PURCHASE/CONVEYANCE AGREEMENT
(HEREINAFTER "PARTICIPATION AGREEMENT") FOR
“CARBON MINERAL INTEREST UNITS” IN
“THE RAVEN”
A MET-COAL MINERAL ASSET HOLDING OF THE “AACCTTSS FOUNDATION”
SUBJECT TO
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Raven Mine Management & Mineral Holding Company's mining lease (hereinafter Raven Mining);
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International Carbon & Rare Earth Brokerage's right to market the Presale and arrange the subsequent resale of all coal mined under this agreement (hereinafter ICARE Brokerage);
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The understanding that any coal purchased under this program is collateralized and contained in the whole of the mineral boundary, is planed for settlement as soon as possible from the mined coal by percentage, and, in good faith manner, balances the concerns of not jeopardizing the sustainability of the mining effort, nor unjustly delays participants from receiving their ROI, nor enter the market at a time unfavorable to participants;
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An understanding that financial and legal decisions should be made subject to proper due diligence and the advice and counsel of competent CPAs and Attorneys, and that no specific financial performance is guaranteed; and
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An acknowledgement of the following Disclaimer: Project performance related to this opportunity can be affected by the global mineral markets and as such, as is true with most investments and purchases for resale, earnings are subject to market conditions and project success; thus, even though an abundance of caution is being used to secure success, participants should only use income they deem to be disposable (income for which they can tolerate the risk and loss).
This CONVEYANCE AGREEMENT OF “CARBON MINERAL INTEREST UNITS” (hereafter CIMUs) in “The RAVEN”, a metallurgical coal mineral asset holding of the “AACCTTSS Foundation, Inc.” (hereafter “ACTS”) is subject to an absolute right of Raven Mining to mine and ICARE Brokerage to resale and is contained and collateralized in the whole of the mineral boundary, and entered into by and between the parties as identified below with an effective date as of the time this webform is submitted.
WHEREAS, "The Raven" is one of the largest virtually untapped environmentally advantageous Metallurgical Coal deposit in America;
WHEREAS, ACTS holds the gateway property and entry point into the Raven Seam of Coal, a Trillion Dollar plus Coal Development Project known as "The Raven" Coal Project in Virginia;
WHEREAS, ACTS, through its gateway portal which is owned in fee simple with all mineral rights owned to the center of the earth, can access and control an estimated 1800 Sq Miles or 1.152 million acres of Raven metallurgical coal with an engineering calculated approximate net value of $1.307 trillion, and with a statutorily supported right in the Appalachian Coalfields to begin land development, to permit, bond, and operate a mine the same seam under the laws and regulations of the Commonwealth of Virginia;
WHEREAS, Party of the First Part is the fee owner of the gateway portal to which the CMI Unit(s) attach and serves as the legal agent under corporate ownership of certain Mineral Interest situated in WISE County, Virginia, with interest being contained within the rights identified and reserved from the following track and its legal description:
BEGINNING at an iron pin on northern edge of Old Coeburn Road, a common corner to Ring Brothers; thence leaving said road and with Ring N 17° -40' W, 425.41' to an iron pipe; thence S 76°-53' W, 50.97 to an iron pipe; thence N 17°-19' W, 111.94' to an iron pin; thence N 36°-13' W, 184.14' to an iron pin; thence N 50°-18' W, 124.09' to a concrete monument on the southern edge of right of way of Alt. U.S. 58; thence leaving Ring and with said right of way N 65°-26' E, 284.74' to a concrete monument; thence N 74°-47' E, 165.93' to an iron pin; thence N 63°-18' E, 215.28' to an iron pin, thence S 67°-37' E, 98.94' to an iron pin on western edge of a road; thence with said road right of way a curve to the right of a delta of 61°-00', radius of 55.00', tangent of 32.40', arc length of 58.56', chord length of 55.83', chord bearing of S 37°-07 E to an iron pin; thence S 10°-00' E, 25.81' to an iron pin; thence S 21°-36' E, 80.32' to an iron pin; thence S 57°-51' E, 111.83' to an iron pin at a wire fence corner; thence leaving said road and with said fence S 7°-51' W, 65.65' to a wire fence corner; thence N 88°-54' W, 622.20' to an iron pin at a wire fence corner; thence S 17°-40' E, 726.71' to an iron pin on northern edge of Old Coeburn Road; thence with said road N 86°-32' W, 36.00' to the BEGINNING. Containing 4.57 acres more or less.
