THIS ASSET PURCHASE AGREEMENT made on the 31st day of March, 2006,
THIS
ASSET PURCHASE AGREEMENT
made on
the 31st
day of
March, ▇▇▇▇,
▇
▇ ▇ ▇ ▇ ▇ ▇:
|
CORUMEL
MINERALS CORP., a
company incorporated under the
laws of Nevada and with an executive office
at
575 Madison Avenue, 10th
Floor, New York, New York,
10022-2511
|
|
(the
“Company”)
|
A
N D:
|
RCA
RESOURCES CORPORATION,
a
company incorporated under the laws of Nevada with an executive
office at
▇/▇ ▇▇ ▇▇▇▇, ▇▇▇ de la Republique, Bangui, Central Africa
Republic
|
|
(the
“Vendor”)
|
WHEREAS:
A. The
Vendor is a mineral exploration company and is the beneficial owner, through
its
wholly-owned subsidiary, of mineral exploration rights to certain mineral
properties located in the Central Africa Republic.
B. The
Vendor wishes to sell, and the Company wishes to purchase, the Assets from
the
Vendor.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the mutual covenants and agreements contained herein, $10.00
and other good and valuable consideration paid by each party to the other,
the
receipt and sufficiency of which are acknowledged, the parties hereto agree
with
each other as follows:
Interpretation
1. The
definitions in the recitals are part of this agreement.
2. In
this
agreement:
| a. |
“Assets”
mean all the assets pertaining
to the Vendor’s mineral exploration business,
including, among others, the assets
listed in Schedule “A” attached to this agreement, and all other documents
and information related to these
assets.
|
| b. |
“Effective
Date” means March 31, 2006.
|
| c. |
“Shares”
means the 80 million common shares in the capital of the Company
to be
issued to the Vendor.
|
Terms
and Conditions of the Asset Purchase
Acquisition
of Assets
3. The
Vendor will transfer all of his right, title and interest in the Assets to
the
Company at closing so that the Company becomes the sole beneficial and legal
owner of the Assets as of the Effective Date.
Purchase
Price
4. The
Purchase Price for the Assets is US$
64,000,000 in
the
lawful currency of the United States.
Payment
of Purchase Price
5. As
consideration for the purchase and sale of the Assets and as payment of the
purchase price, the Company will issue and deliver the Shares to the
Vendor.
Page
- 1
Assignment
in Trust
6. It
is
acknowledged that as of the Effective Date the Vendor will have transferred,
assigned and set over to the Company all of the right, title, benefit and
interest of the Vendor in the Assets, and that, with respect to those Assets
of
which the transfer of legal ownership has not yet been affected, the Vendor
will
hold such Asset or Assets in trust for the Company and the benefits derived
thereunder will be for the account of the Company.
Closing
7. At
closing, the Vendor will deliver all the documents and information relating
to
the Assets, including any documents required for the transfer of any
Assets.
8. At
closing, the Company will deliver the following:
| a. |
a
copy of all corporate documents required for the acquisition of
the
Assets, including the director’s resolutions approving the payment of the
purchase price for the Assets; and
|
| b. |
the
share certificate representing the
Shares.
|
Representations
and Warranties
The
Company
9. The
Company represents and warrants as follows to the Vendor, and the Company
acknowledges and confirms that the Vendor is relying upon such representations
and warranties in connection with the purchase by the Company of the
Shares:
| a. |
It
is a company formed and in good standing under the laws of
Nevada.
|
| b. |
It
has the legal capacity and authority to make and perform this
agreement.
|
| c. |
The
signing of this agreement and the performance of its terms have
been duly
authorized by all necessary corporate actions including the resolution
of
the board of directors of the
Company.
|
| d. |
Any
shares issued pursuant to the terms of this agreement will be subject
to
the trading restrictions set out in Section
15.a.
|
10. The
representations
and warranties contained in Section 9 are provided for the exclusive benefit
of
the Vendor, and a breach of any one or more thereof may be waived by the
Vendor
in whole or in part at any time without prejudice to its rights in respect
of
any other breach of the same or any other representation or warranty; and
the
representations and warranties contained in Section 9 will survive the signing
of this agreement.
