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Exhibit 1
STOCK PURCHASE AGREEMENT
This Agreement, entered into by and between Xxxxxx X. Xxxxx, P.C. Escrow
Agent, acting on behalf of one or more purchasers (hereinafter the "Purchaser"),
and Hecla Mining Company, a Shareholder ("the Shareholder") of ConSil Corp., an
Idaho corporation (hereinafter the "Company").
W I T N E S S E T H:
WHEREAS, Purchaser wishes to acquire, and Shareholder is willing to sell,
shares which it owns in the Company in exchange for cash consideration;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholder agree as follows:
ARTICLE I
Shares to be Purchased and Purchase Price
1. Seller shall deliver to Purchaser certificates of the shares to be
purchased ("the Shares"), which certificates will be accompanied by duly
executed stock powers in blank, with signatures thereon medallion guaranteed.
The Shares shall total 7,418,300 shares pre-split.
2. In exchange for the sale of shares to Purchaser, Purchaser shall pay to
the Shareholder $225,000, of which $50,000 has already been paid as a non-
refundable deposit. The balance of $175,000 shall be paid on the Closing Date.
3. Following receipt of the $175,000, Shareholder shall send via overnight
delivery service the appropriate share certificates as provided herein.
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ARTICLE II
Representations and Warranties
1. Shareholder represents and warrants to Purchaser as follows:
a. Ownership of Stock.
Shareholder is the record owner and holder of the Shares, which shares
are fully paid and non-assessable shares of the Company. The Shareholder will
continue to own such shares of the stock of the Company until the delivery
thereof to the Purchaser on the closing date and all such shares of stock are or
will be, on the closing date, owned free and clear of all liens, encumbrances,
charges and assessments of every nature and subject to no restrictions with
respect to transferability, however, restrictions may apply with regards to the
(i) listing of the Company shares on the CDNX (Canadian Venture Exchange); (ii)
that certain certificates of the Shares contain a restrictive legend to the
effect that such shares are held by the Shareholder for investment purposes and
are not registered under the Securities Act of 1933; and (iii) holding more than
10% of the outstanding capital stock of the Company may subject the holder to
certain trading restrictions under the U.S. Securities Laws due to the status of
the holder as an affiliate of the Company. The Shareholder will have full power
and authority to assign and transfer his shares of the Company in accordance
with the terms hereof.
b. Capitalization.
Except for this Agreement, and except as disclosed in periodic reports
filed with the Securities and Exchange Commission or except those that will be
released/waived at closing, there are no outstanding options, contracts, calls,
commitments, agreements or demands of any character relating to the stock of the
Company owned by Shareholder, or which would result in the Company being
obligated to issue shares in addition to what is currently issued and
outstanding.
c. Liabilities.
Except as listed in Schedule A, there are no claims, litigation, or
liabilities, whether arising out of contract or tort, or with regard to any
environmental issues or governmental regulations and administrative proceedings,
which are not disclosed in the documents filed with the Securities and Exchange
Commission on Forms 10Q, 10K, or 8K.
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d. Accuracy of Periodic Report Filings.
Except for the number of authorized shares of common stock shown on
the Periodic Reports since 1997, the Periodic Reports, filed by the Company
while the Shareholder was a controlling shareholder, are accurate in all
material respects.
2. Purchaser Represents and Warrants to Shareholder as follows:
a. Purchaser is a sophisticated investor and fully capable of
understanding and bearing the risks associated with the purchaser of securities
in general, and the Shares in particular.
b. Purchaser has had an opportunity to review documents filed by the
Company with the Securities and Exchange Commission and has had an opportunity
to perform such due diligence as Purchaser deemed necessary to make an
investment decision.
c. Following the purchaser of shares herein provided for, Purchaser shall
cause the Company to irrevocably assign any royalty rights, owned by the
Company, to the Shareholder in exchange for the cancellation of all but $900,000
in debt owed by the Company to the Shareholder.
d. Purchaser is acquiring the Shares for its account for investment and
not with a view to the public sale or distribution thereof. Purchaser agrees
that it will not sell or otherwise transfer ownership of the Shares acquired
pursuant to this Agreement (other than a transfer to a wholly-owned subsidiary
or parent corporation of the Purchaser), unless (a) there is an effective
registration statement under the Securities Act of 1933 and applicable state
securities laws covering any such transactions, or (b) the Purchaser receives an
opinion, in form and substance satisfactory to the Company, of legal counsel of
Purchaser stating that an exemption from registration is available.
