STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
STOCK
PURCHASE AGREEMENT, dated as of September 29, 2009 (this “Agreement”), between
the parties listed on Exhibit A (each, a
“Seller” and
together, the “Sellers”) and Wits
Basin Precious Minerals Inc. (the “Purchaser”).
BACKGROUND
A. Each
Seller is the record holder of the shares of common stock, $0.001 par value per
share, of Princeton Acquisitions, Inc., a Colorado corporation (the “Company”), set forth
next to such Sellers name on Exhibit A (the “Shares”), which
Shares collectively total 1,383,543 shares of the Company’s common stock and
which represent approximately 81% of the issued and outstanding capital stock as
of the date hereof calculated on a fully diluted basis pursuant to the terms
hereof.
B. On
September 11, 2009, the Company entered into a share exchange agreement with
Xxxxxx Xxxxx Mining Corporation, a Minnesota corporation (“Xxxxxx Xxxxx”), and
certain shareholders of Xxxxxx Xxxxx (the “Share Exchange
Agreement”), pursuant to which Xxxxxx Xxxxx’ shareholders are exchanging
all of the issued and outstanding stock of Xxxxxx Xxxxx for newly issued shares
of the Company’s capital stock on a one-for-one basis, resulting in the
shareholders of Xxxxxx Xxxxx holding approximately 99% of the issued and
outstanding capital stock of the Company, on a fully diluted basis, immediately
following effectiveness of the share exchange (the “Share
Exchange”).
C. As
a condition precedent to the completion of the Share Exchange, the Purchasers
desire to purchase the Shares from the Sellers, and the Sellers desire to sell
the Shares to the Purchasers, on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the
premises and of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Purchasers and the Sellers hereby agree as follows:
AGREEMENT
1. Purchase and
Sale.
The
Sellers shall sell, transfer, convey and deliver unto the Purchasers the Shares
and the Purchasers shall acquire and purchase from the Sellers the
Shares.
2. Purchase
Price.
(a) General. The
purchase price (the “Purchase Price”) for
the Shares, in the aggregate, is Two Hundred and Sixty-Two Thousand Five Hundred
Dollars ($262,500.00) payable as specified in this Section 2
subject to the other terms and conditions of this Agreement.
(b) Cash
Deposit. Pursuant to the terms of that certain Letter of
Intent dated July 13, 2009 by and between the Purchaser and the Company (the
“LOI”), the Purchaser made a cash deposit into the trust account of the Law
Office of Xxxx Xxxxx (“Agron”), counsel for
the Sellers, in the amount of Forty Thousand Dollars ($40,000.00) (the “Cash Deposit”) which
shall be fully credited against the Purchase Price at the Closing (as defined
below).
1
(c) Adjustment for Outstanding
Liabilities. In the event that the Company shall have any
liability (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due), including any liability for
taxes (“Liability”), as of
the Closing, at Purchaser’s option, the portion of the Purchase Price payable at
the Closing shall be reduced on a dollar for dollar basis by the amount of such
Liability.
3. The
Closing.
(a) General. The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take
place by exchange of documents among the parties by fax or courier, as
appropriate, following the satisfaction or waiver of all conditions to the
obligations of the parties to consummate the transactions contemplated hereby
(other than conditions with respect to actions the respective parties will take
at the Closing itself) on September 29, 2009, the closing date of the Share
Exchange Agreement (the “Closing
Date”).
(b) Deliveries on Closing
Date.
(i) On
the Closing Date, the Sellers shall deliver (or cause to be delivered) to the
Purchasers:
(A) Certificates
evidencing all of the Shares together with duly executed, medallion-guaranteed
stock powers with respect thereto; and
(B) Releases
in form and substance satisfactory to the Purchaser signed by the Sellers, and
by each officer and director of the Company.
(ii) On
the Closing Date, the Purchaser shall deliver by Federal funds wire transfer,
the Purchase Price less the Cash Deposit (and less any Liability, if applicable)
to the Sellers.
4. Representations and
Warranties of Seller. Each Seller jointly and severally
represents and warrants to the Purchaser that:
(a) The
Seller is the record owner of the number of Shares set forth next to such
Seller’s name on Exhibit A, free and clear of all liens, claims, charges,
security interests, and encumbrances of any kind whatsoever. The
Seller has sole control over such Shares or sole discretionary authority over
any account in which they are held.
