Property Purchase Agreement between Geo Can Resources Company Limited and Kilimanjaro Mining Company, Inc dated May 5, 2009

Contract Categories: Business Finance - Purchase Agreements
EX-10.21 10 exhibit10-21.htm PROPERTY PURCHASE AGREEMENT BETWEEN GEO CAN RESOURCES COMPANY LIMITED AND KILIMANJARO MINING COMPANY, INC DATED MAY 5, 2009 Lake Victoria Mining Company, Inc.: Exhibit 10.21 - Filed by newsfilecorp.com

PROPERTY PURCHASE AGREEMENT
Dated for reference May 5 , 2009

BETWEEN:

Geo Can Resources Company Limited (“Geo Can”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at P.O. Box 80079, Dar es Salaam, United Republic of Tanzania.

(herein the “Seller”)
Of the First Part

AND:

Kilimanjaro Mining Company, Inc., a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A with a registered office located at 711 S. Carson Street, Carson City, Nevada 89701

(herein the “Purchaser”) Of the Second Part

WHEREAS:

R.1 The Seller owns (i) a 100%, or (ii) a partial interest, or (iii) an option interest in certain Prospecting Licenses, Primary Mining Licenses or Applications more particularly described on Schedule “A” attached hereto and forming part of this Agreement (herein the “Property”)
   
R.2 The Seller has agreed to sell its interest in each License comprising the Property to the Purchaser on the terms and conditions hereinafter agreed to.

NOW THEREFORE in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1
RECITALS

1.1 Recitals
   
  Recitals R.1 and R.2 above, are hereby adopted and form part of this Agreement.


ARTICLE 2
DEFINITIONS AND INTERPRETATION

2.1 Definitions

As used in this Agreement, the following words and phrases shall have the following meanings, respectively:

  (a)

Agreement” means this Property Purchase Agreement, including the schedules hereto, as the same may be supplemented or amended from time to time;

     
  (b)

Charter Documents” means the articles of incorporation, amendment and/or continuance, as the case may be, and by-laws and similar constating documents of a corporation;

     
  (c)

Closing” shall have the meaning ascribed thereto in Section 3.4 of this Agreement;

     
  (d)

Closing Date” shall have the meaning ascribed thereto in Section 3.4 of this Agreement or any other date mutually agreed to by the Purchaser and Seller;

     
  (e)

Closing Time” shall have the meaning ascribed thereto in Section 3.4 or such other time on the Closing Date as shall be mutually agreed to by the Seller Shareholders;

     
  (f)

“Dollars” means the currency of the United States;

     
  (g)

“Property” means the Seller’s interest in the Licenses described in Schedules A and B;

     
  (h)

“Purchase Price” means the cash and Purchaser’s shares described on Schedule B;

     
  (i)

“Schedule ” means”


  Schedule A: Description of Licenses and Seller’s Interest
     
  Schedule B: Seller’s Ownership in each license
     
  Schedule C: Purchase price and Copy of Releases
     
  Schedule D: Closing Date, time and location.
     
  Schedule E: Board of Directors Resolutions of the Seller and the Purchaser Accepting the Property Purchase Agreement

 

2.2

Entire Agreement

   

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof and thereof.

2



2.3

Knowledge

   

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it shall be deemed to refer to the actual knowledge of the Party after making inquiries of third parties or other Persons and, in the case of a corporate Party, inquiries as to the actual knowledge of appropriate directors and officers of such Party.

ARTICLE 3
PURCHASE AND SALE OF THE PROPERTY

3.1

Purchase and Sale of Property

     

Upon and subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase and acquire from the Seller, and the Seller hereby agrees to sell, transfer, assign and set over to the Purchaser, the Property for the purchase price described in 3.2 below.

