EXHIBIT 2.1 (i)
Page 1
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE ("Agreement") is entered into effective
April 11, 1999, by and among Europa Resources, Inc., a Nevada corporation
("Buyer"), and all shareholders of Classic Car Source, Inc., (collectively
referred to as "CCS Seller"), who sign this Agreement and all the shareholders
of North Fork Publishing Group, Inc., (collectively referred to as "NFPG
Seller") who sign this Agreement
RECITALS
A. CCS Seller wishes to sell to Buyer and Buyer wishes to
purchase from CCS Seller 100% of the common stock ("CCS
Stock") of Classic Car Source, Inc., a Washington corporation
("CCS"), on the terms and conditions set forth herein.
B. NFPG Seller wishes to sell to Buyer and Buyer wishes to
purchase from NFPG Seller 100% of the common stock ("NFPG
Stock") of Northfork Publishing Group, Inc., a Washington
corporation ("NFPG"), on the terms and conditions set forth
herein.
Therefore, the parties agree as follows:
AGREEMENT
1. Merger
(a) CCS Seller shall sell and Buyer shall purchase Sixty Seven Thousand
Nineteen (67,019) shares of the authorized, issued and outstanding
common stock of CCS that is now held by CCS Seller.
1.02. NFPG Seller shall sell and Buyer shall purchase One Thousand Three
Hundred Fifty Two (1,352) shares of the authorized, issued and
outstanding common stock of NFPG that is now held by NFPG Seller.
2. Purchase Price for CCS Stock
(a) Upon execution of this Agreement, Buyer shall pay to CCS Seller Twenty
Five Thousand and No/100 Dollars ($25,000.00) in cash. It is expressly
understood and agreed to by the parties that this cash payment is
refundable. In the event the transaction contemplated herein does not
close, Buyer is entitled to the return of the Twenty Five Thousand and
No/100 Dollars ($25,000.00) cash payment.
(b) At Closing:
Page 2
(i) Buyer shall pay CCS Seller One Hundred Eight Thousand Three
Hundred Thirty Three and 37/100 Dollars ($108,333.37) in cash
($133,333.37 minus the $25,000.00 payment set forth in Section
2(a).
(ii) Buyer shall convey to CCS Seller One Million (1,000,000)
shares of the outstanding common stock of Buyer, registered
with the Securities and Exchange Commission as R144 Stock
("R144 Stock").
(iii) Buyer shall deliver to CCS Seller a copy of the fully executed
resolution of Buyer's Board of Directors authorizing the
issuance and transfer of the R144 Stock as set forth on
Exhibit A.
(iv) Buyer shall deliver to CCS Seller a copy of the fully executed
irrevocable instructions to Buyer's Transfer Agent, Signature
Stock Transfer, Inc., authorizing and directing the issuance
and transfer of the R144 stock as set forth on Exhibit A. The
transfer Agent shall mail such shares directly to the CCS
Sellers at the addresses set forth on Exhibit A.
3. Purchase Price for NFPG Stock
(a) Upon execution of this Agreement, Buyer shall pay to NFPG
Seller Twenty Five Thousand and No/100 Dollars ($25,000.00) in
cash. It is expressly understood and agreed to by the parties
that this cash payment is refundable. In the event the
transaction contemplated herein does not close, Buyer is
entitled to the return of the Twenty Five Thousand and No/100
Dollars ($25,000.00) cash payment.
(b) At Closing:
(i) Buyer shall pay NFPG Seller Forty One Thousand Six
Hundred Sixty Six and 66/100 Dollars ($41,666.66) in
cash ($66,666.66 minus the $25,000.00 payment
identified in Section 3(a)).
(ii) Buyer shall convey to NFPG Seller Four Hundred Fifty
Thousand (450,000) shares of the outstanding common
stock of Buyer, registered with the Securities and
Exchange Commission as R144 Stock ("R144 Stock").
(iii) Buyer shall deliver to NFPG Seller a copy of the
fully executed resolution of the Buyer's Board of
Directors authorizing the issuance and transfer of
the R144 Stock as set forth on Exhibit B.
Page 3
(iv) Buyer shall deliver to NFPG Seller a copy of the
fully executed irrevocable instructions to Buyer's
Transfer Agent, Signature Stock Transfer, Inc.,
authorizing and directly the issuance and transfer of
the R144 Stock as set forth on Exhibit B. The
Transfer Agent shall mail such shares directly to the
NFPG Sellers at the addresses set forth on Exhibit B.
