STOCK FOR STOCK AGREEMENT
REORGANIZATION AGREEMENT between China West International, Inc., a Nevada
corporation (hereinafter referred to as "China West"), and Intergold Mining
Corporation, a Nevada corporation who is the sole shareholder of International
Gold Corporation, a Nevada corporation (hereinafter referred to as
"International Gold").
For the acquisition by China West of all the outstanding stock of
International Gold, in exchange for stock of China West.
AGREEMENT, dated as of this 23rd day of July, 1997, between China West and
the sole shareholder of International Gold (hereinafter referred to as the
"International Gold Shareholder").
WHEREAS, the International Gold Shareholder owns one share of common stock,
no par value per share, of International Gold, and which constitutes all of the
outstanding common stock of International Gold, for a total of one issued and
outstanding share of common stock of International Gold.
WHEREAS, the International Gold Shareholder owns and has the right to sell,
transfer and exchange all of the shares for the purchase of the capital stock of
China West. China West hereby offers 42,000,000 shares of its restricted common
stock to the International Gold Shareholder for all of the outstanding common
stock of International Gold. The International Gold Shareholder wishes to make
said exchange.
WHEREAS, the parties hereto intend that the securities exchange described
herein between China West and the sole shareholder of International Gold will be
tax free in accordance with the provisions of Section 368(a)(1)(B) of the
Internal Revenue Code.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the parties hereto have agreed and by these present do
hereby agree as follows:
1. Exchange of Securities. Subject to the terms and conditions
hereinafter set forth, at the time of the closing referred to in Section 6
hereof (the "Closing Date"), China West will issue and deliver, or cause to be
issued and delivered to the International Gold Shareholder, in exchange for all
of the issued and outstanding shares of International Gold, 42,000,000 shares of
its restricted common stock. The shares of China West will be allocated as set
forth in Schedule I, attached hereto.
2. Representations and Warranties by International Gold and the
International Gold Shareholder. International Gold and the International Gold
Shareholder each represent and warrant to China West, all of which
representations and warranties shall be true at the time of closing, and shall
survive the closing for a period of six (6) months from the date of closing,
except as to the warranties and representations set forth in subsection (i)
herein, which shall survive for a period of three (3) years from the date of
closing, and those set forth in subsection (1) herein, which shall survive for a
period of six (6) months from the date of closing, or from the date when the
accounts receivable may become due and payable, whichever shall occur later,
that:
(a) International Gold is a corporation duly organized and
validly existing and in good standing under the laws of the State of Nevada and
has the corporate powers to own its property and carry on its business as and
where it is now being conducted. Copies of the Certificate of Incorporation and
the By-Laws of International Gold, which have heretofore been furnished by the
International Gold Shareholder or International Gold to China West, are true and
correct copies of said Certificate of Incorporation and By-Laws including all
amendments to the date hereof
(b) The authorized capital stock of International Gold consists
of 1,000,000 shares of common stock, no par value per share ("Common Stock of
International Gold"), of which one share has been validly issued and is now
outstanding.
(c) The International Gold Shareholder has full power to exchange
the shares to purchase the capital stock of China West on behalf of itself upon
the terms provided for in this Agreement, and said shares have been duly and
validly issued and are free and clear of any lien or other encumbrance other
than that listed in the attached management prepared financial statements that
includes the outstanding attorney's liens of Xxxxxx and Saint-Xxxxx in the
amount of $119,000.00 US funds.
(d) From the date hereof, and until the date of closing, no
dividends or distributions of capital, surplus, or profits shall be paid or
declared by International Gold in redemption of their outstanding shares or
otherwise, and except as described herein no additional shares shall be issued
by said corporation.
(e) Since the date hereof, International Gold has not engaged in
any transaction other than transactions in the normal course of the operations
of their business, except as specifically authorized by China West in writing.
(f) International Gold is not involved in any pending or
threatened litigation which would materially affect its financial condition
disclosed to China West in writing.
(g) International Gold has and will have on the Closing Date,
good and marketable title to all of its property and assets shown on Schedule
II, attached hereto, free and clear of any and all liens or encumbrances or
restrictions, except as shown on Schedule II, attached hereto and except for
taxes and assessments due and payable after the Closing Date and easements or
minor restrictions with respect to its property which do not materially affect
the present use of such property.
(h) (1) The mining claims of International Gold are set forth in
Schedule II.
