Attached files
EXHIBIT 10.1
MINERAL LEASE AGREEMENT
Timberwolf Minerals, LTD (Lessor) leases to CAMELOT CORPORATION, (Lessee) the
ten (10) unpatented mining claims attached as Exhibit "A" (referred to as the
Property) located in Section 2, Township 2 North, Range 38 East, and Section 35,
T 3 North, Range 38 East, Mt. Diablo Meridian in Esmeralda County, Nevada, USA,
subject to the following conditions:
Recitals:
A. "Effective Date" is June 11, 2010.
B. "Lease Year" means each one (1) year period following the Effective Date
and each anniversary of the Effective Date.
1. Warranties. Lessor warrants that he is the owner of the unpatented
mining claims more particularly described in Exhibit "A" as the
Property, and said claims are free from all liens and encumbrances.
2. Exploration and Development Rights. Lessor will grant the Property to
Lessee for the Lease period with the exclusive right to explore,
develop and mine the Property for gold, silver and other valuable
minerals.
3. Performance Requirements / Assumption of Claim Maintenance. Under
applicable Federal, State, and County laws and regulations, Federal,
State, and County annual mining claim maintenance or rental fees are
required to be paid for the unpatented mining claims which constitute
all or part of the Property. Lessee shall timely and properly pay the
Federal, State, and County annual mining claim maintenance or rental
fees, and shall execute and record or file, as applicable, proof of
payment of the Federal, State, and County annual mining claim
maintenance or rental fees and of Lessor's intention to hold the
unpatented mining claims which constitute the Property. If Lessee does
not terminate this Agreement before June 1 of any subsequent Lease
Year, Lessee will be obligated either to pay the Federal, State, and
Local annual mining claim maintenance or rental fees for the Property
due that year or to reimburse Lessor for same.
4. Area of Interest. Any additional claims located or acquired by the
Lessee within one (1) mile from the exterior boundaries of the mining
claims described in Exhibit "A" shall become a part of the leased
property and shall be subject to the terms of this lease as of the
Effective Date, excluding patented or unpatented claims held by
others, and for which separate agreements need to be made.
5. Schedule of Minimum Payments. The Lessee shall pay Lessor US$11,456.50
upon execution of this lease, which includes $1,456.50 for 2010
Maintenance Fees. The Lessee shall pay to Lessor minimum annual rental
payments which shall begin on the first anniversary of this lease.
Lessee shall be responsible for all federal, state and local taxes and
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maintenance fees as they come due during the term of this Agreement.
Lessee may extend this lease upon payment and grant of the following:
a. Pay Lessor US$15,000 on or before the first anniversary, start of
year two, of this lease.
b. Pay Lessor US$20,000 on or before the second anniversary, start
of year 3, of this lease.
c. Pay Lessor US$25,000 on or before the third anniversary, start of
year 4, of this lease
d. Pay Lessor US$50,000 on or before the fourth anniversary, start
of year 5, of this lease
e. Pay Lessor US$50,000 on or before the fifth anniversary, start of
year 6, of this lease.
Each such payment shall be made on or before the successive
anniversary of the execution of this lease.
Lessee will have right to purchase all of TWM's interest,
applicable on all unpatented claims as described in Exhibit "A"
and within the boundaries of the Area of Interest for a cost of
US$5,000,000 (five million US dollars) on or before the sixth
anniversary, start of year 7 of this lease. Failure to finalize
the buyout purchase price will terminate the lease agreement, as
defined in Article 5e of this agreement, and the property will be
returned to the Lessor in its entirety, as defined in Article 4
of this agreement.
6. Conditions of Termination by Lessor. This lease may be terminated at
any time by the Lessor subject to the following:
f. If Lessee fails to meet the above lease payments, Lessor must
give written notice to Lessee of such default. After receipt of
default, Lessee has fifteen (15) days to cure the default.
g. Lessee shall provide proof of payment to Lessor at least twenty
(20) days prior to due date of any and all payments to Federal,
State and County authorities. If Lessee fails to make Federal,
State, and County maintenance payments, tax payments or filing
fees at least twenty (20) days prior to due date, Lessor shall
notify Lessee of default. After ten (10) days, if the default is
not cured, Lessor may initiate the appropriate payment. Lessee
will be deemed to have defaulted on the lease without further
notification by Lessor. Lessee will be able to cure this default
by reimbursing all Federal, State and County payments made by the
Lessor + a twenty percent (20%) penalty within thirty (30) days
of payment.
h. In the event that the Lessee makes payment, but fails to notify
the Lessor, Lessee is directly responsible for reimbursement to
Lessor of any excess money paid to any Federal, State, or County
entity within thirty (30) days of payment.