NOTE: Included in the 4.57 acre parcel is a .033 acre triangle situated on the northeastern corner of said road right of way on Alternate R. U.S. 58 and described as follows; BEGINNING at an iron pin at intersection of said right of way line; thence N 71°-18' E, 60.75' to an iron pin; thence S 10°-00' E, 48.22' to an iron pin; thence with a curve to the left with a delta of 7°-51', radius of 85.00', a tangent of 5.83', arc of 11.65', chord of 11.64' and chord bearing of N 63°-42' W to an iron pin; thence N 67°-37' W, 60.00' to the BEGINNING.
There is further GRANTED and CONVEYED unto Grantee all mineral rights pertaining to the 4.57 acre tract of property herein conveyed, as well as all the minerals and mineral rights which were previously reserved from that tract of property conveyed unto Tim Morgan or Morgan McClure Chevrolet, where the Morgan-McClure car dealership is presently located.
BEING a part of the same tract of land conveyed and recorded in the Clerk's Office of the Circuit Court of Wise County, Virginia, by deed dated August 11, 2009, and as Instrument Number 200902638.
WHEREAS, the project has been submitted for review to various experts, professionals, government officials, and consultants in mine engineering and law, and was been previously approved for a mining permit.
NOW, THEREFORE, in and for the consideration of the mutual covenants and obligations contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), and each parties' subsequent actions and reliance, all Sellers/Grantors hereby grant, convey, and warranty (or alternatively asserts by Contract or Corporate Guarantee) to all Buying parties, in addition to title interest, the exclusive and immediate right to possess their proportional interest in the aforementioned “Property's Mineral Interest”, subject to the Parties acceptance of the terms and conditions as outlined herein, which are accepted upon the effective date of this agreement as timestamped at execution by this webform.
IN ACCORDANCE THEREWITH, Sellers does hereby intend to convey mineral interest contained in and controlled by the above-referenced property and Buyers, while retaining an executed waiver as incorporated herein against legal defenses at law in the event of nonperformance by a Buyer to pay the purchase amount and includes a reversionary right to title in the CMI Unit(s) by the seller in the event of contractual breach. Conveyance(s) under this agreement shall constitute an equivalency of a full and final mineral sale transfer contract.
Party of the First Part: Dr. Tim Collins, President of the AACCTTSS Foundation, Inc., a Virginia Non-Stock Corporation and a faith-based Federally Predetermined 501(C)3 Tax-Exempt Charitable Corporation (the CIMU seller). Incorporated in this section are any and all "Future" or "Further" designations, delegations, sub-contractors, and assigns. In conjunction therewith, Party of the Second Part reserves the right to designate, delegate, subcontract, and/or assign any or part of their rights, privileges, and responsibilities under this agreement.
Party of the Second Part: The CIMU purchaser as identified in the form field below either representing themselves as an individual or identified in the optional "Corporation" field as the agent of a legal entity, hereafter (individually or jointly) referred to as the "Buyer."
The Party of the First Part and the Party of the Second Part are hereinafter known as the “Parties”.
AGREEMENT:
The parties agree as follows:
1. SALE OF CARBON MINERAL INTEREST UNITS (CMI UNIT(S)):
1.1 ACTS agrees to sell, and Buyer agrees to purchase, CMI UNIT(S) in "The Raven" Coal Project at a 20% discount from the above referenced property which is to sellers’ knowledge the only known viable gateway into the Raven Boundary.
1.2 Each CMI UNIT is valued at $375.00 but is sold to Buyer at a discounted rate of $300.00.
1.3 The number of FMI UNIT(S) purchased may vary, with a minimum purchase of 1 (one) unit.
2. LEASE-BACK CONTRACT:
2.1 Concurrently with the sale, Raven Mining is granted full lease and mining rights to develop and extract all coal subject to this agreement and ICARE Brokerage is granted absolute right to take the coal to market.
2.2 Coal ownership in tons is collateralized and contained in the total coal holdings of ACTS and shall be settled by percentage as the coal is mined.