     
3.2

Purchase Price

     

The Parties hereby agree that the purchase price (consideration) for the transaction of purchase and sale contemplated in subsection 2.1(a) shall be, satisfied by the forgiveness of cash previously advanced by the Purchaser to the Seller, retention of shares by the Purchaser previously issued by assignment of the Seller and the issue of shares of the Purchaser to the Seller, all of which are more particularly described on Schedule C.

     
3.3

Instruments of Transfer

     
(a)

The Seller shall deliver to the Purchaser, at the Closing Date, assignments in registrable form of the Seller’s interest in Licenses not under Option, in form and substance satisfactory to the Purchaser and its legal counsel, in order to effectively vest in the Purchaser, all right, title and interest in and to the Licenses comprising the Property. From time to time after the Closing Date, and without further consideration, the Seller will execute and deliver such other instruments of transfer and take such other actions as Purchaser may reasonably request in order to more effectively transfer the Property to the Purchaser.

     
(b)

The Purchaser shall deliver to Seller, at the Closing Date, the Purchaser’s share certificates, registered to the Seller in the amounts described on Schedule C.

     
3.4

Closing

     

The closing (“Closing”) of the purchase and sale of the Seller Shares shall take place at the offices of the Seller, at the location, time and date which are more specifically described in Schedule “D” attached hereto and forming part of this Agreement or at such other time and place as may be agreed to by the Seller and Purchaser.

3



3.5

Closing Documents

At Closing:

  3.5.1 The Seller shall deliver (if not previously delivered)

  A.

For each License in which the Seller has an Option to acquire an interest, a copy of the Option Agreement and confirmation of outstanding Option terms; and a copy of the Notice of Assignment of the Seller’s interest to be delivered to the Optionor.

     
  B.

For each License in which the Seller has a partial interest, a copy of any participation or joint venture agreement with the other parties holding a partial interest in the License.

     
  C.

A release in favour of the Purchaser regarding shares that the Seller had previously assigned to the Purchaser, more completely described in Schedule C.


  3.5.2

The Purchaser shall deliver a release in favour of the Seller of the loan of $1,500,000 and a share certificate for 5,051,250 shares of the Purchaser registered to the Seller, more completely described in Schedule C.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of the Seller

   

The Seller severally represents and warrants to the Purchaser with respect to himself or itself, as follows:


  (a)

The Seller has all requisite power and authority to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith;

     
  (b)

When executed and delivered by the Seller, this Agreement shall constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;

     
  (c)

Schedule A to this Agreement accurately and completely sets forth a description of the Property;

     
  (d)

Schedule B to this Agreement accurately and completely sets forth the Seller’s interest in each License comprising the Property;

     
  (e)

Schedule C to this Agreement accurately and completely sets forth the Purchase Price and copies of the Seller and Purchaser’s Releases;

     
  (f)

There are no undisclosed parties who have a beneficial interest in the Seller’s interest in each License;

4



  (g)

The Purchaser has obtained independent legal counsel and has confirmed it understands and agrees to the terms of this Agreement;

     
  (h)

The Seller has and will transfer to the Purchaser, good and marketable title its particular interest in each License comprising the Property free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.


4.2

Representations and Warranties of the Purchaser

   

Purchaser represents and warrants to the Seller that Purchaser has the corporate power and authority to enter into this Agreement and to carry out the intent and purpose thereof and this Agreement constitutes the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms;

   
4.3

Nature and Survival of Representations

   

All representations, warranties, covenants and agreements contained in this Agreement and in any document or instrument executed and delivered in connection with the completion of the transaction contemplated hereby on the part of each of the Parties shall survive the Closing Time, the execution and delivery hereunder of any instruments of conveyance, assignments or other instruments of transfer of title to the Property and the issuance of any securities as contemplated under this Agreement shall continue in full force and effect from and after the Closing Date forever.

