ASSET PURCHASE AGREEMENT by TUCANA LITHIUM CORP.

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Company: TUCANA LITHIUM CORP.
SEC CIK: 1424455
SEC Type: EX-10.1
SIC Code: 5734
SIC Industry: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES
Date Filed: 2012-05-17

Date Filed: 
05/17/2012
SKU: RDQ0NG-C-25B-2

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f8k051112ex10i_tucana.htm
Exhibit 10.1

 
ASSET PURCHASE AGREEMENT
 
THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of May 11, 2012, by and between Tucana Lithium Corp., a Nevada Corporation (the "Purchaser" or the "Company" or "TUCA"), and Alain Champagne and parties ( the "Seller").
 
WHEREAS, the Purchaser desires to purchase 100% interest in two mining property known as  The Lac Kame and EM-1Properties (Hereinafter referred to as "The Property" or "Purchased Assets") according to the attached Executive Summary in Schedule 1.1.  The Property is located in the James Bay, Quebec, Canada region, and more precisely in the Nemaska area.  It is covered by NTS sheet 32O13.  It is made up of a total of 37 claims or 1,961 hectares (39.2 km2)
 
WHEREAS, the Seller desires to sell to the Purchaser 100% of the Lac Kame and EM-1 Properties on the terms and conditions set forth in this Agreement;
 
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties agree as follows:
 
ARTICLE I
PURCHASE AND SALE OF ASSETS
 
1.1           Sale and Transfer of Assets.  On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller, free and clear of any encumbrances, all of Seller's right, title, and interest in and to the assets of Seller as set forth on Schedule 1.1 attached hereto ("Purchased Assets") at the Closing in consideration for the payment by Purchaser of the Purchase Price as specified below in Section 1.3.
 
1.2             No Assumption of Liabilities.  The Purchaser shall in no event assume or be responsible for any liabilities, liens, security interests, claims, obligations or encumbrances of Seller, contingent or otherwise, unless expressly stated herein.
 
1.3            Consideration.  Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, in consideration of the aforesaid sale, assignment, transfer and delivery of the Purchased Assets, Purchaser will issue 2,000,000 shares of TUCA common stock $0.001 par value per share to the shareholders of the Seller as set forth below, and will pay the sum of $3,000 (the "Purchase Price").
 
·  
The 2,000,000 common shares of TUCA will distributed as follows:
 
  Alain Champagne:   700,000 shares;
     
  Nicole Arpin:  700,000 shares;
     
  Michael Amoroso: 600,000 shares.
 
 
       
Tucana Lithium Corp.   Alain Champagne  
 
 
1
 
                            
       
b.  
The initial cash payment of $3,000 will be paid as follows: On execution of this agreement.
 
c.  
After spending a total amount of $1,000,000 cumulative on the Properties, a payment of $50,000 and an additional 1,000,000 shares of TUCA shall be delivered to the Seller.
 
d.  
After spending a total amount of $2,500,000 cumulative on the Properties, a payment of $100,000 and an additional 1,000,000 shares of TUCA shall be delivered to the Seller.
 
e.  
After spending a total amount of $5,000,000 cumulative on the Properties, a payment of $150,000 and an additional 1,000,000 shares of TUCA shall be delivered to the Seller.
 
1.4           Royalty.   In the event the Property becomes a commercial producing property of any mineral deposit, TUCA agrees to pay the Seller a 3% net smelter return.
 
a.  
Payment of Royalty hereunder shall be due and payable within thirty (30) business days after the sale proceeds are received from any purchaser mined from the Property.
 
b.  
All payments required hereunder may be mailed or delivered to any single depository as the Holder may instruct.  If the Owner makes a payment or payments on account of the Royalty in accordance with the provisions of this instrument, it will have no further responsibility for distribution of the Royalty.  All charges of the agent, trustee or depository will be borne solely by the parties receiving payments of Royalty.  The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder.
 
c.  
Records, Inspection and Audit: Within ninety (90) days following the end of each calendar year, commencing with the year in which the Property is brought into commercial production (not inclusive of any bulk sampling programs), the Owner shall deliver to the Holder a statement of the Royalty paid for said calendar year.  The Holder shall have the right within a period of three (3) months from receipt of such statements to inspect the Owner's books and records relating thereto and to conduct an independent audit of such books and records at its own cost and expense.
 
d.  
Objections:  If the Holder does not request an inspection of Owner's books and records during the three-month period referred to in the preceding paragraph, all payments of Royalty for the annual period will be considered final and in full satisfaction of all obligations of the Owner with respect thereto.  If the Holder disputes any calculation of Royalty, the Holder shall deliver to the Owner a written notice (the "Objection Notice") describing and setting forth a specific objection within sixty (60) days after receipt by the Holder of the final statement.  If such audit determines that there has been a deficiency or an excess in the payment made to the Holder, such deficiency or excess will be resolved by adjusting the next payment due hereunder.  The Holder will pay all the costs and expenses of such audit unless a deficiency of five (5%) percent or more of the amount due is determined to exist.  The Owner will pay the costs and expenses of such audit if a deficiency of five (5%) percent or more of the amount due is determined to exist.  All books and records used and kept by the Owner to calculate the Royalty due hereunder will be kept in accordance with generally accepted accounting principles.
 
 
2
 
 
 
e.  
Evidence of Maintenance of the Claims:  Owner shall deliver to the Holder, not later than the date two weeks prior to the date for the payment of annual claim maintenance fees, evidence that the fee has been paid on a timely basis.
 
f.  
Inurement:  The Royalty reserved herein shall run with the land and be binding on all subsequent owners of the Property, including any amendments, relocations, patents of the same or additional or alternative rights to mine as may be conferred by any changes in the mineral laws of the Province of Quebec.
 
g.  
Assignments by Holder:  Holder may transfer, pledge, mortgage, charge or otherwise encumber all or any part of its right, title and interest in and to its Royalty reserved hereunder; provided, however, that Owner shall be under no obligation to make its payments hereunder to such assignee, transferee, pledge or other third party until Owner's receipt of Notice concerning the assignment or transfer.
 
1.5            Entity Formation.  TUCA shall hold the Property under its wholly owned subsidiary Tucana Exploration.
 
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that the statements contained in this Article II are correct and complete as of the date hereof:
 
2.1.           Authority: Enforceablity.  Seller is a group of individuals who own the Property and have the authority to enter into this Agreement.  This Agreement and any other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by Seller and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Seller has full power and authority necessary to enter into this Agreement, and such other agreements delivered together with this Agreement or in connection herewith and to perform its obligations hereunder and under all other agreements entered into by Seller relating hereto.

2.2.           Approvals; Consents.  Seller has, and on the Closing Date will have, the right, power and authority to enter into this Agreement and to sell, transfer and deliver the Purchased Assets and to perform all undertakings and obligations hereunder.  No approval, authorization, consent, order or other action of, or filing with, any third party, including without limitation, any public, governmental, administrative or regulatory authority, agency or body (collectively, "consents"), is required in connection with the execution, delivery and/or performance of this Agreement by Seller or the consummation of the transactions contemplated hereby.
 
2.3.           Liens.  Seller has

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