3. LEASE AND MINING TERMS:
3.1 Raven Mining agrees to lease and mine coal for ACTS until the total tons purchased under this agreement are mined, taken to market, and settlement is made with Buyer. All obligations to the mining company shall be paid by ACTS and Settlement with Buyer shall be paid by ACTS.
3.2 Buyer's may elect to delay settlement for other advantages offered by company at various developmental junctures. Also, if offered and so desired, buyers may convert their coal interest into company ownership if they wish to waive settlement and remain in the project.
3.3 Furthermore, Buyers may wish to donate tonnage back to ACTS, a 25-year historic federally predetermined 501(c)3 non-profit corporation, at full market value, at any time, should time become an issue and/or they prefer a tax receipt rather than long-term project participation.
4. ADDITIONAL PROFIT & CHARITABLE CONTRIBUTION OPPORTUNITIES:
4.1 In order to provide as many access points of benefit for our Buyers, ACTS shall remain the principal in this project for settlement. Consequently, buyers may donate any portion of their mineral ownership for tax advantages.
4.2 Participants who delay settlement and stay in the project as developments are made with new technologies toward additional carbon based end products such as Organic Fertilizer, Coalbed Methane to Lab Diamonds, Metallurgical Coal crushing and reduction to Rare Earth Elements, Laser Flashing to Graphite, Biotech Bacterial refinement of Graphene, etc. can lead to significant increases in value of Raven as feed stock, new streams of revenue, and significant tax advantages should a Buyer divert dividends or payments toward ACTS charitable work.
5. ADDITIONAL PROVISIONS:
5.1 The Agreement is effective as of the dated of the submission of this webform.
5.2 All relevant provisions to ensure flexibility and compliance with IRS guidelines are included. These provisions, referred to as Sections A and B, are outlined below:
5.2.A. INCLUDED MISCELLANEOUS PROVISIONS:
5.2.A.1 Should it be determined by Party A or their CPA to be in their best interest, Party A reserves the right to contribute any amount, or any number of payments, or years, from obligations due under this agreement should conversion to stock be allowed. Party A understands that any amounts donated are attributable to the year in which they are donated. Any such action is a true charitable contribution and shall be designated as a “donation”. Party A wishes to establish herein that their intent is not to offer debt or disbursement forgiveness or forbearance but a donation.
5.2.B. PERCENTAGE PAYOUT PROVISIONS:
5.2.B.1 Because Party A is participant in this project, a friend of the charity, succeeds only when the project is sustainable and viable, and may gain substantial ROI advantages for any mutually agreed upon extensions of time concerning settlement in which they choose to remain in the project, should any standard mining cost, project development cost, growth, project enhancement opportunity, or market condition create a conflict with the operation budget or, to the contrary, should profits exceed expectation, AACCTTSS in cooperation with the Mining company may adjust the payout percentages from profits coming from mined coal towards either development or early settlement, whichever lends itself to the advantage of the overall project, growth, sustainability, and/or participant satisfaction.
5.2.C. FORMULAS AND CALCULATIONS:
5.2.C.1 The Buy-in amount per Unit during this presale shall be set based on current market pricing minus 20% (Twenty Percent) . In as much as this site uses $375 per Standard American Short Ton in the agreement and in sample documents on this web page, the final amount per Unit is subject to adjustment and correction based on published spot pricing on the day of execution of this agreement.
5.3 Likewise, settlement shall be a full fair market value on the date of the resale of the coal. If you wish to pre-designate an amount or percentage for charitable donation from your earnings please indicate that amount here (ie: $100 or 10%):
5.3.A. DONATION AMOUNT OR PERCENTAGE:
6. RECORDING COST:
6.1 In as much as Mineral Rights, not title, is passing to buyer, no deed creation or recording cost are necessary or relevant.
6.2 The Contract, Certificate of Ownership, and a Corporate Guarantee for acquisitions over $100,000, if desired, shall suffice as security for the purchaser.
6.3 Electronic delivery and e-signatures shall constitute acceptable for delivery and the creation of Originals related to Contracts, Certificates of Ownership, Receipts for Charitable Giving, and Corporate Guarantees between the parties.