The
Vendor
11. The
Vendor represents and warrants as follows to the Company and acknowledges
and
confirms that the Company is relying on such representations and warranties
in
connection with its purchase of the Assets:
| a. |
The
Vendor is a company formed and in good standing under the laws
of
Nevada.
|
| b. |
The
Vendor has the legal capacity and authority to make and perform
this
agreement.
|
| c. |
The
Vendor has the authority to transfer the Assets as described in
this
agreement.
|
| d. |
The
Vendor is
and will be, at the time of transfer of the Assets to the Company,
the
recorded holder and beneficial owner of the Assets, free and clear
of all
liens, encumbrances, assignments, mortgages, actions, and charges
of any
kind held by any person or persons, corporations, or government
bodies
against the Assets, and no taxes or payments are due in respect
of any
thereof.
|
Page
- 2
| e. |
No
person other than the Company has any proprietary right, present
or
future, contingent or absolute, to purchase any or all of the Assets
and
there are no outstanding agreements or options to acquire or purchase
the
Assets or any portion thereof, and no person has any royalty or
other
interest whatsoever in the development and use of the
Assets.
|
| f. |
There
is no adverse claim or challenge against or to the ownership of
or title
to the Assets, nor, to the knowledge of the Vendor, is there any
basis
therefor.
|
| g. |
The
Vendor is not in default with respect to any judgement, order,
notice,
writ, injunction, decision, ruling, decree or award of any government
body, and there are no:
|
| i. |
actions,
suits, claims, trials, demands, investigations, arbitrations, enquiries
or
other proceedings commenced or pending, or to the knowledge of
the Vendor,
threatened against, with respect to, or affecting in any manner,
the
Vendor or its Assets, and the Vendor has no reasonable grounds
to believe
that there is any basis for such action, proceeding, or enquiry,
which
might now or hereafter constitute an encumbrance upon any of the
Assets;
and
|
| ii. |
outstanding
judgements, orders, decrees, writs, injunctions, decisions, rulings,
or
awards against, with respect to, or in any manner affecting the
Vendor or
the Assets.
|
| h. |
Neither
the execution nor the delivery of this agreement nor the completion
of the
transactions contemplated by this agreement
will:
|
| i. |
result
in the creation of an encumbrance on the Assets;
or
|
| ii. |
result
in
any fees, duties, taxes, assessments, or other amounts relating
to the
Assets becoming due or payable other than social services tax payable
in
respect of the transfer of the Assets or any other payments to
be made
under this agreement.
|
| i. |
Neither
the Vendor nor the Assets are a party to or bound by any material
contract
except for the material contracts listed in Schedule
“A”.
|
| j. |
The
Vendor has made or caused to made due inquiry with respect to each
covenant, agreement, obligation, representation and warranty contained
in
this agreement, the Schedule and any certificates or other documents
referred to in this agreement or furnished to the Company pursuant
to this
agreement, and none of the aforesaid covenants, agreements, obligations,
representations, warranties, Schedule, certificates or documents
contain
any untrue statement of a material fact or omits to state a material
fact
necessary to make the statements contained therein not
misleading.
|
12. The
representations
and warranties contained in Section 11 are provided for the exclusive benefit
of
the Company, and a breach of any one or more thereof may be waived by the
Company in whole or in part at any time without prejudice to its rights in
respect of any other breach of the same or any other representation or warranty;
and the representations and warranties contained in Section 11 will survive
the
signing of this agreement.
Covenants
and Acknowledgements
13. The
Vendor covenants with the Company that:
| a. |
The
Vendor will take or cause to be taken all proper steps, actions,
and
corporate proceedings by the Vendor to enable the Vendor to transfer
to
the Company good and marketable title in the Assets, free and clear
of all
encumbrances.
|
| b. |
The
Vendor will
relinquish possession of the Assets to the Company on
Closing.
|
| c. |
The
Vendor will sign and deliver all such documents and other instruments
as
are required to be signed and delivered by the Vendor pursuant
to this
agreement.
|
14. The
Company covenants with the Vendor that:
| a. |
The
Company will take
or cause to be taken all proper steps, actions, and corporate proceedings
to enable it to fulfill its obligations under this agreement, including
the issuance of the Shares to the
Vendor.
|
Page
- 3
| b. |
The
Company will sign and deliver all such documents and other instruments
as
are required to be signed and delivered by the Company pursuant
to this
agreement.