ARTICLE III
Indemnification
1. By The Shareholder.
The Shareholder hereby indemnifies Purchaser for any loss, cost, expense or
other damage suffered by Purchaser resulting from, arising out of, or incurred
with respect to the falsity or the breach of any representation, warranty or
covenant made by the Company herein, and any claims arising from the operations
of the Company prior to the Closing Date.
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2. By the Purchaser.
The Purchaser hereby indemnifies the Shareholder for any loss, cost,
expense or other damage suffered by Purchaser resulting from, arising out of, or
incurred with respect to the falsity or the breach of any representation,
warranty or covenant made by the Purchaser herein.
Purchaser hereby releases and indemnifies the Shareholder of any liability
relating to compliance with listing rules of the CDNX relating to this
transaction.
ARTICLE IV
Closing
1. Time. The closing of this transaction ("closing") shall be upon
July 10, 2001 at such place as the parties hereto shall agree upon. Such date
is referred to in this agreement as the "closing date."
2 Documents To Be Delivered by Shareholder. At the closing Shareholder
shall deliver to Purchaser the following documents:
(a) Certificates and stock powers for all shares of stock of the
Company in the manner and form required above.
(b) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
3. Items To Be Delivered by Purchaser. At the closing Purchaser shall
deliver to Shareholder $175,000 by wire transfer to Purchaser's designated
account.
ARTICLE V
Miscellaneous
1. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:
(a) If to the Purchaser, to Xxxxxx X. Xxxxx, at 0000 Xxxxx Xxxxx Xxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxx 00000, or to such other person and place as the
Purchaser shall furnish to the Shareholder in writing; or
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(b) If to the Shareholder, to Xxxxxxx X. Xxxxx, Vice President, Hecla
Mining Company, 0000 Xxxxxxx Xxxxx, Xxxxx x'Xxxxx, Xxxxx 00000, or to such other
person and place as the Shareholder shall furnish to Purchaser in writing.
2. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Utah.
3. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other party or
parties, which consent shall not be unreasonably withheld.
4. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
5. Holidays. If any obligation or act required to be performed hereunder
shall fall due on a Saturday, Sunday or other day which is a legal holiday
established by the State of Utah, such obligation or act may be performed on the
next succeeding business day with the same effect as if it had been performed
upon the day appointed.
6. Computation of Time. The time in which any obligation or act provided
by this Agreement is to be performed is computed by excluding the first day and
including the last, unless the last day is a holiday, in which event such day
shall also be excluded.
7. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the Sate of Utah Any action to enforce the
provisions of this Agreement shall be brought in a court of competent
jurisdiction within the State of Utah and in no other place.
8. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
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9. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.
10. Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or remedies provided
under the laws of the State of Utah.
11. Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default. No single
or partial exercise of any power or right hereunder shall preclude any other or
further exercise thereof or the exercise of any other power or right.
12. Survival of Covenants, Etc. All covenants, representations,
warranties and indemnities made herein to any parties or in any statement or
document delivered to any party hereto, shall survive the making of this
Agreement and shall remain in full force and effect until the obligations of
such party hereunder have been fully satisfied, or two years, whichever is
sooner.
13. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transaction(s) contemplated herein.
14. Amendment. This Agreement or any provision hereof may not be changed,
waived terminated or discharged except by means of a written supplemental
instrument signed by the party or parties against whom enforcement of the
change, waiver, termination, or discharge is sought.
15. Headings. The descriptive headings of the various Sections or parts
of this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
16. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an original and
shall bind the signatory, but all of which together shall constitute but one and
the same instrument, provided that Purchaser shall have no obligations hereunder
until all Shareholder have become signatories hereto.
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IN WITNESS WHEREOF, the parties hereto executed the foregoing Stock
Purchase Agreement effective the 10th day of July 2001.
PURCHASER/ESCROW AGENT: XXXXXX X. XXXXX, P.C.
By: /s/ Xxxxxx X. Xxxxx
_____________________________
Xxxxxx X. Xxxxx, Esq.
SHAREHOLDER: HECLA MINING COMPANY
By: /s/ Xxxxxxx X. Xxxxx
____________________________
Xxxxxxx X. Xxxxx