7. CERTIFICATE OF OWNERSHIP AND/OR CORPORATE GUARANTEE:
7.1 Seller, a 501(C)3 non-profit, shall execute and Buyer shall hold a Certificate of Ownership and/or Corporate Guarantee for larger acquisitions created under this agreement against the Charity to strictly perform all payment and performance obligations in good faith.
8. COMMUNITY BENEFIT CHARITABLE GIVING:
8.1 Section 8 of this agreement shall hereafter be referenced as “CBCG”, and this subsection is in agreement and conformity with Sections 5.2.A & 5.2.B, provides that out of benevolence toward Charity, and in the Spirit of Community Benefit, should there be any charitable necessities, operational interruption, or development conflict that creates a priority demand on resources that could result in a funds-use or disbursement-timing conflict, the Buyer may agree to accept a delay for negotiated benefits or elect to receive a tax deductible charitable giving receipt in lieu of any enforcement remedy, or the adjudication of rights or remedies, or other penalties afforded under this agreement should any payment or disbursement become delayed, as long as the parties acknowledges and documents the same in writing, within a reasonable time.
8.2 Acceptable Documentation as articulated in the CBCG provisions shall be in the form of a “Charitable Contribution Acknowledgment Letter” (Tax Receipt) equal to the contribution and reflective of the benefit donated to the Non-Profit.
9. CONCURRENCY FRAMEWORK:
9.1 The Sale, Lease-back to Raven Mining, and approval of ICARE Brokerage shall occur Simultaniously and Concurrently at execution of this agreement.
10. ACQUISITION TERMS & INTEREST:
10.1 ACTS may accelerate all or portions of their Settlement Obligations at their discretion including payment prior to mining.
10.2 The assumption of full ownership interest in Mineral Rights is effective immediately upon execution of this agreement by the parties and receipt of payment.
10.3 This agreement shall constitute the creation of a privately contracted Corporate Guarantee between the parties, but shall be supplemented with an Official Corporate Guarantee for acquisitions over $100,000, if desired by the purchaser. These contracts, agreements, and guarantees become effective when held together with proof of payment and a duly executed copy of this agreement.
10.4 Failure to perform under this Private Contract and Corporate Guarantee, as specified in the terms and enforcement provisions, shall constitute a waiver of all rights and remedies at law by the Purchaser and result in a reversion of rights and ownership to the Seller. Any Reversion is a strict bar against present and future collections from the Buyer.
10.5 The Purchase Amount shall be set by the market, minus a 20% discount.
10.6 Settlement Amount shall be set by the market at the time of Resale by the Brokerage.
10.7 All private contractual obligations, settlement payments, dividends, or any tax receipts are due at the end of each pay period, at the time of sale, or when actualized. Normal accounting periods shall govern performance obligations relating to matters unspecified or to accommodate accounting convenience and financial best practices.
11. MINERAL INTEREST INVESTMENT INSURANCE:
11.1 Each Party grants to the other full authority to secure and obtain any necessary or required insurance protection for their mineral interest investment, if so desired.
12. COOPERATIVE FACILITATION:
12.1 In facilitation of obtaining any required or desired Mineral Interest Investment Insurance, the parties agree to fully cooperate with the carriers to facilitate the process.
13. PURCHASE:
13.1 Buyer shall pay the Seller a total of $375 USD (or market rate) for each CMI Unit purchased.
14. TAXES & INSURANCE:
14.1 Party of the First Part shall provide for all desired utilities, such as water, sewage, electricity, garbage service, other public services, and insurance required at its own expense in relation to the Gateway Property from which Party of the Second Part’s CMI Unit will be mined.
14.2 Taxes on the Property: (1) Party of the First Part shall pay and fully discharge all taxes imposed during the term of this Agreement for the property to which Party of the Second Part’s CMI Units attaches.
14.3 Insurance: The Party of the First Part shall, at their sole cost and expense, obtain and maintain in force during the Term of this agreement any necessary or required insurance coverage.
15. PARTY OF THE FIRST PART AGREES THAT DURING THE PURCHASE TERM:
15.1 Condition of Property: Buyer shall take no actions to diminish the value of the asset and shall commit no waste to the property to which the CMI Unit(s) attach.
15.2 Alterations: Party of the First Part may make improvements and alterations to the property to which the CMI Unit(s) attach consistent with the project development.
