exh4-171.htm

EX-4.171 20 exh4-171.htm exh4-171.htm

Exhibit 4.171

TIONAGA PROPERTY

This Agreement is dated for reference the 19th day of November 2009

BETWEEN:

FRED ROSS

958 Park Avenue

Timmins, Ontario P4N 7K6

Tel: (705) 267-1791 (as to 40%)

AND:

GARRY WINDSOR

756 McClinton Drive

Timmins, Ontario P4N 4P8

Tel: (705) 268-0095 (as to 20%)

AND:

PIERRE ROBERT

128 Jubilee Avenue

Timmins, Ontario P4N 5W6

Tel: (705) 262-6197 (as to 20%)

AND:

DENIS LA FOREST

387 Empire Avenue

Timmins, Ontario P4N 5V3

Tel: (705) 268 2961 (as to 20%)

(the above hereinafter collectively referred to as the "Optionors")

ALL OF THE FIRST PART

AND:

AMADOR GOLD CORP.

#711 - 675 West Hastings Street

Vancouver, British Columbia V6B 1N2

(the above hereinafter referred to as the "Optionee")

OF THE SECOND PART

WITNESSES THAT WHEREAS Optionors are the recorded and beneficial owners of a 100% legal and beneficial interest in and to certain mining claims situated in Ontario, more particularly described in Schedule "A" attached hereto (collectively the "Property");

AND WHEREAS the Optionors desire to grant and the Optionee is desirous of obtaining an option to acquire a 100% undivided interest in and to the Property upon terms and subject to the conditions herein contained.

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree as follows:

1.	GRANT OF OPTION

The Optionors grant to the Optionee the sole, exclusive and irrevocable right and option (the “Option”) to acquire an undivided 100% right, title and interest in and to the Property, in accordance with the terms of this Agreement.

2.	OPTION ONLY

This is an option only and except as specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any payments hereunder and any act or acts, or payment or payments as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further payment. If the Option is terminated before the Option is exercised, the Optionee shall not be bound thereafter in debt, damages or otherwise under this Agreement, except as provided for in this Agreement, and all payments theretofore paid by the Optionee shall be retained by the Optionors for their own use absolutely.

- -

3.	TERMS OF THE OPTION

In order to maintain the Option in good standing and earn a 100% right, title and undivided interest in and to the Property, the Optionee, subject to paragraph 2, shall:

(a)	pay to the Optionors $25,000 upon upon receipt of regulatory approval;

(b)

pay to the Optionors $25,000 on or before the date which is 12 months from the date of regulatory approval;

(c)

pay to the Optionors a further $25,000 on or before the date which is 24 months from the date of regulatory approval;

(d)

pay to the Optionors a further $25,000 on or before the date which is 36 months from the date of regulatory approval;

(e)

issue to the Optionors 250,000 common shares of the Optionee upon receipt of regulatory approval;

(f)

issue to the Optionors 250,000 common shares of the Optionee 12 months from the date of regulatory approval;

(g)

issue to the Optionors a further 250,000 common shares of the Optionee 24 months from the date of regulatory approval; and

(h)

issue to the Optionors a further 250,000 common shares of the Optionee 36 months from the date of regulatory approval.

4.	EXERCISE OF THE OPTION

If the Optionee has paid $100,000 and issued 1,000,000 shares of the Optionee to the Optionors, the Optionee shall be deemed to have exercised the Option and will have acquired an undivided 100% right, title and interest in and to the Property, subject only to the Royalty Interest reserved to the Optionors pursuant to paragraph 6 hereof.

OPERATOR

During the term of the Option, the Optionee shall be the operator for purposes of developing and executing exploration programs.

6.	ROYALTY INTEREST

The Optionors shall be entitled to receive and the Optionee shall pay to the Optionors a royalty equal to 3% of the net smelter returns (the “Royalty Interest”) calculated and payable from the Property in accordance with the provisions of Schedule “B” attached hereto.

The Optionee may at any time purchase one-half (1.5%) of the Royalty Interest from the Optionors for $1,000,000 for each 0.5% interest, to a total of $3,000,000 for a 1.5% interest, thereby leaving the Optionors with a 1.5% Royalty Interest.