ARTICLE 5
GENERAL

5.1

Notices

   

All notices which may or are required to be given pursuant to any provisions of this Agreement shall be given or made in writing as follows:

In the case of the Seller:
Geo Can Resources Company Limited
Address: P.O. Box 80079, Dar es Salaam, Tanzania Fax No.: 1 ###-###-####
Attention: David Kalenuik
Email: ***@***

with a copy to:

Joanne McClusky
Suite 810 - 675 Hastings Street West
Vancouver, British Columbia V6B 3H7
Fax No.:(604) 684-2349

5



  In the case of the Purchaser:
  Address: 711 S. Carson Street,
  Carson City, Nevada USA 89701
  Fax No.: 1 ###-###-####
  Attention: Heidi Kalenuik
  Email: ***@***

The Parties may change their respective addresses for notices by notice given in the manner set out in this Section 5.1. Any such notice or other communication shall be in writing and, unless delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, shall be given by facsimile and shall be deemed to have been given when: (i) in the case of a notice delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, when so delivered; and (ii) in the case of a notice delivered or given by facsimile, on the first business day following the day on which it is sent.

   
5.2

Successors and Assigns

   

Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

   
5.3

Severability

   

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or the other documents.

   
5.4

Counterparts

   

This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one and the same agreement.

   
5.5

Governing Law

   

This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada, United States of America and shall be treated in all respects as a State of Nevada contract, and each Party hereby irrevocably and unconditionally submits to the non- exclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. The Parties irrevocably waive any objection that they now or hereafter have that any action or proceeding has been brought in an inconvenient forum.

               IN WITNESS WHEREOF, each of the parties to this Agreement has executed or caused this Agreement to be executed as of the date first above written.

6


GEO CAN RESOURCES COMPANY LIMITED
By its authorized signatory:

Per: /s/David Kalenuik      
       David Kalenuik, President

KILIMANJARO MINING COMPANY, INC.
By its authorized signatory:

Per: /s/Heidi Kalenuik        
       Heidi Kalenuik, President

7


SCHEDULE A

List of Licenses comprising the Property
Part 1 - Gold License Prospects

 


LICENSE
SNo
NO

PROJECT NAME
Transferred

To
Renewal
Application
No.
Fresh
Appication
No.

(SqKm)

Comments

PROSPECT

DISTRICT
                   

1
PL
2806/2004

GEITA

Geo Can
HQ-
G15190



21.59



Geita

Geita











HQ-
P17022

20.85
Offer is out,
waiting for
License




                   

2
PL

4511/2007
MUSOMA BUNDA
MURANGI

Geo Can





51.63



Masinono

Musoma

3
PL

4653/2007
MUSOMA BUNDA
MURANGI/Kinyambwiga

Geo Can





30.73



Kinyambwiga

Musoma



4




PL
3482/2005



MUSOMA BUNDA
MURANGI




Geo Can




HQ-
G15670










23.25


Offer is out,
waiting for
License,
anticipate
change in
size & rent



Murangi





Musoma












HQ-
P19172

12.14
Offer is not
out





5
PL
4818/2007
MUSOMA BUNDA
MURANGI

Geo Can





29.11



Murangi

Musoma

6
PL

4815/2007
MUSOMA BUNDA
MURANGI

Geo Can





21.99



Murangi

Musoma


7


PL
3350/2005

MUSOMA BUNDA
MURANGI


Geo Can


HQ-

G15539






30.55

Offer is not
out,
anticipate
change in
size & rent


Suguti



Musoma











HQ-
P18625

15.27
Offer is not
out





8
PL
3966/2006
MUSOMA BUNDA
MURANGI

Geo Can





72.57



Suguti

Musoma




9






PL
1880/2002





MUSOMA BUNDA
MURANGI






Geo Can























30.31



Expired -
applied
under fresh
application
for 100%;
waiting for
Application
number




