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Kermode Resources Ltd. Share Issue/Capital Change 2025
42496_rns_2025-01-30_c8fb3bc9-4cda-4077-bd67-f229ab58207e.pdf
Share Issue/Capital Change
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(SIGNATURE PAGES FOR “BEATON GOLD” OPTION AGREEMENT)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the Effective Date:
September 17, 2024
“Effective Date”
“SIGNED”
Peter Bell
President and CEO, KERMODE RESOURCES LTD
“SIGNED”
Justin Deveault
“SIGNED”
Michael Deveault
“SIGNED”
Justin McNutt
“SIGNED”
802213 Alberta Ltd.
Note:
- This agreement replaces the “BLACK PANTHER” option made on August 11, 2023.
- This agreement removes certain claims from the original agreement and changes the Owners.
- The people who were part of the original agreement have consented to leave the agreement.
- This agreement is subject to approval by the TSX Venture Exchange and the existing agreement from 2023 shall remain in good standing until the new agreement is approved; all share issuance shall be delayed until the new option agreement is approved.
(BLACK PANTHER PROJECT)
SCHEDULE A Description of the Property
The BLACK PANTHER PROJECT comprises the following two mineral exploration claims with total size 934 hectares.
a. 1098836
b. 1103854
c. 1103723
d. 1106076
SCHEDULE B
ALLOCATION OF CASH PAYMENTS AND SHARE ISSUANCES
| Owner | Cash Payments | Shares |
|---|---|---|
| JUSTIN DEVEAULT | None | Signing: 200,000 (Paid August 2023) |
| Year 1: 300,000 | ||
| Year 2: 300,000 | ||
| Year 3: 300,000 | ||
| MICHAEL DEVEAULT | None | Signing: 100,000 (Paid August 2023) |
| Year 1: 300,000 | ||
| Year 2: 300,000 | ||
| Year 3: 300,000 | ||
| JUSTIN MCNUTT | None | Signing: 0 |
| Year 1: 300,000 | ||
| Year 2: 300,000 | ||
| Year 3: 300,000 | ||
| 802213 Alberta Ltd. | ||
| (KELLY FUNK) | None | Signing: 100,000 (Paid August 2023) |
| Year 1: 300,000 | ||
| Year 2: 300,000 | ||
| Year 3: 300,000 |
Other features:
- “Net smelter return royalty” for 1% one percent with a $1M one million dollar buy-down.
SCHEDULE C
CONSENT OF FORMER COUNTERPARTIES TO LEAVE THE OPTION AGREEMENT
The following three people were members of the vendor group in the original option agreement in 2023, however, they have agreed to leave the agreement with the following understanding:
- There shall be no additional payments due to the former members;
- The claims they had contributed to the option agreement (1098465, 1104637, 1098514) shall be removed from the property purchase option agreement.
FORMER MEMBERS OF THE VENDOR GROUP:
“SIGNED”
Richard Young
“SIGNED”
Paul Saulnier
“SIGNED”
Sydney Wilson
MINERAL PROPERTY OPTION AGREEMENT
(BLACK PANTHER Project – British Columbia)
THIS AGREEMENT is effective as of the Effective Date.
BETWEEN:
Justin Deveault
Michael Deveault
Justin McNutt
802213 Alberta Ltd.
(the "Owners")
AND: KERMODE RESOURCES LTD
of 1 - 505 Fisgard Street, Victoria, British Columbia V8W 1R3
("Kermode")
WHEREAS:
A. The Owners are the registered and beneficial owner of those mineral claims as more particularly described in Schedule "A" hereto and defined herein as the "Property";
B. The Owners have agreed to grant to Kermode the exclusive option to acquire a 100% interest in the Property, subject to the reservation by the Owners of the Sale Participation Right (as each is herein defined), on the terms and conditions set forth herein,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payments by Kermode to the Owners as contemplated herein, and of the mutual covenants and agreements herein contained (the receipt and sufficiency of which is hereby expressly acknowledged by the Owners), the parties agree as follows:
- DEFINITIONS
1.1 In this Agreement and in the Schedules and the recitals hereto, unless the context otherwise requires, the following expressions will have the following meanings:
"Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.
