Property Assignment and Acquisition Agreement, dated February 3, 2011

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EX-10.1 2 exhibit10-1.htm PROPERTY ASSIGNMENT AND ACQUISITION AGREEMENT, DATED FEBRUARY 3, 2011 New America Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

AGREEMENT

THIS AGREEMENT made as of February 3, 2011

AMONG:

GEOXPLOR CORP., a corporation incorporated under the laws of Nevada and having an office at 3655 West Anthem Way, Anthem, Arizona, 85086

("GeoXplor")

AND:

FIRST LIBERTY POWER CORP., a corporation incorporated under the laws of Nevada and having an office at Suite 300, 7251 W. Lake Mead Blvd., Las Vegas, NV, 89128

("FLPC")

AND:

NEW AMERICA ENERGY CORP., a corporation incorporated under the laws of Nevada and having an office at 5614C Burbank Road SE, Calgary, Alberta, T2H 1Z4, Canada

("NECA")

WHEREAS:

A.

GeoXplor and FLPC are parties to an option agreement dated December 24, 2009 (the “Original Property Agreement”) pursuant to which GeoXplor granted FLPC an option to acquire a 100% interest in certain unpatented mining claims in San Juan County, Utah, more particularly described in Exhibit “A” attached hereto (the “Property”);

   
B.

FLPC wishes to transfer its rights in the Original Property Agreement and the Property to NECA in accordance with the terms of this Agreement and to supersede the Original Property Agreement and substitute therefore a new agreement between GeoXplor and NECA in the form attached hereto as Exhibit “B” (the “Option Agreement”); and

   
C.

Subject to the completion of the obligations of NECA under this Agreement, GeoXplor and FLPC wish to cancel the Original Property Agreement with no further obligations to either party thereunder and substitute therefore the terms of the Option Agreement which will control the rights between the parties hereto.

NOW THEREFORE in consideration of the premises and mutual covenants and agreements herein contained, the parties agree as follows:

SECTION 1. - INTERPRETATION

1.1

Definitions. In this Agreement:

     
(a)

"Mineral Exploration and Development Testing" shall include those activities that NECA, in its sole judgment and discretion, may deem advisable for the purpose of ascertaining any facts relating to the occurrence, nature and extent of Vanadium & Uranium and related Vanadium & Uranium compounds or mineralization in and under the Property and the metallurgical and physical properties of such minerals; including, but not limited to, surface trenching, excavations, geophysical and geochemical surveys, drilling, the sinking of shafts for bulk sampling, and further including the right to use the surface for access, to place and use facilities on the surface and to use water and other surface resources that may be useful or convenient in connection with such activities. Mineral Exploration and Development Testing shall specifically include such testing as may be required for filings with any applicable stock exchange.


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  (b)

“Shares” means fully paid and non-assessable common shares in the capital of NECA, issued pursuant to exemptions from registration and prospectus requirements contained in the United States Securities Act of 1933 and the rules and regulations promulgated thereunder, which Shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws.

     
  (c)

“Dollar(s)” or “$” shall mean currency of the United States.

SECTION 2. - REPRESENTATIONS AND WARRANTIES

2.1

NECA hereby represents and warrants to FLPC and GeoXplor that:

       
(a)

it is a corporation duly incorporated and organized and validly existing under the State of Nevada;

       
(b)

it has full corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and is qualified to carry on business in its jurisdiction of incorporation;

       
(c)

it has been duly authorized to enter into, and to carry out its obligations under, this Agreement and no obligation of it in this Agreement conflicts with or will result in the breach of any term in:

       
(i)

its notice of articles or articles; or

       
(ii)

any other agreement to which it is a party.

       
2.2

FLPC hereby represents and warrants to NECA and GeoXplor that:

       
(a)

it is a corporation duly incorporated and organized and validly existing under the State of Nevada;

       
(b)

it has full corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and is qualified to carry on business in its jurisdiction of incorporation;

       
(c)

it has been duly authorized to enter into, and to carry out its obligations under, this Agreement and no obligation of it in this Agreement conflicts with or will result in the breach of any term in:


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  (i)

its notice of articles or articles; or

     
  (ii)

any other agreement to which it is a party.