15.3 Compliance with Law: The Party of the First Part shall comply with all building, health, and fire codes for the use of the property to which the CMI Unit(s) attach.
15.4 Conduct: Party of the First Part shall not conduct on the property to which the CMI Unit(s) attach any activity deemed extremely hazardous, a nuisance, or that creates a significant risk of danger or damage to the CMI Units without proper and sufficient insurance in place to mitigate damages.
15.5 Right of Reversion: In the event of a breach of payment of purchase amounts due, seller shall have, with notice, full legal rights to terminate this Agreement and pursue reclaiming their contractual reversionary interest in the mineral rights, with the defaluting party being estopped from all legal defenses, but with 30 days to cure. Should reversion and re-claiming possession occur in relation to the CMI Unit(s), the Seller retains all remedies that may exist at law.
15.6 “AS IS” Acceptance: Purchasing parties acknowledge that they take possession and accept the CMI Unit(s) “as is”; in their present condition (in Situ), yet suitable for the resale purposes for which the CMI Unit(s) have been issued, which is suitable for development. Acceptance of possession of the interest shall be conclusively deemed to establish that the CMI Unit(s) satisfy the representations made to the Seller concerning Value and Use.
15.7 The Parties further acknowledge that unless expressly set forth in this Agreement, Seller has made no warranties, guarantees, or representation outside of this agreement as to required repair, alterations, changes, or improvements to the property to which the CMI Unit(s) attach or that the property to which the CMI Unit(s) attach are suitable for the purposes of the Buyer.
16. NOTICE REQUIRED TO EXERCISE OPTION:
16.1 No special notice is required to convert this agreement from a purchase to a right-to-mine lease or to make settlement prepayment. The Sale, Lease-back, and appointment of the Brokerage are occurring concurrently and contemporaneously as of the effective date of this agreement.
17. PURCHASE PRICE:
17.1 The total purchase price for a CMI Unit is $375 (USD) or Market Value minuse 20%. The Resale amount sall be full market value.
18. EXCLUSIVITY OF THIS AGREEMENT:
18.1 This Agreement is intended solely for the benefit of the named parties above. Buyer may only assign, convey, delegate, or transfer its obligations under this agreement with the Seller's knowledge, and may only transfer the same to a qualified party whose involvement does not substantially change or jeopardize the unique standards, conditions, and performance requirements set forth under this agreement. Any attempt to transfer or assign outside of these conditions shall be deemed null and void and may trigger the Sellers’ contractual reversionary interest.
19. CLOSING AND SETTLEMENT:
19.1 Buyer may determine the account or party to which settlement shall occur and shall inform Seller of the name, location, and wiring instructions. Electronic notification is acceptable. The buyer assumes the cost of any pay-per-use service for settlement.
20. FINANCING AVAILABILITY:
20.1 Seller Financing may be available upon request. Under such acquisition plan, prompt and regular payments are a requirement, and the responsibility of the Buyer. Failure to keep such requirements current may result in total fortitude or diminished ownership amounts and rights adjusted to reflect any unpaid principal, interest, late and collection fees. Such financing will be by separate agreement.
21. REMEDIES UPON DEFAULT:
21.1 If the buyer defaults under this Purchase Agreement, then, in addition to any other remedies available to Seller at law or in equity, Seller may terminate this Purchase Agreement by giving written notice of the termination. If terminated, the Buyer may lose their right to deposits, partial payments, refunds, etc. Should this occur, sums paid by an unsuccessful buyer shall be tax receipted back as donations to the charity. For this Agreement to be enforceable and effective, the buyer must comply with all terms and conditions of the Agreement.
21.2 Settlement under this agreement is expected, however, due to the Party of the Second Part being sympathetic towards the charitable causes of ACTS, the Party of the Second Part may waive any right, remedy, or obligation due to them as long as the non-profit documents and and provides Charitable Giving tax receipts the Buyer.
22. COMMISSION:
22.1 No brokerage or real estate commissions shall be paid with this transaction.
23. RECORDING OF AGREEMENT:
23.1 Party of the First Part is not required to preserve or record these agreements at any Public Records Office, in as much as the transaction is a lease-back and maintains the Mining Company's right to mine, fillings would be redundant and an unnecessary waste of time and resources.
