영문 채굴권 판매 계약서

 

SALE OF MINING RIGHTS AGREEMENT

문서서식포탈비즈폼

 

 

 

 

BY

 

○○○ JOINT VENTURE

 

AND

 

○○○ & EXPLORATION COMPANY LIMITED

 

 

 

1 INTERPRETATION

 

 

2. PREAMBLE

 

 

3. CONSIDERATION FOR SALE OF MINING RIGHTS

 

 

4. TERMS & CONDITIONS OF SALE OF MINING RIGHTS

 

 

5. DISPUTE RESOLUTION

 

 

6. DOMICILIA AND NOTICES

 

 

7. GENERAL

 

 

8. COSTS

 

1. INTERPRETATION

 

In this agreement, unless the context clearly indicates a contrary intention, the words and phrases listed below and their cognates, shall bear the following meanings:

 

1.1 “business day” means any day of the week other than a Saturday, Sunday or public holiday;

 

1.2 “effective date” means the date on which □□□□ issues ○○○○ with the share certificate relating to the □□□□ shares;

 

1.3 “○○○” means ○○○○ JOINT VENTURE, a joint venture established in accordance with the company laws of the Republic of South Africa;

 

1.4 “○○○” means ○○○ & Exploration Company Limited, registration number 0000/000000/00, a public company incorporated in accordance with the laws of the Republic of South Africa having its registered office at 3rd Floor, 00 000 Street, 0000, the shares of which are quoted on the △△△△ Stock Exchange;

 

1.5 “○○○ shares” means the shares to be issued by ○○○ to ○○○ in terms of clause 3 below;

 

1.6 an ｅxpression, which denotes any gender, includes the other genders, a natural person includes an artificial person and  vice versa and the singular includes the plural and vice versa.

 

2. PREAMBLE

 

2.1 ○○○ owns a 00% interest in the △△△ alluvial diamond licence situated in the △△△ Province of ○○○ and ○○○ has agreed to sell to ○○○ or nominee, the interest in △△△ in return for the payment by ○○○ of the consideration referred to in clause 3. The parties wish to record the terms and conditions of their agreement as they hereby do.

 

3. CONSIDERATION FOR SALE OF MINING RIGHTS

 

○○○ shall issue to ○○○ 0,000,000 ordinary ○○○ shares, in respect of payment of the consideration, which shares shall be delivered to ○○○ within 10 (ten) business days of the date of signature of this agreement.

 

4. TERMS AND CONDITIONS OF SALE OF MINING RIGHTS

 

4.1 ○○○ warrants that it owns the rights to the △△△ project and that no other party has a claim against these rights

 

4.2 ○○○ will not be entitled to cancel this sale as a result of a breach of any of the above warranties unless the breach is material and is incapable of being remedied by payment of compensation or if the breach is capable of being remedied by payment of compensation, ○○○ fails to pay such compensation within 14 (fourteen) business days of the amount  thereof being determined.

 

4.3 On the effective date, ○○○ shall deliver to ○○○, against delivery by ○○○ of the share certificate/s relating to the ○○○ shares:

 

4.3.1 the cession of ○○○'s interest in the △△△ project

 

5. DISPUTE RESOLUTION

 

Any dispute arising from or in connection with this agreement shall be finally resolved in accordance with the Rules of the △△△ Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation. Unless otherwise agreed, the arbitration hearing shall take place in △△△.

 

6. DOMICILIA AND NOTICES

 

6.1 The parties all choose domicilium citandi et executandi (“domicilium”) for the purposes of giving any notice, the  payment of any sum, the serving of any process and for any other purpose arising from this agreement as follows:

 

6.1.1 ○○○ at 000.  Fax (000) 000 0000

 

6.1.2 ○○○ at 3rd Floor, 00 000 Street, 0000. Fax (000) 000-0000

 

6.2 Each of the parties shall be entitled from time to time, by  written notice to the others, to vary its domicilium to any other address within the Republic of South Africa, which is not a post office box or poste restante.

 

6.3 Any notice required or permitted to be given in terms of this  agreement shall be valid and effective only if in writing.

 

6.4 Any notice given and any payment made by one party to the others (“the addressee”) which:-

 

6.4.1 is delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved, to have been received by the addressee at the time of delivery;

 

6.4.2 is given by telefax shall be deemed, in the absence of proof to the contrary, to have been received within 1 (one) hour of the commencement of the following business day.

 

7. GENERAL

 

7.1 Neither party shall be bound by any representation, warranty, promise or the like not recorded herein.

 

7.2 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.

 

7.3 No extension of time or indulgence which either party (“the grantor”) may grant to the other ("the grantee") shall constitute a waiver of any of the rights of the grantor, who  shall not thereby be precluded from exercising any rights against the grantee which may have arisen in the past or which might arise in the future.

 

8. COSTS

 

The costs of and incidental to the transfer of the interest in the △△△ project to ○○○ and the ○○○ shares to ○○○, including the stamp duty payable thereon, shall be borne by ○○○.

 

 

 

SIGNED AT △△△△ ON THIS 00TH DAY OF JUNE 20__.

 

(signed - illegible)

For and on behalf of

○○○ JOINT VENTURE

Who warrants his authority hereto

 

SIGNED AT △△△ ON THIS 00TH DAY OF JUNE 20__.

 

/s/ △△△

For and on behalf of

○○○ & EXPLORATION COMPANY LTD

Who warrants his authority hereto