  (d)

FLPC represents and warrants to NECA that it is an “accredited” investor as that term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended, and acknowledges and agrees that the Shares will be issued in accordance with all applicable securities laws and will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is FLPC’s responsibility to determine what those hold periods and restrictions are before selling or otherwise transferring any Shares.


2.3

GeoXplor hereby represents and warrants to NECA and FLPC that:

       
(a)

it is a corporation duly incorporated and organized and validly existing under the State of Nevada;

       
(b)

it has full corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and is qualified to carry on business in its jurisdiction of incorporation;

       
(c)

it has been duly authorized to enter into, and to carry out its obligations under, this Agreement and no obligation of it in this Agreement conflicts with or will result in the breach of any term in:

       
(iii)

its notice of articles or articles; or

       
(iv)

any other agreement to which it is a party.

2.4      Each party's representations and warranties set out above will be relied on by the other party in entering into the Agreement and shall survive the execution and delivery of the Agreement. Each Party shall indemnify and hold harmless the other party for any loss, cost, expense, claim or damage, including legal fees and disbursements, suffered or incurred by the other party at any time as a result of any misrepresentation or breach of warranty arising under the Agreement.

SECTION 3. – GRANT AND PAYMENTS

3.1      FLPC, with the consent of GeoXplor, hereby grants to NECA the sole and exclusive option to acquire (subject to the paramount title of the United States) all of FLPC right, title and interest in the Property, and GeoXplor hereby grants to NECA those rights more particularly described in the Option Agreement.

3.2      In consideration of the transfer of the rights to the Option by FLPC, NECA will pay FLPC the following amounts:

  (a)

$10,000 on the execution of this Agreement;

     
  (b)

$33,333 within 120 days of the execution of this Agreement;

     
  (c)

$33,333 within 240 days of the execution of this Agreement; and


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  (d)

$33,334 within 360 days of the execution of this Agreement.

3.3      As additional consideration, NECA shall (1) issue 500,000 shares of its common stock to FLPC (the “Shares”), subject to such conditions as may be imposed by the rules and regulations of the United States Securities and Exchange Commission, and shall deliver a certificate of such shares to FLPC within ________ days from and after the execution of this Agreement and (2) convey to FLPC a one-half of one percent (0.5%) Net Value Royalty, as defined in the attached Option Agreement, at such time as it completes its obligations under this Agreement and the Option Agreement.

3.4      NECA will have the right to terminate this Agreement at any time up to the date of the final payment by giving notice in writing of such termination to FLPC, and in the event of such termination, this Agreement and the Option Agreement will be of no further force and effect and the Original Agreement shall control the rights and obligations between FLPC and GeoXplor.

3.5      GeoXplor hereby waives its rights under Section 2(c)(3) of the Original Property Agreement; provided, however, if NECA does not complete its obligations under this Agreement and the Original Agreement controls as provided in Section 3.4, the provisions of Section 2(c)(3) and all other provisions of the Original Agreement shall apply.

SECTION 4. - CONFIDENTIALITY

4.1      All matters concerning the execution and contents of this Agreement and the Property shall be treated as and kept confidential by the parties and there shall be no public release of any information concerning the Property, except as required by applicable securities laws, the rules of any stock exchange on which a party's shares are listed or other applicable laws or regulations, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the parties are entitled to disclose confidential information to prospective investors or lenders, who shall be required to keep all such confidential information confidential.

SECTION 5. - TERMINATION

5.1      In addition to any other termination provisions contained in this Agreement, this Agreement and the Option Agreement shall terminate if NECA should be in default in performing any requirement herein set forth and has failed to cure such default within 30 days after the receipt of a notice of default by GeoXplor. If any default exists under the terms of the Original Agreement during the term of this Agreement, in addition to any notice provided by GeoXplor to FLPC, notice shall be provided to NECA.

