Asset Purchase Agreements by and between VIPR Industries Inc. - and - KINTI GROUP INC. SET FORTH IN EXHIBIT A (hereinafter referred to as the "‘SUBSCRIBERS") dated February 13, 2008 and November 24, 2007
Exhibit
2.0
Asset
Purchase Agreements
by
and between
-
and -
KINTI
GROUP INC.
SET
FORTH IN EXHIBIT A
(hereinafter
referred to as the "‘SUBSCRIBERS")
dated
Supplementary
Agreement Amending The Agreement Between VIPR Industries Inc. and the Kinti
Group With Respect To Asset Purchase Agreement Of November
24th
2007
VIPR
Industries Inc. and the Kinti Group Inc.,
Noting
the Asset Purchase Agreement between, signed at Toronto on November 24. 2007,
and
Having
determined the need to adjust certain provisions of the
Agreement,
Have
agreed as follows:
For
the
purposes of this Supplementary Agreement:
(a)
"the
Agreement" means the Agreement between VIPR Industries and the Kinti Group
Inc.
with respect to the Asset Purchase Agreement, signed at Toronto, on November
24,
2007, as amended by the Supplementary Agreement Amending the Agreement between
VIPR Industries Inc. and the Kinti Group Inc. with respect to the Asset
Purchase, signed at Toronto on November 24, 2007;
Section
3
of the
Agreement is amended as follows:
Section
8, subsection (a) (f) of
the
Agreement is Amended as follows
Representations
and Warranties By VIPR. VIPR
Represents and Warrants To Kinti, the following:
a).
Organization.
VIPR is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada, and has all necessary corporate powers
to
own properties and carry on a business, and is duly qualified to do business
and
is in good standing in the State of Nevada. All actions taken by the
incorporators, directors, officers and shareholders of VIPR have been valid
and
in accordance with the laws of the State of Nevada. VIPR has undergone a change
of corporate name and has obtained a new CUSIP number for that change of
corporate name and reverse split of its Shares of Common Stock. After the VIPR
common share restructuring, VIPR shall not have more than 18,873,715 (Eighteen
Million Eight Hundred and Seventy Three Thousand Seven Hundred and Fifteen)
Shares of Common Stock issued and outstanding, including the Kinti Shares.
The
Company is contemplating enacting a forward split of its stock within the coming
months. Should this contemplated forward split of its Common Stock be enacted,
VIPR warrants there shall not be more than 40 Million (Forty Million) shares
total issued and outstanding once completed.
Insert
Section 8, subsection (f) to the Agreement
f)
Share
Issuance Veto By Kinti.
VIPR
shall not issue any additional shares without receiving the approval from Kinti.
Kinti shall not veto any issuances that are of a reasonable nature and required
in order for the company to operate such as raising funds through Private
Placements etc.
Closing.
The closing of this transaction shall be deemed upon the execution of this
Amending Agreement and of the filing of an 8K by VIPR on Xxxxx outlining the
terms of the Agreement and by Kinti Group Inc. confirming its assets and
representations.
Section
10, Subsection (a) of
the
Agreement is Amended as follows
Documents
to be delivered subsequent to Closing by VIPR
As
per
Asset Purchase Agreement dated November 24, 2007 between VIPR Industries Inc.
And Kinti Group Inc. as well as this Supplementary Amending Agreement dated
February, 2008. SHARE CERTIFICATES shall be Issued to KINTI and/or any of its
assigns representing 30 (Thirty) Percent of VIPR’s Total Issued and Outstanding
as outlined in The Asset Purchase Agreement between VIPR Industries And Kinti
Group Inc. dated November 24, 2007.
a)
Kinti
represents that its Singida Gold Concession rights and licenses are wholly
owned
and are the property of Kinti Group, and has the right and authority to transfer
the said ownership pf the property to VIPR, but are in the formal process of
having its licenses officially transferred to Kinti by the Tanzanian Government
and its mining authority. Kinti Acknowledges that this process may take up
to 60
days from the date of this executed supplementary and amending agreement to
complete.
