EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
AGREEMENT made as of the 1st day of November 2003
AMONG:
YUKON GOLD CORPORATION, INC., a corporation incorporated under the laws of
the State of Delaware (the "CORPORATION").
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THE FOUNDING SHAREHOLDERS as described herein and listed on Schedule "A"
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YUKON GOLD CORP. ("YUKON") an Ontario corporation
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MEDALLION CAPITAL CORP. ("MEDALLION"), a corporation incorporated under
the laws of the Province of Ontario.
WHEREAS the Corporation wishes to acquire from the Founding Shareholder
all of the common shares of Yukon held by the Founding Shareholder;
AND WHEREAS the Founding Shareholders wish to sell their shares of Yukon
to the Corporation.
AND WHEREAS Medallion shall act as the agent for the Parties to complete
the Share Purchase.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
mutual covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties hereto agree with each other as follows:
ARTICLE I
DEFINITIONS
1.1 In this Agreement, unless there is something in the context or subject
matter inconsistent therewith;
(a) "CLOSING" means the completion of the transactions contemplated by
this Agreement which shall take place on the Closing Date at the
offices of Medallion at Suite 408, 000 Xxx Xx. Xxxxxxx, XX
(b) "CLOSING DATE" means November 15, 2003, unless otherwise agreed by
the parties;
(c) "PERSON" means any individual, Corporation, partnership,
unincorporated syndicate, unincorporated organization, trust,
trustee, executor, administrator or other legal representative;
(D) "PARTY" or "PARTIES" means the parties to this agreement.
(e) "PURCHASED SHARES" or "PURCHASED SHARE" means the 3,000,000 common
shares of Yukon held by the Founding Shareholders;
1.2 HEADINGS. Article and Section headings contained in this Agreement are
included solely for convenience, are not intended to be full or accurate
descriptions of the content thereof and shall not be considered part of this
Agreement or affect the construction or interpretation of any provision hereof.
ARTICLE II
PURCHASE AND SALE OF SHARES
2.1 The Founding Shareholders agrees to sell, and the Corporation agrees to
purchase, the Purchased Shares on Closing for a consideration of $100,000.00
(Canadian) (the "Purchase Money") in the aggregate, which shall be satisfied by
delivery of $0.0333 per Purchased Share for each common share delivered by each
of the Founding Shareholders, that number of Purchased Shares being set out
opposite the Founding Shareholders name in Schedule A hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
represents and warrants to the other Parties as follows, and acknowledges that
the other Parties are relying upon such representations and warranties in
connection with the transactions contemplated in this Agreement:
(A) STATUS AND CAPACITY. The Corporation is a corporation incorporated
and subsisting under the laws of the State of Delaware and has all
requisite corporate power to own its properties and conduct its
business as presently being conducted by it.
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(B) DUE AUTHORIZATION. The Corporation has full legal capacity and
corporate power to enter into this Agreement and to take, perform or
execute all proceedings, acts and instruments necessary or advisable
to consummate the actions and transactions contemplated in this
Agreement; all necessary corporate action has been taken or will be
taken by, or on the part of the Corporation to authorize the
execution of such proceedings, acts and instruments as are necessary
or advisable for consummating the actions and transactions
contemplated in this Agreement and for fulfilling its obligations
hereunder.
(C) ENFORCEABILITY. This Agreement has been duly executed and delivered
on behalf of the Corporation and constitutes a legal, valid and
binding obligation of it, enforceable against it in accordance with
its respective terms, except as such terms may be limited by
bankruptcy, insolvency, reorganization or other laws relating to the
enforcement of creditors' rights generally.
(D) ABSENCE OF CONFLICT. Neither the execution, nor delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with and fulfillment of the terms and
provisions of this Agreement will:
(i) conflict with or result in a breach of the terms, conditions
or provisions of, or constitute a default under: (1) the
constating documents or by-laws of the Corporation; or (2) any
instrument, agreement, mortgage, judgment, order, award,
decree or other instrument or restriction to which the
Corporation is a party or by which it is bound; or
(ii) require any affirmative approval, consent, authorization or
other order or action by any court, governmental authority or
regulatory body or by any creditor of the Corporation or any
party to any agreement to which the Corporation is a party or
by which it is bound.
