Exhibit 10.3
THIS SHARE PURCHASE AGREEMENT dated
as of the 16th day of July, 2008,
BETWEEN:
| |
INTERDYME
TRANSACTIONS, INC., having an office at Xxx Xxxxxx, Xxxxxxxx Xxxxxxx, Xxxx 0,
Xxxxxxx Xx. 00, Xxxxxx Xxxx, Xxxxxx |
AND:
| |
ALMADORO
MINERALS CORP., a Nevada corporation having an office at 0000
Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 |
WHEREAS:
A.
The Shareholder is the registered and beneficial owner of all of shares in the
capital of Ninakhori Minerals S.A. (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:
| 1. |
The Shareholder agrees to sell and the Purchaser agrees to purchase the Shares
for and at a price of US$1.00 at the date of this agreement (the
“Purchase Price”). |
| 2. |
The Purchaser will deliver to the Shareholder US$1.00 as consideration for the
transfer of the Shares. |
| 3. |
The Shareholder represents and warrants to the Purchaser that: |
| |
a. |
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. |
| |
b. |
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. |
4.
The effective date of sale and purchase of the Shares will be July 9, 2008 (the
“Closing”).
| |
a. |
the
Shareholder will deliver to the Purchaser the share certificates, duly endorsed
for transfer, representing the Shares, and |
| |
b. |
the
Purchaser will deliver US$1.00 as full payment for the Purchase Price. |
| 6. |
This agreement will enure to the benefit of and will be binding upon the parties
and their respective successors and assigns. |
| 7. |
Time will be of the essence of this agreement. |
| 8. |
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. |
IN
WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day
and year first above written.
Interdyme Transactions, Inc.
Per:
/S/
Authorized Signatory
Almadoro Minerals Corp.
Per:
/S/
Authorized Signatory