7.	RIGHT OF ENTRY

During the currency of the Option the Optionee and its employees, agents and any person duly authorized by the Optionors shall have the sole and exclusive right to:

(a)

enter in, under and upon the Property;

(b)

have exclusive and quiet possession thereof subject to the rights of the Optionors hereunder;

(c)

do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider desirable;

(d)

bring upon and erect upon the Property such mining facilities as the Optionee may consider advisable; and

(e)

remove from the Property and dispose of reasonable quantities of ores, minerals and metals for the purposes of sampling, obtaining assays or making other tests.

8.	NOTICE OF DEFAULT AND TERMINATION BY OPTIONORS

If the Optionee should be in default in making any payments or performing any other of its obligations hereunder, the Optionors may give written notice to the Optionee specifying the default. The Optionee shall not lose any rights granted under this Agreement so long as, within thirty (30) days after the giving of such notice of default by the Optionors, the Optionee shall cure the specified default. If the Optionee fails to cure the default within the

thirty (30) day period, this Agreement shall terminate. Upon termination of this Agreement by the Optionors, the provisions of the paragraph in this Agreement entitled “Termination Prior to Acquisition of Interest” shall apply.

9.	NO PRODUCTION OBLIGATION

The Optionee shall be under no obligation whatsoever to place the Property into production.

10.	EXCLUSION OF PROPERTY

The Optionee shall have the right at any time and from time to time to elect to exclude from this Agreement any portion of the Property by not less than thirty (30) days prior written notice to the Optionors of this election; provided that any portion of the Property so excluded shall be in good standing, free and clear of all liens, charges and encumbrances, and provided further that the Optionee, if requested by the Optionors in writing, shall deliver to the Optionors recorded transfers of any mineral claims and other property interests which are included in the portion of the Property so excluded in favour of the Optionors. Upon termination of a portion of the Property, the terminated portion of the Property shall be subject to the provisions of the paragraph in this Agreement entitled “Termination Prior to Acquisition of Interest”.

11.	COVENANTS OF THE OPTIONEE

During the currency of this Agreement, the Optionee shall:

(a)

keep the Property in good standing by doing and filing of all assessment work and by the doing all other acts and things and making all other payments which may be necessary in that regard;

(b)

permit the Optionors, or their representative, duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionee in connection with work done or with respect to the Property, provided the Optionors shall not, without the prior written consent of the Optionee, such consent not to be unreasonably withheld, disclose any information obtained by it or communicated to it, to any third party except as may be required by regulatory bodies having jurisdiction over it; and

(c)

conduct all work on or with respect to the Property in a careful and workmanlike manner and in compliance with the applicable laws of the jurisdiction in which the Property is located and indemnify and save the Optionors harmless from any and all claims, suits or actions made or brought against the Optionors as a result of work done by the Optionee on or with respect to the Property.

12.	COVENANTS OF THE OPTIONORS

During the currency of this Agreement, the Optionors covenant and agree with the Optionee to:

(a)

not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Optionee hereunder;

(b)

make available to the Optionee and its representatives all records and files relating to the Property in its possession and permit the Optionee and its representatives to take abstracts therefrom and make copies thereof;

(c)

co-operate with the Optionee in obtaining any water appropriation license, surface licenses and any other rights or licenses on or related to the Property, the Optionee deems necessary or desirable; and

(d)

promptly provide the Optionee with any and all notices and correspondence from government or regulatory agencies in respect of the Property.

13.	REPRESENTATIONS AND WARRANTIES OF THE OPTIONORS

The Optionors hereby represent and warrant to the Optionee that:

(a)

the Optionors are the legal and beneficial owners of the Property;

(b)

the Property consists of those mining claims more particularly described in Schedule “A”, all of which were duly and validly located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement;

(c)

the Property is in good standing, free and clear of all liens, charges and encumbrances;

(d)

there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and

(e)

the Optionors have the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same.

The representations and warranties of the Optionors herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionors shall indemnify and save the Optionee 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 contained in this Agreement. The Optionors acknowledge and agree that the Optionee has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder. The Optionee may deduct the amount of any such loss or damage from any amounts payable by it to the Optionors hereunder.