4. Retirement of CCS Debt
At Closing, Buyer shall pay NFPG Nine Thousand and No/100 Dollars
($9,000.00) and CCS Thirty One Thousand and No/100 Dollars ($31,000.00)
to retire outstanding credit card balances in the name of Xxx Xxxxxxx
incurred on behalf of NFPG and CCS.
5. Conditions to Closing
(a) The negotiation and execution at closing of employment
agreements between Buyer and Xxx Xxxxxxx and between Buyer and
Xxxxxxxxx Xxx ("Employment Agreements").
(b) Buyer, CCS Seller and NFPG Seller shall have Thirty (3) days
from the Effective Date of this Agreement to conduct
reasonable due diligence. A party's obligation to close the
transaction contemplated herein is expressly conditioned upon
such party's good faith acceptance of and satisfaction with
the results of its due diligence process.
(c) Buyer must purchase both the CCS Stock and the NFPG Stock.
(d) The obligations of Buyer, CCS Seller and NFPG Seller under
this Agreement are subject to the representations and
warranties set forth in Sections 7 and 8 being true at and as
of the Closing Date as though such representations and
warranties were then again made.
(e) Xxx Xxxxxxx is nominated to become a Director of Buyer.
6. Closing.
Closing of this Agreement shall take place at the offices of Europa
Resources, Inc., 000 Xxxxxxxxx Xxxxxx, Xx. 000, Xxxxxxxxx, X.X. X0X
0X0, on or before April 30, 1999 (the "Closing Date").
Page 4
(a) At Closing, Buyer shall deliver to CCS Seller and NFPG Seller
(i ) the cash payments in certified funds due pursuant to
Sections 2(b) and 3(b); (ii) a copy of the fully executed
resolution of Buyer's Board of Directors authorizing the
issuance and transfer of the R144 Stock as set forth on
Exhibits A and B; (iii) a copy of the fully executed
irrevocable instructions to the Buyer's Transfer Agent,
Signature Stock Transfer, Inc., authorizing and directing the
issuance and transfer of the R144 Stock as set forth on
Exhibits A and B; and (iv) Minutes of the Board of Directors,
or a committee thereof, nominating Xxx Xxxxxxx to become a
Director of Buyer. Buyer shall also deliver to CCS and NFPG
the cash payments in certified funds due pursuant to Section
4.
(b) At Closing, CCS Seller and NFPG Seller shall deliver to Buyer
(i) the CCS Stock and the NFPG Stock, respectively, duly
endorsed for immediate transfer to Buyer, and (ii) the
Employment Agreements for execution.
7. Representations and Warranties of Buyer. Buyer represents and warrants that:
(a) Buyer owns good and marketable title to the R144 Stock.
(b) The R144 Stock is owned by Buyer free and clear of any liens, charges,
pledges and encumbrances of any sort whatsoever.
8. Representations and Warranties of CCS Seller and NFPG Seller. CCS Seller and
NFPG Seller represent and warrant that:
(a) CCS Seller and NFPG Seller own good and marketable title to
the CCS Stock, and the NFPG Stock, respectively, and such
shares set forth on Exhibits A and B represent one hundred
percent (100%) of issued and outstanding shares of CCS and
NFPG.
(b) The CCS Stock and the NFPG Stock is owned free and clear of
any liens, charges, pledges and encumbrances of any sort
whatsoever.
(c) CCS and NFPG agree not to make any changes in capital
structure, incur any substantial debt or issue any new shares
prior to Closing without the consent of Buyer, except CCS and
NFPG may issue certificate shares of common stock in amounts
shown on Exhibits A and B. These certificates are for shares
previously issued to shareholders but certificates were not
delivered.
Page 5
9. Business Plan. Buyer recognizes and acknowledges that a substantial portion
of the consideration for the CCS Stock and NFPG Stock is in the form of
common stock of the Buyer. In order to maximize the value of the
consideration that CCS Seller and NFPG Seller have received, Buyer agrees
that it shall in good faith exercise its best efforts to develop a full
range of products and services for the businesses of CCS and NFPG. After
Closing of this Agreement, Buyer and Xxx Xxxxxxx and Xxxxxxxxx Xxx in their
capacity as employees of Buyer, shall prepare a business plan setting forth
the business strategy for CCS and NFPG, including the specific products and
services to be provided and/or developed along with the capital and human
resources required to implement the business plan. Buyer shall in good
faith implement the business plan once it is approved by Buyer's board of
directors.
10. Survival. All representations, warranties and acknowledgments shall survive
the Closing.
