AGREEMENT FOR PURCHASE AND SALE OF ASSETS
-----------------------------------------
THIS AGREEMENT is made and entered into this 18th day of October, 1996, by and
between CASMYN CORP., a Colorado corporation ("Seller") and NEWGOLD, INC., a
Nevada Corporation ("Buyer").
W I T N E S S E T H:
This Agreement is made and entered into with reference to the following
facts:
A. Seller is a Member of Relief Canyon, Ltd., a Nevada Limited Liability
Company (the "Company"), which owns 100% of that certain mining property in the
State of Nevada known as the Relief Canyon Mine (the "Property").
B. Buyer is a Member of the Company.
C. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, Seller's interests and membership in the Company and Property upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, and other good and valuable consideration, receipt of
which is hereby acknowledged, it is agreed by the parties as follows:
1. Sale of Assets. Seller shall sell and Buyer shall purchase, free and
--------------
clear of all liens and encumbrances, Seller's interests and membership in the
Company and Property.
2. Purchase Price. The purchase price for Seller's interests and
--------------
membership shall be the sum of Nine Hundred Thousand Dollars U.S.
($900,000.00), plus 1,000,000 fully paid and non-assessable restricted shares of
Common Stock of Newgold, Inc. The cash portion of the purchase price shall be
paid in cash to Seller and a stock certificate shall be delivered to Seller at
the time of Closing.
As additional consideration, Buyer shall waive all of Seller's obligations
under that certain Agreement between the parties, dated April 26, 1996,
including the obligation to pay an additional $623,000.
3. Warranties of Seller. Seller represents and warrants to Buyer as
--------------------
follows:
(a) It has not entered into any other contracts to sell, mortgage, or
assign its interests and membership in the Company or the Property.
(b) It has full corporate power and authority to enter into this
Agreement.
(c) As of the date of closing, Seller's interests and Membership in
the Corporation and the Property shall be free and clear of all liens,
encumbrances, chattel mortgages or conditional sales contracts.
4. Closing. The transaction evidenced by this Agreement shall close
-------
within sixty (60) days after entry of an Order by the U.S. Bankruptcy Court,
Western District of New York, confirming a Plan of Reorganization in the Chapter
11 bankruptcy proceedings of Warehouse Auto Centers, Inc. ("WAC"), Case No 95-
21279, wherein Newgold, Inc. is merging with WAC and raising the sum of
$5,000,000 through the sale of Debtor Certificates. Closing of this Agreement
is contingent upon Buyer acquiring use of the proceeds of the Debtor
Certificates sold in said bankruptcy.
5. Obligations Upon Closing. At the closing:
------------------------
(a) Seller shall deliver to Buyer an Assignment in the form of Exhibit
"A" attached hereto, transferring all of its right, title and interest in and to
its interest and Membership in the Company;
(b) Seller shall deliver to Buyer a Quitclaim Deed to the Property.
(c) Buyer shall deliver to Seller the sum of Nine Hundred Thousand
Dollars U.S. ($900,000.00).
(d) Buyer shall also deliver to Seller a stock certificate for
1,000,000 fully paid and non-assessable restricted shares of Common Stock of
Newgold, Inc. Buyer agrees to commence registration of such shares within six
(6) months of Buyer's listing on the NASDAQ Bulletin Board.
6. Indemnity by Seller. Seller shall indemnify Buyer against any loss,
-------------------
damage, cost or expense that buyer shall incur or suffer as a result of the
breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or
representation made by Seller herein and for the benefit of Buyer.
7. Indemnity of Buyer. Buyer shall indemnify Seller against any loss,
------------------
damage, cost or expense that Seller shall incur or suffer as a result of the
breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or
representation made by Buyer herein to and for the benefit of Seller.
8. Broker's Fees. The parties warrant to and with each other that the
-------------
transaction evidenced by this Agreement was initiated, negotiated and completed
by the parties hereby directly, as principals, and without the intervention of
any broker, dealer, agent or finder, except for IBK Capital Corp., which served
as a broker for Seller and Seller shall be responsible for fees payable to IBK
Capital Corp. Each party agrees to indemnify and hold the other party harmless
from and against any loss, damage, cost or expense, including without
limitation, attorneys' fees and litigation expenses, resulting from any breach
or breaches of the foregoing warranty.