(b) The
Seller has not, since acquiring the Shares to be sold by such Seller hereunder,
ever granted to any person an option or right to purchase or otherwise acquire
such Shares, by contract of sale or otherwise, nor had any “short position in”
with respect to such Shares. The Seller has never effected nor
attempted to effect any distribution or public offering of such
Shares.
(c) The
Seller has full right, power and authority to execute, deliver and perform this
Agreement and to carry out the transactions contemplated hereby. The
execution and delivery of this Agreement by the Seller and the consummation by
Seller of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Seller and no further action is
required by the Seller in connection therewith. This Agreement has
been duly and validly executed and delivered by the Seller and constitutes a
valid, binding obligation of the Seller; enforceable against the Seller in
accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy and similar laws affecting the enforcement of creditors’
rights generally and to general equitable principles).
2
(d) The
Seller has, in connection with the transactions contemplated hereby and all
aspects thereof, dealt directly with the Purchaser and has no arrangement or
understanding with or obligation to any broker (except with respect to
ministerial functions, if any) or other intermediary that would result in the
payment of a brokerage fee or other similar remuneration by anyone other than
the Seller except as set forth on Schedule 4(d) hereof.
(e) Since
November 1, 2007, the Company has filed or furnished (i) all reports, schedules,
forms, statements, prospectuses and other documents required to be filed with,
or furnished to, the Securities and Exchange Commission (the “SEC”) by the
Company (all such documents, as amended or supplemented, are referred to
collectively as, the “Company SEC Documents”) and (ii) all certifications and
statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y)
18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx act of 2002) with respect to
any applicable Company SEC Document (collectively, the “SOX
Certifications”). The Company has made available to the Purchaser all
SOX Certifications and comment letters received by the Company from the staff of
the SEC and all responses to such comment letters by or on behalf of the
Company. Since November 1, 2007, the Company complied in all respects
with its SEC filing obligations under the Securities Exchange Act of 1934 (the
“Exchange Act”) and the Securities Act of 1933 (the “Securities
Act”). Each of the audited financial statements and related schedules
and notes thereto and unaudited interim financial statements of the Company
(collectively, the “Company Financial Statements”) contained in the Company SEC
Documents (or incorporated therein by reference) were prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis (“GAAP”) (except in the case of interim unaudited financial
statements) except as noted therein, and fairly present in all respects the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates thereof and the consolidated results of their operations, cash
flows and changes in stockholders’ equity for the periods then ended, subject
(in the case of interim unaudited financial statements) to normal year-end audit
adjustments (the effect of which will not, individually or in the aggregate, be
adverse) and, such financial statements complied as to form as of their
respective dates in all respects with applicable rules and regulations of the
SEC. The financial statements referred to herein reflect the
consistent application of such accounting principles throughout the periods
involved, except as disclosed in the notes to such financial
statements. No financial statements of any person not already
included in such financial statements are required by GAAP to be included in the
consolidated financial statements of the Company. As of their
respective dates, each Company SEC Document was prepared in accordance with and
complied with the requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations thereunder, and the Company SEC
Documents (including all financial statements included therein and all exhibits
and schedules thereto and all documents incorporated by reference therein) did
not, as of the date of effectiveness in the case of a registration statement,
the date of mailing in the case of a proxy or information statement and the date
of filing in the case of other Company SEC Documents, contain any untrue
statement of a fact or omit to state a fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Neither the Company nor,
to the Seller’s knowledge, any of the Company’s officers has received notice
from the SEC or any other governmental authority questioning or challenging the
accuracy, completeness, content, form or manner of filing or furnishing of the
SOX Certifications.
