SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT
dated as of the 20th day of
November, 2008,
BETWEEN:
PIONEER EXPLORATION INC., a
Nevada company with an office located at 202 - 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx
(the
“Purchaser”)
AND:
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XXXXX XXXXXXX, a
businessman of 000 Xxxxxxxx Xxxx, 0000 XX0, Xxxxxxxxxxxxx, Xxxx Xxxxxx,
X0X 0X0
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(the “Shareholder”)
WHEREAS:
A. The
Shareholder is the registered and beneficial owner of 75,000 free trading common
shares in the capital of Macallan Oil & Gas Inc. (the “Shares”);
B. The
Shareholder wishes to sell, and the Purchaser wishes to purchase, the Shares
pursuant to the terms and conditions of this agreement;
NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:
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1.
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The
Shareholder agrees to sell and the Purchaser agrees to purchase the Shares
for and at a price of CDN$56,250 at the date of this agreement (the “Purchase
Price”).
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2.
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The
Purchase Price will be paid as
follows:
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a.
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the
initial payment of CDN$11,700 to be paid within 10 days of the date of
this agreement;
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b.
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the
second payment in the amount of CDN$14,850 to be paid within 60 days of
the date of this agreement;
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c.
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the
third payment in the amount of CDN$14,850 to be paid within 120 days of
the date of this agreement; and
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d.
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the
fourth and final payment in the amount of CDN$14,850 to be paid within 180
days of the date of this agreement.
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Page
- 1
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3.
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The
Shareholder represents and warrants to the Purchaser
that:
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a.
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The
Shareholder owns the Shares as the legal and beneficial owner thereof,
free of all liens, claims, charges and encumbrances of every nature and
kind whatsoever. The Shares are fully paid and non-assessable
and the Shareholder has due and sufficient right and authority to enter
into this agreement and to transfer the legal and beneficial title and
ownership of the Shares to the
Purchaser.
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b.
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No
person, firm or corporation has any agreement or option or a right capable
of becoming an agreement for the purchase of the Shares, with the
exception of this agreement.
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c.
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There
are no actions, suits, claims, trials, demands, investigations,
arbitrations or other proceedings (whether or not purportedly against or
on behalf of the Shareholder) pending or, to the knowledge of the
Shareholder, threatened with respect to or in any manner affecting the
Shares, which form part of this
agreement.
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d.
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The
Shareholder is a resident of Canada within the meaning of the Income Tax Act
(Canada).
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4.
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The
Purchaser covenants that if the Purchaser raises CDN$250,000 or more at
any one time and the Purchaser receives a written demand from the
Shareholder for payment of the Purchase Price in full that it will pay out
any outstanding payments on the Purchase Price within 10 days of receipt
of the written demand.
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5.
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The
effective date of sale and purchase of the Shares will be the date on
which the full amount of the Purchase Price is paid (the “Closing”).
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6.
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At
the Closing,
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a.
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the
Shareholder will deliver to the Purchaser the share certificates, duly
endorsed for transfer, representing the Shares;
and
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b.
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the
Purchaser will deliver to the Shareholder the final and full payment of
the Purchase Price.
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7.
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The
Shareholder agrees to indemnify and save harmless the Purchaser from and
against all claims, actions and suits and from and against all
liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature, arising out of or in connection with all matters
whatsoever which arise from any breach of this agreement or any
representation, warranty or covenant contained herein by or on the part of
the Shareholder.
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Page
- 2
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8.
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The
Shareholder will allow any default under this agreement to be cured by the
Purchaser within 30 days of the Purchaser receiving a notice of default
from the Shareholder.
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9.
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Any
notice that must be given or delivered under this agreement must be in
writing and delivered by hand to the address or transmitted by fax to the
party and is deemed to have been received when it is delivered by hand or
transmitted by fax unless the delivery or transmission is made after 4:00
p.m. or on a non-business day where it is received, in which case it is
deemed to have been delivered or transmitted on the next business
day. Any payments of money must be delivered by hand or wired
as instructed in writing by the receiving party. Any delivery
other than a written notice or money must be made by hand at the receiving
party’s address.
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10.
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This
agreement will enure to the benefit of and will be binding upon the
parties and their respective successors and
assigns.
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11.
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Time
will be of the essence of this
agreement.
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12.
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This
agreement constitutes the entire agreement between the parties and
supersedes all previous communications, representations and agreements,
whether oral or written, between the parties with respect to the subject
matter of this agreement.
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13.
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The
parties will sign such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of the
agreement.
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14.
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This
agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original
document.
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IN WITNESS WHEREOF the parties
have signed this Share Purchase Agreement as of the day and year first above
written.
Per: /s/
Xxx Xxxxx
Authorized
Signatory
/s/ Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