(2) The mining claims of International Gold listed on the
schedule referred to in (h) (1) above is hereinafter collectively referred to as
the "Inventory." The Inventory is in good standing and International Gold has
clear title to its inventory.
(i) As of the date hereof, there are no accounts receivable of
International Gold of a material nature, except for those accounts receivable
set forth in Schedule II, attached hereto.
(j) International Gold does not now have, nor will it have on the
Closing Date, any long-term contracts ("long-term" being defined as more than
one year) except those set forth in Schedule II attached hereto.
(k) International Gold does not now have, nor will it have on the
Closing Date any pension plan, profit-sharing plan, or stock purchase plan for
any of its employees except those set forth in Schedule II, attached hereto and
certain options to proposed executive officers.
(1) International Gold does not now have, nor will it have on the
Closing Date, any known liabilities or contingent liabilities other than those
disclosed in the attached Schedule III except in the ordinary course of business
or in connection with its proposed private offering.
3. Representations and Warranties by China West. China West represents
and warrants to the International Gold Shareholder, all of which representations
and warranties shall be true at the time of closing, and shall survive the
closing for a period of six (6) months from the date of closing, as follows:
(a) China West is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada and has the
corporate power to own its properties and carry on its business as now being
conducted and has authorized capital stock consisting of 80,000,000 shares of
common stock, $.00025 par value per share, of which as of the date of closing
there will be 4,052,000 shares outstanding.
(b) China West has the corporate power to execute and perform
this Agreement, and to deliver the stock required to be delivered to the
International Gold Shareholder hereunder.
(c) The execution and delivery of this Agreement, and the
issuance of the stock required to be delivered hereunder have been duly
authorized by all necessary corporate actions, and neither the execution nor
delivery of this Agreement, nor the issuance of the stock, nor the performance,
observance or compliance with the terms and provisions of this Agreement will
violate any provision of law, any order court or other governmental
agency, the Certificate of Incorporation or By-Laws of China West or any
indenture, agreement or other instrument to which China West is a party, or by
which China West is bound, or by which any of its property is bound.
(d) The shares of Common Stock of China West deliverable pursuant
hereto will on delivery in accordance with the terms hereof, be duly authorized,
validly issued, and fully paid, and non-assessable.
(e) China West has outstanding debts in the form of legal fees
and trade payables of approximately $128,000.00.
4. Conditions to the Obligations of China West. The obligations of
China West hereunder shall be subject to the conditions that:
(a) China West shall not have discovered any material error or
misstatement in any of the representations and warranties by the International
Gold Shareholder or International Gold herein, and all the terms and conditions
of this Agreement to be performed and complied with shall have been performed
and complied with.
(b) There shall have been no substantial adverse changes in the
conditions (financial, business or otherwise) of International Gold from the
date of this Agreement, and until the date of closing, except for changes
resulting from those operations in the usual and ordinary course of business,
and between such dates the business and assets of International Gold shall not
have been materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of workmen, taking
over of any such assets by any governmental authorities, riot, activities of
armed forces, or acts of God or of the public enemies.
(c) China West shall upon request and at the time of closing,
receive an opinion of counsel to the effect that: (1) International Gold is duly
organized and validly existing under the laws of the State of Nevada and has the
power and authority to own its properties and to carry on its respective
business wherever the same shall be located and operated as of the Closing Date;
and, (2) this Agreement has been duly executed and delivered by International
Gold Shareholders and constitutes a legal, valid and binding obligation of the
International Gold Shareholders enforceable in accordance with its terms.
(d) International Gold does not now have, nor will it have on the
date of closing, any known or unknown liabilities or contingent liabilities,
except as specifically set forth on Schedule II or III, attached hereto.
5. Conditions to the Obligations of the International Gold
Shareholder. The obligations of the International Gold Shareholder hereunder are
subject to the conditions that:
(a) The International Gold Shareholder shall not have discovered
any material error or misstatement in any of the representations and warranties
made by China West herein and all the terms and conditions of this Agreement to
be performed and complied with by China West shall have been performed and
complied with.