(f) Since
July 1, 2003, and to the best knowledge of Seller prior to July 1, 2003, the
Company has timely filed, or has caused to be timely filed on its behalf, all
tax returns required to be filed by it, and all such tax returns are true,
complete and accurate, except to the extent any failure to file, any delinquency
in filing or any inaccuracies in any filed tax returns, individually or in the
aggregate, have not had and would not reasonably be expected to have a material
adverse effect to the Company. All taxes shown to be due on such tax
returns, or otherwise owed, and all assessments and penalties due, have been
timely paid, except to the extent that any failure to pay, individually or in
the aggregate, has not had and would not reasonably be expected to have a
material adverse effect to the Company. All such tax returns were
complete and correct in all respects as filed, and no claims have been assessed
with respect to such returns. There are no present, pending, or
threatened audit, investigations, assessments or disputes as to taxes of any
nature payable by the Company or any of its subsidiaries, nor any tax liens
whether existing or inchoate on any of the assets of the Company or any of its
subsidiaries, except for current year taxes not presently due and
payable. No IRS or foreign, state, county or local tax audit is
currently in progress. Neither the Company nor any of its
subsidiaries has waived the expiration of the statute of limitations with
respect to any taxes. There are no outstanding requests by the
Company or any of its subsidiaries for any extension of time within which to
file any tax return or to pay taxes shown to be due on any tax
return.
3
(g) All
Liabilities of the Company have been paid off or otherwise satisfied at or prior
to the Closing, and shall in no event become the Liability of the Purchaser or
remain the Liabilities of the Company following the Closing.
(h) There
is no legal, administrative, investigatory, regulatory or similar action, suit,
claim or proceeding which is pending or, to any Seller’s knowledge, threatened
against the Company.
(i) Since
March 31, 2009, there has not been any event or condition of any character which
has adversely affected, or may be expected to adversely affect, the Company’s
business or prospects, including, but not limited to any adverse change in the
condition, assets, liabilities (existing or contingent) or business of the
Company from that shown in the financial statements of the Company included in
its quarterly report on Form 10-QSB filed for the quarter ended March 31,
2009.
5. Representations and
Warranties of the Purchaser.
The
Purchaser represents and warrants to each Seller that:
(a) The
Purchaser has the full right, power and authority to execute, deliver and
perform this Agreement and to carry out the transactions contemplated
hereby. The execution and delivery of this Agreement by the Purchaser
and the consummation by the Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of the
Purchaser and no further action is required by the Purchaser in connection
therewith. This Agreement has been duly and validly executed by the
Purchaser and constitutes a valid obligation of the Purchaser, is legally
binding and is enforceable against the Purchaser in accordance with its terms
(except as such enforceability may be limited by applicable bankruptcy and
similar laws affecting the enforcement of creditors’ rights generally and to
general equitable principles).
(b) The
Purchaser is acquiring the Shares for its own account (and not for the account
of others) for investment and not with a view to the distribution or resale
thereof and has reviewed copies of such documents and other information as the
Purchaser has deemed necessary in order to make an informed investment decision
with respect to its purchase of the Shares.
(c) The
Purchaser recognizes that investments in the Company involve substantial risks,
including the risks described in the Company’s filings with the Securities and
Exchange Commission. The Purchaser has taken full cognizance of, and
understands, such risks and has obtained sufficient information to evaluate the
merits and risks of an investment in the Company and the acquisition of the
Shares.
4
(d) The
Purchaser understands that the Shares being sold to the Purchaser may have
restrictive legends on the certificates and that such Shares may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act of 1933, as amended (the “Securities Act”) and the rules and
regulations promulgated thereunder or the availability of an exemption
therefrom.
(e) The
Purchaser is not currently or and has never been an “affiliate” of the Company
(as such term is defined by Rule 144 as promulgated under the Securities
Act). The Purchaser is aware that the Sellers are affiliates of the
Company and that the Shares are restricted in accordance with Rule
144. The Purchaser also understands that the exemption provided by
Rule 144 under the Securities Act may not be available because of the conditions
and limitations of Rule 144, and that in the absence of the availability of Rule
144, any disposition by the Purchaser of any portion of the Shares will require
that such Shares be registered or be disposed of in compliance with some other
exemption under the Securities Act.
(f) The
Purchaser is an “Accredited Investor” as such term is defined under Rule 501(a)
of Regulation D as promulgated under the Securities Act. The
Purchaser is able to bear the substantial economic risks of the Purchaser’s
investment in the Company and the purchase of securities of the Company in that,
among other factors, the Purchaser can afford to hold securities of the Company
for an indefinite period and can afford a complete loss of the Purchaser’s
investment in the Company.