14.	TERMINATION PRIOR TO ACQUISITION OF INTEREST

If the Option is terminated, or if this Agreement is terminated prior to the exercise of the Option by the Optionee, the Optionee shall return to the Optionors forthwith exclusive and quiet possession of the following claims:

4246161, 4247296, 4247626, 4247629, 4247683, 4247684, 4247685, 4247687, 4247688, 4247689, 4250796, 4250797, 4251713, 4251714, such claims to be returned in good standing for a period of one year, free and clear of all liens, charges and encumbrances.

15.	ADDITIONAL TERMINATION

In addition to any other termination provisions contained in this Agreement, the Optionee shall at any time have the right to terminate its rights and future obligations under this Agreement by giving notice in writing of such termination to the Optionors, and in the event of such termination, the Optionee shall not earn any interest in the Property, and this Agreement, save and except for the provisions of the paragraph in this Agreement entitled “Termination Prior to Acquisition of Interest” hereof, shall be of no further force and effect.

16.	FORCE MAJEURE

If the Optionee is prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Optionee, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay. The Optionee, insofar as is possible, shall promptly give written notice to the Optionors of the particulars of the reasons for any prevention or delay under this paragraph, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Optionors as soon as such cause ceases to subsist.

17.

NOTICE

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered or if mailed by registered mail in Canada, (save and except during the period of any interruption in the normal postal service within Canada) or sent by facsimile transfer to either party at the addresses first set out above and any notice given as aforesaid shall be deemed to have been given, if delivered or sent by facsimile transfer, when delivered or faxed, or if by mail, on the third business day after the date sent by mail . Either party may from time to time by notice in writing change its address for the purpose of this paragraph.

18.	FURTHER ASSURANCES

The parties hereto agree to execute all such further or other assurances and documents and to do or cause to be done all acts necessary to implement and carry into effect the provisions and intent of this Agreement.

19.	TIME OF ESSENCE

Time shall be of the essence of this Agreement.

20.

TITLES

The titles to the respective paragraphs hereof shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only.

21.

SCHEDULES

The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were contained in the body hereof.

22.	VOID OR INVALID PROVISION

If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and in no way be affected, impaired or invalidated thereby.

23.	SUCCESSORS AND ASSIGNS

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, assigns, heirs, executors or administrators as the case may be.

24.

APPROVALS

The Optionee and the Optionors hereby acknowledge that this Agreement shall be subject to all necessary regulatory approvals.

25.	ARBITRATION

If any question, difference or dispute shall arise between the parties or any of them in respect of any matter arising under or in connection with the subject matter of this Agreement, or in relation to the construction hereof, the same shall be determined by the award of a single arbitrator under the Commercial Arbitration Act of the

Province of Ontario, and the decision of the arbitrator shall in all respects be conclusive and binding upon all the parties.

26.	ASSIGNMENT

This Agreement and any Agreement contemplated hereby may not be assigned by the Optionee without the written consent of the Optionors, such consent not to be unreasonably withheld.

27.	AFTER-ACQUIRED PROPERTY

There is no area of interest clause on this property.

28.	GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario.

29.	PRIOR AGREEMENTS

This Agreement contains the entire agreement between the parties in respect of the Property and supersedes all prior agreements between the parties hereto with respect to the Property, which said prior agreements shall be deemed to be null and void upon the execution hereof.

30.	EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written.

SIGNED and DELIVERED by

FRED ROSS in the presence of:

/s/ Garry Windsor

Witness Signature /s/ Fred Ross

FRED ROSS

Garry Windsor

Witness Name (printed)

756 McClinton Drive, Timmins, ON, P4N 4P8

Address

SIGNED and DELIVERED by

GARRY WINDSOR in the presence of:

/s/ Fred Ross

Witness Signature /s/ Garry Windsor

GARRY WINDSOR

Fred Ross

Witness Name (printed)

958 Park Ave., Timmins, ON, P4N 7K6

Address

SIGNED and DELIVERED by

PIERRE ROBERT in the presence of:

/s/ Fred Ross

Witness Signature /s/ Pierre Robert

PIERRE ROBERT

Fred Ross

Witness Name (printed)

958 Park Ave., Timmins, ON, P4N 7K8

Address

SIGNED and DELIVERED by

DENIS LA FOREST in the presence of:

/s/ Fred Ross

Witness Signature /s/ Denis La Forest

DENIS LA FOREST

Fred Ross

Witness Name (printed)

958 Park Ave., Timmins, ON, P4N 7K8

Address

AMADOR GOLD CORP.