Section
11 of
the
Agreement is amended as Follows
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11.
|
Documents
to be delivered subsequent to Closing by KINTI
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| a) | A Xxxx of Sale transferring title of the Acquired Assets from KINTI to VIPR |
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b)
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A
legal and formal confirmation of the rights and or ownership on the
properties, including location, duration and terms of licenses as
well as
options to renew.
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c)
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Confirmation
that KINTI is currently able to conduct its day to day business in
Tanzania and will continue to be represented in Tanzania once the
Assets
are purchased by VIPR.
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d)
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A
simplified summary of the two properties including all geological
testing
and opinions to date, results, bordering properties, samples, maps
and
information on past and current geologists.
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e)
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All
Assets listed in “Exhibit A”. Kinti represents and warrants that its
Singida Gold Concession rights and licenses are wholly owned and
are the
property of Kinti Group, but in the formal process of having its
licenses
officially transferred to Kinti Group by the Tanzanian Government
and its
mining authority. Kinti Acknowledges that this process may take up
to 60
days from the date of this executed supplementary and amending agreement
to complete.
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This
supplementary Agreement shall enter into force on the date written on this
Agreement.
a)
On the
entry into force of this Supplementary Agreement, any reference in the Agreement
to "this Agreement" shall be taken to mean the Agreement as amended by this
Supplementary Agreement.
b)
The
application of this Supplementary Agreement shall not result in any reduction
in
the amount of a benefit to which entitlement was established prior to its entry
into force.
c)
This
Supplementary Agreement shall remain in force without any limitation on its
duration.
d)
In the
event of the termination of the Agreement through the application of paragraph
(1) of Article XXI thereof, this Supplementary Agreement shall also be
terminated, with effect on the same day as the termination of the
Agreement.
e)
This
Supplementary and Amending Agreement shall be read together with the Agreement
of November 24, 2007, as amended, modified and supplemented by the terms and
provisions of this Supplementary and Amending Agreement shall continue in full
force and effect in accordance with the terms and provisions thereof and
hereof.
IN
WITNESS WHEREOF, the undersigned, being duly authorized thereto by their
respective Entities, have signed this Supplementary Agreement.
Done
in two copies at Toronto, this 14h day of February, 2008, both texts being
equally authentic.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement on the date first
above written.
| KINTI GROUP INC. | VIPR INDUSTRIES, INC. | ||
| By: / s /: Xxx X. Gualdieri | By: / s / Xxxxxxx Xxxxxxxx | ||
|
Xxx Gualdieri |
Xxxxxxx Xxxxxxxx |
ASSET
PURCHASE AGREEMENT
THIS
AGREEMENT
is made
and entered into this 24th day of November 2007, by and between VIPR
INDUSTRIES, INC. (formerly known as SYNERGY MEDIA INC.)
, a
Nevada corporation (hereinafter “VIPR”), and KINTI
GROUP INC.
an
Ontario Corporation and Tanzania Corporation (hereinafter “KINTI”).
WHEREAS,
VIPR
desires to acquire certain mining property leases owned by KINTI as defined
in
Paragraph 1 herein, on the terms and subject to the conditions hereinafter
set
forth, and;
WHEREAS,
KINTI
desires to sell such mining property leases to VIPR on the terms and subject
to
the conditions hereinafter set forth;
NOW,
THEREFORE, IN CONSIDERATION of
the
premises and mutual representations, warranties, covenants and agreements
contained herein, VIPR and KINTI do hereby agree as follows:
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1.
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Acquired
Assets.
VIPR shall acquire certain mining property leases owned by KINTI
as
described and listed in Exhibit “A” attached hereto (the “Assets”). KINTI
agrees to sell the Assets to VIPR and VIPR agrees to purchase the
Assets
from KINTI.
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| 2. |
Liabilities
Assumed.
KINTI has stated that it has no liabilities and there are no assignments
or liens against these Assets, and VIPR shall not assume any of the
liabilities associated with the purchase of the Assets from KINTI.
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| 3. |
Purchase
Price and Payment.
