writing the right to include such acquired AMI Interest at no direct cost to ACME Lithium. ACME Lithium shall have 30 days after receipt of such offer to accept the same. If ACME Lithium accepts the offer, the acquired AMI Interest shall thereupon be included in the Property, and the costs of acquisition and operations thereon shall qualify as Expenditures. If ACME Lithium declines the offer, the acquired AMI Interest shall be retained by Snow Lake for its own exclusive use.
7.3 Notices: Any notice or other communication required or permitted to be given or made hereunder will be in writing and will be well and sufficiently given or made if: (a) enclosed in a sealed envelope and delivered in person to the party hereto to whom it is addressed at the relevant address set forth below; or (b) sent by email or other means of recorded electronic communications:
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If to the ACME Lithium Inc.:
ACME Lithium Inc.
318 - 1199 West Pender St.
Vancouver, British Columbia V6E 2R1
Attention: Chief Executive Officer
Email: shanson@acmelithium.com
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If to Snow Lake Resources Ltd.:
Snow Lake Resources Ltd.
360 Main St. 30th Floor,
Winnipeg, Manitoba R3C 0V1
Attention: Chief Executive Officer
Email: fwheatley@snowlakelithium.com
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Any notice or other communication so given will be deemed to have been given and to have been received on the day of delivery, if delivered, and on the day of sending, if sent by email or other means of recorded electronic communication (provided such delivery or sending is during normal business hours on a business day and, if not, then on the first business day thereafter). Either party hereto may change its address for notice by notice to the other party hereto given in the manner aforesaid.
7.4 Modification and Waiver: No provision of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing by the parties. No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement will be deemed a waiver of any other breach of that or any other provision or condition.
7.5 Entire Agreement: This Agreement, together with Schedules A and B, contains all the terms and conditions agreed upon by the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto. There are no agreements collateral or supplementary hereto.
7.6 Governing Law: This Agreement will be subject to and governed by the laws of the Province of Manitoba, and the laws of Canada applicable therein.
7.7 Time of Essence. Time is and will be of the essence of this Agreement.
7.8 Invalidity: The invalidity, illegality or unenforceability of any provision in this Agreement will not in any way affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement.
7.9 Headings: The headings contained in this Agreement are for reference purposes only and will not in any way affect the construction or interpretation of this Agreement.
7.10 Counterparts: This Agreement may be executed and delivered in two (2) or more counterparts by original or facsimile or electronic signature each of which so executed will be deemed to be an original and all such originals and all such counterparts together will be deemed to constitute one and the same document.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.
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ACME LITHIUM INC. |
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By: |
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Name: Steve Hanson |
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Title: CEO |
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SNOW LAKE RESOURCES LTD. |
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By: |
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Name: Frank Wheatley |
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Title: CEO |
Schedule A
The Property
- Shatford Lake Mineral Claims: 21 claims totalling 8,883 acres (3,595 hectares)
- Birse Lake Mineral Claims: 10 claims totalling 5,196 acres (2,102 hectares)
- Cat-Euclid Lake Mineral Claims: 6 claims totalling 2,930 acres (1,186 hectares)
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CLAIM NAME
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NUMBER
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DATE
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HECTARES
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EVENT #
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ACME 1
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MB13931
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SEPT16/21
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256
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522669
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ACME 2
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MB13932
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SEPT16/21
|
247
|
522658
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ACME 3
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MB13933
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SEPT17/21
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168
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522667
|
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ACME 4
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MB13934
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SEPT18/21
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152
|
522671
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ACME 5
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MB13935
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SEPT18/21
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139
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522668
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ACME 6
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MB13936
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SEPT17/21
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220
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522672
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ACME 7
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MB13937
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SEPT22/21
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180
|
522830
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ACME 8
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MB13938
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SEPT22/21
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132
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522840
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ACME9
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MB13939
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SEPT21/21
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92
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522841
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ACME 10
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MB13940
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SEPT21/21
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120
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522831
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ACME 11
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MB13941
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SEPT23/21
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182
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522832
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ACME 12
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MB13942
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SEPT23/21
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156
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522842
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ACME 13
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MB13943
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SEPT24/21
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208
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522843
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ACME 14
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MB13944
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SEPT24/21
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140
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522833
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ACME 15
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MB13945
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SEPT25/21
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248
|
522834
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ACME 16
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MB13946
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SEPT25/21
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192
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522844
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ACME17
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MB13947
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SEPT26/21
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163
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522845
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ACME 18
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MB13928
