Full Press Release Details
THIS AMENDED AND RESTATED OPTION TO PURCHASE (THIS "AGREEMENT")
is made as of September 22, 2023.
B.C. LTD., a British Columbia company having a mailing address of 800-1199 West Hastings St., Vancouver, BC V6E 3T5
CORP., an Ontario company having a mailing address of 1A, 1B Learoyd Road, New Romney, United Kingdom, TN28 8XU
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration Ten United
States Dollars (USD10) now paid by the Optionee to the Owner and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by each of the parties, the Owner, and the Optionee agree as follows:
All dollar amounts referred to in this Agreement are United States Dollars (USD).
Law. This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and of Canada
applicable in the Province of British Columbia.
The following are Schedules to this Agreement:
GRANT AND EXERCISE OF OPTION
The Owner hereby grants to the Optionee the sole and exclusive option, irrevocable within the time herein limited for exercise by the
Optionee, to purchase the Lands free and clear of all encumbrances except for the Permitted Encumbrances for the Purchase Price, on the
Closing Date, upon and subject to the terms and conditions of this Agreement, including the Optionee paying the Option Fee to the Owner.
Price. The purchase price for the Lands shall be Four Million Three Hundred Thousand United States Dollars (USD4,300,000), provided
that any amounts paid pursuant to Section 2.3 below as part of the Option Fee shall be credited towards such purchase price as further
described in Section 2.5 (the "Purchase Price").
Fee. The Optionee will pay the Option Fee as follows:
The Owner and the Optionee covenant and agree with each other to, immediately
after the execution and delivery of this Agreement, take all reasonable steps to cause each of the Milestones to be reached for the Lands
in a timely manner. In connection with the foregoing, the Owner and the Optionee will cooperate with each other and with all requests
from Governmental Bodies, including providing such information, documents and applications reasonably required by the other and such Governmental
Authorities. Each of the Owner and the Optionee will bear their own costs and expenses in connection with satisfying the Milestones.
of Option. The Optionee may exercise the Option at any time until 5:00 pm on the day that is thirty (30) days after the Owner
and Optionee have mutually agreed in writing, in good faith, that all the milestones contemplated by Subsections 2.3(d), (e), (f) and
(g) above have been achieved by delivering to the Owner written notice of the exercise of the Option. If the Option is exercised
as set forth in this section 2.4, this Agreement for the purchase and sale of the Lands shall be completed upon the terms and conditions
contained in this Agreement on the Closing Date.
of Option Fee. The Option Fee (or parts thereof paid by the Optionee) shall be applied on account of the Purchase Price on the Closing
for Early Access. The Owner hereby grants to the Optionee a licence, during the Option Term, for it and its authorized representatives
to enter upon the Lands from time to time during business hours to carry out, at the Optionee's expense, such tests and inspections as
the Optionee or its authorized representatives may deem necessary, provided that (a) the Optionee shall promptly repair any resulting
damage to the Lands; (b) the Optionee and its authorized representatives shall comply with all rules and regulations regarding
such access, tests and inspections as the Owner may establish from time to time; and (c) prior to accessing the Lands the Owner shall
obtain such insurance as the Owner may reasonably require and provide evidence of same on request of the Owner.
Form of Option. After the Optionee has paid (or satisfied its obligation to pay) the Option Fee in full, the Owner will execute
and deliver to the Optionee a registrable short form of this Agreement in a form acceptable to the Optionee, acting reasonably. The Optionee
may, at its cost, register such short form of this Agreement against title to the Lands and the Owner will execute any documents reasonably
required to effect such registration at the request of the Optionee. If there is any conflict or inconsistency between the terms and conditions
of this Agreement and the terms and conditions of the short form of this Agreement, the terms and conditions of this Agreement shall govern
and take precedence. If this Agreement is terminated or the Optionee does not exercise the Option within the time and in the manner set
forth in section 2.4, the Optionee will, at its sole cost, discharge such short form of this Agreement from title to the Lands promptly
upon request by the Owner.
ADJUSTMENTS AND POSSESSION
All adjustments with respect to taxes, utilities and licences, and all other items normally adjusted between a vendor and purchaser on
the sale of similar commercial property shall be made with respect to the Lands as of 12:01 a.m, the Closing Date. The Owner shall
receive the benefit of all income and shall be responsible for all expenses relating to the Lands up to 11:59 p.m. on the day
preceding the Closing Date, and the Optionee shall receive the benefit of all income and be responsible for all expenses from and including
the Closing Date. Any adjustments which are not capable of being adjusted on the Closing Date shall be adjusted between the Owner and
the Optionee as soon as possible after the Closing Date.