Murangi







Musoma





10


PL
3502/2005

MUSOMA BUNDA
MURANGI


Geo Can


HQ-
G15635






21.98

Offer is not
out,
anticipate
change in
size & rent


Murangi



Musoma











HQ-
P19090

10.99
Offer is not
out





11
PL
5122/2008
MUSOMA BUNDA
MURANGI

Tan Geo





15.2



Suguti

Musoma
                   

12
PL
4531/2007

UYOWA

Geo Can





95



Uyowa

Urambo

8





13


PL
3425/2005


UYOWA

 Geo Can

HQ-
G15593
 

170.33

Offer is not
out,
anticipate
change in
size & rent


Uyowa



Uyowa







   HQ-
P18861

85.17
Offer is not
out





14

HQ-P16177

UYOWA
 Geo Can

 
170.92
Waiting for
PL Number

Uyowa

Urambo

15
PL
5009/2008

UYOWA
 Geo Can

 
244.32



Uyowa

Urambo

16
PL
4749/2007

UYOWA
 Tan Geo

 
34.24


Kisimani
River and
Iseramigasi

Urambo

17
PL
5153/2008

UYOWA
 Geo Can

 
134.96



Uyowa

Uyowa



18




PL
3557/2005




UYOWA


 Geo Can





 





Missed
renewal
date.
Applied as
100% Fresh
application



Igwisi





Uyowa








  HQ-
P19113  

171.1
Offer is not

out








19






PLR
4188/2006






KAHAMA SOUTH



 Geo Can



HQ-
G15842


 



184



100%
renewal.
There will
be changes
as it is for a
PL. Offer
not out.



Kahama
South






Kahama






20




PLR
4189/2006




KAHAMA SOUTH


 Geo Can


HQ-
G15841

 


61.09


100%
renewal.
There will
be changes
as it is for a
PL. Offer
not out.



Kahama





Kahama


                   


21


PL
2344/2003


BUHEMBA

 Tan Geo

HQ-
G15741
 

20.74

Offer is not
out,
anticipate
change in
size & rent


Nyanza



Musoma







  HQ-
P19452  

9.25
Offer is not
out




22 PL4892/2007 BUHEMBA Tan Geo     19.96   Nyagubu Musoma

23
PL
2979/2005

BUHEMBA
 Geo Can
HQ-
G15354
 
68



Bunda South

Bunda






   
HQ-
P17507

34.92
Offer is out,
waiting for
License





24
PL
4882/2007
TARIME
NORTH MARA
 Tan Geo

 
61.51



Tarime
Nyagisa/
Tarime

25
PL
2677/2004
TARIME
NORTH MARA
 Tan Geo

 
77.91



Tarime

Tarime



26




PL
3340/2005



TARIME
NORTH MARA

 Geo Can


HQ-
G15540

 


194.56


Offer is out,
waiting for
License,
anticipate
change in
size & rent



Ikoma





Tarime


9











HQ-
P18623


93.38
Offer is out,
waiting for
License







27



PL

3341/2005


TARIME

NORTH MARA
Geo Can



HQ-
G15542








51.25

Offer is not

out,
anticipate
change in
size & rent



Utegi




Tarime










HQ-
P18622

25.63
Offer is not

out







28



PL

3339/2005


TARIME

NORTH MARA
Geo Can


HQ-
G15541








3.57

Offer is not

out,
anticipate
change in
size & rent



Tarime




Tarime









HQ-
P18621



1.79
Offer is not

out










29










PL

3005/2005









TARIME
NORTH MARA




Tan Geo







HQ-
G15362






















42.72





Only
applied for
renewal
(50% of
original 85
sq.km.)

Original
owner,
R.S.R.
applied for
fresh
application.






