ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 29, 2019, Palayan Resources Inc., (the “Company”) entered into an Assignment and Assumption Agreement (the “Agreement”) with in Vector Lithium, Inc., a Nevada corporation (the “Assignor”), and Gold Exploration Management, Inc., a Nevada corporation (the “Property Owner”). Assignor and Property Owner are parties to that certain Property Purchase Agreement, dated as of August 10, 2017, which was amended August 24, 2017, and further amended August 29, 2018 (the “Purchase Agreement”). The Agreement is relates to that certain real property and mining claims located in southeastern Inyo County, California, approximately 1.2 miles southeast of Death Valley Junction, more specifically, the acquired claims consist of 16 association placer claims accruing 2,560 Ac. (1,036 Ha) covering portions of sections 19, 30, 31 T25N, R6E, and sections 24, 25, 36 T25N, R5E of the Mount Diablo Base and Meridian (collectively the “Property”). As of the date of this Report, the 16 DVJ claims comprising the property have been located in the field with full required fees paid to Inyo County, California and the US Bureau of Land Management (“BLM”) as valid, adjudicated, and active claims. The Agreement included as exhibits, a Modification of Purchase Agreement, Addendum 1 to the Modification of Purchase Agreement, and the Property Purchase Agreement, collectively referred to hereinafter as the “Exhibits”). Pursuant to the Agreement, and the Exhibits thereto, Property Owner and Assignor agreed to assign all right, title, benefit, privileges and interest in and to, and all of Assignor’s burdens, obligations and liabilities in connection with the Property Purchase Agreement to the Company, and the Company agreed to abide by the terms and conditions of the Property Purchase Agreement, as modified. The Company agreed reimburse the Assignor the aggregate sum of $60,000USD on or before December 31, 2019 for expenditures previously spent on the Property. Further, the Company shall pay the Property Owner as follows: (i) $20,000USD on or before June 30, 2019; and, (ii) $70,000USD on or before August 15, 2019. Once the Company has rendered payments set forth above, the Property Owner shall surrender to the Company 100% ownership interest in and to the Property, subject only to a continuing 2% gross production royalty.
The Assignment and Assumption Agreement, including all Exhibits thereto, are qualified in their entirety by the complete copy of the same, as filed herewith as Exhibit 10.1.