11. Additional Documents.
(a) The parties will, at any time before, at or after the Closing,
execute and deliver or cause others to do so, all documents
and instruments necessary to consummate the transaction
contemplated by this Agreement.
(b) The parties acknowledge that Buyer's goal is to purchase 100%
of the common shares of CCS and 100% of the common shares of
NFPG, but that it will proceed so long as control is acquired
even if a few shareholders cannot be located or decline to
sell. The parties agree to negotiate in good faith to make
minor modifications to this Agreement prior to Closing,
provided the amount of money to be paid to CCS and NFPG
Sellers who do sign this Agreement will not be reduced and the
number of Buyer's shares of common stock to be issued to CCS
and NFPG Sellers who do sign will remain the same. (see
Exhibit A and Exhibit B for amounts and numbers not to be
changed.)
12. Brokers and Finders. Each party represents, covenants and warrants to
the other that he or she has employed no broker or finder in connection
with this Agreement, other than 150,000 shares of common stock of Buyer
to be issued to Xxxxxxx Xxxxx by Buyer.
13. Amendments, Modifications. This Agreement may not be amended or
modified except by an instrument in writing signed by the parties.
14. Integration. This Agreement constitutes the entire agreement between
the parties with respect to its subject matter and supercedes all prior
negotiations, discussions, writings, and agreements.
Page 6
15. Successors. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the personal representatives, heirs,
devisees and assigns of the parties hereto.
16. Captions. Captions of this Agreement are for the convenience of
reference only and shall not define or limit any of its provisions.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the state of Nevada.
18. Counterparts. This Agreement may be executed in any number of
counterparts, transmitted by facsimile, each of which shall be an
original, but such counterparts shall together constitute one and the
same instrument.
19. Attorneys' Fees. In the event of any dispute arising out of the
interpretation or enforcement of the terms of this Agreement, which
dispute is referred by either party to an attorney for resolution, the
parties hereto agree that the prevailing party shall be entitled to
recover all costs and attorneys' fees expended in connection therewith,
whether or not litigation is actually commenced.
Dated effective the day and year first above written.
BUYER:
EUROPA RESOURCES, INC.
A Nevada corporation
By: /s/ XXXXXX X. XXXXX
----------------------
Xxxxxx X. Xxxxx, President & CEO
Page 7
NFPG SELLER:
NORTHFORK PUBLISHING GROUP, INC.
a Washington corporation
_/S/___________________________ _/S/___________________________
Xxxxxx X. Xxxxxxx, Shareholder Xxxxxxxxx Xxx, Shareholder
/s/____________________________ /s/____________________________
Xxxxx Xxxxxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
Page 8
CCS SELLER:
CLASSIC CAR SOURCE, INC.
a Washington corporation
_/s/___________________________________ _/s/________________________________
Xxxxxx X. Xxxxxxx, Shareholder Xxxxxxxxx Xxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxxxx Xxxxxxxx, Shareholder Xxxxx Xxxxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxx XxXxxxxx, Shareholder Xxx Xxxxxxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxxxxxxx Xxxxxxx, Shareholder Xxxxxx Xxxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxxxxx Xxxx, Shareholder Xxxxx Xxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxxxx Xxxx, Shareholder Xxxxx Xxxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxxx Xxxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxx Xxxxxx, Shareholder Xxxxxx Mouchlino, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxx Xxxxx, Shareholder Xxx Xxxxxx, Shareholder
_/s/___________________________________ _/s/________________________________
Xxxx Xxxxxxx, Shareholder Xxx Xxxxx, Shareholder
Page 9
CCS SELLER:
CLASSIC CAR SOURCE, INC.