SECTION 6 - OPERATOR

6.1      During the term of this Agreement, GeoXplor shall be the operator for purposes of developing and executing exploration programs on the Property under budgets and plans of operation developed with the participation of NECA.

SECTION 7 - GENERAL

7.1      Assignment. Any assignment of any rights under this Agreement, the Option Agreement or in the Property shall be effected by delivering notice to that effect to the other parties provided the assignee agrees in writing to be bound by the terms of this Agreement and the Option Agreement. No party shall be entitled to assign this Agreement or any rights hereunder in the Property without the prior written consent of the other party, such consent not to be unreasonably withheld. For greater certainty, nothing herein shall prevent any party from entering into any corporate reorganization, merger, amalgamation, takeover bid, plan of arrangement, or any other such corporate transaction which has the effect of, directly or indirectly, selling, assigning, transferring, or otherwise disposing of all or a part of the rights under this Agreement to a purchaser.

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7.2      Binding. This Agreement inures to the benefit of and binds the parties and their respective successors and permitted assigns.

7.3      Further Assurances. Each party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary or desirable to give effect to the terms and intent of this Agreement.

7.4      Amendment. No amendment, supplement or restatement of any term of this Agreement is binding unless it is in writing and signed by both parties.

7.5      Notice. Any notice or other communication required or permitted to be given under this Agreement must be in writing and shall be effectively given if delivered personally or by overnight courier or if sent by fax, addressed in the case of notice to Aldrin, Ryanwood or Universal, as the case may be, to its address set out on the first page of this Agreement. Any notice or other communication so given is deemed conclusively to have been given and received on the day of delivery when so personally delivered, on the day following the sending thereof by overnight courier.

7.6      Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall constitute one and the same agreement.

7.7      Severability. If any term of this Agreement is or becomes illegal, invalid or unenforceable, that term shall not affect the legality, validity or enforceability of the remaining terms of this Agreement.

7.8      Schedules. The schedules referenced herein and attached to this Agreement, are incorporated into and form part of this Agreement.

7.9      Time. Time is of the essence of this Agreement.

7.10    Governing Law. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Nevada.

7.11    Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal.

(END OF PAGE)

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The parties hereto intending to be legally bound have executed this Agreement as of the date and year first written above.

GEOXPLOR CORP.

Per:   /s/ Clive Ashworth                                                   
               Authorized Signatory

FIRST LIBERTY POWER CORP.


Per:   /s/ Donald Nicholson                                              
                Authorized Signatory

NEW AMERICA ENERGY CORP.


Per:  /s/ Rick Walchuk                                                      
              Authorized Signatory

Exhibit “A”
Description of Property

          The “Property” subject to the forgoing Agreement consists of the following unpatented lode mining claims situated in San Juan County, Utah, the names of which, the serial number assigned by the Utah State Office of the Bureau of Land Management, the situs of the claims on the ground according to the public land survey system and the place of record of the location notice thereof in the official records of San Juan County, are as follows:

Claim Name BLM Serial No. Township Range Section  County Record
FM 1 UMC 378055 28 South 25 East 25  
FM 2 UMC 378056 28 South 25 East 25  
FM 3 UMC 378057 28 South 25 East 25  
FM 4 UMC 378058 28 South 25 East 25  
FM 5 UMC 378059 28 South 25 East 25  
FM 6 UMC 378060 28 South 25 East 25  
FM 7 UMC 378061 28 South 25 East 25  
FM 8 UMC 378062 28 South 25 East 25  
FM 9 UMC 378063 28 South 25 East 25  
FM 10 UMC 378064 28 South 25 East 25  
FM11 UMC 378065 28 South 25 East 25  
FM12 UMC 378066 28 South 25 East 25  
FM 13 UMC 378067 28 South 25 East 25  
FM 15 UMC 378069 28 South 25 East 25  
FM 17 UMC 378071 28 South 25 East 25  
FM 19 UMC 378073 28 South 25 East 25  
FM 21 UMC 378075 28 South 25 East 25  
FM 23 UMC 378077 28 South 25 East 25  
FM 25 UMC 378079 28 South 25 East 25  
           