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OCT 1/21
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210
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522846
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ACME 19
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MB13949
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SEPT29/21
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192
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522847
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ACME 20
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MB13950
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SEPT30/21
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240
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522848
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ACME 21
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MB13951
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SEPT29/21
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192
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522835
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ACME 22
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MB13952
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SEPT30/21
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240
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522836
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ACME 23
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MB13953
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SEPT26/21
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142
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522837
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ACME 24
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MB13954
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SEPT28/21
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160
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522849
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ACME 25
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MB13955
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SEPT28/21
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160
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522838
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ACME 26
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MB13926
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SEPT27/21
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111
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522850
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ACME 27
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MB13927
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SEPT27/21
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135
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522839
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ACME 27
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MB13927
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SEPT27/21
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135
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522839
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ACME 28
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MB14707
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MAR14/23
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256
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549435
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ACME 29
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MB14708
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MAR14/23
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182
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549436
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ACME 30
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MB14709
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MAR14/23
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64
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549437
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ACME 31
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MB14704
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FEB06/23
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224
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546505
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ACME 32
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MB14705
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FEB10/23
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234
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547020
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ACME 33
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MB14706
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MAR14/23
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245
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549430
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ACME 34
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MB14701
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MAR14/23
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239
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549431
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ACME 35
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MB14702
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MAR14/23
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247
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549434
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ACME 36
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MB14703
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FEB06/23
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256
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546503
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ACME 37
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MB14710
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MAR14/23
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140
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549438
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Schedule B
Joint Venture Terms and Conditions
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Structure and Purpose
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If Snow Lake only exercises the First Stage Option, and does not exercise the Second Stage Option, then a joint venture (the "Joint Venture") will be deemed to be formed as at the First Stage Option Exercise Date, to advance and hold the Property and all related assets (including legal title and all related permits and approvals) and liabilities. Its operations will be governed by the terms of an industry standard joint venture agreement (the "Joint Venture Agreement").
If Snow Lake exercises the Second Stage Option, then a joint venture will be deemed to be formed as at the Second Stage Option Exercise Date.
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Governance, Operation and Management
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Oversight Committee
Membership
A committee appointed by the participants (the “Oversight Committee”) will have oversight of the Property. The Oversight Committee will be comprised of three (3) members. Each participant will be entitled to representation on the Oversight Committee proportionate to its participating interest, provided that ACME Lithium will be entitled to one (1) member. The Chair will be selected by the participant with the larger participating interest. Each participant will have the right to appoint alternative representatives who will represent such party should a representative of such party be unable to attend an Oversight Committee meeting.
At such time as either participant ceases to own at least a 10% participating interest, that participant will cease to be entitled to appoint any members to the Oversight Committee and its appointees then serving on the Committee will resign.
Approvals
A quorum at any meeting of the Oversight Committee will consist of at least one representative (or alternative representative) appointed by each participant. If a quorum is not present for a meeting, the meeting will be adjourned for 2 days or such shorter period as the participants may agree and quorum at such meeting will consist of at least one representative (or alternative representative) representing more than 50% of the participating interest. All questions before the Oversight Committee will be decided by a simple majority of the votes cast with representatives of each participant voting collectively in proportion to each participant’s interest; provided that the following matters will require a special majority of 90% approval:
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(i) material amendments to Joint Venture Agreement; and
(ii) admitting new participants in a manner that is dilutive to existing participants.
In the event of an even vote, the Chair will have a casting vote.
Meetings
Meetings of the Oversight Committee will be called on 7 days' notice by the Chair or on 7 days' notice by any other member of the Oversight Committee. All meetings will be either virtual or in person, and if in person, will be held in Toronto, Canada or such other location as agreed to by the members of the Oversight Committee.