"Area of Mutual Interest" or "AMI" means that area within two kilometres of the outer boundaries of the Property as of the date of this Agreement, all as more fully described in Section 6 hereto.
"Environmental Laws" means laws aimed at reclamation or restoration of the Property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.
"Effective Date" means the date of closing hereunder, after satisfaction of all conditions precedent.
"Exchange" means the TSX Venture Exchange.
"Expenditures" mean all costs and expenses incurred or that are caused to be incurred by Kermode in the conduct of activities on or in relation to the Property, after the Effective Date, that include the following amounts:
(i) costs necessary to maintain the Property in good standing, including filing or government agency maintenance costs, and any monies expended as required to comply with applicable laws and regulations, including but not limited to government agency fees and costs related to fees paid to any person for cutting down trees or other damage to their properties due to exploration, any costs paid to any person related to the use of private roads, or other payments including legal and other related professional fees in curing title defects and in acquiring and maintaining surface rights;
(ii) in preparing and applying for and acquiring environmental and other permits necessary or desirable to commence and complete exploration activities;
(iii) in construction and ongoing maintenance of unpaved access roads in or around the Property;
(iv) in doing geophysical, geochemical and geological surveys, drilling, assaying and metallurgical testing, including costs of assays, metallurgical testing and other tests and analyses (including downhole testing) to determine the quantity and quality of minerals, water and other materials or substances;
(v) in the preparation and presentation of data and other results obtained from work programs including for the preparation of any preliminary assessment, technical report, pre-feasibility study, feasibility study or other evaluation of the Property (including financial studies and reports on the Property);
(vi) in digging, trenching, sampling, assaying, and testing for minerals;
(vii) in conducting the drilling of holes by any method;
(viii) in transporting minerals, personnel, supplies, mining or milling plant, buildings, machinery, tools, appliances or equipment in, to or from the Property;
(ix) for environmental remediation and rehabilitation;
(x) in acquiring or obtaining the use of facilities, equipment or machinery, and for all parts, supplies and consumables;
(xi) for direct costs of salaries, wages and/or other expenses for persons assigned to exploration, evaluation, development and operation activities;
(xii) for salaries, wages, fees and/or other expenses (including travel costs) of Company personnel incurred as a result of the management and operation of work on the Property and planning for field operations;
(xiii) in supplying food, lodging and other reasonable needs for personnel on the Property;
(xiv) all duties and taxes levied against or in respect of the Property, and for activities on the Property, and all duties and taxes levied against Kermode in connection with operations on the Property;
(xvi) in acquiring any additional mineral rights, water rights and other real property interests within the Area of Mutual Interest necessary to further develop the Property, or to extend the validity period of the Property;
(xvii) in acquiring additional claims or interests in the Area of Mutual Interest;
(xviii) in consulting with and developing lines of communication as well as relationships with local and regional community members and groups; and
(xix) all amounts paid to local and regional community members and groups for access to the Property or to facilitate operations thereon.
"Governmental Entity" means any federal, provincial, regional, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency.
"Interest" means any legal or equitable interest, whether or not registered or registerable, in and to the mineral claims comprising the Property.
"Laws" means any and all federal, state, regional, local, municipal or other law, statute, constitution, principle of common law, resolution, ordinance, proclamation, directive, code, edict, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
"Party" or "Parties" means one or more of the parties to this Agreement.
"Project Information" means all legal and title information, all maps, drill logs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other material information directly pertaining to, and developed in operations on, the Property that is in the possession and control of Kermode or the Owners, (whether in written or electronic format and whether developed, conceived, originated or obtained by Kermode or the Owners, other than any such information that is not owned by the Owners).
