STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT (this "Agreement") dated as of April 15, 2004, by
and among the persons listed on Exhibit A (collectively, the "Purchasers"), and
the persons listed on Exhibit B hereto (collectively, the "Sellers").
Background
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Sellers are the owners of an aggregate of 28,500,000 [ 30,142,699 total
outstanding, less float of 142,699 and 1,500,000 to be retained by Sellers]
shares of the issued and outstanding Common Stock, no par value per share, as
set forth on Schedule A hereto (the "Stock") of First Mediterranean Gold
Resources Inc., a corporation organized under the laws of Ontario, Canada (the
"Company").
Sellers desire to sell, and Purchasers desire to purchase, the Stock
pursuant to this Agreement.
In consideration of the promises and covenants set forth herein, the
parties agree as follows:
ARTICLE I
SALE OF STOCK
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Section 1.1 Sale of Stock. Subject to the terms and conditions herein
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stated, Sellers agree to sell, assign, transfer and deliver to Purchasers on the
Closing Date, and Purchasers agree to purchase from Sellers on the Closing Date,
all of the shares of Stock. The certificates representing the Stock shall be
duly endorsed in blank, or accompanied by stock powers duly executed in blank,
by Sellers.
Section 1.2 Price. The Purchasers shall pay to Sellers the aggregate amount
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of $85,000 (the "Purchase Price") in the following manner:
1. $42,500 upon execution of this agreement;
2. $21,250 within thirty (30) days of the initial payment; and
3. $21,250 within thirty (30) days of the second payment.
In accordance with the terms of the Escrow Agreement attached hereto, upon
execution of this agreement, the initial payment set forth above shall be paid
to Xxxxxx & Xxxxxx, LLP Trust Account, as Escrow Agent, and the Sellers shall
deliver the Stock to the Escrow Agent, in the names of the Purchasers or their
designees, in the amounts set forth on Exhibit A. Upon the receipt of the full
payment as set forth above, the Escrow Agent shall release the Purchase Price to
Sellers or their designees and shall deliver the Stock to Purchasers or their
designees in accordance with the terms of this Agreement and the Escrow
Agreement. The parties shall sign and deliver the Escrow Agreement in the form
attached hereto as Exhibit C.
Section 1.3 Closing. The closing of the Sale referred to in Section 1.1
(the "Closing") shall take place on the date that the full purchase price is
received by the Escrow Agent as set forth above. Such time and date are herein
referred to as the "Closing Date."
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
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Each Seller, jointly and severally, represents and warrants as follows:
Section 2.1 Status of Company. The Company is a corporation duly organized,
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validly existing, and in good standing under the laws of Ontario, Canada, and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
Section 2.2 Liabilities and Contracts. The Company has no outstanding
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liability or obligation of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether due or to become due). The Company is not a
party to, nor are the Company's assets bound or affected by, any Contract except
for Contracts under which the Company has no further rights or obligations
because the Contract has been fully performed or validly and irrevocably
terminated.
Section 2.3 Ownership of Stock. Sellers are the lawful owners of the Stock
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to be sold to the Purchasers or their designees, which shall be free and clear
of all liens, encumbrances, restrictions and claims of every kind and character,
other than any of the foregoing arising from actions by Purchaser
("Encumbrances") as of the Closing referenced below. The delivery to Purchaser
of the Stock pursuant to the provisions of this Agreement will transfer to
Purchaser valid title thereto, free and clear of any and all Encumbrances.
Section 2.4 Authorization and Validity of Agreement. Sellers have full
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power and authority (corporate or otherwise) to execute and deliver this
Agreement, to perform their obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Sellers and, assuming the due execution of this Agreement by
Purchaser, is a valid and binding obligation of each Seller, enforceable against
each Seller in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors' rights
generally and to general equitable principles.
Section 2.5 Consents and Approvals; No Violations. The execution and
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delivery of this Agreement by Sellers and the consummation by Sellers of the
sale of the Stock as contemplated herein and the other transactions contemplated
hereby (the "Sale") (a) will not violate the provisions of the Articles of
Incorporation or Bylaws of the Company, (b) will not violate any statute, rule,
regulation, order or decree of any public body or authority by which any Seller,
the Company or any Subsidiary (as hereinafter defined) is bound or by which any
of their respective properties or assets are bound, (c) will not require any
filing with, or permit, consent or approval of, or the giving of any notice to,
any United States or Canadian governmental or regulatory body, agency or
authority on or prior to the Closing Date (as defined in Section 1.3), and (d)
will not result in a violation or breach of, conflict with, constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, payment or acceleration) under, or result in
the creation of any Encumbrance upon any of the properties or assets of any
Sellers, the Company or any Subsidiary under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, franchise, permit,
agreement, lease, franchise agreement or any other instrument or obligation to
which any Seller, the Company or any Subsidiary is a party, or by which they or
any of their respective properties or assets may be bound.
