SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT
is made and entered into effective as of the 22nd
day of March, 2010 (the “Effective Date”) by and
between Exeter Resource Corporation, a corporation organized under the laws of
British Columbia (the “Vendor”)
and Extorre Gold Mines Limited., a corporation organized under the
federal laws of Canada (the “Purchaser”), in reference to
the following facts:
WHEREAS the Vendor is the
registered and beneficial holder of 10,000 shares in the capital of Cognito
Limited (the “Cognito Shares”)
and 10,000,000 shares in the capital of Estelar Resources Limited
(collectively, the “Transferred
Shares”), both British Virgin Island corporations;
AND WHEREAS the Purchaser and
the Vendor are parties to an Arrangement Agreement dated as of February 5, 2010
which includes a plan of arrangement (the “Plan of Arrangement”) attached thereto
as Schedule “A”;
AND WHEREAS pursuant to the
Plan of Arrangement and a purchase and sale agreement between the Vendor and the
Purchaser dated as of March 22, 2010, the Vendor is transferring certain of its
assets, including the Transferred Shares, to the Purchaser effective as of the
Effective Time (as defined in the Plan of Arrangement) on the Effective
Date;
AND WHEREAS upon the terms and
conditions set forth herein, the Vendor wishes to transfer, and the Purchaser
wishes to assume, all of the Vendor’s rights to and benefits in the Transferred
Shares;
NOW THEREFORE for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the mutual premises, covenants and
conditions herein contained, the parties hereto agree as follows:
Section 1- Assignment and
Redemption
1.1
The Vendor hereby irrevocably grants, assigns, transfers and sets over unto the
Purchaser and the Purchaser accepts all of the Vendor’ right, title, benefit and
interest in and to the Transferred Shares as of the date of this Share Transfer
Agreement.
Section 2 - Acknowledgement of
Consents
2.1
The Vendor and the Purchaser each hereby acknowledge that they have obtained all
necessary consents to the transfer of the Transferred Shares.
Section 3 - Trust
Provisions
3.1
Notwithstanding that the share certificates (the “Share Certificates”)
registered in the name of the Purchaser and evidencing the transfer of
the Transferred Shares may not be delivered concurrently with this Share
Transfer Agreement, the parties hereto agree that the Vendor shall hold the
Transferred Shares in trust for the benefit of the Purchaser from and after the
Effective Time and will provide the Purchaser with the benefits of ownership of
the Transferred Shares and enforce all rights thereto for the benefit of the
Purchaser.
Section 4 - Indemnity
4.1
The Purchaser shall indemnify, defend and hold harmless the Vendor from and
against any loss, damage, cost or other liability arising or accruing in
relation to the Transferred Shares during the period beginning at the Effective
Time and ending upon the delivery to the Purchaser of the Share
Certificates.
Section 5 - General
Provisions
5.1
Benefits of the
Agreement. All of the terms and provisions of this Share Transfer
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Share Transfer Agreement is
for the sole benefit of the parties hereto and not for the benefit of any third
party.
5.2
Further
Assurances. The parties hereto shall each perform such acts, execute and
deliver such instruments and documents, and do all such other things as may be
reasonably necessary to carry out the purposes and intent as contemplated in
this Share Transfer Agreement.
5.3
Governing Law.
The laws of the British Columbia (excluding its rules governing conflicts of
laws) govern the construction, interpretation and other matters arising out of
or in connection with this Share Transfer Agreement (whether arising in
contract, tort, equity or otherwise).
5.4
Severability.
If any provision of this Share Transfer Agreement is determined to be invalid,
illegal or unenforceable, the remaining provisions of this Share Transfer
Agreement remain in full force, provided that the essential terms and conditions
of this Share Transfer Agreement for each party remain valid, binding and
enforceable.
5.5
Counterparts.
The parties may execute this Share Transfer Agreement in multiple counterparts,
each of which constitutes an original as against the party that signed it, and
both of which together constitute one agreement. The signatures of both parties
need not appear on the same counterpart. The delivery of signed counterparts by
facsimile or email transmission that includes a copy of the sending party’s
signature is as effective as signing and delivering the counterpart in
person.
5.7
Headings. The
captions, titles and headings included in this Share Transfer Agreement are for
convenience only, and do not affect this Share Transfer Agreement’s construction
or interpretation. When a reference is made in this Share Transfer Agreement to
a Section, such reference will be to a Section of this Share Transfer Agreement
unless otherwise indicated.
[EXECUTION
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives with effect as of the date written
above.
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EXETER
RESOURCE CORPORATION
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EXTORRE
GOLD MINES LIMITED
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