"Property" means the mineral claims as described in Schedule "A" hereto regardless whether the Owners currently controls such rights or lands; together with all prospecting, research, exploration, exploitation, operating and mining permits, licences and leases associated therewith, mineral, surface, water and ancillary or appurtenant rights attached or accruing thereto, and any mining licence or other form of substitute or successor mineral title or interest granted, obtained or issued in connection with or in place of or in substitution for any such Property (including, without limitation, any Property issued to cover any internal gaps or fractions in respect of such ground).
"Sale Participation Right" does not exist in this agreement.
"Shares" mean common shares in the capital of Kermode.
1.2 In this Agreement:
(a) Time - time is of the essence in the performance of the Parties' respective obligations;
(a) Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference only and are not intended as complete or accurate descriptions of the content of such Articles or Sections;
(b) Singular, etc. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits;
(c) Business Day - whenever payment is to be made or action to be taken under this Agreement on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day;
(d) Currency – all references to “dollars” or “$” are to the lawful currency of Canada;
(e) Inclusion - where the words “including” or “includes” appear in this Agreement, they mean “including (or includes) without limitation”; and
(f) Legal Reference - any reference to a law is a reference to such law as in force from time to time, including (i) modifications thereto, (ii) any regulation, decree, order or ordinance enacted thereunder and (iii) any law that may be passed which has the effect of supplementing, re-enacting or superseding the law to which it is referred.
2. OPTION
2.1 The Owners hereby grant to Kermode the sole and exclusive right and option (the “Option”) to acquire from the Owners all of the Owners’ right, title and interest in and to the Property (subject only to the Royalty and the Sale Participation Right) in accordance with the terms of this Agreement.
2.2 To exercise the Option, Kermode must deliver an aggregate of 4,800,000 Shares (collectively the “Option Price”), in accordance with the following schedule:
(i) pay no cash to the Owners.
(ii) incur no minimum amount of Expenditures on the Property.
(iii) issue and deliver 4,800,000 Shares to the Owners, as to:
(A) 1,200,000 Shares on the Effective Date (Paid in August, 2023);
(B) an additional 1,200,000 Shares on or before 12 months following the Effective Date;
(C) an additional 1,200,000 Shares on or before 24 months following the Effective Date;
(D) an additional 1,200,000 Shares on or before 36 months following the Effective Date;
2.3 Kermode shall deliver each installment of cash and Shares to each of the Owners in those amounts as set out in Schedule “B”.
2.4 As to the Shares issued to the Owners:
(i) all Shares will be subject to such resale restrictions as imposed by applicable securities laws and the rules and policies of the Exchange and the following schedule as agreed to herein.
(iii) if Kermode undergoes an event involving a capital reorganization, stock dividend, reclassification, subdivision, or consolidation of its Shares, or a merger, amalgamation, or other corporate combination with one or more other entities, or any other event in which new securities of any nature are delivered in exchange for the Shares of Kermode or issued Shares of Kermode are cancelled (a “Fundamental Change”), then for any subsequent issue of Shares as provided for in this Agreement, the Owners shall be entitled to receive the number and type of securities that would result, under the terms of the Fundamental Change, from the number of Shares to be issued under this Agreement, as if such Shares had been issued prior to the Fundamental Change. In applying this section, the consequences of Fundamental Changes shall be cumulative, if more than one Fundamental Change occurs before any issuance of Shares provided for in this Agreement.
2.5 Kermode may accelerate any or all of the components comprising the Option Price, so as to exercise the Option at any time sooner than stated in Section 2.2 above. Any amounts paid, Shares issued, or Expenditures incurred toward the Option Price over and above the minimum amounts required in a particular time frame under Section 2.2 shall carry-forward and apply to the next subsequent period(s).
2.6 Except as expressly set out herein, this Agreement is an option agreement only, and all payments comprising the Option Price are and shall remain optional to Kermode, such that Kermode need not pay any of the same.