Section 2.6 Capital Stock. (a) The Company is authorized to issue an
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unlimited amount of shares of Common Stock, no par value per share, of which
30,142,699 shares are issued and outstanding as of the date hereof. All such
outstanding shares have been duly authorized and validly issued and are fully
paid and nonassessable. There are no outstanding subscriptions, options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements providing for the purchase, issuance or sale of any
shares of the capital stock of the Company. As of the Closing Date, the Company
has no shares of preferred stock outstanding.
(b) The Company's common stock currently is listed as a foreign company in
the United States on the over-the-counter market commonly referred to as the
"Pink Sheets" under the symbol: FMGOF. The Sellers are not aware of any fact or
circumstance that would jeopardize or otherwise impair the ability of the
Company's common stock to trade on the Pink Sheets presently or after
consummation of the transactions contemplated herein.
Section 2.7 Subsidiaries. The Company has no subsidiaries.
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Section 2.8 Indebtedness. The Company has no Indebtedness of any kind
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(including contingent obligations, tax assessments and unusual forward or
long-term commitments). For purposes of this Agreement, "Indebtedness" shall
mean any obligation for payment by the Company to any third party, including
without limitation (A) any obligation owed for all or any part of the purchase
price of capital assets, (B) accounts payable included in current liabilities
outstanding for more than one hundred twenty (120) days and incurred in respect
of property purchased in the ordinary course of business, (C) any obligations
secured by any lien in respect of property even though the person owning the
property has not assumed or become liable for the payment of such obligation,
(D) any guarantee with respect to any of the foregoing indebtedness of another
person, and (E) obligations in respect of letters of credit.
Section 2.9 Litigation. (a) There are no (i) actions, suits or legal,
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equitable, arbitrative or administrative proceedings pending, or threatened
against the Company or (ii) judgments, injunctions, writs, rulings or orders by
any Governmental Person against the Company.
(b) No current officer, director, affiliate or person known to the Sellers
to be the record or beneficial owner of in excess of 5% of the Company's common
stock, or any person known to be an associate of any of the foregoing is a party
adverse to the Company or has a material interest adverse to the Company in any
material pending legal proceeding.
Section 2.10 Tax Returns. The Company has filed in correct form all tax
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returns of every nature required to be filed by it and has paid all taxes as
shown on such returns and all assessments, fees and charges received by it to
the extent that such taxes, assessments, fees and charges have become due. The
Company has also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax liabilities have
accrued, but have not become payable, they have been adequately reflected as
liabilities on the books of Company.
Section 2.11 Accuracy of Information. None of the representations and
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warranties of Sellers contained herein or in the documents furnished by them
pursuant hereto contain any material misstatement of fact, or omit to state any
material fact necessary to make the statements herein or therein in light of the
circumstances in which they were made not misleading.
Section 2.12 Resignation of Officers and Directors. Effective on the
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Closing Date, all officers and directors shall have resigned as an officer,
director and employee of the Company and they shall have appointed Xxxxx
Xxxxxxxx as sole officer and director of the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASERS
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Each Purchaser, severally and not jointly, represents and warrants as
follows:
Section 3.1 Consents and Approvals; No Violations. The execution and
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delivery of this Agreement or any of the Ancillary Documents by Purchasers and
the consummation of the transactions contemplated hereby (a) will not violate
any statute, rule, regulation, order or decree of any public body or authority
by which any Purchaser is bound or by which any of its properties or assets are
bound, (b) will not require any filing with, or permit, consent or approval of,
or the giving of any notice to, any governmental or regulatory body, agency or
authority on or prior to the Closing Date and (c) will not result in a violation
or breach of, conflict with, constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
payment or acceleration) under, or result in the creation of any Encumbrance
upon any of the properties or assets of any Purchaser under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, agreement, lease, franchise agreement or any other instrument
or obligation to which Purchaser is a party, or by which it or any of its
properties or assets may be bound.
Section 3.2 Purchase for Investment. Purchasers and their assigns or
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designees will acquire the Stock solely for their own account for investment
purposes only and not with a view toward any resale or distribution thereof.