FIRE 14 UMC 380829 28 South 25 East 25  
FIRE 16 UMC 380830 28 South 25 East 25  
FIRE 18 UMC 380831 28 South 25 East 25  
FIRE 20 UMC 380832 28 South 25 East 25  
FIRE 22 UMC 380833 28 South 25 East 25  
FIRE 24 UMC 380834 28 South 25 East 25  
FIRE 26 UMC 380835 28 South 25 East 25  
FIRE 40 UMC 381077 28 South 25 East 25  
           
FP 2 UMC 391722 28 South 25 East 25  
FP 3 UMC391723 28 South 25 East 25  
FP 4 UMC 391724 28 South 25 East 25  
FP 6 UMC 391725 28 South 25 East 25  
FP 8 UMC 391726 28 South 25 East 25  
           
FM 59 UMC 386212 28 South 25 East 26  
FM 60 UMC 386213 28 South 25 East 26  


Claim Name BLM Serial No. Township Range Section  County Record
FM 61 UMC386214 28 South 25 East 26  
FM 62 UMC 386215 28 South 25 East 26  
FM 63 UMC 386216 28 South 25 East 26  
FM 64 UMC 386217 28 South 25 East 26  
FM 65 UMC 386218 28 South 25 East 26  
FM 67 UMC 391170 28 South 25 East 26  
FM 69 UMC 391171 28 South 25 East 26  
FM 71 UMC 391172 28 South 25 East 26  
FM 73 UMC 391173 28 South 25 East 26  
FM 75 UMC 391174 28 South 25 East 26  
FM 77 UMC 391175 28 South 25 East 26  
FM 79 UMC 391176 28 South 25 East 26  
FM 81 UMC 391177 28 South 25 East 26  
FM 66 UMC 386219 28 South 25 East 23  
FM 68 UMC 386221 28 South 25 East 23  
FM 70 UMC 386223 28 South 25 East 23  
FM 72 UMC 386225 28 South 25 East 23  
FM 74 UMC 386227 28 South 25 East 23  
FM 76 UMC 386229 28 South 25 East 23  
FM 78 UMC 386231 28 South 25 East 23  
FM 80 UMC 386233 28 South 25 East 23  
FM 82 UMC 391178 28 South 25 East 23  
           
UV 1 UMC 409924 28 South 25 East 23  
UV 7 UMC 409930 28 South 25 East 23  
UV 8 UMC 409931 28 South 25 East 23  
UV 9 UMC 409932 28 South 25 East 23  
UV10    UMC409933 28 South 25 East 23  
UV 11    UMC409934 28 South 25 East 23  
UV 12 UMC 409935 28 South 25 East 23  
UV 13 UMC 409936 28 South 25 East 23  
UV 14 UMC 409937 28 South 25 East 23  
UV15 UMC 409938 28 South 25 East 26  
UV 16 UMC 409939 28 South 25 East 26  
UV 17 UMC 409940 28 South 25 East 26  
UV 18 UMC 409941 28 South 25 East 26  
UV 19 UMC 409942 28 South 25 East 26  
UV 20 UMC 409943 28 South 25 East 26  
UV 21 UMC 409944 28 South 25 East 26  
           
FP 67 UMC 391728 28 South 25 East 24  
FP 69 UMC 391729 28 South 25 East 24  
FP 71 UMC 391730 28 South 25 East 24  
FP 73 UMC 391731 28 South 25 East 24  
FP 75 UMC 391732 28 South 25 East 24  


Claim Name BLM Serial No. Township Range Section County Record
FP 77 UMC 391733 28 South 25 East 24  
FP 79 UMC 391734 28 South 25 East 24  
FP 81 UMC 391735 28 South 25 East 24  
FP 83 UMC 391736 28 South 25 East 24  
FP 85 UMC 391737 28 South 25 East 24  

EXHIBIT “B”
Option Agreement