3.2 REPRESENTATIONS AND WARRANTIES OF THE FOUNDING SHAREHOLDERS. The Founding
Shareholders represent and warrant to the other Parties as follows, and
acknowledges that the other Parties are relying upon such representations and
warranties in connection with the transactions contemplated in this Agreement:
(A) DUE AUTHORIZATION. Each of the Founding Shareholders has the full
legal capacity to enter into this Agreement and to take, perform or
execute all proceedings, acts and instruments necessary or advisable
to consummate the other actions and transactions contemplated in
this Agreement and to fulfill their respective obligations under
this Agreement; all necessary action has been taken by or on the
part of the Founding Shareholder to authorize the execution and
delivery of this Agreement, and the taking, performing or executing
of such proceedings, acts and instruments as are necessary or
advisable for consummating the other actions and transactions
contemplated in this Agreement and fulfilling their respective
obligations under this Agreement.
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(B) ENFORCEABILITY. This Agreement has been duly executed and delivered
by each of the Founding Shareholders and this Agreement constitutes
a legal, valid and binding obligation enforceable in accordance with
its terms, except as such terms may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the enforcement
of creditors' rights generally.
(C) ABSENCE OF CONFLICT. Neither the execution, nor delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with and fulfillment of the terms and
provisions of this Agreement will:
(i) conflict with or result in a breach of the terms, conditions
or provisions of, or constitute a default under: any
instrument, agreement, mortgage, judgment, order, award,
decree or other instrument or restriction to which the
Founding Shareholder is a party or by which the Founding
Shareholder is a party or by which it is bound; or
(ii) except as otherwise described herein, require any affirmative
approval, consent, authorization or other order or action by
any court, governmental authority or regulatory body or by any
creditor of the Founding Shareholder or any party to any
agreement to which the Founding Shareholder is a party or by
which the Founding Shareholder is bound.
(D) WARRANTY OF TITLE. Each of the Founding Shareholder has all right,
title and interest to the Purchased Shares to be transferred by it
to the Corporation in accordance with Section 2.1 hereof, free and
clear of all charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever except as set out herein.
(E) OPTIONS, ETC. 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, or
obligations of any nature, for the purchase of any of the Purchased
Shares.
(F) AUTHORIZED AND ISSUED CAPITAL. All of the Purchased Shares have been
fully paid for by the Founding Shareholder and are outstanding as
fully paid and non-assessable shares of Yukon.
3.3 REPRESENTATIONS AND WARRANTIES OF YUKON
(A) STATUS AND CAPACITY. The Corporation is a corporation incorporated
and subsisting under the laws of the Province of Ontario and has all
requisite corporate power to own its properties and conduct its
business as presently being conducted by it.
(B) DUE AUTHORIZATION. Yukon has the full legal capacity to enter into
this Agreement and to take, perform or execute all proceedings, acts
and instruments necessary or advisable to consummate the other
actions and transactions contemplated in this Agreement and to
fulfill their respective obligations under this Agreement; all
necessary action has been taken by or on the part of Yukon to
authorize the execution and delivery of this Agreement, and the
taking, performing or executing of such proceedings, acts and
instruments as are necessary or advisable for consummating the other
actions and transactions contemplated in this Agreement and
fulfilling their respective obligations under this Agreement.
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(C) ENFORCEABILITY. This Agreement has been duly executed and delivered
by Yukon and this Agreement constitutes a legal, valid and binding
obligation enforceable in accordance with its terms, except as such
terms may be limited by bankruptcy, insolvency, reorganization or
other laws relating to the enforcement of creditors' rights
generally.
(D) ABSENCE OF CONFLICT. Neither the execution, nor delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with and fulfillment of the terms and
provisions of this Agreement will:
(i) conflict with or result in a breach of the terms, conditions
or provisions of, or constitute a default under: any
instrument, agreement, mortgage, judgment, order, award,
decree or other instrument or restriction to which Yukon is a
party or by which Yukon is a party or by which it is bound; or
(ii) except as otherwise described herein, require any affirmative
approval, consent, authorization or other order or action by
any court, governmental authority or regulatory body or by any
creditor of Yukon or any party to any agreement to which Yukon
is a party or by which Yukon is bound.
(E) WARRANTY OF TITLE. Each of the Founding Shareholder has all right,
title and interest to the Purchased Shares to be transferred by it
to the Corporation in accordance with Section 2.1 hereof, free and
clear of all charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever.
(F) AUTHORIZED AND ISSUED CAPITAL. All of the Purchased Shares have been
validly allotted and issued to the Founding Shareholder and are
outstanding as fully paid and non-assessable shares of Yukon.
