SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 15th day of October, 1999,
AMONG:
XXXXX X. XXXXXXXXX of 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx,
00000, XXX
AND:
XXXXX X. XXXXXXX of 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, 00000,
XXX
(hereinafter collectively called the "Vendors")
OF THE FIRST PART
AND:
DELTA INTERNATIONAL MINING AND EXPLORATION INC., a body
corporate duly incorporated pursuant to the laws of the State
of Nevada, having its place of business at 00000 Xxxx Xxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxx,00000, XXX
(hereinafter called the "Purchaser")
OF THE SECOND PART
AND:
XXXXX MINERALS INC., a body corporate duly incorporated
pursuant to the laws of the State of Montana having its
registered office at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx,
00000, XXX
(hereinafter called the "Corporation")
OF THE THIRD PART
WHEREAS:
A. The Vendors have agreed to sell and the Purchaser has agreed
to purchase 100% of the issued and outstanding shares of the
Corporation, being a total of 200 shares of the common stock
of the Corporation;
B. In order to record the terms and conditions of the agreement
among them the parties wish to enter into this agreement;
SHARE PURCHASE AGREEMENT, PAGE 1
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing
and of the sum of $10.00 paid by the Purchaser to each of the Vendors and to the
Corporation, the receipt of which is hereby acknowledged, the parties hereto
agree each with the other as follows:
1. INTERPRETATION
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1.1 Where used herein or in any amendments or Schedules hereto, the following
terms shall have the following meanings:
(a) "Financial Statements" means those financial statements of the
Corporation as at September 30, 1999 and attached hereto as
Schedule "A";
(b) "Shares" means the 200 shares of common stock in the capital
of the Corporation being sold to the Purchaser, being 100% of
all of the issued and outstanding shares of the Corporation;
(c) "Purchaser Shares " means those 600,000 shares of common stock
of the Purchaser which will be issued to the Vendors as
consideration for the Shares;
(d) "Royalty" means the gross returns royalty of 1.5% granted to
the Vendors by the Corporation, in the form which is attached
to this agreement as Schedule D. The Vendors have granted .5%
of the gross returns royalty to Front Range Exploration
Corporation.
1.2 All dollar amounts referred to in this agreement are in American dollars,
unless expressly stated otherwise.
1.3 The following schedules are attached to and form part of this
agreement:
Schedule A - Financial Statements
Schedule B - List of Mineral Claims and Leases
Schedule C - Corporation Assets, Encumbrances, Litigation and
other material information
Schedule D - Form of the Royalty
2. PURCHASE OF SHARES
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SHARE PURCHASE AGREEMENT, PAGE 2
2.1 The Vendors each hereby covenant and agree to sell, assign and transfer to
the Purchaser, and the Purchaser covenants and agrees to purchase from each of
the Vendors the Shares held by each Vendor.
2.2 As consideration for the sale of the Shares, the Purchaser shall allot and
issue the Purchaser Shares to the Vendors;
2.3 The Purchaser Shares shall be allotted and issued to the Vendors and to
Front Range Exploration Corporation in the following proportions; Xxxxx
Xxxxxxxxx 300,000 shares, and Xxxxx Xxxxxxx 300,000 shares.
2.4 In addition, the Purchaser will grant the Vendors a mineral royalty in the
form which is attached to this agreement as Schedule D in the Exploration
License, Mineral Purchase Option and lease Agreement entered into between the
Xxxxxxx X. Xxxxx Equity Trust and Xxxxx X. Xxxxx, as owners, and the Purchaser.
This agreement was entered into by Delta rather than by the Vendors or the
Corporation, as was the case with the mineral claims and leases listed in
Schedule B.
2.5 As of the date of this agreement the Vendors are negotiating leases on
property in Fergus County known as Homestead Kimberlite with Xxxxxxx and Xxxxx
Xxx Xxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxx. The Corporation will be the lessee
under those leases. The Purchaser agrees to grant the Vendors a mineral royalty
in the form which is attached to this agreement as Schedule D in those leases.