2.7 Upon Kermode having paid the Option Price in full:
(i) it will have acquired a 100% possessory Interest in the Property (subject only to the Royalty and the Sale Participation Right);
(ii) upon notice from Kermode to the Owners, the Owners will deliver to Kermode all documents necessary to be registered with the applicable Governmental Entities to transfer to Kermode a 100% possessory Interest in the Property.
2.8 Notwithstanding the requirements set out in section 2.2, Kermode shall have the benefit of the following curative provisions:
(a) The provisions of section 9.1 will apply for matters of force majeure, title disputes, delays in governmental approvals, and the like.
(b) Should Kermode’s Expenditures for a given year as set out in section 2.2 be no more than 20% less than the requirement stipulated under section 2.2, such shortfall shall be completed during the next subsequent period. However this relief may not be utilized for two consecutive Expenditure requirements.
(c) Should Kermode fail to incur the minimum Expenditures for any period specified in section 2.2, and if such failure cannot be cured under (b), above, Kermode will have a period of 40 calendar days following receipt of notice of default to rectify such failure, either by incurring the required Expenditures, or by payment of the amount of any shortfall to the Owners in cash.
(d) Should Kermode fail to pay any cash payment or deliver any Shares comprising the Option Price, it will have five business days following receipt of notice of such default to rectify the same.
If a default is not cured in accordance with the above provisions, the Owners may forthwith terminate the Option and this Agreement by written notice to Kermode in accordance with Article 7 and thereafter Kermode will not be entitled to earn any Interest in the Property.
2.9 Closing of this Agreement, and the payment by Kermode of any portion of the Option Price hereunder, is conditional upon Kermode first receiving the approval of the Exchange, which Kermode covenants to apply for as expeditiously as possible.
3. PRE-EXERCISE ACTIVITIES
3.1 The Owners will provide to Kermode all Project Information in its possession or to which it has access on the understanding that the Owners makes no representation as to the accuracy or completeness of such Project Information or the suitability of such Project Information for the purposes of which Kermode intends to use it and Kermode shall use all such Project Information at its own risk.
4. REPRESENTATIONS AND WARRANTIES
4.1 Kermode represents and warrants to the Owners that:
(a) it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction, and is or will extra-provincially register, or form a subsidiary corporation which is qualified to acquire interests in, and to explore, develop and exploit, mineral properties in British Columbia before undertaking any action on the Property;
(b) it has full power, capacity and authority to carry on its business and to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) all necessary corporate approvals have been obtained and are in effect with respect to the transactions contemplated hereby, and no further action on the part of the directors is necessary or desirable to make this Agreement valid and binding on it;
(d) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by its constating documents or any agreement to which it is a party; and
(e) it is a reporting issuer in each of British Columbia and Alberta; and its common shares are listed and posted for trading on the Exchange; and is in good standing with the Exchange and all applicable provincial securities regulators.
