COMMON STOCK PURCHASE WARRANTS To Purchase ________ Shares of Common Stock of TERRA NOSTRA RESOURCES CORP.Common Stock Purchase Warrant • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, ___________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to the fifth anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terra Nostra Resources Corp., a Nevada corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be US$1.75. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purcha
THIS AGREEMENT made this day of 26 August 2002. BETWEEN:Asset Purchase Agreement • November 14th, 2002 • Terra Nostra Resources LTD • Oil & gas field exploration services
FACT CORPORATION, Formerly Capital Reserve Corporation, a body corporate having an office in the City of Calgary, in the Province of Alberta (hereinafter called the "Vendor")
THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND...Securities Purchase Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • New York
SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of August 28, between Terra Nostra Resources Corp., a Nevada corporation (the “Company”), and each person or entity listed as a Purchaser on Schedule I attached to this Agreement (collectively and individually, the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note.
THIS AGREEMENT made this day of 15th day of June 2003. BETWEEN:Rescission Agreement • November 14th, 2003 • Terra Nostra Technology LTD • Oil & gas field exploration services
TERRA NOSTRA TECHNOLOGY LTD., a Nevada corporation with offices in the City of Montreal, in the Province of Quebec (hereinafter called the "Vendor")
Joint Venture ContractJoint Venture Contract • October 12th, 2005 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
In accordance with the Laws of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Law”) and other relevant Chinese laws and regulations, Shandong Jinpeng Copper Co., Ltd. and Terra Nostra Resources Corp., previously known as Terra Nostra Technology Ltd. (hereinafter referred to as the “Parties”), in accordance with the principles of equality and mutual benefit, and through friendly consultations, agree to enter into this Amended and Restated Joint Venture Contract (referred to herein as this “Amended Contract”), which amends and fully restates that certain Joint Venture Contract entered into by the parties on December 11th 2004 (referred to herein as the “Original Contract”), which was amended on January 10th, 2005, for the purpose to jointly invest to set up a Chinese Foreign Joint Venture (the “Joint Venture”) in Shandong Province of the People’s Republic of China.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • Nevada
This Registration Rights Agreement (“Agreement”) is entered into as of August 29, 2007, between Terra Nostra Resources Corp., a Nevada corporation (the “Company”) and each of the parties listed under “Holders” hereto (each, a “Holder”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 10th, 2003 • Terra Nostra Technology LTD • Oil & gas field exploration services • Quebec
BETWEEN: TERRA NOSTRA RESOURCES LTD, a corporation duly constituted under the laws of the state of Nevada, USA, and having an office at 2160, de la Montagne, suite 720, Montreal (Quebec), H3G 2T3
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Convertible Note • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals • New York
THIS NOTE is one of a duly authorized issue of Notes issued by TERRA NOSTRA RESOURCES CORP., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company’s 10% Senior Secured Convertible Promissory Note Due ________, 2008 (“Maturity Date”) in an aggregate principal amount equal to Twelve Million Five Hundred Thousand U.S. Dollars (U.S. $12,500,000.00) (the “Notes”).