3. COVENANTS, REPRESENTATIONS AND WARRANTIES
OF THE VENDORS AND THE CORPORATION
----------------------------------
The Vendors and the Corporation jointly and severally covenant
with and represent and warrant to the Purchaser as follows, and acknowledge that
the Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Shares:
3.1 The Corporation has been duly incorporated and organized, is validly
existing and is in good standing under the laws of the State of Montana; it has
the corporate power to own the claims and leases owned by it; it holds all
necessary prospectors or mineral exploration licenses required under the State
of Montana required to carry on the business of exploration for minerals in the
State of Montana; it is duly qualified as a corporation to do business and is in
good standing with respect thereto in each jurisdiction in which the nature of
the business conducted by the Corporation or the property owned or leased by it
makes such qualification necessary; and it has or will have on the Closing Date
all necessary licenses, permits, authorizations and consents to operate its
business.
SHARE PURCHASE AGREEMENT, PAGE 3
3.2 The authorized capital of the Corporation consists of 50,000 shares of
common stock without par value, of which 200 shares have been duly issued and
are outstanding as fully paid and non-assessable.
3.3 The Shares owned by the Vendors are owned by them as the beneficial and
recorded owners with a good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever as follows:
Percentage
Number of of Issued
Name of Shareholder Shares Corporation Shares
------------------- ------ ------------------
Xxxxx X. Xxxxxxx 100 50%
Xxxxx X. Xxxxxxxxx 100 50%
3.4 No person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendors of any of the Shares.
3.5 No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of the Corporation or of
any securities of the Corporation.
3.6 The Corporation does not have any subsidiaries or agreements of any nature
to acquire any subsidiary or to acquire or lease any other business operations
and will not prior to the Closing Date acquire, or agree to acquire, any
subsidiary or business without the prior written consent of the Purchaser.
3.7 The Corporation will not, without the prior written consent of the
Purchaser, issue any additional shares from and after the date hereof to the
Closing Date or create any options, warrants or rights for any person to
subscribe for or acquire any unissued shares in the capital of the Corporation.
3.8 The Corporation is not a party to or bound by any agreement of guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation.
3.9 The books and records of the Corporation fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Corporation as at the date
hereof, and all material
SHARE PURCHASE AGREEMENT, PAGE 4
financial transactions of the Corporation have been accurately recorded in such
books and records.
3.10 The Financial Statements present fairly the assets, liabilities (whether
accrued, absolute, contingent or otherwise) and the financial condition of the
Corporation as at the date thereof and there will not be, prior to the Closing
Date, any material increase in such liabilities.
3.11 Except as disclosed in the Schedules hereto the Corporation does not have
any indebtedness or contract of any asset, contract, or indebtedness of any
nature whatsoever.
3.12 The business of the Corporation has been carried on in the ordinary and
normal course by the Corporation since the date of the Financial Statements and
will be carried on by the Corporation in the ordinary and normal course after
the date hereof and up to the Closing Date.
3.13 Except as disclosed in the Schedules hereto, the Corporation is not a party
to any written or oral employment, service or pension agreement, and the
Corporation does not have any employees who cannot be dismissed on not more than
one months notice without further liability.
3.14 Except as disclosed in the Schedules hereto, the Corporation does not have
outstanding any bonds, debentures, mortgages, notes or other indebtedness, and
the Corporation is not under any agreement to create or issue any bonds,
debentures, mortgages, notes or other indebtedness.
3.15 Except as disclosed in the Schedules hereto, the Corporation is not the
owner or lessee under any agreement to own or lease any real property.
3.16 Except as disclosed in the Schedules hereto and except for the Royalty, the
Corporation owns, possesses and has good and marketable title to its
undertaking, property and assets, and without restricting the generality of the
foregoing, all of those mineral claims or leases described in Schedule "B"
hereto, free and clear of any and all mortgages, liens, pledges, charges,
security interests, encumbrances, actions, claims or demands of any nature
whatsoever or howsoever arising, accept for statutory commitments which are
required to keep the claims or leases in good standing.
3.17 The Corporation has no loans or indebtedness outstanding which have been
made to directors, former directors, officers, shareholders and employees of the
Corporation or to any person or corporation not dealing at arm's length with any
of the foregoing.
SHARE PURCHASE AGREEMENT, PAGE 5
3.18 The Corporation has made full disclosure to the Purchaser of all aspects of
its business and has made all of its books and records available to the
representatives of the Purchaser in order to assist the Purchaser in the
performance of its due diligence searches and no material facts in relation to
its business have been concealed by the Corporation or the Vendors.