4.2 The Owners hereby represents and warrants to Kermode that:
(a) it has full power, capacity and authority to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated herein;
(b) it has the exclusive right to enter into this Agreement and has all necessary authority to dispose of an Interest in and to the Property in accordance with the terms of this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;
(d) the mineral claims comprising the Property are accurately described in Schedule "A" hereto,
(e) all of the claims comprising the Property, (i) are duly and validly made, and recorded with the applicable mining authority pursuant to all applicable Laws, and (ii) are held as to a 100% possessory Interest by the Owners in and to each of the mineral claims comprising the Property free and clear of all liens, charges, royalties and encumbrances (other than as set forth herein);
(f) to the best of its knowledge, there is no reason to believe that Kermode will not be able to obtain all necessary access, leases, easements, rights of way, permits or licences from Governmental Entities that are required to fully and properly explore the Property for minerals;
(g) it has not used or permitted to be used, released, generated, manufactured, processed, distributed, treated, stored, transported or handled any hazardous substance on the Property except in compliance with all Environmental Laws; and it has no knowledge of the presence of any hazardous substance on, in or under the Property in violation of Environmental Laws;
(h) neither it nor the Property is subject to any current, pending or threatened claim, action, notice, demand, allegation, investigation, proceeding, application, order, judgment, requirement or directive which relates to a violation of Environmental Laws, and which may require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and, to the knowledge of the Owners, there is no basis for such a claim, action, notice, demand, allegation, investigation, proceeding, application, order, judgment, requirement or directive); or allegation, demand, direction, order, notice or prosecution with respect to any Environmental Law, and the Owners have not settled any allegation of non-compliance with Environmental Laws;
(i) to the knowledge of the Owners, there are no pending or proposed changes to Environmental Laws or other Laws that would render illegal or materially restrict the proposed operations of Kermode with respect to the Property;
(j) no other person has any right of first refusal or similar right to acquire any Interest in the Property or to prohibit the transfer thereof; nor has any material contract affecting the Property including any back-in rights, earn-in rights, rights of first refusal or similar provisions or material rights;
(k) to the knowledge of the Owners and except as described in Exhibit A, there is no adverse claim or challenge against or to the ownership of or title to the Property, including any claims by First Nations; nor to its knowledge is there any basis therefore;
(l) there are no actions, suits or proceedings which could materially affect its Interest in the Property, and to the knowledge of the Owners, no such actions, suits or proceedings are contemplated or have been threatened;
(m) there are no judgments against the Owners which are unsatisfied, nor is the Owners subject to any consent decrees or injunctions which may affect the Property;
(n) it has no knowledge of any Governmental Entity seeking to or intending to revoke any Interest in the Property; nor has there been any notice from any Governmental Entity of any intention of expropriating the Property or converting any or all of it into any protected area such as a park or a conservation area;
(o) there has been no notice from any third party person or group of any claim for possession or occupation of the Property;
(p) all fees charged by any Governmental Entity related to the rendering of decisions (or public hearings) pertaining to the Property have been paid by the Owners in time and in accordance with Laws;
(q) any exploration fees have been paid in time and in accordance with Laws and permit conditions stipulated in the decisions consisting of the Property;
(r) to the best of the Owners’s knowledge, there are no protected species or animals, protected breeding or resting places of animals, nature reserves, conservation areas, wilderness areas, rights of indigenous people or areas meant for wildlife management, campsites established by any Government Entity, relics, protected landscape areas, national parks, or other similar protected rights or areas in or in the close vicinity of the area comprising of the Property which may prohibit the development of any part of the Property into a mine;
(s) no interest in the Property has been pledged as security for a loan by the Owners;
(t) to the extent required by Laws, all assessment or exploration reports have been submitted to the mining authorities in time;
(u) to the best of the Owners’s knowledge, there are no restrictions to access to the Property along existing roadways; and
(v) other than this Agreement, there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person has any royalty or other Interest whatsoever in any minerals in, on or under, or in any production from, the Property (other than as specified herein).
4.3 The representations and warranties hereinbefore set out are conditions on which the Parties have relied in entering into this Agreement and will survive the acquisition of any Interest in the Property by Kermode and each of the Parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.
5. COVENANTS OF THE OWNER
5.1 During the currency of this Agreement, the Owners covenants and agrees with Kermode to:
(a) so long as Kermode is not in default hereunder, not do any act or thing which would in any way adversely affect the rights of Kermode hereunder;
(b) make available to Kermode and its representatives all Project Information and permit Kermode and its representatives at its own risk and expense to take abstracts therefrom and make copies thereof;
(c) cooperate as reasonably necessary with Kermode in obtaining any permits related to the Property as Kermode deems desirable; and
(d) promptly provide Kermode with any and all notices and correspondence received by the Owners from any relevant Governmental Entity in respect of the Property and further request such agencies to copy Kermode on all correspondence and notices.