Operator
Snow Lake will act as the Operator for so long as it has a majority participating interest in the Joint Venture. The Operator will have broad control of management and operations of the Joint Venture and will operate and supply services to the Property.
The Operator's obligations will be set out in the Joint Venture Agreement or a separate operator agreement and will include administrative and operational support. The Operator will operate the Joint Venture in accordance with international industry practice, its policies and procedures and in material compliance with law and in material compliance with the conditions of the license to the Property.
The Operator will provide the Oversight Committee with regular annual reporting updates. All financial reporting of the Joint Venture will be based on the fiscal year of the Operator.
The participants will severally indemnify the Operator for all losses incurred by the Operator (excluding indirect or consequential damages) other than as a result of the Operator's gross negligence or wilful misconduct.
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Budgets and Approvals
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The Operator will submit annually a program and budget for Oversight Committee approval. An approved program and budget will be authority for the Operator to undertake the activities specified in and incidental thereto and to incur on behalf of the participants the expenditures estimated in and incidental to thereto.
The Operator will be permitted to incur expenses not provided for in an approved program and budget if approved by the Operator in good faith (i) within a 10% buffer of the approved program and budget, (ii) in reasonable response to emergency or disaster, (iii) to meet legal or contractual obligations, or (iv) to protect or preserve Property assets.
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Production Decision
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The Oversight Committee will make the production decision.
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Funding
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If Snow Lake only exercises the First Stage Option, and does not exercise the Second Stage Option, then after the Formation Date, Snow Lake will be responsible for funding 100% of the costs and expenses of any approved program and budget for the Property until such time as it completes a positive definitive feasibility study (the "Study") on the Property.
If Snow Lake exercises the Second Stage Option, then Snow Lake will be responsible for funding 100% of costs and expenses any approved program and budget for the Property until such time as it completes a Study.
After completion of a Study, each of Snow Lake and ACME Lithium will be responsible for their pro-rata share of the costs and expenses of in accordance with their respective participating interests.
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Dilution
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Once both Snow Lake and ACME Lithium hold participating interests in the Joint Venture then, if a party does not wish to contribute to expenditures, or defaults in payment of their pro-rata share of expenditures, then such Party's participating interest in the Joint Venture will be reduced in accordance with an industry standard dilution formula.
Contributions to the Joint Venture will be as follows;
Snow Lake: Actual Expenditures
ACME Lithium: Deemed to be equal to its percentage interest in the Joint Venture multiplied by Snow Lake's actual Expenditures.
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Distributions
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The Oversight Committee will have responsibility for determining the distribution policy of the Joint Venture from time to time.
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Restrictions on Transfer
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Neither party will be entitled to transfer any portion of its participating interest without the prior consent of the other party.
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Right of First Refusal
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Each participant will grant a pro rata right of first refusal on its interest to the other participants.
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Default
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Customary non-funding events of default, including:
(i) material breaches of the representations and warranties of the participant or any material default in the performance of the participant's obligations or duties under the Joint Venture Agreement (other than a funding failure); and
(ii) insolvency, liquidation and winding up.
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Force Majeure
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Each participant and the Operator will be excused for failure to perform its obligations in the event of customary force majeure events. Notwithstanding the foregoing, a lack of finances or credit shall not be considered a force majeure nor will any force majeure suspend any obligation for the payment of additional contributions or other money due under the Joint Venture Agreement.
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Dispute Resolution
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Ontario arbitration provision to apply in the event of a dispute. Any arbitration proceeding will be held in Toronto, Canada and conducted in English.
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Compliance
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The Joint Venture will adopt compliance policies and standards, including an anti-corruption compliance framework, and the participants will be required to comply with these policies and standards in respect of the investment in, management of and dealings with or relating to the Joint Venture.
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Termination and Rehabilitation Costs
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The Joint Venture will be wound up in an orderly fashion following a determination by the Oversight Committee that mining operations should be wound down or the Property is otherwise no longer economically viable.
After commencement of commercial production, the Joint Venture will establish and fund a rehabilitation fund for the Property which the Operator will manage.
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