Purchasers agree that the Stock may not be sold, transferred, offered for sale,
pledged, hypothecated or otherwise disposed of without registration under the
Securities Act of 1933, as amended, except pursuant to an exemption from such
registration available under such Act, and without compliance with the
securities laws of other jurisdictions, to the extent applicable. Purchasers and
their assigns or designees have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of its
purchase of the Stock. Purchasers confirm that the Company and Sellers have made
available to Purchasers the opportunity to ask questions of the officers and
management employees of the Company and to acquire additional information about
the business and financial condition of the Company and its Subsidiaries.
Section 3.3 Available Funds. Purchasers will have on the Closing Date
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sufficient funds to perform all of its obligations under this Agreement,
including, without limitation, to make the payments required hereunder described
in Section 1.2 hereto.
Section 3.4 Litigation. There is no action, suit or proceeding, at law or
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in equity by any Person or any arbitration or any administrative or other
proceeding before any governmental body or instrumentality or agency, pending
or, to the knowledge of the Purchasers, threatened in writing, which is
reasonably likely to have a material adverse effect on Purchasers' ability to
consummate the Sale and the other transactions contemplated by this Agreement.
Section 3.5 Accuracy of Information. None of the representations and
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warranties of Purchasers contained herein or in the documents furnished pursuant
hereto contain any material misstatement of fact, or omit to state any material
fact necessary to make the statements herein or therein in light of the
circumstances in which they were made not misleading.
Section 3.6 Anti-Dilution. In the event of a recapitalization and/ or
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additional financing by the Company within six (6) months of Closing, the
250,000 free trading and 1,250,000 restricted shares of Common Stock retained by
Seller shall be adjusted so that the percentage of Common Stock owned by Seller
shall be the same percentage after the recapitalization and/or financing as such
shares represented at Closing. If the Company elects, it can buy out this
anti-dilution provision for $20,000 at any time during the six (6) month period.
ARTICLE IV
CERTAIN AGREEMENTS
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Section 4.1 Reasonable Best Efforts. Each of the parties hereto agrees to
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use its reasonable best efforts to take, or cause to be taken, all action to do
or cause to be done, and to assist and cooperate with the other party hereto in
doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement, including, but not limited to, (a) the obtaining
of all necessary waivers, consents and approvals from governmental or regulatory
agencies or authorities and the making of all necessary registrations and
filings and the taking of all reasonable steps as may be necessary to obtain any
approval or waiver from, or to avoid any action or proceeding by, any
governmental agency or authority, (b) the obtaining of all necessary consents,
approvals or waivers from third parties and (c) the defending of any lawsuits or
any other legal proceedings, whether judicial or administrative, challenging
this Agreement or the consummation of the transactions contemplated hereby,
including, without limitation, seeking to have any temporary restraining order
entered by any court or administrative authority vacated or reversed.
ARTICLE V
CONDITIONS TO PURCHASERS' OBLIGATIONS
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The purchase of the Stock by Purchasers on the Closing Date is conditioned
upon the satisfaction or waiver, at or prior to the consummation of the Sale, of
the following conditions:
Section 5.1 Truth of Representations and Warranties. The representations
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and warranties of Sellers contained in this Agreement or in any Schedule
delivered pursuant hereto shall be true and correct in all material respects on
and as of the Closing Date with the same effect as though such representations
and warranties have been made on and as of such date (except to the extent that
any such representation and warranty is stated in this Agreement to be made as
of a specific date, in which case such representation and warranty shall be true
and correct as of such specified date).
Section 5.2 Performance of Agreements. Each and all of the agreements of
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Sellers to be performed at or prior to the Closing Date pursuant to the terms
hereof shall have been duly performed in all material respects.
Section 5.3 No Injunction. No court or other government body or public
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authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated hereby.
Section 5.4 No Litigation. There shall not be any action, suit or
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proceeding pending or threatened that seeks to (i) make the consummation of the
transactions contemplated hereby illegal or otherwise restrict or prohibit
consummation thereof or (ii) require the divestiture by any Purchaser or any
Affiliates of shares of stock or of any business, assets or property of any of
its subsidiaries or affiliates, or impose any material limitation on the ability
of any of them to conduct their business or to own or exercise control of such
assets, properties or stock and which, in either case, in the reasonable, good
faith determination of such Purchaser has a significant likelihood of having a
material adverse effect on such Purchaser.
Section 5.5 Delivery of Books and Records. Sellers shall deliver true and
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complete copies of all books and records of the Company, including, without
limitation, minute books, certified copies of organizational documents
(Articles, Bylaws, etc.), accountant's work papers, stock transfer books and
ledgers, a certified shareholder list dated as of a date within five days of the
closing date, a current DTC report, and all other operational and administrative
records.