(b) The International Gold Shareholder shall upon request, at the
time of closing, receive an opinion of counsel to the effect that: (1) China
West is a corporation duly organized and validly existing under the laws of the
State of Nevada, and has the power to own and operate its properties wherever
the same shall be located as of the Closing Date; (2) the execution, delivery
and performance of this Agreement by China West has been duly authorized by all
necessary corporate action and constitutes a legal, valid and binding obligation
of China West, enforceable in accordance with its terms; (3) the securities to
be delivered to International Gold Stockholders pursuant to the terms of this
Agreement has been validly issued, is fully paid and non-assessable; (4) the
exchange of the securities herein contemplated does not require the registration
of the China West securities pursuant to any Federal law dealing with the
issuance, sale, transfer, and/or exchange of corporate securities; (5) that
China West is not under investigation by the SEC, the NASD or any state
securities commission; (6) that there are no known securities violations; (7)
all shares issued by China West have been validly issued in accordance with
Nevada or Federal law, are fully paid and non-assessable; and (8) there are no
outstanding options, rights, warrants, conversion privileges or other agreements
which would require issuance of additional shares.
6. Closing Date. The closing shall take place on July 18, 1997, or as
soon thereafter as is practicable, at the Law Offices of Xxx X. Xxxxxx, 0000
Xxxx Xxxxxxxx Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, or at such other time and
place as the parties hereto shall agree upon.
7. Actions at the Closing. At the closing, China West and the
International Gold Shareholder will each deliver, or cause to be delivered to
the other, the securities to be exchanged in accordance with Section 1 of this
Agreement and each party shall pay any and all Federal and State taxes required
to be paid in connection with the issuance and the delivery of their own
securities. All stock certificates shall be in the name of the party to which
the same are deliverable.
8. Conduct of Business, Board of Directors, etc. Between the date
hereof and the Closing Date, International Gold will conduct its business in the
same manner in which it has heretofore been conducted and the International Gold
Shareholder will not permit International Gold to: (1) enter into any contract,
etc., other than in the ordinary course of business; or (2) declare or make any
distribution of any kind to the stockholder of International Gold, without first
obtaining the written consent of China West.
Upon closing, members of the board of directors of China West will be
elected by the shareholders of China West, which shall consist of the following
individuals:
Xxxxx X. Xxxxxx
Xxxxx Xxxxxx
Upon election of the above Board of Directors, and subject to the authority
of the Board of Directors as provided by law and the By-Laws of China West, the
new officers of China West, after the closing date of this Agreement shall be as
follows:
Xxxxx Xxxxxx President and Chief Executive Officer
Xxxxx Xxxxxx Secretary & Treasurer
9. Access to the Properties and Books of International Gold. The
International Gold Shareholder hereby grants to China West, through its duly
authorized representative and during normal business hours between the date
hereof and the Closing Date, the right of full and complete access to the
properties of International Gold and full opportunity to examine their books and
records.
10. Miscellaneous.
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Nevada.
(b) Each of the Constituent Corporations shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with the
consummation of this Agreement, including, without limiting the generality of
the foregoing, fees and expenses of financial consultants, accountants and
counsel and the cost of any documentary stamps, sales and excise taxes which may
be imposed upon or be payable in respect to the transaction.
(c) At any time before or after the approval and adoption by the
respective stockholders of the Constituent Corporations, if required, this
Reorganization Agreement may be amended or supplemented by additional written
agreements, as may be determined in the judgment of the respective Boards of
Directors of the Constituent Corporations to be necessary, desirable or
expedient to further the purpose of this Reorganization Agreement, to clarify
the intention of the parties, to add to or to modify the covenants, terms or
conditions contained herein, or otherwise to effectuate or facilitate the
consummation of the transaction contemplated hereby. Any written agreement
referred to in this paragraph shall be validly and sufficiently authorized for
the purposes of this Reorganization Agreement if signed on behalf of
International Gold or China West, as the case may be, by its Chairman of the
Board, or its President.
(d) This Reorganization Agreement may be executed in any number
of counterparts and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
Reorganization Agreement.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators and assigns of the International
Gold Shareholder and upon the successors and assigns of China West.
(f) All notices, requests, instructions, or other documents to be
given hereunder shall be in writing and sent by registered mail:
If to International Gold Shareholder, then:
1040 - 00 Xxxx Xxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
If to China West, then:
The Law Offices of Xxx X. Xxxxxx
0000 X. Xxxxxxxx, Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
The foregoing Reorganization Agreement, having been duly approved or
adopted by the Board of Directors, and duly approved or adopted by the
stockholders of the constituent corporation, as required, in the manner provided
by the laws of the State of Nevada, the Chairman of the Board, the President or
the Secretary of said corporations, and the sole shareholder of International
Gold do now execute this Reorganization Agreement under the respective seals of
said corporation by the authority of the directors and stockholders of each, as
required, as the act, deed and agreement of each of said corporations. This
Stock-For-Stock Agreement may be signed in two or more counterparts.