Tarime










Mara

Tarime





30
PL
4225/2007
TARIME
NORTH MARA
Geo Can




42.35



Kiagata

Musoma

31
PL
4873/2007
TARIME
NORTH MARA
Tan Geo




40.97



Tarime

Tarime
                 

32
PL
3355/2005
NORTH MARA
NYABIGENA EAST
Geo Can




24.06


Nyamwanga/

Nyamongo

Tarime

33
PL
4645/2007
NORTH MARA
NYABIGENA EAST
Geo Can




16.9



Tarime

Tarime
                   


34


PL
3338/2005


KUBAISI-KISERYA

GeoCan

HQ-
G15538






25.52

Offer is not
out,
anticipate
change in
size & rent


Kubaisi



Musoma







HQ-
P18620

12.76
Offer is not

out





35
PL
4726/2007

KUBAISI-KISERYA
GeoCan




106.29



Tarime

Tarime

36
PL
4833/2007

KUBAISI-KISERYA
Tan Geo




27.34


Kiterere

Hills
Tarime &

Serengeti


37


PL
3439/2005

KAHAMA
SHINYANGA
Geo Can

HQ-
G15592






47.74

Offer is not
out,
anticipate
change in
size & rent


Wendele



Kahama







HQ-P
18860

23.87
Offer is not

out




                   



38




PL
2747/2004




KALEMELA


Geo Can


HQ-
G15188










63.71


Offer is out,
waiting for
License,

anticipate
change in
size & rent



Magu





Magu


10











HQ-
P16882


36.31
Offer is out,
waiting for
License






39



PL
2910/2004


KALEMELA






HQ-
Geo Can
G15189






76.81

Offer is not
out,
anticipate
change in
size & rent


Bunda South



Mara









HQ-
P17306

39
Offer is not
out







40





PL
3006/2005




KALEMELA










HQ-
Geo Can
G15365










113.31


Offer is out,
waiting for
License,
anticipate
change in
size & rent



Bunda





Mara










HQ-
P17617

56.74
Offer is out,
waiting for
License




                   

41

PL
5469/2008

IGUSULE

Geo Can





23.01



Igusule East
Igusule
East

42

PL
2702/2004

IGUSULE

Geo Can





23.01



Igusule

Igusule
                   


LICENSES
THAT
EXPIRED
ASSOCIATED FRESH
APPLICATIONS:















PL
3557/2005
HQ-P19113








PL
2309/2003

HQ-P19149








PL
3311/2005
HQ-P19000







Part 2 – Uranium Licenses Prospects


SNo LICENSE NO PROJECT NAME RENEWAL APPLIC. NO FRESH APPLIC. NO. TRANSFERRED TO PROSPECT AREA (SqKm) COMMENTS
1 PLR 4433/2007 MBINGA     Geo Can Mbinga 1101 Expires MAY 7/09
2 PLR 4335/2007 MBINGA     Geo Can Litembo 462.5 Expires MAY 7/09
3 PL 4254/2007 MBINGA     Geo Can Pulambili, Mbinga 197.5
4 PLR 4345/2007 MBINGA     Geo Can Mbinga 980 Expires MAY 7/09
5 PLR 4346/2007 MBINGA     Geo Can Mbinga 307.1 Expires MAY 23/09
6 PL 4651/2007 KIWIRA     Geo Can Makete 173 Expires SEPT 17/09
7 PL 4406/2007 KIWIRA     Geo Can Chunya/ Mbeya 101.6
8 PL 4514/2007 KIWIRA     Geo Can Kyela 139.6  
9 PL 4211/2007 BAHI     Tan Geo Bahi 87.64  

11



10 PLR 4297/2007 NJOMBE HQ-G 15934 HQ -P 20180 Geo Can Njombe 282.2  
11 PL 4068/2007 LAKE RUKWA HQ-G 15882 HQ-P 19941 Geo Can Chunya/ Mbeya 268.8  
12 PLR 4692/2007 MKUJU EAST     Geo Can LIWALE 423.5 Expires SEPT 16/09
13 PLR 4644/2007 MKUJU EAST     Geo Can Madaba North 672.79 Expires AUG 5/09
14 PL 4339/2007 (LAKE VIC) BAHI – HOMBOLO     Geo Can Bahi    

Note: Properties/Licenses listed on Part 1 as 11, 16, 21, 22, 24, 25, 29, 31 and 36 and Part 2 as 9 are titled in the name of Tan Geo Exploration Limited and Geo Can Resources Company Limited has an Option to Purchase Property Agreement to acquire up to100% ownership in each of them according to the terms and conditions of the agreement.
PL2747, 3006, 2910, 4339, 2702, 5469, 2806 and 4653 are under an Option agreement with Lake Victoria Mining Company.