In
consideration for the transfer to VIPR of the Assets as listed in
Exhibit
“A”, VIPR shall issue to KINTI and/or its assigns up to a total of Twelve
Million Shares (12,000,000) of Restricted Common Stock (the “Purchase
Price”) to be issued as post split Shares of Restricted Common Stock shall
be delivered upon the completion of VIPR’s reverse split of its Shares of
Common Stock on a 1 for 2,500 basis. Such reverse split of the VIPR
Shares
of Common Stock was approved by VIPR’s shareholders at a Special
Shareholders Meeting on November 16, 2007 and scheduled to become
effective as of the opening of trading on December 3, 2007 or at
the
earliest possible date confirmed by the National Association of Securities
Dealers (“NASD”) to update their quoting systems. Such 12,000,000 post
split Shares of Common Restricted Stock shall be issued and delivered
to
KINTI within five business days from the effective date determined
by the
NASD. As of the delivery date, the 12,000,000 Shares of Common Restricted
Stock shall represent not less than 30% of the total issued and
outstanding Shares of Common Stock of VIPR. VIPR understands and
acknowledges that said 12,000,000 Shares of Common Restricted Stock
may be
distributed by KINTI to its shareholders. THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT ARE TO BE ISSUED
UNDER
SECTION 4(2) OF THE SECURITIES ACT AND HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE
SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR
SALE,
SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS
TO BE
ESTABLISHED TO THE SATISFACTION OF KINTI GROUP
INC.
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| 4. |
Closing
and Delivery of Acquired Assets.
The
closing of the transaction (the “Closing”) and undertaking of the delivery
of the Assets and consideration for the Assets will take place upon
execution of this Agreement (the “Closing Date”).
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| 5. |
Conveyance
of Acquired Assets.
The
sale, conveyance, transfer, assignment and delivery to VIPR of the
Assets,
as herein provided, shall be effected by the execution of this Agreement,
and if requested, by such bills of sale, endorsements, assignments
and
other instruments of transfer and conveyance as may be necessary
to vest
in VIPR the right, title and interest in and to the Assets, free
and clear
of all liens, claims, charges and encumbrances, except as otherwise
provided in this Agreement. Such documents may include, without
limitation, a Xxxx of Sale and an Assignment of Rights. KINTI shall,
at Closing or at any time or from time to time after the Closing,
upon
request, perform or cause to be performed such acts, and execute,
acknowledge and deliver or cause to be executed, acknowledged and
delivered such documents as may be reasonably required or requested
to
effectuate the sale, conveyance, transfer, assignment and delivery
to VIPR
of any of the Assets or for the performance by KINTI of any of its
obligations hereunder. Any future business with respect to the “Mining”
business will only be conducted, following closing, with
VIPR.
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6.
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KINTI’s
Representations and Warranties.
KINTI represents and warrants to VIPR, the
following:
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a) Organization.
KINTI is a corporation duly organized, validly existing, and in good standing
under the laws of the Province of Ontario, Country of Canada and Tanzania,
and
has all necessary corporate powers to own properties and carry on a business,
and is duly qualified to do business and is in good standing in Ontario, Canada
and Tanzania. All actions taken by the incorporators, directors, officers and
shareholders of KINTI have been valid and in accordance with the laws of the
State of Nevada, United States of American and the Province of Ontario,
Canada
b) Ontario,
and Tanzanian Corporations
KINTI is
an Ontario, Canada corporation, and a Tanzanian Corporation, registered to
carry
on business in the countries of Canada and Tanzania, and will within forty-five
days of the sale be current in all its filings with the appropriate governmental
authorities. The Company is currently a privately held company.
c) Ability
to Carry Out Obligations.
KINTI has the right, power, and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of this Agreement
by KINTI and the performance by KINTI of its obligations hereunder will not
cause, constitute, or conflict with or result in (a) any breach or violation
or
any of the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which KINTI or its shareholders are a party, or
by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required; (b) an event that would cause KINTI to
be
liable to any party; or, (c) an event that would result in the creation or
imposition or any lien, charge or encumbrance on any Asset of KINTI or upon
the
securities issued by VIPR being acquired by KINTI and or its assigns.
d) Full
Disclosure and Representations.
None of representations and warranties made by KINTI or in any certificate or
memorandum furnished or to be furnished by KINTI contains or will contain any
untrue statement of a material fact, or omit any material fact the omission
of
which would be misleading under the circumstances by which it was made. KINTI
understands and acknowledges that all claims and results from its properties
are
to be authorized and confirmed by a reputable and certified geologist, meeting
all Canadian industry standards
e) Compliance
with Laws.