(g) The
Purchaser has in connection with the transactions contemplated hereby and all
aspects thereof dealt directly with the Sellers and has no arrangement or
understanding with or obligation to any broker (except with respect to
ministerial functions, if any) or other intermediary.
(h) The
Purchaser understands, acknowledges and agrees that the offering and sale of the
Shares to the Purchaser has not been registered under the Securities Act or
under any state securities laws or regulations and that the Shares are being
offered and sold to it in reliance on an exemption from the registration
requirements of United States federal and state securities laws under Regulation
D promulgated under the Securities Act and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Purchaser to acquire the Shares.
6. Survival;
Indemnification.
(a) The
Purchaser covenants that its representations and warranties contained herein
shall be true in all respects as of the Closing date of the sale of the Shares
pursuant to this Agreement. All representations and warranties and
other agreements made by the Purchaser in this Agreement or pursuant hereto
shall survive the Closing date.
(b) The
Sellers covenant that (i) their representations and warranties contained herein
shall be true in all respects as of the Closing date of the sale of the Shares
pursuant to this Agreement and (ii) that the representations and warranties of
the Company contained in the Share Exchange Agreement shall be true in all
respects as of the Closing Date (as defined in the Share Exchange
Agreement). All representations and warranties and other agreements
made by the Sellers in this Agreement or the Share Exchange Agreement shall
survive the Closing date.
5
(c) Subject
to the provisions of this Section (c), the Sellers will, jointly and severally,
indemnify, defend and hold the Purchaser and its directors, officers,
shareholders, members, partners, employees and agents (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result of
or relating to any breach of any of the representations, warranties, covenants
or agreements made by the Sellers in this Agreement or in the related
documents. If any action shall be brought against any Purchaser Party
in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Sellers in writing, and the Sellers
shall have the right to assume the defense thereof with counsel of its own
choosing. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Purchaser Party
except to the extent that (i) the employment thereof has been specifically
authorized by the Sellers in writing, (ii) the Sellers have failed after a
reasonable period of time to assume such defense and to employ counsel or (iii)
in such action there is, in the reasonable opinion of such separate counsel, a
material conflict on any material issue between the position of the Sellers and
the position of such Purchaser Party. The Sellers will not be liable
to any Purchaser Party under this Agreement (i) for any settlement by a
Purchaser Party effected without the Sellers’ prior written consent, which shall
not be unreasonably withheld or delayed; or (ii) to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or
agreements made by the Purchaser in this Agreement or in the other related
documents.
7. Additional Action.
Each party shall, upon the request of the other, from time to time, execute and
deliver promptly to such other party all instruments and documents of further
assurances or otherwise and will do any and all such acts and things as may be
reasonably required to carry out the obligations of such party hereunder and to
consummate the transactions contemplated hereby.
8. Successors and
Assigns. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and
assigns. Nothing expressed or referred to in this Agreement will be
construed to give any person other than the parties to this Agreement any legal
or equitable right, remedy or claim under or with respect to this Agreement or
any provision of this Agreement, except such rights as shall inure to a
successor or permitted assignee pursuant to hereto.
9. Governing Law; Submission to
Jurisdiction. The laws of the State of Minnesota shall in all
respects govern this Agreement without giving effect to the principles of
conflicts of law thereof. Any dispute with respect to the
interpretation of this Agreement or the rights and obligations of the parties
shall exclusively be brought in a proceeding in the United States District Court
for the District of Minnesota, or if such court does not have subject matter
jurisdiction then in the district courts in the State of Minnesota, County of
Hennepin. Each of the parties accepts and consents for itself and its
property, generally and unconditionally to the exclusive jurisdiction of such
courts and waives the right to object to the jurisdiction or venue of either of
such courts and waives the right to claim that such courts are inconvenient
forums. Each of the parties specifically states that this Agreement
and any disputes as to their meaning or the rights and obligations of the
parties shall not be subject to arbitration.