Per: /s/ Alan D. Campbell

Alan D. Campbell, Director & CFO

SCHEDULE "A"

REFERRED TO IN THE AGREEMENT DATED FOR REFERENCE THE 19TH DAY OF NOVEMBER 2009 BETWEEN FRED ROSS, GARRY WINDSOR, PIERRE ROBERT, DENIS LA FOREST AND AMADOR GOLD CORP.

The Property consists of the following claims in the Porcupine Mining Division, Ontario:

Township	Claim Number	# of Units	Recording Date	Due Date
Horwood	4246161	6	Nov. 14, 2008	Nov. 14, 2010
Horwood	4247296	4	Aug. 4, 2009	Aug. 4, 2011
Horwood	4247626	9	April 23, 2009	Feb. 26, 2011
Horwood	4247629	16	Feb. 25, 2009	Feb. 25, 2011
Horwood	4247683	16	April 28, 2009	April 28, 2011
Horwood	4247684	2	April 23, 2009	April 23, 2011
Horwood	4247685	15	April 28, 2009	April 28, 2011
Horwood	4247687	12	April 23, 2009	April 23, 2011
Horwood	4247688	16	April 23, 2009	April 23, 2011
Horwood	4247689	8	April 23, 2009	April 23, 2011
Horwood	4250796	13	Sept. 8, 2009	Sept. 8, 2011
Horwood	4250797	16	Sept. 8, 2009	Sept. 8, 2011
Silk	4251713	3	Nov. 3, 2009	Nov. 3, 2011
Silk	4251714	16	Nov. 3, 2009	Nov. 3, 2011
Total Units		152

SCHEDULE "B"

REFERRED TO IN THE AGREEMENT DATED FOR REFERENCE THE 19th DAY OF NOVEMBER 2009 BETWEEN FRED ROSS, GARRY WINDSOR, PIERRE ROBERT, DENIS LA FOREST AND AMADOR GOLD CORP.

NET SMELTER RETURNS

1.	For all diamonds, gems and other precious and semi-precious stones (“Stone Products”) mined or produced from the Property, the Optionee shall pay to the Vendor a Royalty equal to a percentage of the net sales returns (“NSAR”) realized from the sale or disposition of the Stone Products.

For all metals, bullion or concentrates (“Other Products”) mined or produced from the Property, the Optionee shall pay to the Vendor a Royalty equal to a percentage of the net smelter returns (“NSMR”) realized or deemed to be realized as hereinafter provided, from the sale or disposition of the Other Products.

The aforementioned percentage of the NSAR and percentage of the NSMR shall be that determined in accordance with the provisions of Section 4 of the Agreement to which this Schedule B forms a part; and in the calculation of the Royalty, such percentage is applied to 100% of the NSAR or NSMR, as the case may be, regardless of dilution of the Optionee’s working interest or entitlement with respect to the Agreement, the Property or the Products.

4.	For the purposes of this Schedule B, the term “Products” shall be interpreted as a collective reference to Stone Products and Other Products and the term “Royalty” shall be interpreted as a collective reference to the NSAR Royalty and the NSMR Royalty.

5.	Net Sales Returns Royalty – Stone Products

Net sales returns means the gross proceeds from the sale or disposition of Stone Products to an independent purchaser, after deducting therefrom the cost of Valuation, Sorting, Shipping and Insurance in connection with the Stone Products as well as any sales, excise, production, export and other duties, levies, assessments and taxes (except income taxes) payable on the production or sale of Stone Products (but not income taxes), and for the purposes hereof:

“Valuation” means the establishing of a value for each lot or group of sorted Stone Products for purposes of reference when negotiating with a potential purchaser of the same;

ii.

“Sorting” means separation of Stone Products from waste materials and dividing them into groups according to quality, size, or other characteristics, and then the division of such groups into appropriate lots or groups for valuing and/or sale, it being acknowledged that in the case of gem quality Stone Products, a group or lot may be a single stone;

iii.

“Shipping” means all methods of transportation or places of storage of Stone Products from the moment they leave the Property until the passing of title thereto or risks therefore (whichever is the later) to an independent purchaser, including, without limitation, any cost that may be incurred by reason of such methods or places used or any sorting or valuation facilities being situated off the Property; and

iv.