12


SCHEDULE B

Seller’s interest in each License

Seller holds 100% ownership interest in all licenses listed on Schedule A, directly or indirectly. It should be noted that PL2747, 3006, 2910, 4339, 2702, 5469, 2806 and 4653 are under an Option agreement with Lake Victoria Mining Company.


SCHEDULE C

PURCHASE PRICE

1.

Forgiveness by the Purchaser of prior loans to the Seller in the principal amount of US$1,500,000 including any unpaid interest to the date of Closing.

   
2.

Purchaser to retain 6,350,300 restricted common shares of Lake Victoria Mining Company (LVCA:OTCBB) previously issued to the Purchaser by assignment of the Seller in regard to option agreements that the Seller entered into between itself and Lake Victoria Mining Company, Inc.

   
3.

The delivery at Closing of 5,176,250 treasury shares of the Purchaser at a deemed price of $0.05

RELEASE FOR THE SELLER:

May 05, 2009

Re: Release in favour of the Seller, Geo Can Resources Company Limited, for $1,500,000 loan amount advanced by Kilimanjaro.

For good and valuable consideration, the receipt of which is hereby acknowledged within the Property Purchase Agreement dated May 05, 2009, Schedule A and C, Kilimanjaro Mining Company, Inc. (“the Releasor”), a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A., with a registered office located at 711 S. Carson Street, Carson City, Nevada 89701, does release Geo Can Resources Company Limited, (“the Releasee”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at P.O. Box 80079, Dar es Salaam, United Republic of Tanzania, for any and all claims that the Releasor may have against the Releasee for the loan amount of $1,500,000 that has been advanced to the Releasee by the Releasor between 2007 and 2009.

The Releasor has executed or caused this Release to be executed as of the date above.

KILIMANJARO MINING COMPANY, INC.
By its authorized signatory:

Per: /s/Heidi Kalenuik
       Heidi Kalenuik, President


SCHEDULE C (cont’d)

RELEASE FOR PURCHASER:

May 05, 2009

Re: Release in favour of the Purchaser, Kilimanjaro Mining Company, Inc. for shares previously assigned by Geo Can.

For good and valuable consideration, the receipt of which is hereby acknowledged within the Property Purchase Agreement dated May 05, 2009 in Schedule C, Geo Can Resources Company Limited (“the Releasor”), a corporation incorporated and existing pursuant to the laws of Tanzania with a registered office located at P.O. Box 80079, Dar es Salaam, United Republic of Tanzania, does release Kilimanjaro Mining Company, Inc., (“the Releasee”) a corporation incorporated and existing pursuant to the laws of the State of Nevada, U.S.A., with a registered office located at 711 S. Carson Street, Carson City, Nevada 89701, for any and all claims that the Releasor may have against the Releasee for the 6,450,300 Lake Victoria Mining Company, Inc. that the Releasor previously assigned to the Releasee and that the Releasee holds as of the date of this release.

The Releasor has executed or caused this Release to be executed as of the date above.

GEO CAN RESOURCES COMPANY LIMITED
By its authorized signatory:

Per: /s/David Kalenuik
        David Kalenuik, President

15


SCHEDULE D
CLOSING DETAILS

Closing Date:     May 5, 2009

Location:             Vancouver, B.C.

Time:                    1 PM PST

Date:

16


SCHEDULE E

BOARD OF DIRECTORS RESOLUTIONS
ACCEPTING THE PROPERTY PURCHASE AGREEMENT