EXHIBIT 10.16
AGREEMENT FOR THE SALE AND CANCELLATION
OF SHARES OF COMMON STOCK OF
SAVOY RESOURCES CORP.
AND SALE OF SHARES OF SOCIETE SIRANNA S.A.R.L.
THIS AGREEMENT FOR THE SALE AND CANCELLATION OF SHARES OF COMMON STOCK OF
SAVOY RESOURCES CORP. AND SALE OF SHARES OF SOCIETE SIRANNA S.A.R.L. (the
"Agreement") is made and entered into this 22nd day of April, 2005, by and
between Savoy Resources Corp. ("Savoy"), 00000 Xxxxxxxx Xxxxx, Xxxxxxxx 00000,
and Xx. Xxxxxx Xxxxxx ("Xxxxxx"), 00 Xxx Xxxxx Xxxxx xxx Xxxx, Xxxxx, Xxxxxx
00000.
R E C I T A L S :
WHEREAS, 21,000,000 (the "Shares") of the 22,500,000 shares of common
stock, $0.001 par value (the "Common Stock"), of Savoy evidenced by stock
certificate number 128-9 are to be transferred into Xxxxxx'x name.
WHEREAS, the parties agree that 19,000,000 of said Shares should be
cancelled and returned to the treasury of Savoy and 2,000,000 of said Shares
should be retained by Slavik.
WHEREAS, Savoy desires to issue and sell to Xxxxxx, and Xxxxxx desires to
purchase and acquire from Savoy, 2,000,000 newly-issued, restricted shares of
Common Stock.
WHEREAS, Savoy desires to sell, assign, transfer and convey to Xxxxxx, all
of Savoy's holdings of Siranna (representing 97% of the issued and outstanding
shares of Societe Siranna S.A.R.L., a Madagascar corporation) (the "Siranna
Shares") sold, assigned, transferred and conveyed by Xx. Xxxxxxxx Xxxxxxxxx
("Xxxxxxxxx") to Xxxxx on January 19, 2004, pursuant to the Share Purchase
Agreement dated December 23, 2003, between Savoy and Xxxxxxxxx (the "Siranna
Agreement").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the
parties hereto agree as follows:
1. Cancellation and Retention of Shares of Savoy. On the basis of the
representations herein contained and on the terms and subject to the conditions
set forth herein, the parties hereby agree that 19,000,000 of the 21,000,000
Shares should be cancelled and returned to the treasury of Savoy and 2,000,000
of said Shares should be retained by Xxxxxx.
2. Sale and Purchase of Shares of Savoy. On the basis of the
representations herein contained and on the terms and subject to the conditions
set forth herein, Savoy hereby agrees to issue and sell to Xxxxxx, and Xxxxxx
hereby agrees to purchase and acquire from Savoy, 2,000,000 newly-issued,
restricted shares of Common Stock (the "Savoy Shares").
3. Sale and Purchase of Shares of Siranna. On the basis of the
representations herein contained and on the terms and subject to the conditions
set forth herein, Savoy hereby agrees to sell, assign, transfer and convey to
Xxxxxx, and Xxxxxx hereby agrees to purchase and acquire from Savoy, all of
Savoy's holdings of Siranna (representing 97% of the issued and outstanding
shares of Siranna) sold, assigned, transferred and conveyed by Xxxxxxxxx to
Xxxxx on January 19, 2004, pursuant to the Siranna Agreement.
4. Representations and Warranties of Savoy. Savoy hereby represents and
warrants to Xxxxxx as follows (it being acknowledged that Xxxxxx is entering
into this Agreement in material reliance upon each of the following
representations and warranties, and that the truth and accuracy of each of which
constitutes a condition precedent to the obligations of Xxxxxx hereunder):
a. Authorization. Savoy has full power, legal capacity and authority
to enter into this Agreement, to execute all attendant documents and
instruments necessary to consummate the transactions herein contemplated,
to issue and sell the Savoy Shares to Xxxxxx, to sell, assign, transfer and
convey the Siranna Shares to Xxxxxx and to perform all of its obligations
hereunder. This Agreement constitutes the legal, valid and binding
obligation of Savoy, and this Agreement is enforceable with respect to
Savoy in accordance with its terms.
b. Legality of Shares. The Savoy Shares, when delivered as provided in
this Agreement, will be validly issued, fully-paid and nonassessable. The
Savoy Shares, upon issuance and sale thereof, will not be subject to the
preemptive right of any shareholder or any other person. Upon delivery of
the Savoy Shares and the Siranna Shares to be sold by Savoy as set forth in
this Agreement, Xxxxxx will receive good and marketable title thereto, free
and clear of all liens, encumbrances, charges and claims whatsoever.