Section 5.6 Additional Documents. Sellers will have delivered or caused the
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Company to deliver to the Purchasers the documents set forth below in form and
substance reasonably satisfactory to counsel for the Purchasers, to the effect
that:
(a) Certified copies of the resolutions of the board of
directors of the Company authorizing the execution of
this Agreement and the consummation of the
transactions contemplated herein;
(b) A Certified Copy of an amendment to the Company's
Articles of Incorporation amending Article 8 thereof
to remove the restrictions on transfer of shares of
the Company's common stock set forth in Section 8.01;
(c) Any further document as may be reasonably requested
by counsel to the Purchaser in order to substantiate
any of the representations or warranties of the
Company set forth herein.
Section 5.7 Escrow of Additional Shares. The parties agree that a condition
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to the Closing is that upon execution of this Agreement, the additional
1,500,000 shares (the shares not held in the float) shall be held in escrow by
the Escrow Agent and will be released by the escrow agent in the following
manner: every three (3) months the Sellers will receive half (1/2) of the amount
of shares that they would be eligible to sell under Rule 144 of the Securities
Act of 1933 until the full amount of the shares have been released.
ARTICLE VI
CONDITIONS TO SELLERS' OBLIGATIONS
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The sale of the Stock by Sellers on the Closing Date is conditioned upon
satisfaction or waiver, at or prior to the consummation of the Sale of the
following conditions:
Section 6.1 Truth of Representations and Warranties. The representations
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and warranties of Purchasers contained in this Agreement or in any Ancillary
Document shall be true and correct in all material respects on and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of such date.
Section 6.2 Performance of Agreements. Each and all of the agreements of
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Purchasers to be performed at or prior to the Closing Date pursuant to the terms
hereof or in any of the Ancillary Documents shall have been duly performed in
all material respects, and Purchasers shall have delivered to Sellers a
certificate, dated the Closing Date, to such effect.
Section 6.3 No Injunction. No court or other government body or public
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authority shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated hereby.
ARTICLE VII
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
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Section 7.1 Survival of Representations. The representations and warranties
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set forth in this Agreement shall survive for one year after the Closing Date.
Section 7.2 Indemnities. (a) Each Seller, jointly and severally, hereby
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agree to indemnify and hold harmless Purchaser, the Company and/or its
Subsidiaries from and against any and all damages, claims, losses or expenses
(including reasonable attorneys' fees and expenses) ("Damages") actually
suffered or paid by Purchaser, the Company and/or its Subsidiaries as a result
of the breach of any representation or warranty made by any Seller in this
Agreement. To the extent that Seller's undertakings set forth in this Section
7.2(a) may be unenforceable, Sellers shall contribute the maximum amount that
they are permitted to contribute under applicable law to the payment and
satisfaction of all Damages incurred by the parties entitled to indemnification
hereunder.
(b) Purchasers, severally and not jointly, and the Company hereby agree to
indemnify and hold harmless Sellers against Damages actually suffered or paid by
Sellers as a result of the breach of any representation or warranty made by the
Purchaser in this Agreement. To the extent that the Purchasers' undertakings set
forth in this Section 7.2(b) may be unenforceable, the Purchasers and the
Company shall contribute the maximum amount that they are permitted to
contribute under applicable law to the payment and satisfaction of all Damages
incurred by the parties entitled to indemnification hereunder.
(c) Any party seeking indemnification under this Article VII (an
"Indemnified Party") shall give each party from whom indemnification is being
sought (each, an "Indemnifying Party") notice of any matter for which such
Indemnified Party is seeking indemnification, stating the amount of the Damages,
if known, and method of computation thereof, and containing a reference to the
provisions of this Agreement in respect of which such right of indemnification
is claimed or arises. The obligations of an Indemnifying Party under this
Article VII with respect to Damages arising from any claims of any third party
which are subject to the indemnification provided for in this Article VII
(collectively, "Third Party Claims") shall be governed by and contingent upon
the following additional terms and conditions: if an Indemnified Party shall
receive, after the Closing Date, initial notice of any Third Party Claim, the
Indemnified Party shall give the Indemnifying Party notice of such Third Party
Claim within such time frame as is necessary to allow for a timely response and
in any event within 30 days of the receipt by the Indemnified Party of such
notice; provided, however, that the failure to provide such timely notice shall
not release the Indemnifying Party from any of its obligations under this
Article VII except to the extent the Indemnifying Party is materially prejudiced
by such failure. The Indemnifying Party shall be entitled to assume and control
the defense of such Third Party Claim at its expense and through counsel of its
choice if it gives notice of its intention to do so to the Indemnified Party
within 30 days of the receipt of such notice from the Indemnified Party;