9. Miscellaneous.
-------------
(a) Time. Time is of the essence of this Agreement and in the
----
performance and enforcement of each of the promises, covenants, representations
and warranties of the parties contained herein. For the purpose of computing
any period of time prescribed herein or relating hereto, the first day shall be
excluded. If the period of time is six (days) or more, weekends and public
holidays shall be included. An act required to be performed on a day shall be
performed at or before the close of business on such day. If an act required to
be performed on a certain day and such day is not a regular business day, the
time of performance or measurement shall be extended to and including the next
regular business day.
(b) Entire Agreement. This Agreement constitutes the entire agreement
----------------
of the parties and all prior rights, negotiations and representations are merged
herein.
(c) Binding Effects. This Agreement shall inure to the benefit of,
---------------
and be binding upon, the parties and their several successors in interested in
any capacity.
(d) Applicable Law. This Agreement shall be construed in accordance
--------------
with the laws of the State of Nevada.
(e) Notices. Any notice or notices which any party hereto deems
-------
necessary, useful or convenient to give to any other party or parties hereto, at
any time and from time to time, shall be in writing and shall be personally
served upon or mailed to the parties at the following addresses:
To Seller at: 0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxx 00000
To Buyer at: 0000 Xxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
In addition, copies of any notice shall also be sent to:
Xxxxxxx X. Xxxxxxxx, Esq.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
(f) Attorneys' Fees and Costs. If any legal action or any arbitration
-------------------------
or other proceeding is brought for the enforcement of this Agreement or because
of an alleged dispute, breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorney's fees and other costs incurred
in that action or proceeding, in addition to any other relief to which he may be
entitled.
(g) Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed to constitute but one and the same
instrument.
(h) Captions. Article and paragraph captions contained in this
--------
Agreement are inserted only a matter of convenience and reference. Said
captions shall not be construed to define, limit, restrict, extend or describe
this Agreement or the intent of any provision hereof.
(i) Gender and Number. Whenever used in this Agreement and as
-----------------
required by the context of the transaction, the single number shall include the
plural, the plural number shall include the singular, and masculine gender shall
include the feminine and neuter.
(j) Form of Association. As required by the context, the term
-------------------
"person" shall include individuals, partnerships, limited partnerships,
corporations, estates and trusts.
(k) Waiver of Conflict. The parties waive any and all conflicts which
------------------
may exist or arise as a result of this Agreement being prepared, at the mutual
request of the parties, by Xxxxxxx X. Xxxxxxxx, Esq., who represents both
parties in unrelated legal matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
CASMYN CORP., a Colorado NEWGOLD, INC., a Nevada
corporation - "Seller" corporation - "Buyer"
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ A. Xxxxx Xxxxxxx
----------------------- --------------------
Xxxxxxx X. Xxxxxxxx, A. Xxxxx Xxxxxxx
Its Secretary/Treasurer Its President
ASSIGNMENT
----------
By this instrument dated October 18, 1996, for the sum of Nine Hundred
Thousand Dollars U.S. ($900,000.00) and other valuable consideration, receipt of
which is hereby acknowledged, CASMYN CORP., a Colorado corporation, does hereby
assign, transfer and deliver to NEWGOLD, INC., a Nevada corporation, all of its
right, title and interest in and to its interest in Relief Canyon, Ltd., a
Nevada limited liability company (the "Corporation"), together with any and all
assets (tangible or intangible) or holdings or property belonging to the
Corporation, or to be assigned to the Corporation in the future, along with any
interest it may have in any and all agreements entered into by or on behalf of
the Corporation.
By this transfer, CASMYN CORP. expressly acknowledges that it has no
further right, title or interest, directly or indirectly, in or to the
Corporation, or any of its assets, properties or agreements, and claims no such
right by or through the laws of the State of Nevada or any other jurisdiction.
Witness my hand this _____ day of _______________, 1996.
CASMYN CORP., a Colorado corporation
By: ___________________________________________
Xxxxxxx X. Xxxxxxxx, Secretary/Treasurer
EXHIBIT "A"
-----------