Subject to completion of the transaction as set out in Article 6, the Optionee shall be entitled to vacant possession of the
Lands on the Closing Date, subject to the Permitted Encumbrances.
The Lands shall be at the risk of the Owner until acceptance of the Freehold Transfer for registration in the Land Title Office, and thereafter
the Lands shall be at the risk of the Optionee.
If the Lands or any material part thereof is expropriated prior to the Closing Date, the Optionee will have the option, in its sole discretion,
of (i) completing the purchase and sale of the Lands, in which event the Owner shall assign to the Optionee all proceeds and right
to receive proceeds of any expropriation award or other compensation; or (ii) not completing the purchase and sale of the Lands,
in which event neither party will have any further obligations to the other under this Agreement and the Owner will have no claims against
the Optionee hereunder.
If, prior to the time of submission for registration of the Freehold Transfer on the Closing Date, any loss or damage occurs to the
Lands (other than as a result of any act of the Owner or Owner's agents, or any breach by Owner of any representation, warranty
or covenant of the Owner contained in this Agreement), the Optionee may choose, at its sole discretion to either (a) complete the
transaction contemplated by this Agreement and receive any insurance proceeds (which shall be assigned by the Owner to the Optionee) pursuant
to any policy of insurance carried by the Owner or (b) terminate the Option, at which time the Owner shall immediately return to
the Optionee any and all Option Fees and Purchase Price which has been previously paid to the Owner. There will be no further compensation
to the Optionee to the extent insurance proceeds are inadequate to repair any damage.
REPRESENTATIONS, WARRANTIES and covenants
and Warranties of the Owner. The Owner represents and warrants to the Optionee, regardless of any independent investigations that
the Optionee may cause to be made, that:
Owner's Warranties and Representations as of the Closing Date. The Owner covenants and agrees that all representations and warranties
of the Owner set forth in this Agreement or in any document delivered in connection with the Option and the purchase and sale contemplated
by this Agreement will be true and correct in all material respects at and as of the closing (as if such representations and warranties
were made on the Closing Date).
of the Owner's Representations and Warranties. The representations and warranties of the Owner set forth in this Agreement or
in any document delivered in connection with the purchase and sale contemplated by this Agreement shall survive the closing of the purchase
and sale of the Lands provided for in this Agreement for one (1) year following the Closing Date and, notwithstanding such closing
nor any investigation made by or on behalf of the Optionee, shall continue in full force and effect for the benefit of the Optionee. The
Owner acknowledges that the Optionee is relying upon such representations and warranties in entering into this Agreement.
Owner's Covenants. The Owner undertakes and agrees, during the Option Term:
Encumbrances. The Owner agrees that during the Option Term, it will not grant any charge, easement, right, licence, tenancy, or other
encumbrance, or amend any Permitted Encumbrances affecting the Lands that will not be discharged on the Closing Date without the Optionee's
prior written consent, which consent may be withheld at the Optionee's discretion.
Representations and Warranties. The Optionee represents and warrants to the Owner, regardless of any independent investigation that
the Owner may cause to be made, that:
Warranties and Representations as of the Closing Date. The Optionee covenants and agrees that all representations and warranties of
the Optionee set forth in this Agreement or in any document delivered in connection with the purchase and sale contemplated by this Agreement
will be true and correct at and as of the closing in all material respects (as if such representations and warranties were made on the
of Optionee's Representations and Warranties. The representations and warranties of the Optionee set forth in this Agreement
or in any document delivered in connection with the purchase and sale contemplated by this Agreement shall survive the closing of the
purchase and sale of the Lands provided for in this Agreement for one (1) year following the Closing Date and, notwithstanding such
closing nor any investigation made by or on behalf of the Owner, shall continue in full force and effect for the benefit of the Owner.
The Optionee acknowledges that the Owner are relying upon such representations and warranties in entering into this Agreement.
Documents; Confidentiality. The Owner covenants to maintain and deliver to the Optionee on request copies of all Project Documents
that are or may hereafter be in the possession or control of the Owner. The Owner further covenants that it will until the Closing Date
provide the Optionee, on reasonable prior notice, reasonable access to its files for the Lands during regular business hours and the Optionee
shall be entitled, at its cost, to make photocopies of such of the material in those files as the Optionee may request. The Optionee acknowledges
that the Owner shall not have any liability for any errors, omissions or inaccuracies in any such information or materials provided by
the Owner to the Optionee pursuant to this section, except to the extent of any express representation, warranty, covenant or agreement
of the Owner contained in this Agreement. All such materials, whether made available to the Optionee before, on or after the date of this