To the best of its knowledge, KINTI has substantially complied with, and is
not
in material violation of any federal, provincial or local statute, law,
rule and/or regulation.
f) Title
to Assets. KINTI
is the owner or licensee of, with all right, title and interest in and to the
Assets, free and clear of any liens and encumbrances. KINTI is not
contractually obligated to pay any compensation to any third party, nor is
any
third party otherwise entitled to any compensation, with respect to KINTI’s use
of the Assets. To the best of KINTI’s knowledge, there is and has been no
material unauthorized use, infringement or misappropriation of any of KINTI’s
Assets by any third party, employee or former employee.
g) Transfer
of Rights by KINTI to VIPR. KINTI,
by way of this Agreement, does hereby transfer to VIPR, all of its interest
in
the Assets including, but not limited to, its worldwide rights in perpetuity
to
publish, market, advertise, promote, distribute, manufacture, sublicense, vend
and otherwise use the Assets, beginning from the Closing Date. KINTI does hereby
transfer 100% of the Assets and interests in perpetuity to VIPR, including
title, ownership deeds, maps, business plans, hardware designs, copyrights
and
related intellectual property required to support the transfer of the
Assets to VIPR.
h) Use
of Assets.
KINTI
agrees that for so long as KINTI, its successors,
heirs,
executors, administrators and assigns,
continues to provide sales, services and/or management support for its Assets
both current and future, KINTI irrevocable grants VIPR, a license in perpetuity
to sell, lease, rent and/or use the Assets within the normal course of its
business. KINTI further represents and warrants that within one year from
the date of this Agreement that VIPR will have the ability to raise and deposit
to their bank account, $1,000,000 USD (One Million US Dollars) based on the
strength and value of the Assets acquired by means of a private placement and
or
other offering at a minimum share price of $0.25 per share.
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7.
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Disclosure.
No
representation or warranty made by KINTI in this Agreement, nor any
document, written information, statement, financial statement, certificate
or exhibit prepared and furnished by Seller or its representatives
pursuant hereto or in connection with the transactions contemplated
hereby, when taken together, contain any untrue statements of a material
fact, or omit to state a material fact necessary to make the statements
or
facts contained herein or therein not misleading in light of the
circumstances under which they were
furnished.
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8.
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Representations
and Warranties of VIPR.
VIPR represents and warrants to KINTI,
the following:
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a) Organization.
VIPR is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada, and has all necessary corporate powers
to
own properties and carry on a business, and is duly qualified to do business
and
is in good standing in the State of Nevada. All actions taken by the
incorporators, directors, officers and shareholders of VIPR have been valid
and
in accordance with the laws of the State of Nevada. VIPR has undergone a change
of corporate name and has obtained a new CUSIP number for that change of
corporate name and reverse split of its Shares of Common Stock on a 1 for 12,500
basis. After the VIPR common share restructuring, VIPR shall not have more
than
40,000,000 (forty million) Shares of Common Stock issued and outstanding,
including the subject 12,000,000 Shares of Common Restricted Stock as a result
of this acquisition of the KINTI Assets.
b) Ability
to Carry Out Obligations.
VIPR has the right, power, and authority to enter into and perform its
obligations under this Agreement. The execution and delivery of this Agreement
by VIPR and the performance by VIPR of its obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation or any
of
the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which VIPR or its shareholders are a party, or by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required; (b) an event that would cause VIPR to
be
liable to any party; or, (c) an event that would result in the creation or
imposition or any lien, charge or encumbrance on any Asset of VIPR or upon
the
securities of VIPR to be acquired by KINTI and or its assigns.
c) Full
Disclosure. None
of representations and warranties made by VIPR or in any certificate or
memorandum furnished or to be furnished by the VIPR contains or will contain
any
untrue statement of a material fact, or omit any material fact the omission
of
which would be misleading under the circumstances by which it was
made.
d) Compliance
with Laws.
To the best of its knowledge and ability, VIPR has substantially complied with,
and is not in material violation of any federal, state, or local statute, law,
rule and/or regulation.
e) Title
to Shares.