DISPOSITION AGREEMENTDisposition Agreement • May 23rd, 2005 • Terra Nostra Resources Corp. • Biological products, (no disgnostic substances) • Nevada
This Disposition Agreement (this “Agreement”), executed as of April 4, 2005 and effective as of the 31st day of March, 2005, by and between Terra Nostra Resources Corp (herein “Transferor”) and Quattro Investments Ltd. (herein “Transferee”) and Biointegra, Inc. (herein “Company”). In consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
Joint Filer Agreement and Power of AttorneyJoint Filer Agreement and Power of Attorney • November 28th, 2008 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.001 per share, of Terra Nostra Resources Corp., a Nevada corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Venture ContractJoint Venture Contract • January 23rd, 2006 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
In accordance with the Laws of the People’s Republic of China (“PRC”) on Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Law”) and other relevant laws and regulations of PRC, Zhang Ke, Zouping Jinwang Copper Co., Ltd. and Terra Nostra Resources Corp., previously known as Terra Nostra Technology Ltd.(hereinafter referred to as the “Parties”), in accordance with the principles of equality and mutual benefit, and through friendly consultations, agree to enter into this Amended and Restated Joint Venture Contract (referred to herein as this “Amended and Restated Agreement”), which amends and fully restates that certain Joint Venture Contract entered into by the parties on December 11th 2004 (referred to herein as the “Original Contract”), which was amended on January 10th, 2005, for the purpose to jointly invest in Shandong Jinpeng Copper Co., Ltd. and to convert it to a Chinese Foreign Joint Venture (the “Joint Venture”) in Shandong Province of the PRC.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 15th, 2004 • Terra Nostra Technology LTD • Oil & gas field exploration services • Nevada
TERRA NOSTRA TECHNOLOGY LTD., a corporation duly constituted under the laws of the State of Nevada, USA, and having an office at 2160, de la Montagne, suite 720, Montreal (Quebec), H3G 2T3
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 15th, 2004 • Terra Nostra Technology LTD • Oil & gas field exploration services • Quebec
TERRA NOSTRA TECHNOLOGY LTD, legally constituted having his head office in the 2160, de la Montagne Street, suite 720, in Montreal, province of Quebec, Canada, H3G 2T3, represented to the present by Mr. Regis Bossé, duly authorized for the purposes of the present;
Joint Filer Agreement and Power of AttorneyJoint Filer Agreement and Power of Attorney • December 23rd, 2008 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.001 per share, of Terra Nostra Resources Corp., a Nevada corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
THIS AMENDING AGREEMENT is made effective the 10th day of January, 2005.Joint Venture Agreement • August 17th, 2005 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
Shandong Jinpeng Copper Co., Ltd., (hereinafter referred to as Party A), registration number 3723301800059, registered in Shandong province, China, and its legal address is at Zouping, Shandong Province, People’s Republic of China.
ACQUISITION AGREEMENTAcquisition Agreement • December 16th, 2004 • Terra Nostra Technology LTD • Biological products, (no disgnostic substances) • Nevada
RTO Investments Corp. (“RTO”) is a private company, having a registered office address of Ansbacher House, PO Box N-7768, Bank Lane, Nassau, Bahamas;
Shandong Quanxin Stainless Steel Co. Joint Venture ContractJoint Venture Contract • August 17th, 2005 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
GENERAL CONVEYANCE AGREEMENTGeneral Conveyance Agreement • May 14th, 2002 • Terra Nostra Resources LTD • Oil & gas field exploration services
BUCCANEER HOLDINGS INC., a Company incorporated pursuant to the laws of the Country of Belize and having an office at 25 Regent Street, Belize City, Belize, Central America;
PLEDGE AGREEMENTPledge Agreement • September 6th, 2007 • Terra Nostra Resources Corp. • Primary smelting & refining of nonferrous metals
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of this 29th day of August, 2007 is made among each of the Pledgors listed on the signature pages hereof (each, a “Pledgor”), the holders of the Notes (as defined herein) listed as the Secured Parties on the signature pages hereof (each, a “Secured Party”) and Wollmuth Maher & Deutsch LLP, as collateral agent (the “Collateral Agent”) hereunder for the benefit of the Secured Parties.
THIS AMENDMENT TO THE ACQUISITION AGREEMENT (this “Amendment’) is made effective the 21st day of April, 2005.Acquisition Agreement • April 26th, 2005 • Terra Nostra Resources Corp. • Biological products, (no disgnostic substances)
RTO Investments Corp (“RTO”) and Terra Nostra Technology Ltd. (“Terra Nostra”), now Terra Nostra Resources Corp., entered into an Acquisition Agreement dated December 10th, 2004 (the “Acquisition Agreement”), and;
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 20th, 2004 • Terra Nostra Technology LTD • Biological products, (no disgnostic substances) • Nevada
TERRA NOSTRA TECHNOLOGY LTD., a corporation duly constituted under the laws of the State of Nevada, USA, and having an office at 2160, de la Montagne, suite 720, Montreal Quebec, H3G 2T3