c. Future Transfer or Sale. Absent a Court Order, the Shares remaining
in the possession of Xxxxxx and the newly-issued shares to be issued to
Xxxxxx, for the purposes of future sales or transfers, shall be subject to
the application and exemptions available under Rule 144. Xxxxxx may engage
for purposes of any required legal opinion letters to effect any sale or
transfer of these shares, a) any law firm already acceptable to Savoy, or
b) any law firm pre-approved by Savoy for purposes of a specific opinion or
c) a law firm selected by Xxxxxx that has attorneys practicing securities
law capable of rendering SEC-governed opinions and having errors and
omission coverage equal to or in excess of the value of the securities that
are the subject of the requested opinion.
d. Date of Share Issuance. Savoy acknowledges that the 2,000,000
shares retained by Xxxxxx are to have been deemed to be issued to Xxxxxx on
October 18, 2004, specifically for purpose of the application of the
holding period provisions of Rule 144D.
e. Claims of Indebtedness. Savoy releases Siranna from any claims of
indebtedness for any activities between Savoy and Siranna prior to the date
of this agreement.
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5. Representations and Warranties of Xxxxxx. Xxxxxx hereby represents and
warrants to Savoy as follows (it being acknowledged that Savoy is entering into
this Agreement in material reliance upon each of the following representations
and warranties, and that the truth and accuracy of each of which constitutes a
condition precedent to the obligations of Savoy hereunder):
a. Authorization. Xxxxxx has full power, legal capacity and authority
to enter into this Agreement, to execute all attendant documents and
instruments necessary to consummate the transaction herein contemplated, to
purchase and acquire the Savoy Shares and the Siranna Shares from Savoy and
to perform all of his obligations hereunder. This Agreement constitutes the
legal, valid and binding obligation of Xxxxxx, and this Agreement is
enforceable with respect to Xxxxxx in accordance with its terms.
b. Information Regarding this Agreement and Savoy. Xxxxxx has obtained
such information regarding the financial position and prospects of Savoy
and Siranna as Xxxxxx considers necessary or appropriate for the purpose of
purchasing and acquiring the Savoy Shares and the Siranna Shares from Savoy
pursuant to this Agreement.
c. Investment Representation. Xxxxxx understands and acknowledges that
the Savoy Shares to be issued and sold to him in the transaction
contemplated hereby will be issued and sold by Savoy without registration
or qualification or other filings being made under the U.S. Securities Act
of 1933, as amended, or any applicable state securities or "Blue Sky" law,
in reliance upon specific exemptions therefrom and, in furtherance thereof,
Xxxxxx represents that the Savoy Shares will be taken and received by him
for his own account for investment, with no present intention of a
distribution or disposition thereof to others. Xxxxxx further acknowledges
and agrees that the certificate(s) representing the Savoy Shares issued and
sold to him shall be subject to a stop transfer order and shall bear a
restrictive legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ARE
"RESTRICTED SECURITIES," AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN
A TRANSACTION THAT, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."
6. Other Documents. Each of the parties hereto shall execute and deliver
such other and further documents and instruments, and take such other and
further actions, as may be reasonably requested of it or him for the
implementation and consummation of this Agreement and the transactions herein
contemplated.
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7. Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, and the heirs, personal representatives,
successors or assigns of each of them, but shall not confer, expressly or by
implication, any rights or remedies upon any other party.
8. Governing Law. This Agreement is made and shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of Colorado and the parties agree to the jurisdiction of the courts
located in Denver, Colorado.
9. Notices. All notices, requests or demands and other communications
hereunder must be in writing and shall be deemed to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:
(a) If to the Seller, to: Mr. Xxxxxx Xxxxxxx, President
Savoy Resources Corp.
00000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
(b) If to the
Purchaser, to: Xx.
Xxxxxx Xxxxxx 00
Xxx Xxxxx Xxxxx
xxx Xxxx Xxxxx, Xxxxxx 00000
Either party hereto may change its or his address by written notice to the
other party given in accordance with this Section 9.
11. Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements, understandings and writings
between the parties with respect to the subject matter hereof. Each party hereto
acknowledges that no representations, inducements, promises or agreements,
verbal or otherwise, have been made by either party, or anyone acting with
authority on behalf of either party, which are not embodied herein, and that no
other agreement, statement or promise may be relied upon or shall be valid or
binding. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated verbally. This Agreement may be amended or any term
hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by each of the parties hereto.
12. Attorneys' Fees. In the event of any litigation between the parties
hereto, Savoy shall notify Xxxxxx of the impending dispute. Xxxxxx shall
identify his attorney and that attorney's fees shall be paid by Savoy throughout
the course of litigation. Should Xxxxxx be the non-prevailing party, then Xxxxxx
shall be responsible for all of the reasonable expenses, including the
attorneys' fees, of the parties in connection therewith.
13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but both of which taken together shall
constitute but one and the same document.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
SAVOY RESOURCES CORP.
/s/ Xxxxxx Xxxxxxx /s/ X X Xxxxxx
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Xxxxxx Xxxxxxx, President Xxxxxx Xxxxxx
23/05/2005 April 23/05
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Date Date
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