6. Conditions of Termination by Lessee. This Lease may be terminated at
any time by the Lessee subject to the following:
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a. Lessee must give written notice thirty (30) days prior to
relinquishing the leased property.
b. In the event Lessee desires to terminate the agreement after June
1 of any year, Lessee shall be responsible for all Federal,
State, and County Maintenance and filing fees for the next
assessment year regarding the leased property.
c. Lessee shall deliver to Lessor in digital or reproducible form
all data generated or obtained for the leased property, whether
factual or interpretive as defined in section 13.
d. Lessee shall quitclaim to Lessor all claims located or acquired
by Lessee within the one (1) mile area of interest described in
Paragraph 4. During the Period of the lease, any and all
unpatented mining claims that are considered unnecessary to the
Lessee within the area of interest will be offered to the Lessor
at least twenty (20) days prior to the annual payment to the
Federal government.
7. Reclamation. Compliance with the Law. All exploration and development
work performed by Lessee during the term of this Agreement shall
conform with the applicable laws and regulations of the state in which
the Property is situated and the United States of America. Lessee
shall be fully responsible for compliance with all applicable Federal,
State, and local reclamation statutes, regulations and ordinances
relating to such work, at Lessee's cost, and Lessee shall indemnify
and hold harmless Lessor from any and all claims, assessments, fines
and actions arising from Lessee's failure to perform the foregoing
obligations. Lessee's reclamation obligation shall survive termination
of this Agreement. Lessor agrees to cooperate with Lessee in Lessee's
application for governmental licenses, permits, and approvals, the
costs of which shall be borne by Lessee. Lessee shall own all
governmental licenses, permits, and approvals. Lessor warrants that
all disturbances from previous work performed on the property has been
properly reclaimed according to applicable state and federal
regulations.
8. Liens. Lessee shall keep the property free from any and all liens and
encumbrances.
9. Transfer, Assignment. Lessor and Lessee and their respective
successors shall have the right to assign or otherwise transfer their
respective interests in the Agreement in whole or in part provided
that the transferee agrees in writing to assume all, or a portion of
all if applicable, obligations of Lessee or Lessor hereunder, as the
case may be.
10. Lease Term. The term of this lease is for twenty (20) years, renewable
for additional twenty (20) years so long as conditions of the lease
are met.
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11. Data and Reports. Upon and after execution of the detailed agreement,
Lessor will make available to Lessee all technical data, survey notes
or maps, samples, drilling results including drill logs and reports
concerning the Property which Lessor possesses, or to which it has
access, or which it acquires in the future. Within sixty (60) days
after termination of the detailed agreement, Lessee shall return to
Lessor, all information of a nature similar to that described above
and developed by Lessee during the term of the Lease Agreement. If
requested by Lessor not more than once in any twelve (12) calendar
months, Lessee shall submit to Lessor, within sixty (60) days of
Lessee's receipt of such request, an annual progress report describing
Lessee's work upon the Property, the results of such work, and the
amounts expended by Lessee in furtherance thereof to the date of such
report.
12. Notification to Lesser. All notices and payments from Lessee to Lessor
shall be sent to:
Timberwolf Minerals, LTD
1314 Linden St.
Canon City, CO 81212 USA
or any other person Lessor shall designate. If Lessor designates an
alternative person to receive notices and payment, they shall provide
written notice of such to Lessee. All lease payments shall be made in
the form of a check payable to Timberwolf Minerals, LTD.
13. Notification to Lessee. All notices from Lessor to Lessee shall be
sent to:
CAMELOT CORPORATION
JEFFREY ROCKLIN, PRES.
730 W. Randolph St.
Chicago, IL 60661
or any other person Lessee shall designate. If Lessee designates an alternative
person to receive notices, they shall provide written notice of such to Lessor.
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The parties have executed this Agreement effective as of the Effective Date.
TIMBERWOLF MINERALS, LTD
By /s/ David S. Wolfe
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Title President
--------------------------------
STATE OF COLORADO )
) ss.
COUNTY FREMONT )
Before me, a Notary Public in and for said State and County, duly commissioned
and qualified, personally appeared David A. Wolfe with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence) and who
acknowledged himself to be the President of Timberwolf Minerals, LTD and who
acknowledged that he executed the within instrument for the purposes therein
contained.
Witness my hand, at office, this 18th day of June, 2010.
/s/ Notary Public
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NOTARY PUBLIC
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CAMELOT CORPORATION
By /s/ Jeffrey Rochlin
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Title President
--------------------------------
Personally appeared before me Jeffrey Rochlin, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence) and who
acknowledged that he executed the within instrument for the purpose therein
contained.
Witness my hand, at office, this 11th day of June, 2010.
/s/ Notary Public
-----------------------------------
NOTARY PUBLIC
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EXHIBIT A
DESCRIPTION OF PROPERTY
UNPATENTED MINING CLAIMS
Claim Name BLM Serial No.
---------- --------------
NMC #
BJ 101,103,105,107,109 LEAD FILE # 1017556
BJ 110,112, 114,116,118
a total of TEN (10) "BJ" unpatented lode mining claims located in SECTION
2, T. 2 N, R. 38 E, AND SECTION 35, T. 3 N, R 38 E., Mt. Diablo Baseline &
Meridian, Esmeralda County, Nevada, USA, owned by Timberwolf Minerals LTD.