3.19 There are no material liabilities of the Corporation of any kind
whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Corporation or the Purchaser may become
liable on or after the consummation of the transaction contemplated by this
agreement.
3.20 The Articles, bylaws and other constituting documents of the Corporation in
effect with the appropriate corporate authorities as at the date of this
agreement will remain in full force and effect without any changes thereto as at
the Closing Date.
3.21 The directors and officers of the Corporation are as follows:
Name Position
---- --------
Xxxxx Xxxxxxxxx President & Director
Xxxxx X. Xxxxxxx Secretary, Treasurer & Director
4. CLOSING ARRANGEMENTS
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4.1 The Closing shall take place within 30 days of the date of this Agreement at
the offices of X. X. Xxxxxxxx PC, 0000 Xxxx XxXxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx,
00000-0000, XXX. On the Closing Date upon fulfilment of all the conditions set
out in article 3 which have not been waived in writing by the Purchaser, then
(a) the Vendors, shall deliver to the Purchaser certificates
representing all the Shares duly endorsed in blank for
transfer or with a Stock Power of Attorney (in either case
with a signature guaranteed by the appropriate official).
(b) the Vendors and the Corporation shall cause the transfers of
the Shares into the name of the Purchaser or its subsidiary
Global Gold Inc., to be duly and regularly recorded in the
books and records of the Corporation;
(c) the Purchaser shall deliver to the Vendors share certificates
representing the Purchaser Shares in the names of the Vendors.
5. GENERAL PROVISIONS
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5.1 Time shall be of the essence of this agreement.
SHARE PURCHASE AGREEMENT, PAGE 6
5.2 This agreement contains the whole agreement between the parties hereto in
respect of the purchase and sale of the Shares and there are no warranties,
representations, terms, conditions or collateral agreements expressed, implied
or statutory, other than as expressly set forth in this agreement. All previous
statements, negotiations, preliminary instruments, and agreements between the
parties which relate to the Corporation and its assets are superseded by and
merged into this agreement.
5.3 This agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. The Purchaser may
not assign this agreement without the consent of the Corporation which consent
may be unreasonably withheld.
5.4 Any notice to be given under this agreement shall be duly and properly given
if made in writing and by delivering or telecopying the same to the addressee at
the address as set out on page one of this agreement. Any notice given as
aforesaid shall be deemed to have been given or made on, if delivered, the date
on which it was delivered or, if telecopied, on the next business day after it
was telecopied. Any party hereto may change its address for notice from time to
time by notice given to the other parties hereto in accordance with the
foregoing.
5.5 This agreement may be executed in one or more counterparts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement.
5.6 This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Nevada, and
each of the parties hereto irrevocably attorns to the exclusive jurisdiction of
the Courts of the State of Nevada.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and year first above written.
DELTA INTERNATIONAL MINING AND EXPLORATION INC.
Per: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
Per: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, CFO
SHARE PURCHASE AGREEMENT, PAGE 7
SIGNED, SEALED AND DELIVERED )
by Xxxxx X. Xxxxxxxxx in )
the presence of: )
)
)
)
------------------------
Witness Signature ) Xxxxx X. Xxxxxxxxx
)
)
Name )
)
)
Address )
SIGNED, SEALED AND DELIVERED )
by Xxxxx X. Xxxxxxx in )
the presence of: )
)
)
)
------------------------
Witness Signature ) Xxxxx X. Xxxxxxx
)
)
Name )
)
)
Address )
SHARE PURCHASE AGREEMENT, PAGE 8
SCHEDULE "A"
to that Share Purchase Agreement dated as of October 15, 1999
FINANCIAL STATEMENTS
SHARE PURCHASE AGREEMENT, PAGE 9
SCHEDULE "B"
to that Share Purchase Agreement dated as of October 15, 1999
LIST OF MINERAL CLAIMS AND LEASES
SHARE PURCHASE AGREEMENT, PAGE 10
SCHEDULE "C"
to that Share Purchase Agreement dated as of October 15, 1999
CORPORATION ASSETS, ENCUMBRANCES, LITIGATION AND OTHER MATERIAL INFORMATION
THE ROYALTY
SHARE PURCHASE AGREEMENT, PAGE 11