6. AREA OF MUTUAL INTEREST
6.1 If any person comprising the Owners, individually or together or in concert with any other party, during the term of this Agreement, directly or indirectly, acquires, options, leases, or otherwise obtains or controls, or becomes entitled to acquire, obtain, option, lease, or otherwise obtain or control, any mineral rights, any present or future interest in any exploration or mining property, or other interest in property or rights of any kind or nature relating to the exploration of minerals within the Area of Mutual Interest (an "AMI Interest"), then
(i) Kermode may, at its election, reimburse the Owners for its cost of acquiring the same (which will qualify as "Expenditures" hereunder), and
(ii) such acquired AMI Interests shall form part of the Property.
In addition to the foregoing, during the term of this Agreement, the Owners will not advise, encourage, or assist any other party, directly or indirectly, to acquire any AMI Interest.
6.2 The Area of Mutual Interest shall be defined as two kilometres of the outer boundaries of the Property as of the date of this Agreement, all as more fully described in Section 6 hereto.
6.3 Nothing herein shall be interpreted to preclude a Party from acquiring interests outside of the Area of Mutual Interest.*
7. SALE PARTICIPATION RIGHT
7.1 None.
8. TERMINATION OF OPTION
8.1 This Agreement, except for the provisions of Section 9, and the Option will (unless otherwise agreed by the Owners in writing) terminate:
(a) in accordance with any written notice given by the Owners to Kermode in accordance with Section 2.9; or
(b) in accordance with written notice given by the Owners to Kermode in the event of any material breach of a material covenant (not covered by Section 2.9) by Kermode, which is not remedied within 45 days following written notice from the Owners requiring Kermode to remedy such default, or if steps have not been initiated to remedy such breach if the same cannot be remedied within such 45- day period and diligently pursued to conclusion; or
(c) if Kermode gives notice in accordance with Subsection 8.2.
8.2 At any time prior to exercising the Option, Kermode will have the right to terminate this Agreement and the Option by giving not less than 30 calendar days' notice to that effect to the Owners.
9. OBLIGATIONS AFTER TERMINATION OF OPTION
9.1 If this Agreement is terminated pursuant to Section 7 above, this Agreement, including the Option, but excluding this Section 8 (which will continue in full force and effect for so long as is required to give full effect to the same) will be of no further force and effect except that Kermode will:
(a) leave the Property:
(i) in good standing and in accordance with the applicable Laws and Environmental Laws,
(ii) having filed all work with the appropriate Government Entity to the maximum permissible extent for assessment credits, and having paid all related fees pertaining to work done on the Property;
(iii) free and clear of all liens, charges and encumbrances arising from this Agreement or its operations hereunder,
(iv) in a safe and orderly condition, and
(v) in a condition which is in compliance with all applicable rules and orders of Governmental Entities with respect to reclamation and restoration of the surface to the Property;
(b) Kermode shall not be obligated to pay any claim maintenance fees or property taxes;
(c) Make available to the Owners (at the place of storage) all core, samples and sample pulps and rejects;
(d) unless otherwise agreed by the Owners, remove from the Property within six months of the effective date of termination all materials, equipment and facilities erected, installed or brought upon the Property by or at the instance of Kermode;
(e) at the request of the Owners to deliver to the Owners a duly executed quitclaim of all right, title and Interest of Kermode in and to the Property in favor of the Owners.