“Insurance” means all insurance that the Optionee considers advisable to protect all or part of the Stone Products in the possession or control of the Optionee (including, without limitation, during shipping) until the passing of title thereto or risks therefore (whichever is the later) and including, without limitation, the insurance or bonding of any person who does or may come into contact with any such Stone Products at any point during the operations of the Optionee whether such person is an employee of the Optionee or otherwise.

If Stone Products are sold to any entity with which the Optionee does not deal at arm’s length, the Stone Products shall for the purposes hereof be deemed to have been sold at prices determined by an independent valuator chosen by the Vendor.

the Optionee shall not have the right to commingle Stone Products produced from the Property with similar products produced from other properties.

6.	Net Smelter Returns Royalty – Other Products

Net smelter returns means the gross proceeds from the sale or disposition of Other Products removed from the Property after deducting the costs of treatment, tolling, smelting, refining and minting of such products and all costs associated therewith such as transporting, insuring, handling, weighing, sampling, assaying and marketing, as well as all penalties, representation charges, referee’s fees and expenses, import taxes and export taxes; and the term "smelter" shall mean conventional smelters as well as any other type of production plant used in lieu of a conventional smelter to reduce concentrates.

If smelting, refining, treatment, assay or sampling of Other Products is performed by facilities owned or controlled by the Optionee or any of its affiliates, all charges, costs and penalties therefore to be deducted pursuant to the foregoing paragraph shall be equal to and not exceed actual costs incurred by the Optionee in carrying out such processes and shall not exceed such amounts which the Optionee would have incurred if such operations were conducted at facilities operating at arm’s length to the Optionee, and which were then offering comparable services for comparable quantities and quality of Other Products.

The Optionee shall have the right to commingle Other Products produced from the Property with metals, bullion or concentrates produced from other properties. Before commingling, Other Products from the Property shall be weighed, sampled, assayed, measured or gauged by the Optionee in accordance with sound mining and metallurgical practices for moisture, penalty substances and payable content. Records shall be kept by the Optionee for a reasonable time showing weights, moisture and assays of payable content. Prior to commingling, the Optionee shall give thirty (30) days notice to the Vendor specifying its decision to commingle and outlining the procedures it proposes to follow.

General

Royalties shall accrue at the time of sale or deemed sale, as applicable, and they shall become due and payable in cash on a calendar quarter basis, on the twentieth (20th) day of the month next following the calendar quarter in which they accrue.

At the time of making each Royalty payment to the Vendor, the Optionee shall provide the Vendor with a certificate of a senior officer of the Optionee certifying as to the accuracy of the calculations of the Royalty payment and setting out the method of the calculation thereof to which shall be attached a true copy of the related smelter or sales receipt or receipts.

Net sales returns and net smelter returns upon the respective Products shall be calculated exclusively as provided herein, and the Royalty computed thereon shall be determined without regard to any “hedging”, “forward”, “futures” or comparable sales (collectively referred to as “future trading”) of such Products by or on behalf of the Optionee. The Vendor shall not be entitled to any benefit of or be subject to any loss attributable to such future trading by the Optionee.

The Optionee shall cause to be kept proper books of account, records and supporting materials covering all matters relevant to the calculation of Royalties payable to the Vendor, and the reasonable verification thereof; and the Vendor shall have, from time to time, the unfettered right, during regular business hours and on reasonable notice, to carry out at its sole cost and expense an audit by established independent professionals chosen by the Vendor, of the methodology and manner of calculating all Royalty payments hereunder and the Optionee shall provide, during regular business hours and on reasonable notice, unrestricted access to its books, accounts, records, vouchers, smelter settlements, sales receipts and related documentation for this purpose. Should there be any difference in the amount of the Royalty payment or payments which are ultimately determined by the process to be in the Vendor’s favour, which exceed three (3%) percent of the amount of the Royalty paid to the Vendor, then the cost of said audit, to the extent reasonable, shall be reimbursed to the Vendor by the Optionee.

Any dispute relating to the quantum or methodology of calculating all Royalties payable hereunder shall be settled by arbitration pursuant to the provisions of the Agreement.

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