(G) SHARE REGISTRY All of the Founding Shareholders share have been
recorded in book entry form only and no certificates have been
delivered to the Founding Shareholders. Yukon shall deliver a share
certificate on closing representing the total Purchased Shares.
3.4 REPRESENTATIONS AND WARRANTIES OF MEDALLION
(A) STATUS AND CAPACITY. Medallion is a corporation incorporated and
subsisting under the laws of the Province of Ontario and has all
requisite corporate power to own its properties and conduct its
business as presently being conducted by it.
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(B) DUE AUTHORIZATION. Medallion has full legal capacity and corporate
power to enter into this Agreement and to take, perform or execute
all proceedings, acts and instruments necessary or advisable to
consummate the actions and transactions contemplated in this
Agreement; all necessary corporate action has been taken or will be
taken by, or on the part of Medallion to authorize the execution of
such proceedings, acts and instruments as are necessary or advisable
for consummating the actions and transactions contemplated in this
Agreement and for fulfilling its obligations hereunder.
(C) ENFORCEABILITY. This Agreement has been duly executed and delivered
on behalf of Medallion and constitutes a legal, valid and binding
obligation of it, enforceable against it in accordance with its
respective terms, except as such terms may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the enforcement
of creditors' rights generally.
(D) ABSENCE OF CONFLICT. Neither the execution, nor delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with and fulfillment of the terms and
provisions of this Agreement will:
(i) conflict with or result in a breach of the terms, conditions
or provisions of, or constitute a default under: (1) the
constating documents or by-laws of the Medallion; or (2) any
instrument, agreement, mortgage, judgment, order, award,
decree or other instrument or restriction to which Medallion
is a party or by which it is bound; or
(ii) require any affirmative approval, consent, authorization or
other order or action by any court, governmental authority or
regulatory body or by any creditor of Medallion or any party
to any agreement to which Medallion is a party or by which it
is bound.
3.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The covenants, representations
and warranties of the Parties contained in this Agreement and in any document or
certificate given pursuant hereto shall survive the Closing, provided that such
representations and warranties shall only survive for a period of twelve (12)
months from the Closing. After which time, if prior to the expiry of the
applicable warranty period, no claim shall have been made hereunder by a party
with respect to any in correctness in or breach of any such representation or
warranty made herein by the other party, then such other party or parties, as
applicable, shall have no further liability hereunder with respect to such
representation or warranty.
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ARTICLE 1V
CLOSING
4.1 AT CLOSING,
(a) The Corporation shall on or before Closing deliver, or cause to be
delivered, to Medallion the Purchase Money:
(b) Medallion shall on the Closing deliver
(i) to each of the Founding Shareholders that portion of the
Purchase Money as set out opposite their name on Schedule A
and payable to the Founding Shareholder or as they may direct
(c) Yukon shall deliver to the Corporation:
(i) a duly issued, fully paid and non assessable share certificate
representing the Purchased Shares;
(ii) certified copies of extracts from directors' resolutions, and
written evidence of such other approvals or consents as are
required under the constating documents of Yukon to validly
conclude the transactions contemplated hereunder; and
(iii) such other certificates, agreements or other documents as may
reasonably be required by the Corporation to give full effect
to this Agreement.
(d) The Founding Shareholders shall each deliver on the Closing:
(i) the direction attached hereto as Schedule B fully executed
directing Yukon to deliver their Purchase Shares to the
Corporation, and
(ii) such other certificates, agreements or other documents as may
reasonably be required by Yukon or the Corporation to give
full effect to this Agreement.
ARTICLE V
GENERAL
5.1 EXPENSES. All costs and expenses (including, without limitation, the fees
and disbursements of legal counsel) incurred in connection with this Agreement
and the transactions or contemplated hereby shall be paid by the Party incurring
such expenses.
5.2 TIME OF THE ESSENCE. Time shall be of the essence hereof.
5.3 FURTHER ASSURANCES. The Parties hereto shall with reasonable diligence do
all such things and provided all such reasonable assurances as may be required
to consummate the transactions contemplated hereby, and each Party shall execute
and deliver such other documents, instruments, papers and information as may be
reasonably requested by the other Party hereto in order to carry out the purpose
and intent of this Agreement.
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5.4 LAW AND JURISDICTION. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. The Parties hereby attorn to the non-exclusive jurisdiction
of the Courts of Ontario in any dispute that may arise hereunder.
5.5 ENTIRE AGREEMENT. This Agreement, together with the agreements and other
documents to be delivered pursuant hereto, constitute the entire agreement
between the Parties pertaining to the subject matter hereof and supercede all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the Parties and there are no warranties, representations or other
agreements between the Parties in connection with the subject matter hereof
except as specifically set forth herein and therein. This Agreement may not be
amended or modified in any respect except by written instrument signed by the
Parties.
5.6 SEVERABILITY. The invalidity or unenforceability of any provision of this
Agreement or any covenant herein contained shall not affect the validity or
enforceability of any other provision or covenant hereof of herein contained,
and this Agreement shall be construed as if such, invalid or unenforceable
provision or covenant were omitted.
5.7 WAIVERS. The Parties hereto may, by written agreement: (i) extend the time
for the performance of any of the obligations or other acts of the Parties
hereto; (ii) waive any inaccuracies in the warranties, representations,
covenants or other undertakings contained in this Agreement or in any document
or certificate delivered pursuant to this Agreement; or (iii) waive compliance
with or modify any of the warranties, representations, covenants or other
undertakings or obligations contained in this Agreement and waive or modify
performance by any of the Parties thereto.
5.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one and the same instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing facsimile signature of a Party shall
constitute a valid and binding execution and delivery of this Agreement by such
Party. Such facsimile copies shall constitute enforceable original documents.
5.9 ENUREMENT. This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the successors and assigns of the Parties
hereto.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first set out above.
FOUNDING SHAREHOLDERS
/s/ Xxxxx Xxxxx YUKON GOLD CORPORATION, INC.
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Xxxxx Xxxxx Per: /s/ J. Xxxx Xxxxx
Authorized Signing Officer
/s/ Xxxx Xxxxx
------------------------------------ YUKON GOLD CORP.
Xxxx Xxxxx
Per: /s/ Xxxxxxxx Xxxxxx
Authorized Signing Officer
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx MEDALLION CAPITAL CORP.
PER: /s/ Xxxxxxxx Xxxxxx
/s/ Xxxxx Xxxxx Authorized Signing Officer
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Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ J. Xxxxxxx Xxxxx
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J. Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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SCHEDULE "A"
Name No. of Shares Sale Price
Xx. Xxxxx Xxxxx
0000 Xxxxxxx Xxxxxxxxx Xxxx
Xxxxx, XX X0X 0X0 150,000 $ 5,000
Mr. Xxxx Xxxxx
Box 100
Xxxxxxxxxxxx, XX X0X 0X0 150,000 $ 5,000
Xx. Xxxxxxxx Xxxxx
RR#1, 0000 00xx Xxxx
Xxxx, XX X0X 0X0 150,000 $ 5,000
Xx. Xxxxx Xxxxx
0000 Xxxxxxx Xxxxxxxxx Xxxx. XX#0
Xxxx, XX X0X 0X0 150,000 $ 5,000
Xx. Xxxxx Xxxxx
#000 0000 00 Xxxxxx X.X
Xxxxxxx, XX X0X 0X0 150,000 $ 5,000
Mr. J. Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxxxxxxx Xxxx. XX#0
Xxxx, XX X0X 0X0 120,000 $ 4,000
Mr. Xxxxxxx Xxxxx
Xxx 000
Xxxx, XX X0X 0X0 382,500 $12,750
Mr. Xxxxxx Xxxxxx
Xxxx 0, Xxx 0
Xxxx Xxxx, XX X0X 0X0 127,500 $ 4,250
Xx. Xxxxx X. Xxxxx
0000 Xxxx Xxxxx
Xxxxxxxxx, XX X0X 0X0 120,000 $ 4,000
Xx. Xxxxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX X0X 0X0 750,000 $25,000
Xx. Xxxxxx Xxxxxx
C/o Nuinsco Resources
000-000 Xxx Xxxx Xxxx
Xxxxxxx, XX X0X 0X0 750,000 $25,000
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SCHEDULE "B"
DIRECTION
Made this 1st day of November 2003
To Yukon Gold Corp.:
The undersigned has agreed to sell his/her common shares (the "Shares") of
Yukon Gold Corp. to Yukon Gold Corporation, Inc. in accordance with the terms of
the Share Purchase Agreement dated November 1, 2003.
The undersigned hereby surrenders his/her Shares for cancellation as of
the Closing Date of the Share Purchase Agreement and irrevocably directs you to
deliver an equal number of common shares to Yukon Gold Corporation, Inc. on the
Closing Date.
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Signature
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Print Name
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