provided, however, that if there exists or is reasonably likely to exist a
conflict of interest that would make it inappropriate in the judgment of the
Indemnified Party (upon advice of counsel) for the same counsel to represent
both the Indemnified Party and the Indemnifying Party, then the Indemnified
Party shall be entitled to retain its own counsel, at the expense of the
Indemnifying Party, provided that the Indemnified Party and such counsel shall
contest such Third Party Claims in good faith. In the event the Indemnifying
Party exercises the right to undertake any such defense against any such Third
Party Claim as provided above, the Indemnified Party shall cooperate with the
Indemnifying Party in such defense and make available to the Indemnifying Party,
at the Indemnifying Party's expense, all witnesses, pertinent records, materials
and information in the Indemnified Party's possession or under the Indemnified
Party's control relating thereto as is reasonably required by the Indemnifying
Party. Similarly, in the event the Indemnified Party is, directly or indirectly,
conducting the defense against any such Third Party Claim, the Indemnifying
Party shall cooperate with the Indemnified Party in such defense and make
available to the Indemnified Party, at the Indemnifying Party's expense, all
such witnesses, records, materials and information in the Indemnifying Party's
possession or under the Indemnifying Party's control relating thereto as is
reasonably required by the Indemnified Party. The Indemnifying Party shall not,
without the written consent of the Indemnified Party, (i) settle or compromise
any Third Party Claim or consent to the entry of any judgment which does not
include as an unconditional term thereof the delivery by the claimant or
plaintiff to the Indemnified Party of a written release from all liability in
respect of such Third Party Claim or (ii) settle or compromise any Third Party
Claim in any manner that may adversely affect the Indemnified Party. Finally, no
Third Party Claim which is being defended in good faith by the Indemnifying
Party or which is being defended by the Indemnified Party as provided above in
this Section 7.2(c) shall be settled by the Indemnified Party without the
written consent of the Indemnifying Party.
ARTICLE VIII
MISCELLANEOUS
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Section 8.1 Expenses. The parties hereto shall pay all of their own
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expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsel, financial
advisors and accountants.
Section 8.2 Governing Law; Jurisdiction: Service of Process. (a) The
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interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of Florida applicable to
contracts made and to be performed entirely within the State of Florida.
(c) Any dispute arising under or in any way related to this Agreement shall
be submitted to binding arbitration by the American Arbitration Association in
accordance with the Association's commercial rules then in effect. The
arbitration shall be conducted in Orange County, Florida. The arbitration shall
be binding on the parties and the arbitration award may be confirmed by any
court of competent jurisdiction. Each of the parties consents to the
jurisdiction of the arbitration panel and such courts (and of the appropriate
appellate courts) in any such action or proceeding to confirm an award rendered
by the panel and waives any objection to venue laid therein. Process in any
action or proceeding referred to in the preceding sentence may be served on any
party anywhere in the world.
Section 8.3 Captions. The Article and Section captions used herein are for
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reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 8.4 Notices. Any notice or other communications required or
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permitted hereunder shall be sufficiently given if delivered in person or sent
by telecopy or by registered or certified mail, postage prepaid, addressed as
follows:
if to any of the Purchasers at:
the addresses set forth on Exhibit A hereto
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and if to any Sellers at:
the addresses set forth on Exhibit B hereto.
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or such other address or number as shall be furnished in writing by any such
party, and such notice or communication shall be deemed to have been given as of
the date so delivered, sent by telecopy or mailed.
Section 8.5 Parties in Interest. This Agreement may not be transferred,
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assigned, pledged or hypothecated by any party hereto, other than by operation
of law. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
Section 8.6 Counterparts. This Agreement may be executed in two or more
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counterparts, all of which taken together shall constitute one instrument.
Section 8.7 Entire Agreement. This Agreement, including the Exhibits,
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Schedules and other documents referred to herein which form a part hereof, and
the Confidentiality Agreement and Ancillary Documents contain the entire
understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter other
than the Confidentiality Agreement.
Section 8.8 Third Party Beneficiaries. Each party hereto intends that this
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Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, all as of the
day and year first above written.
PURCHASER AND/OR ASSIGNEES:
s/s
SELLERS:
s/s
Exhibit A
Purchasers
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Xxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxx Press
Alexly Resources, LLC
Exhibit B
Sellers
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Xxxxx Xxxxxx - 23,750,000 restricted shares
Xxxxxxx Xxxxxxxxx - 1,500,000 free trading shares
Xxxxx Xxxxx - 1,000,000 free trading shares
Xxxxxxx Xxxxxx - 1,000,000 free trading shares
Xxxxxx Xxxxx - 1,250,000 free trading shares