The Shares of Common Stock to be issued pursuant to this Agreement will be
at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind. None of such Shares of Common
Stock are or will be subject to any voting trust or agreement. No person holds
or has the right to receive any proxy or similar instrument with respect to
such
shares and, except as provided in this Agreement, VIPR is not a party to any
agreement which offers or grants to any person the right to purchase or acquire
any securities of VIPR. There is no applicable local, state or federal law,
rule, regulation, or decree which would, as a result of the issuance of the
Shares of Common Stock, impair, restrict or delay any voting rights with respect
to the Shares of Common Stock.
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9.
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Closing.
The closing of this transaction shall take place at the VIPR’s office no
later than November 24, 2007 or at such other time and place as the
parties shall mutually agree.
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10.
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Documents
to be delivered subsequent to Closing by VIPR
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a)
SHARE
CERTIFICATES shall be delivered to KINTI representing VIPR’s 12,000,000 Shares
of Restricted Common Stock registered in the name of KINTI
and/or
any of its assigns following delivery of all Assets to be wholly owned by VIPR,
as per the terms set out in above.
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11.
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Documents
to be delivered subsequent to Closing by KINTI
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| e) |
A
Xxxx of Sale transferring title of the Acquired Assets from KINTI
to
VIPR
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| f) |
A
legal and formal confirmation of the rights and or ownership on the
properties, including location, duration and terms of licenses as
well as
options to renew.
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| g) |
Confirmation
that KINTI is currently able to conduct its day to day business in
Tanzania and will continue to be represented in Tanzania once the
Assets
are purchased by VIPR.
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| h) |
A
simplified summary of the two properties including all geological
testing
and opinions to date, results, bordering properties, samples, maps
and
information on past and current geologists.
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|
12.
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Captions
and Headings.
The
Article and paragraph headings throughout this Agreement are for
convenience and reference only, and shall in no way be deemed to
define,
limit, or add to the meaning of any provision of this
Agreement.
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13.
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No
Oral Change.
This Agreement and any provision hereof, may not be waived, changed,
modified, or discharged orally, but only by an agreement in writing
signed
by the party against whom enforcement of any waiver, change, modification,
or discharge is sought.
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14.
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Non
Waiver.
Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed
to
have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party
to
insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise
any
option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants,
or
conditions; (ii) the acceptance of performance of anything required
by
this Agreement to be performed with knowledge of the breach or failure
of
a covenant, condition, or provision hereof shall not be deemed a
waiver of
such breach or failure; and, (iii) no waiver by any party of one
breach by another party shall be construed as a waiver with respect
to any
other or subsequent breach.
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15.
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Entire
Agreement.
This
Agreement contains the entire Agreement and understanding between
the
parties hereto, and supersedes all prior agreements and
understandings.
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16.
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Counterparts.
This Agreement may be executed simultaneously in two counterparts,
each of
which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement on the date first
above written.
| KINTI GROUP INC. | VIPR INDUSTRIES, INC. | ||
| By: / s /: Xxx X. Gualdieri | By: / s / Xxxxxxx Xxxxxxxx | ||
|
Xxx Gualdieri |
Xxxxxxx Xxxxxxxx |
EXHIBIT
“A”
KINTI
GROUP INC.
LIST
OF ASSETS
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1.
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MAP
OF TANZANIA
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2.
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THE
XXXXXXXX XXXX KASHABANO REPORT ON THE SINGIDA GOLD MINING
CONCESSIONS
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3.
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EIGHT
GOLD MINING LICENCES IN SINGIDA
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4.
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MAP
OF SINGIDA GOLD ANOMALY
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5.
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DRILLING
RESULTS FROM AJACNT PROPERTY
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6.
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THE
XXXXXX XXXXX REPORT ON THE MANYONI URANIUM
PROSPECT
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7.
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URANIUM
PROSPECTING LICENCE IN MANYONI
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8.
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URANIUM
MAP
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9.
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AIRBORNE
MAGNETIC SURVEY MAP
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10.
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AIRBORNE
RADIOMERTRIC SURVEY MAP
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11.
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NUCLEAR
GENERATING CAPACITY CHART
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12.
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URANIUM
SUPLY AND DEMAND CHART
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