SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made this 16th day of August, 2002 by and between XXXX
XXXXX of 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (the
"Vendor") and XXX XXXXXXX of 000 Xxxxxx Xxxxxx, Xxxxxxx, XX, 00000 XXX (the
"Purchaser") for the purpose of setting forth the terms and conditions upon
which the Vendor will sell to the Purchaser 1,000,000 shares of the common
stock (the "Shares") of Quincy Resources Inc. (the "Company")
In consideration of the mutual promises, covenants, representations and
warranties contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
Purchase and Sale of Shares
1. Subject to the terms and conditions of this Agreement, the Vendor hereby
agrees to sell, and the Purchaser hereby agrees to purchase, on the Closing
Date (as defined herein), the Shares for the sum of US$1,000 (the "Purchase
Price").
Representation and Warranties of the Vendor
2. The Vendor hereby represents and warrants to the Purchaser, with the
understanding that the Purchaser is relying on such representations and
warranties in entering into this Agreement, that:
(a) the Shares are owned by the Vendor as the beneficial owner thereof with
good and marketable title thereto free and clear of all mortgages, liens,
charges, security interests, adverse claims, charges, encumbrances, and
demands whatsoever and that none of the Shares are or will be subject to any
voting trust or agreement and that no person holds or has the right to
receive any proxy or similar instrument with respect to such Shares;
(b) the Vendor has the legal capacity to enter into this Agreement and to
sell, assign, transfer, and convey the Shares so owned by him pursuant to
this Agreement and the Vendor has the exclusive right to dispose of the
Shares; and
(c) this Agreement has been duly executed and delivered by the Vendor, and
constitutes a valid and binding obligation of the Vendor enforceable against
the Vendor in accordance with its terms.
Closing
3. Closing of the purchase and sale of the Shares shall be effected by the
delivery by the Vendor or his counsel of a certificate or certificates
representing the Shares, duly endorsed in blank for transfer with the
registered holder's signature properly medallion guaranteed or with a duly
executed and medallion guaranteed stock power of attorney, together with a
copy of this Agreement duly executed by the Vendor, to counsel for the
Purchaser and by the concurrent delivery by counsel to the Purchaser of a
trust cheque made payable to the counsel for the Vendor, "In Trust" in the
amount of the Purchase Price (such date being the "Closing Date").
Resignations
4. On the Closing Date the Vendor agrees to appoint the Purchaser as the sole
officer of the Company and, subject to the Company filing the Notice required
by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, appoint
the Purchaser as director of the Company and tender his resignation as
director of the Company.
Filings
5. As soon as practicable after the Closing Date the Vendor will file with
the Securities and Exchange Commission a Form 4, Insider Report and such
other documents as may be required under the Securities Exchange Act of 1934,
such filings being at the sole cost and expense of the Vendor.
Miscellaneous
6. Time shall be of the essence of this Agreement. This Agreement contains
the whole agreement between the parties hereto and there are no warranties,
representations, terms, conditions or collateral agreements expressed,
implied or statutory. The parties agree to do such further acts and things
as may be necessary to give effect to the foregoing. This Agreement may be
signed in one or more counterparts which shall together comprise one and the
same document. This Agreement may also be delivered by telecopier which
delivery shall be deemed to be valid and sufficient.
7. Each party acknowledges and understands that they have the right to
consult with legal counsel of their choice concerning the terms, execution
and effect of this Agreement and have done so or, in their own discretion,
have chosen not to seek such advice. Each party represents to the other that
they have had an opportunity to review this Agreement, that they have read
and understand this Agreement, and that they are fully aware of the contents
of this Agreement and of its legal effect. Each party hereby represents and
warrants to the other that this Agreement is executed voluntarily and without
duress or undue influence on the part of or on behalf of any person, firm or
corporation.
8. The Purchaser has obtained legal advice concerning this matter and
requests that the Vendor obtains independent legal advice with respect to
this matter before executing this Agreement. The Vendor hereby represents
and warrants to the Purchaser that he has been so advised to obtain
independent legal advice, and that prior to the execution of this Agreement
he has so obtained independent legal advice or has, in his discretion,
knowingly and willingly elected not to do so.
[Remainder of page intentionally left blank.]
AGREED TO AND ACCEPTED effective the date first above written.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
Signature of Witness Signature of Purchaser
XXXXXXX XXXXXXX XXXXXX X. XXXXXXX
Print Name of Witness Print Name of Witness
000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
Print Address of Witness Print Address of Vendor
Xxxxxxx, MI Xxxxxxx, XX
00000 49930
/s/ Xxxxxxx Hethey /s/ Xxxx Xxxxx
Signature of Witness Signature of Vendor
XXXXXXX X. HETHEY XXXX XXXXX
Print Name of Witness Print Name of Witness
000 Xxxxxxx Xxxxxxxx 0000 Xxxxxxx Xxxxxx
Print Address of Witness Print Address of Vendor
North Vancouver, BC Xxxxxxxxx, XX
X0X 0X0 X0X 0X0
This is page 4 to the Share Purchase Agreement made as of the
16th day of August, 2002 between the above parties.