|
15. The
Vendor acknowledges and understands that:
| a. |
that
each certificate evidencing the Shares issued to the Vendor and
any other
securities issued on any stock split, stock dividend, recapitalization,
merger, consolidation, or similar event will be restricted from
transfer
in accordance with all applicable laws and with the Articles of
the
Company and may be imprinted with the required
legends;
|
| b. |
restrictions
on the transfer, sale or other subsequent disposition of such Shares
by
the Vendor may be imposed by securities laws in addition to any
restrictions imposed pursuant to Section 15.a.
above;
|
| c. |
the
Vendor has been advised by the Company that he should consult his
own
legal adviser before disposing of all or any part of any Shares
that may
be issued to the Vendor pursuant to this agreement to avoid breach
of
relevant securities laws, regulations and
policies;
|
| d. |
the
Vendor has been given an adequate opportunity to ask questions
of, and
receive answers from, the officers of the Company concerning the
issuance
of the Shares and to obtain such additional information as the
Vendor
deems necessary in order to evaluate the Shares as an investment
in the
Company and the Company has provided all information requested
by the
Vendor;
|
| e. |
neither
the Company nor any director of the Company has made any representation
about the present or future value of the Shares;
and
|
| f. |
the
Vendor has been advised that the business of the Company is in
a start-up
phase and acknowledges that there is no assurance that the Company
will
raise sufficient funds to adequately capitalize the business or
that the
business will be profitable in the
future.
|
16. The
parties
acknowledge that they have each entered into this agreement relying on the
representations, warranties, covenants and agreements of the other party
and
other terms and conditions of this agreement and that no information which
is
now known, which may become known, or which could upon investigation have
become
known to the other parties or any of their present or future officers, directors
or professional advisors will in any way limit or extinguish any rights any
of
them may have against the other.
Indemnification
Indemnification
by the Vendor
17. The
Vendor
will indemnify the Company from any and all debts or liabilities arising
out of
or from the Assets prior to the Effective Date.
18. The
Vendor covenants and agrees to indemnify and save harmless the Company of
and
from any loss whatsoever arising out of, under or pursuant to:
| a. |
any
loss suffered by the Company as a result of any breach of any
representation, warranty or covenant of the Vendor contained in
this
Agreement;
|
| b. |
all
claims, demands, costs and expenses (including legal fees, disbursements
and charges on a solicitor and his own client basis) in respect
of the
foregoing.
|
Indemnification
by the Company
19. The
Company covenants and agrees to indemnify and save harmless the Vendor of
and
from any loss whatsoever arising out of, under or pursuant to:
| a. |
any
loss suffered by the Vendor as a result of any breach of any
representation, warranty or covenant of the Company contained in
this
agreement; and
|
Page
- 4
| b. |
all
claims, demands, costs and expenses (including legal fees, disbursements
and charges on a solicitor and his own client basis) in respect
of the
foregoing.
|
General
20. Time
is
of the
essence of this agreement.
22. Any
notice
that must be given or delivered under this agreement must be in writing and
delivered by hand to the address or transmitted by fax to the fax number
provided by the party and is deemed to have been received when it is delivered
by hand or transmitted by fax unless the delivery or transmission is made
after
4:00 p.m. or on a non-business day where it is received, in which case it
is
deemed to have been delivered or transmitted on the next business day. Any
payments of money must be delivered by hand or wired as instructed in writing
by
the receiving party. Any delivery other than a written notice or money must
be
made by hand at the receiving party’s address.
23. This
agreement
constitutes the entire agreement between the parties and supersedes all previous
communications, representations and agreements, whether oral or written,
between
the parties with respect to the subject matter of this agreement.
24. The
Vendor
may not assign this agreement or any part of it to another party.
25. Any
amendment
of this agreement must be in writing and signed by the parties.
26. This
agreement
enures to the benefit of and binds the parties and their respective successors,
heirs and permitted assignees.
27. No
failure
or delay of any party in exercising any right under this agreement operates
as a
waiver of the right. That party’s rights under this agreement are cumulative and
do not preclude that party from relying on or enforcing any legal or equitable
right or remedy.
28. If any
provision of this agreement is or becomes invalid, illegal or unenforceable
in
any respect in any jurisdiction then such provision will be severed in that
jurisdiction. The remaining provisions of this agreement will continue to
be
valid, legal and enforceable. The severed provision will also continue to
be
valid, legal and enforceable in all other jurisdictions where the validity,
legality and enforceability of such severed provisions is not affected or
impaired.