24. ACKNOWLEDGMENTS:
24.1 The parties are executing this Mineral Conveyance Agreement voluntarily and without any duress or undue influence. The parties have carefully read this Agreement and have asked any questions needed to understand its terms, consequences, and binding effect and fully understand them and have been given an executed copy. The parties have sought the advice of an attorney or CPA, if so desired, prior to signing this Agreement.
25. SIGNATURES AND WITNESSES:
25.1 Both parties waive any and all legal requirements for manual physical signatures and accept e-signatures through DocuSign, Legal-Sign, or another electronic document service, and approve of 3rd party e-witness and/or e-signatures as sufficient to create acceptable originals.
26. TIMING:
26.1 Time is of the essence for this Mineral Conveyance Agreement.
27. GOVERNING LAW AND VENUE:
27.1 This Agreement shall be governed, construed, and interpreted by the Laws of the Commonwealth of Virginia and Florida. The parties further agree that the venue for all disputes related to this Agreement shall be the “freedom-of-contract” jurisdiction of Wise County, Virginia, and on federal matters, the courts of the United States of America.
28. CONTROLLING DOCUMENTS:
28.1 In the event a conflict or legal impossibility arises between the terms and conditions of this Agreement or a status change of either party creates a conflict, violation of law, or legal impossibilities, the spirit and language of this agreement shall control. The parties agree in advance to come back to the table to renegotiate, arbitrate, reconstruct, and/or draft new and perfected contracts and documents necessary to achieve results as closely aligned and anticipated within the construction of this original instrument and the intentions of its creators to achieve the most mutually beneficial ends legally permissible.
29. ENTIRE AGREEMENT & MODIFICATIONS:
29.1 This document sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Should parts of this agreement be struck down by a court of competent jurisdiction, the remaining provisions shall remain in effect if the nature and intent of the larger document can be preserved. Should provisions be removed that created undue hardship or obligations previously not anticipated, new documents shall be created as described above.
30 DISCLAIMERS:
30.1 Disclaimer # 1: Financial and legal decisions should be made with the advice and counsel of a CPA or Attorney or your choice. No specific financial performance is guaranteed. Earnings are subject to project success and market conditions; thus, participants should only use disposable income or funds they can afford to subject to risk.
30.2 Disclaimer # 2: All CMI UNIT(S) received subject to this agreement are acquired “in Situ”; situated in the original, natural, undisturbed, or existing place or position.
30.3 Disclaimer # 3: The Community Benefit Charitable Giving (hereinafter CBCG) provisions are Equally Applicable to All Sections of the Contract.
30.4 Disclaimer # 4: Computation, Cost, and Settlement Examples are illustrative approximations based on current conditions and are not necessarily binding. Fair Market Pricing shall govern acquisition and settlement.
30.5 Disclaimer # 5: At the execution of this AGREEMENT, Seller agrees to maintain:
a. All necessary Maintenance and Security on the Gateway property subject to the CMI Units.
b. All Future Taxes and Insurance Necessary on the property.
30.6 Disclaimer # 6: Parties agree that the use of a Notary is optional and that Document Witnesses are acceptable substitutions for Notarization.
31. EFFECTIVE DATE:
31.1 The effective date of this agreement and all signatures shall be the time stamp of this Webform if payment is received within 7 (seven) business days. Otherwise, the Effective Date may be Adjusted to reflect the date that funding is received.
32. FUNDING CONTINGENCY:
32.1 The terms and conditions of this agreement are not in force, nor are corresponding deductions valid, until such a time as the funds necessary to secure the number and portion of desired CMI Unit(s), contracted for purchase by the Party of the Second Part, are received and cleared by the participating bank.
33. SIGNATURES & NOTARY:
33.1 Signatures for this Property Conveyance Agreement by Corporate Guarantee subject to an Owner-Financed “Concurrent Sale-Buyback” (Confidential Document # CMIU.5777) are below:
CMI UNIT(s) SELLER:
Signature:
Name: Dr. Timothy W. Collins(
Agent for: AACCTTSS Foundation, Inc.
Effective Date (See Webform Time Stamp)
BUYER’S WITNESS:
Signature:
Name: Danielle Collins
Effective Date (See Webform Time Stamp)
CMI UNIT(s) BUYER: