Ex. 99.4
SHARE PURCHASE AGREEMENT
Xxxxxx X. Xxxx
1308 South 0000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Purchase of 101,500 shares of common stock (the "Common
Stock") of Valley High Oil, Gas & Mining, a Utah corporation
("Valley High" or the "Company")
Dear Xx. Xxxx:
The undersigned individual (the "Buyer") offers to purchase Common Stock
of Valley High from you (the "Seller") as follows, to-wit:
RECITALS:
A. The Seller is the owner of 300,000 (three hundred thousand)
"legend-free" shares of Common Stock of Valley High, 101,500 shares of which
she wishes to sell to the Buyer, and that the Buyer wishes to buy from the
Seller.
B. Valley High is a publicly held Utah corporation, having
approximately 1,150 shareholders of record, and having also previously and
lawfully offered and sold, in 1980, a portion of its securities in accordance
with all applicable United States and state securities laws, rules and
regulations. Though Valley High does not currently file any reports with the
Securities and Exchange Commission ("SEC"), Seller's brother has served as an
officer and director of the Company, and major stockholder, between
approximately 1989 and October 2003. Accordingly, Seller has familiarity with
the Company.
C. The Seller and the Buyer acknowledge that they are aware of all
material information respecting the past, present and proposed business
operations of Valley High as has been indicated to them by current management,
namely, that the Company has leased, or will be leasing, certain mining claims
located in Eureka, Utah, to the Company; that it has changed its domicile to
the State of Nevada by which it effectuated a 35-for-1 reverse split of its
shares and changed its name to "Valley High Mining Company"; that it intends
to obtain audited financial statements and then file a Form 10-SB with the
SEC; that there is no current "established trading market" for the Common
Stock of Valley High, which is presently NOT quoted on the Pink Sheets or the
OTC Bulletin Board; that it is uncertain at this time whether there will be
any future market for the Common Stock of Valley High; and that the purchase
price being paid, by Buyer, for the Valley High Common Stock bears no
relationship to assets, book value or other established criteria of value,
though the completion of the proposed Form 10-SB and the obtaining of an OTCBB
symbol, if it does indeed occur, would likely make the Common Stock being sold
and acquired hereunder more valuable than the purchase price being paid for
such shares. Based on the foregoing, both the Seller and the Buyer have been
provided with access to all information relative to Valley High that would be
made available and disclosed to them were Valley High to file a registration
statement with the SEC.
D. The Buyer represents and warrants the following as an additional
inducement for the offer contained in this Agreement to purchase the Common
Stock outlined below, to-wit:
(i) He is not relying on any representation or warranty of the
Seller whatsoever, except those representations and
warranties contained in this Agreement;
(ii) He has conducted its own investigation of the risks and
merits of an investment in Valley High, and to the extent
desired, including, but not limited to a review of Valley
High's books and records, financial and otherwise, what
records it has; he has had the opportunity to discuss this
documentation with the current directors and executive
officers of Valley High and to ask questions of these
directors and executive officers; and that to the extent
requested, all such questions have been answered to his
satisfaction;
(iii) He, by reason of the education, experience, business acumen
or other educational factors of its principals, is a
"sophisticated investor" or an "accredited investor" as
those terms are known or defined under applicable United
States securities laws, rules and regulations, and/or is
fully capable of evaluating the risks and merits associated
with the execution of this Agreement and the purchase of
this Common Stock, without qualification;
(iv) He is purchasing the Common Stock for his individual account
only, and not for the account of or in concert with any
other person or entity, and there are no arrangements,
understandings or agreements, written or oral, respecting
the subsequent resale of any of the Common Stock;
(v) He will fully comply with all provisions of United States
and state securities laws, rules and regulations in the
resale of any of the Common Stock acquired hereunder; and
(vi) He is not an "affiliate," an "associate" or "control person"
of Valley High.
Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:
E. The Buyer hereby offers to purchase the number of shares of Common
Stock of Valley High listed on the signature page hereof, free and clear of
any liens or encumbrances whatsoever.
F. The purchase price of the Common Stock shall be the amount listed
on the signature page hereof, all as further outlined below.
1. The 300,000 share certificate of Valley High (described
further below) representing the Common Stock shall be submitted to the
Company's transfer agent to be transferred and broken down into one 101,500
share certificate registered in Buyer's name in exchange for payment, by the
Buyer, to the Seller of $10.00 (ten dollars), by cash or personal check. The
remaining 200,000 shares shall be returned to Seller in Seller's name
2. By acceptance of this offer, the Seller hereby covenants
and
warrants:
(i) That the Seller each has the right to sell, transfer, convey
and assign the Common Stock;
(ii) That the Seller has done no act to encumber the Common
Stock, and that the Common Stock is free and clear of any
liens or encumbrances whatsoever; and
(iii) That the Seller is not now and has not been an "affiliate"
of Valley High for the past or preceding ninety (90) days.
G. The Buyer and Seller agree that any action based upon this
Agreement or any of the matters covered hereby shall be brought only in the
United States and state courts situated in the State of Utah, and that the
prevailing party in any such action shall be entitled to recover reasonable
attorney's fees and costs.
BUYER:
Dated: May 5, 2004 s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
c/o THE CAYIAS INSURANCE AGENCY
0000 Xxxxx 0000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000
$10.00 and other good and valuable consideration
Aggregate Purchase Price
101,500 shares
Number of Shares Being Purchased from Xxxxxx X. Xxxx
Certificate No. 9351 registered in the name of Seller to be
broken down and transferred into a 101,500 share certificate,
Stock acquired by Seller on 7/16/01 (copy of certificate attached
hereto)
ACCEPTED:
SELLER:
Dated: 5/5/04 s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
