EX-4.7 2 exhibit4-7.htm ASSET PURCHASE AND SALE AGREEMENT DATED OCTOBER 31, 2008 Exhibit 4.7

Exhibit 4.7


ASSET PURCHASE AND SALE AGREEMENT


THIS AGREEMENT is dated the 31st day of October, 2008.


BETWEEN:

TJJ HOLDINGS INC., a British Columbia corporation with a registered and records office at Suite 300 — 576 Seymour Street, Vancouver, British Columbia V6B 3K1


(the "Vendor")


AND:

ARRIS RESOURCES INC., a British Columbia corporation with a registered and records office at Suite 1000 — 925 West Georgia Street, Vancouver, British Columbia V6C 3L2


(the "Purchaser")


WHEREAS:


A.

The Vendor is the recorded holder of and holds beneficial interest in and to the Assets (as hereinafter defined and


B.

The Vendor has agreed to sell, assign and transfer to the Purchaser, and the Purchaser has agreed to purchase and accept from the Vendor, all of the Vendor's actual or purported interest in and to the Assets, including without limitation its beneficial interest in and to the Assets


NOW THEREFORE in consideration of the mutual covenants set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties represent, covenant and agree as follows:


ARTICLE 1

DEFINITIONS


1.1

Definitions


In this Agreement:


(a)

"Assets" means the mineral claims registered in the MTO System and listed in Schedule "A" hereto.


(b)

"Closing" means the place, date and time mutually agreed to by the parties to complete the transaction contemplated hereby.


(c)

"Mineral Titles Office" means the Mineral Titles Branch of the British Columbia Ministry of Energy, Mines and Petroleum Resources.


(d)

"MTO System" means the Mineral Titles Online internet-based system for mineral tenure acquisition and title maintenance, maintained by the Mineral Titles Office.



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(e)

"Purchase Price" has the meaning ascribed to such term in Section 2.2 of this Agreement.


ARTICLE 2

PURCHASE AND SALE OF ASSETS AND PURCHASE PRICE


2.1

Purchase and Sale of Assets


The Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and acquires from the Vendor, all of the Vendor's actual, or purported, interest in and to the Assets on the terms and conditions hereinafter set forth.


2.2

Purchase Price


The purchase price payable by the Purchaser to the Vendor for the Assets shall be the aggregate sum of US$250,000 (the "Purchase Price"). The Purchaser shall satisfy payment of the Purchase Price by delivering to the Vendor at Closing a cheque or bank draft payable to "TJJ Holdings Inc." in the aggregate amount of the Purchase Price.


2.3

Additional Documentation


The Vendor will provide at Closing any required notices of transfer, quitclaim deeds or other documentation necessary to complete or evidence the transfer of the Vendor's interest in and to the Assets to the Purchaser.


2.4

Filing of Documentation


On the date of Closing the Purchaser will file all necessary documentation with the Mineral Titles Office, Gold Commissioner's Office or such other governmental office as required, to transfer full beneficial and legal title to the Assets to the Purchaser.


ARTICLE 3

REPRESENTATIONS AND WARRANTIES


3.1

Representations and Warranties of the Vendor


The Vendor represents and warrants to the Purchaser that it is the sole beneficial owner of the Assets and that it has the right and authority to sell, transfer and assign to the Purchaser its entire interest in and to the Assets.


ARTICLE 4

GENERAL


4.1

Further Assurances


Each party hereto will, from time to time and at all times hereafter upon request, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.




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4.2

Governing Law


This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of British Columbia and the federal laws of Canada applicable therein.


4.3

Successors and Assigns


This Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, executors, administrators, trustees, receivers, successors and assigns.


4.4

Entire Agreement


This Agreement states the entire agreement between the parties hereto with respect to the purchase and sale of the interest of the Vendor in and to the Assets. No amendments shall be made to this Agreement unless in writing, executed by the parties.


4.5

Counterparts


This Agreement may be executed in counterparts and may be delivered by facsimile or email transmission, each of which when executed and delivered by either of the parties to the other shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.


4.6

Headings


The insertion of headings in this Agreement is for convenience of reference only and does not affect the construction or interpretation of the provisions of this Agreement.


4.7

Severability


If one or more provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.


IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.


TJJ HOLDINGS INC.


By:

/s/ Thomas Kennedy

Name:

Thomas Kennedy

Title:

Director


ARRIS RESOURCES INC.


By:

/s/ Lucky Janda

Name:

Lucky Janda

Title:

President




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Schedule "A"


ASSETS


TENURE

NUMBER

TENURE

TYPE

CLAIM

NAME

OWNER

MAP

NUMBER

GOOD TO

DATE

STATUS

AREA

557726

Mineral

MOLY 1

218311

(100%)

104N

2008/dec/15

GOOD

373.857

557728

Mineral

MOLY2

218311

(100%)

104N

2008/dec/15

GOOD

259.978

558244

Mineral

MOLY3

218311

(100%)

104N

2008/dec/15

GOOD

162.615

558245

Mineral

MOLY4

218311

(100%)

104N

2008/dec/15

GOOD

325.107

558784

Mineral

MOLY5

218311

(100%)

104N

2008/dec/15

GOOD

406.399

558787

Mineral

MOLY6

218311

(100%)

104N

2008/dec/15

GOOD

259.989

558788

Mineral

MOLY7

218311

(100%)

104N

2008/dec/15

GOOD

389.984

558789

Mineral

MOLY8

218311

(100%)

104N

2008/dec/15

GOOD

373.631

558790

Mineral

MOLY9

218311

(100%)

104N

2008/dec/15

GOOD

389.819

558791

Mineral

MOLY10

218311

(100%)

104N

2008/dec/15

GOOD

406.617

558792

Mineral

MOLY11

218311

(100%)

104N

2008/dec/15

GOOD

406.619

558793

Mineral

MOLY11

218311

(100%)

104N

2008/dec/15

GOOD

406.361

558794

Mineral

MOLY13

218311

(100%)

104N

2008/dec/15

GOOD

406.362

558795

Mineral

MOLY14

218311

(100%)

104N

2008/dec/15

GOOD

406.143

562965

Mineral

M1

218311

(100%)

104N

2008/dec/15

GOOD

276.459

562981

Mineral

M2

218311

(100%)

104N

2008/dec/15

GOOD

178.927

573855

Mineral

MO 1

218311

(100%)

104N

2009/j an/16

GOOD

113.734

583081

Mineral

MOLY15

218311

(100%)

104N

2009/apr/29

GOOD

292.798

583103

Mineral

MOLY16

218311

(100%)

104N

2009/apr/29

GOOD

243.967

583108

Mineral

MOLY16

218311

(100%)

104N

2009/apr/29

GOOD

243.998

583116

Mineral

TKMOLY

218311

(100%)

104N

2009/apr/29

GOOD

390.55

586661

Mineral

TK 2

218311

(100%)

104N

2009/jun/21

GOOD

113.867




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