29. The
representations,
warranties, indemnities, covenants and agreements made by the parties each
to
the other in or pursuant to this agreement will survive the Closing of the
transaction and will accrue for the benefit of the respective parties
notwithstanding such Closing, and regardless of any investigation by or on
behalf of the respective parties with respect thereto, will continue in full
force and effect for the benefit of the respective parties.
30. This
agreement
may be signed in counterparts and delivered to the parties by fax, and the
counterparts together are deemed to be one original document.
The
parties’
signatures below are evidence of their agreement as of the Effective
Date.
|
Per:
/s/
▇▇▇▇▇ ▇▇▇▇
Authorized
Signatory
|
RCA
Resources Corporation
Per:
/s/
▇▇▇▇▇▇
▇▇▇▇▇▇
Authorized
Signatory
|
--
Page
- 5
Schedule
“A”
Schedule
“A” to the asset purchase agreement dated March 31, 2006
between
Corumel Minerals Corp. and RCA Resources Corporation
(Number
of pages: 2)
List
of Assets
| § |
100%
interest in Lobaye Gold SARL, a limited liability company registered
under
the laws of the Central African Republic.
|
| § |
Three
general exploration licenses for gold and diamond prospecting for
a
validity period of three years for the regions of Guingala, ▇▇▇▇▇-Gaza
and
Abba all in southwestern Central African
Republic.
|
| § |
Assignment
of $1,265,388 in loans made by RCA Resources Corporation to Lobaye
Gold
SARL.
|
| § |
Material
contracts.
|
| 1. |
Lease
Agreement for industrial mining equipment dated December 15, 2006,
between
RCA Resources Corporation and Lobaye Gold
SARL.
|
| § |
Mining
Equipment
|
|
Number
|
|
|
Excavator
Kumatsu 26 Ton with spare-parts 2002 PC 240LC-7 High Cabin, multiarm,
2
cubic metre basket/4.5 ton
|
1
|
|
Wheel-Loader
Komatsu with spare-parts 1999 WA740-3 big basket
|
1
|
|
Mercedes-Benz
Kipper Trucks 35Ton (6 x 6)
|
2
|
|
Excavator
Kumatsu 35 Ton 1997 PC 340, High-pressure cabin, multiarm, 2.8
m3/5
ton
|
1
|
|
Wheel-Loader
Komatsu 1997 WA740-3 small basket
|
1
|
|
Mercedes-Benz
Kipper Trucks 26Ton (6 x 6)
|
2
|
|
Landrover
Range Rover 4x4
|
1
|
|
Toyota
Landcruiser 4x4
|
1
|
|
Petrol-Truck
10,000 litres
|
1
|
|
Renault
R5
|
1
|
|
Bed-Loader
with Truckengine
|
1
|
|
Backup
Generator 165 KwH
|
1
|
|
Toolbox
Komathsu
|
1
|
|
Box
for toolbox
|
1
|
|
Tools
(Laboratory)
|
1
|
|
Toolbox
(general purpose)
|
1
|
|
Material
Gold/Platinum/Palladium Foundry
|
1
|
|
Smelting/purification/bullionforms
|
1
|
|
Diamond/Geol.
Soft- and Hardware
|
1
|
|
HP
Pavillion Notebook with geol Software
|
1
|
|
SAT-BGAN
Modem
|
1
|
|
12
pumps, 12 vibrating engines
|
12
|
|
Container
(40 foot)
|
1
|
|
Waste-Disposal
Truck with Container
|
1
|
|
20
litre Containers (Bidons)
|
80
|
|
Water-pumps
with engine
|
14
|
|
Diesel
Electicity Generator
|
1
|
Page
- 6
|
Compressor
(high-pressure air)
|
1
|
|
▇▇▇▇-▇▇▇▇
|
▇
|
|
▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
|
▇
|
|
▇▇▇▇▇
(▇▇ ▇▇)
|
1
|
|
Truck-Spare
Tires
|
8
|
|
Mech.
Spare Parts (trucks, engines etc.)
|
1
|
|
Conveyer-Belt
25 metres long
|
1
|
|
Fan-Belts
- (1 cubic metre)
|
1
|
|
Electrical
Engines (for pumps, wash-plant etc.)
|
14
|
|
Car-/Truck
▇▇▇▇ Platform (Garage) - 3 ton
|
1
|
Page
- 7