a Washington corporation
_/s/__________________________________ _/s/______________________________
Xxxxxx X. Xxxxxxx, Shareholder Xxxxxxxxx Xxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxxxx Xxxxxxxx, Shareholder Xxxxx Xxxxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxx XxXxxxxx, Shareholder Xxx Xxxxxxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxxxxxxx Xxxxxxx, Shareholder Xxxxxx Xxxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxxxxx Xxxx, Shareholder Xxxxx Xxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxxxx Xxxx, Shareholder Xxxxx Xxxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxxx Xxxxxx, Shareholder Xxxxx Xxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxx Xxxxxx, Shareholder Xxxxxx Mouchlino, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxx Xxxxx, Shareholder Xxx Xxxxxx, Shareholder
_/s/__________________________________ _/s/______________________________
Xxxx Xxxxxxx, Shareholder Xxx Xxxxx, Shareholder
Page 10
EXHIBIT A
SHAREHOLDERS OF CCS
FIRST NAME LAST NAME NO. OF CCS SHARES CASH DUE R144 SHARES DUE
---------- --------- ----------------- -------- ---------------
Xxxxxx Xxxxxxx 478 $950.97 7,132
0000 X. Xxxxxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxx Xxxx 446 $887.31 5,655
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xx Xxxx 27 $53.72 403
00000 XX 000xx Xxxxxx
Xxxxxx, XX 00000
###-##-####
Xxxxx Xxxxxxx 60 $119.37 895
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxx Xxxxxxxx 5732 $11,403.73 85,528
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxx Xxxxxx 74 $147.22 1,104
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxxx Xxxxxxxxxx 179 $356.12 2,671
0000 X. Xxxxxx
Xxxxxxxxx, XX 00000
###-##-####
Sub-total 6,996 $13,918.44 104,388
Page 11
EXHIBIT A
SHAREHOLDERS OF CCS
FIRST NAME LAST NAME NO. OF CCS SHARES CASH DUE R144 SHARES DUE
---------- --------- ----------------- -------- ---------------
Xxxxx Xxxxxx 8,120 $16,154.63 121,160
0000 Xxxxxxx Xxxxxx, #0
Xxxxxxxxxx, XX 00000
###-##-####
Xxx Xxxxxxx 27,103 $53,921.04 404,408
0000 Xxxxx Xxxxxx, #000
Xxxxxxxxxx,XX 00000
###-##-####
Xxx Xxxxxx 1,438 $2,860.88 21,457
143 1/2Van Ness
Xxxxxxx, XX 00000
###-##-####
Rob Klenger 3,537 $7,036.81 52,776
0000 Xxxxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxx XxXxxxxx 200 $397.90 2,984
X.X. Xxx 0000-000
Xxxxxx, XX 00000
###-##-####
XX Xxx 15,797 $31,427.91 235,709
X.X. Xxx 000
Xxxxxxxxxxx, XX 00000
###-##-####
Jacques Mouchlino 300 $596.85 4,476
XXXX Xxx 0000
Xxxxx, XX 00000
###-##-####
Sub-total 56,495 $112,396.12 842,970
Page 12
EXHIBIT A
SHAREHOLDERS OF CCS
FIRST NAME LAST NAME NO. OF CCS SHARES CASH DUE R144 SHARES DUE
---------- --------- ----------------- -------- ---------------
Xxxx Xxxxx 274 $545.12 4,033
1307 Carolina
Xxxxxxxxxx, XX 00000
###-##-####
Xxx Xxxxxx 64 $127.33 955
2525 Franklin
Xxxxxxxxxx, XX 00000
###-##-####
Xxx Xxxxxxx 41 $81.57 612
0000 Xxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
###-##-####
Xxxxxxx Xxxx/Xxxxx 1,000 $1,989.49 14,921
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
###-##-####
Xxxx Xxxxxxx 27 $53.72 403
0000 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxx Xxxxx 2,122 $4,221.69 31,563
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Sub-total 3,528 $7,019 31,563
TOTAL 67,019 $133,333.37 1,000,000
Page 13
EXHIBIT B
SHAREHOLDERS OF NFPG
FIRST NAME LAST NAME NO. OF NFPG SHARES CASH DUE R144 SHARES DUE
---------- --------- ----------------- -------- ---------------
Xxx Jondran 500 $24,554.33 166,420
0000 Xxxxx Xxxxxx, #000
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxx Xxxxxxxx 176 $8,678.50 58,580
0000 Xxxxxxxx
Xxxxxxxxxx, XX 00000
###-##-####
Xxxxx Xxxxxx 176 $8,678.50 58,580
0000 Xxxxxxx Xxxxxx, #0
Xxxxxxxxxx, XX 00000
###-##-####
XX Xxx 500 $24,654.83 166,420
X.X. Xxx 000
Xxxxxxxxxxx, XX 00000
###-##-####
TOTAL 1,352 $66,666.66 450,000
--------------------------------------------------------------------------------
REVISION OF 5/6/99: FINAL
XXX JONDRAN 3,680 $22,431.58 151,414
XXXXX XXXXXXXX 1,778 $10,901.75 73,586
XXXXX XXXXXX 1,778 $10,901.75 73,586
XX XXX 3,670 $242,431.58 151,414
-------------------------------------------
TOTAL 10,906 $66,666.66 450,000