- FORCE MAJEURE AND DELAYS
10.1 If (i) Kermode should be delayed in or prevented from undertaking work on the Property or performing any of the terms, covenants or conditions of this Agreement by reason of a cause beyond its control, whether or not foreseeable, excluding lack of funds but including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts or other labour disruptions, wars, acts of God, health epidemics or pandemics, government regulation (including restrictions on travel and work during a pandemic) or interference or the inability to secure on reasonable terms any private or public permits or authorizations, including those from indigenous or local persons, unusually harsh or adverse weather conditions, or (ii) there are any disputes as to ownership or title to any part of the Property or to the minerals therein, which cause Kermode, in its reasonable opinion, to stop making Option payments (including the payment of cash and the issuance of Shares), then any such failure on the part of Kermode to so perform shall not be deemed to be a breach of this Agreement and the time within which Kermode is obliged to comply with any such term, covenant or condition of this Agreement shall be extended by the total period of all such delays or title disputes up to a maximum period of 36 months. In order that the provisions of this Section may become operative, Kermode shall give notice in writing to the Owners, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof, and the day upon which the same arose, and shall take all reasonable steps to remove the cause of such delay or prevention, and shall give like notice forthwith following the date that such cause ceased to subsist.
10.2 During any period of force majeure pursuant to section 9.1, Kermode will continue to ensure the claims comprising the Property, and any property taxes if applicable, remain in good standing, the costs of which will constitute Expenditures hereunder.
11. NOTICES
11.1 Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the same by e-mail or other similar form of communication, in each case addressed to the address first listed above or the following e-mail addresses:
the Owners:
Mr. Justin Deveault
Justin Deveault
[email protected]
Kermode:
Mr. Peter Bell
Email: [email protected]
11.2 Any notice, direction or other instrument will:
(a) if hand delivered to the respective representative listed above, be deemed to have been given and received on the day it was delivered;
(b) if mailed, be sent via trackable method and deemed to have been given and received on the delivery date indicated by the mail carrier, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received; and
(c) if sent by email or other similar form of communication, be deemed to have been received upon receipt if sent during normal business hours in the jurisdiction of the receiving party, otherwise the next business day.
11.3 Any Party may at any time give to the other notice in writing of any change of address of the Party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such Party for the purposes of giving notice hereunder.
12. ARBITRATION
12.1 Any dispute, controversy or claim arising out of or relating to this Agreement or the subject matter of this Agreement, or the breach, termination, or invalidity of this Agreement, shall be settled by binding arbitration as provided in this section 12.
12.2 There shall be one arbitrator appointed by the Parties who shall be disinterested in the dispute, controversy or claim, shall have no connection with any Party and shall have knowledge or experience in the general subject matter to be arbitrated. If the Parties fail to agree on an arbitrator within 20 days after arbitration is initiated, the Parties shall each submit the names of three persons to a judge of the BC
Supreme Court who shall appoint the arbitrator. If one Party fails to submit a list, such judge shall appoint the arbitrator from the list submitted by the other Party.
12.3 The place of arbitration shall be in Vancouver, British Columbia, unless otherwise agreed by the Parties. If the parties do not agree on a procedure, then the current provisions of the Arbitration Act of British Columbia shall apply to the extent they are not inconsistent with this section. The arbitrator shall apply the law as made applicable by the Agreement.
12.4 The decision in the arbitration shall be rendered, unless otherwise agreed by the Parties, no later than 30 days after the date the hearings were closed. The decision of the arbitrator shall be in writing and shall be final and binding on the Parties. If the Parties settle the dispute in the course of arbitration, such settlement shall be approved by the arbitrator on request of either Party and become the award.
13. GENERAL
13.1 Each Party will be responsible for its respective costs incurred in connection with the preparation, execution and approval of this Agreement.
13.2 The Parties will execute such further and other documents and do such further and other things as may be necessary or convenient to carry out and give effect to the intent of this Agreement.
13.3 All payments to be made to any Party hereunder may be made by cheque or bank draft mailed or delivered to such Party at its address for notice purposes as provided herein, or sent by wire transfer or deposited for the account of such Party at such bank or banks as such Party may designate from time to time by notice to the paying Party.
13.4 This Agreement will endure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
13.5 This Agreement shall constitute the entire agreement between the Parties and replaces and supersedes all prior agreements, arrangements, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the Parties with respect to the subject matter herein.
13.6 This Agreement will be governed by and construed according to the laws of British Columbia.
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