CHINA WEST INTERNATIONAL, INC.
By:
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx, President
INTERGOLD MINING CORPORATION
By:
/s/ Xxxxxx X. Scoretz
------------------------------------
Xxxxxx X. Scoretz, President
SHAREHOLDER OF INTERNATIONAL GOLD CORPORATION
---------------------------------------------
Name Number of Shares
---- ----------------
INTERGOLD MINING CORPORATION 1 Common Share
/s/ Xxxxxx X. Scoretz
------------------------------------
Xxxxxx X. Scoretz, President
Acknowledgment of Execution of Agreement
By Officer of
China West International, Inc.
STATE OF WASHINGTON )
) ss.
COUNTY OF WHATCOM )
BE IT REMEMBERED that on this 18th day of July, 1997, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxx Xxxxxx,
President of China West International, Inc., a Nevada corporation, and one of
the corporations described in and which executed the foregoing Agreement of
Reorganization, known to me personally to be such, and he, the said, Xxxxx
Xxxxxx, as such President, duly executed said Agreement of Reorganization before
me and acknowledged said Agreement of Reorganization are in the handwriting of
said President of China West International, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
/s/ Xxxxxxxxx X. Xxxxx
-------------------------------
Notary Public
[SEAl]
Acknowledgment of Execution of Agreement
By Shareholder of
International Gold Corporation
STATE OF WASHINGTON )
) ss.
COUNTY OF WHATCOM )
BE IT REMEMBERED that on this 18th day of July, 1997, personally came
before me, a Notary Public in and for jurisdiction aforesaid, Xxxxxx X. Scoretz,
President of Intergold Mining Corporation, a Nevada corporation, and one of the
corporations described in and which executed the foregoing Agreement of
Reorganization, known to me personally to be such, and he, the said, Xxxxxx X.
Scoretz, as such President, duly executed said Agreement of Reorganization
before me and acknowledged said Agreement of Reorganization are in the
handwriting of said President of Intergold Mining Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
/s/ Xxxxxxxxx X. Xxxxx
-------------------------------
Notary Public
[SEAl]
Acknowledgment of Execution of Agreement
By Officer of
International Gold Corporation)
STATE OF WASHINGTON )
)ss.
COUNTY OF WHATCOM )
BE IT REMEMBERED that on this 18th day of July, 1997, personally came
before me, a Notary Public in and for the jurisdiction aforesaid, Xxxxxx X.
Scoretz, President of Intergold Mining Corporation, a Nevada corporation, which
is the shareholder of International Gold Corporation, a corporation of the State
of Nevada, known to me personally to be such, and he, the said, Xxxxxx X.
Scoretz, President of Intergold Mining Corporation, as a shareholder of
International Gold Corporation, duly executed the attached Reorganization
Agreement between China West International, Inc., a Nevada corporation, and
Intergold Mining Corporation, a Nevada corporation, before me and acknowledged
said Reorganization Agreement to be the act, deed and agreement between
themselves, as shareholders of International Gold Corporation, and China West
International, Inc., and the signature of Xxxxxx X. Scoretz, President of
Intergold Mining Corporation, to said foregoing Reorganization Agreement is in
the handwriting of Xxxxxx X. Scoretz, President of Intergold Mining Corporation,
the shareholder of International Gold Corporation
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
/s/ Xxxxxxxxx X. Xxxxx
-------------------------------
Notary Public
[SEAl]
International Gold Corporation
Proforma Balance Sheet - July 24, 1997
Unaudited - Prepared by Management
July 24, 1997
-------------
ASSETS
Other Assets:
Mining Claims and Property Development Costs 691,122
Organization Costs 1,501
--------
Total Other Assets 692,623
--------
Total Assets 692,623
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes Payable 692,622
Accounts Payable 119,000
--------
Total Current Liabilities 811,622
========
Shareholders' Equity:
Common stock,
at no par value,
issued and outstanding 1 share 1
Development Costs Written to Deficit (119,000)
--------
Total Shareholders' Equity (118,999)
========
Total Liabilities and Shareholders' Equity 692,623
========
