Preference Rights Lease Assignment Agreement dated October 6, 2014
EX-10.3 4 pocoexh10_3.htm PORT OF CALL ONLINE 8K, ASSIGNMENT OF LEASE pocoexh10_3.htm
Exhibit 10.3
ASSIGNMENT OF LEASE
This Assignment of Lease (the “Assignment”) is made and effective October 6, 2014,
| BETWEEN: | US Mine Corporation (the "Lessee/Assignor"), a company organized and existing under the laws of the State of Nevada, with its head office located at: |
| 3090 Boeing Road | |
| | Cameron Park, CA 95682 |
| AND: | Purebase, Inc., (the "Assignee"), a corporation organized and existing under the laws of the State of Nevada, with its head office located at: |
| | 3090 Boeing Road |
| | Cameron Park, CA 95682 |
FOR THE VALUE SET FORTH HEREIN, the undersigned Assignor hereby assigns, transfers and sets over to Assignee all rights, title and interest held by the Assignor in and to the BLM Preference Right Lease (the “Lease”) between the US Bureau of Land Management (as “Lessor”) and Rulco LLC (the “Original Lessee”) entered into on January 4, 2010 (Exhibit A) and as assigned by the Original Lessee to US Mine Corporation effective May 2, 2013 (Exhibit B).
| 1. | TERMS |
| | a. | The Assignor warrants and represents that the Lease is in full force and effect and all payments and obligation are current. The Assignor further warrants and represents that it is in full compliance with all term or conditions of the Lease and is not in default (whether declared or not) under the Lease. |
| | b. | The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the Lease including the future Lease Payments and Minimum Exploration Expenditures and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee. |
| | c. | The Assignor warrants that the Lease is without modification, and remains on the terms contained therein. |
| | d. | The Assignor further warrants that it has full right and authority to transfer said Lease and that the contract rights herein transferred are free of lien, encumbrance or adverse claim. Assignor as delivered to Assignee the Lessors’ consent to this assignment. |
| | e. | This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. |
| 2. | CONDITIONS TO ASSIGNMENT |
| | a. | The assignment of the Lease shall be conditional upon: (i) the Assignor’s payment of the Initial ($25,000) and the first four (2011-2014) Anniversary Lease Payments of $30,000 each; and (ii) the release of all existing third party liens on the Leased property. |
| | b. | The assignment of the Lease shall be further conditioned on approval of the US Bureau of Land Management. |
| 3. | LESSORS’ APPROVAL |
| | a. | The parties hereto acknowledge that the Lease does not, by its terms, provide for the assignment of the Lease and that any assignment requires approval by the BLM . However, by execution of this Assignment of Lease both Assignor and Assignee agree that this assignment shall be in full force and effect and legally binding on the parties hereto and is intended to transfer all rights, title and interest under the Lease to the Assignee. Furthermore, Assignor agrees to fully indemnify Assignee for any costs or expenses which may be incurred by Assignee in any action challenging the legality or effect of this assignment. |
IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above written.
| ASSIGNOR | ASSIGNEE | |||
| | | |||
| /s/ A.Scott Dockter | /s/ Todd Gauer | |||
| Authorized Signature | Authorized Signature | |||
| A.Scott Dockter, President | Todd Gauer, CFO | |||
| Print Name and Title | Print Name and Title |
"Exhibit A"
Preference Rights Lease Agreement between:
US Bureau of Land Management and Rulco LLC
“Exhibit B”
BLM Approval of Assignment to US Mine Corp. dated May 2, 2013