10. Entire Agreement;
Amendment. This Agreement and the Share Exchange Agreement
constitute the entire arrangement between the parties with respect to the Shares
and supersede all prior agreements, whether written or oral, between the parties
with respect to is subject matter. The Agreement cannot be changed,
modified, discharged or terminated except by a writing signed by the party
against whom enforcement of any change, modification, discharge or termination
is sought.
6
11. Waiver; Remedies
Cumulative. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither any failure nor
any delay by any party in exercising any right, power or privilege under this
Agreement or any of the documents referred to in this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement or any of the documents referred to
in this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
party with such claim or right; (b) no waiver that may be given by a party will
be applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of that party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.
12. Assignment. The
Purchaser may at any time assign its rights and obligations under this Agreement
to persons or entities affiliated with the Purchaser. The Sellers
shall be required to honor any such assignment only after receiving notice
thereof from the Purchaser.
13. Notices. All
notices, requests, demands, claims, and other communications hereunder will be
in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (and then two business
days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the
Sellers:
Attn: Attn: Xxxxxxx Xxxxxx
Princeton
Acquisitions, Inc.
0000 Xxxx
Xxxx Xxxxxx, Xxx 000
Xxxxxxxxx,
Xxxxxxxx 00000
Tel: (000)
000-0000
Fax: (000)
000-0000
with a
copy to:
Law
Office of Xxxx Xxxxx
0000 XXX
Xxxxxxx, Xxxxx 000
Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: (000)
000-0000
If to the
Purchaser:
00 Xxxxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx,
XX 00000
Attention: Xxxxxxx
X. Xxxx
Fax: (000)
000-0000
with a
copy to:
Xxxxxx
Xxxxxxx Xxxxxx & Brand, LLP
3300
Xxxxx Fargo Center
00 Xxxxx
Xxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000-0000
Attention: Xxxxx
Xxxxxxx
Fax: (000)
000-0000
7
14. Captions. The
captions used in this Agreement are for convenience only and shall not be deemed
as, or construed as, a part of this Agreement.
15. Counterparts; Facsimile
Execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument. Facsimile execution and
delivery of this Agreement is legal, valid and binding for all
purposes.
16. Waiver of Jury
Trial. Each party hereby waives, to the fullest extent
permitted by law, any right it may have to a trial by jury in respect to any
proceeding directly or indirectly arising out of, under or in connection with
this Agreement.
17. Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.
18. Confidentiality. This
Agreement and the terms thereof shall be kept confidential and not disclosed to
any person or party (except the respective attorneys of the parties), except as
may be required by law.
19. Specific
Performance. Each of the parties acknowledges and agrees that
the other parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the parties
agrees that the other parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter (subject to the provisions set
forth in Section
9), in addition to any other remedy to which they may be entitled, at law
or in equity.
20. Incorporation of
Exhibits. The Exhibits identified in this Agreement are
incorporated herein by reference and made a part hereof.
21. Expenses. Each
party shall be responsible for, and pay, its own expenses incurred in connection
with the preparation and negotiation of this Agreement and in connection with
its performance hereunder.
[Signature Page
Follows]
8
The
Sellers Signature Page
IN
WITNESS WHEREOF, the undersigned the Sellers has duly executed
this Agreement the date first above written.
| XXXXXXX FAMILY TRUST | |||
|
|
|
/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
| Title: Trustee | |||
| XXXXXXX EQUITY PARTNERS 401K PLAN | |||
|
|
|
/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
| Title: Trustee | |||
| EARNCO MONEY PURCHASE PROFIT PLAN | |||
|
|
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Trustee | |||
| XXXXXX FAMILY PARTNERS LTD | |||
|
|
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: General Partner | |||
| BLUERIDGE
CONSULTANTS, INC. PROFIT SHARING PLAN |
|||
|
|
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Trustee | |||
| CHARITABLE
REMAINDER TRUST OF XXXXXXX X. XXXXXX |
|||
|
|
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Trustee | |||
| LA MIRAGE TRUST | |||
|
|
|
/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
| Title: Trustee | |||
9
Purchaser
Signature Page
IN WITNESS WHEREOF, the undersigned
Purchaser has duly
executed this Agreement the date first above written.
| WITS BASIN PRECIOUS MINERALS INC.: | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | |||
| Title: Chief Executive Officer | |||
