00X
Xxxxxx 00, 0000 Xxxxxxxx Agreement for defined assets and liabilities of SEDCORE
EXPLORATION COMPANY LIMITED
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 26th day of August,
1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").
RECITALS
SED has certain licenses as described in Exhibit A hereto (the
"Licenses") and various properties, rights and liabilities listed in Exhibit B
hereto (the "Rights"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Licenses
and to the Rights to writing in this document and to be bound by the terms and
conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. ACQUISITION. SED the owner of the Licenses and the holder of the
Rights. It is the intention of the parties hereto and by this Agreement that the
Acquiror acquire the Licenses and all of SED's interests in and to the Rights in
exchange for the sum of 5,000,000 in common shares of the Acquiror's restricted
Common Stock to be paid by Acquiror to SED and the assumption of certain defined
debt and liabilities of SED as set forth in Exhibit C hereto.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and SED agree to use their best
efforts to permit Acquiror to acquire full and unencumbered title to the
Licenses and the Rights as of the Closing Date or thereafter, as may be
necessary.
3. ACQUISITION OF RIGHTS. By this Agreement and as of the Closing Date,
SED hereby transfers, assigns and delivers all of its rights, title, and
interest, of whatever nature, in and to the Rights. This transfer, assignment,
and delivery includes all rights to receive distributions on the Rights. The
Acquiror may take immediate possession and utilize the Rights as of the Closing
Date.
4. REPRESENTATIONS OF SED. SED hereby represents and warrants that, with
respect to the Licenses and the Rights to be transferred, effective this date
and the Closing Date, the representations listed below are true and correct, to
the best of its knowledge, information and belief. Said representations are
meant and intended by all parties to apply to the Licenses and the Rights.
(a) SED is the sole owner of the Licenses and the Rights and has the
unqualified right to transfer and dispose of the Licenses and the Rights
as of the Closing Date.
(b) There are no liabilities, either fixed or contingent against the
Licenses or the Rights not reflected in Exhibit D hereto other than
contracts or obligations in the ordinary and usual course of business;
and no such contracts or obligations in the usual course of business
constitute liens or other liabilities which, if disclosed, would alter
substantially the financial condition of the Licenses or the Rights,
unless disclosed in Exhibit D hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Licenses or in the financial position of the Rights,
except changes arising in the ordinary course of business, which changes
will in no event adversely affect the financial position of said Licenses
or Rights.
(d) To the best of SED's knowledge, information and belief, neither the
Licenses nor the Rights is involved in any pending litigation or
governmental investigation or proceeding not reflected in Exhibit D or
otherwise disclosed in writing to Acquiror and, to the best knowledge of
SED, no litigation, claims, assessments, or governmental investigation or
proceeding is otherwise threatened against the Licenses or the Rights.
(e) Except as disclosed on any Exhibit, SED has not breached any
agreement to which it is a party which relates to the Licenses or the
Rights.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which SED is a party and
has been duly authorized by all appropriate and necessary action.
(g) At the date of this Agreement, SED has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all events,
conditions and facts materially affecting the business and prospects of
Licenses and the Rights. SED has not now and will not have, at the
Closing Date, withheld knowledge of any such events, conditions, and
facts which each knows, or has reasonable grounds to know, may materially
affect, directly or indirectly, the business and prospects of the
Licenses or the Rights.
5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and warrants
as follows:
(a) The officers of Acquiror are duly authorized to execute this
Agreement and have taken all actions required by law and agreements,
charters, and bylaws, to properly and legally execute this Agreement.
(b) As of the Closing Date and date hereof, Acquiror is duly organized,
validly existing and in good standing under the laws of the State of Colorado;
it has the corporate power to own the Licenses and the Rights and to carry on
its business as now being conducted and is duly qualified to do business in any
jurisdiction where so required.
6. CLOSING DATE. The Closing Date herein referred to shall be upon such
date as the parties hereto may mutually agree upon but is expected to be August
26, 1996. This Agreement is executed by the parties and effective as of the date
hereof.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SED. All obligations of SED
under this Agreement are subject to the fulfillment, prior to or as of the
Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document delivered
to SED pursuant to the provisions hereof shall be true in all material
respects at and as of the time of Closing as though such representations
and warranties were made at and as of such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing on the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction and
such other reasonable matters as requested by SED as pertaining to this
transaction. The Directors of Acquiror shall have resigned and shall
designate new Directors as proposed by SED.
(d) All instruments and documents delivered to SED pursuant to the
provisions hereof shall be reasonably satisfactory to SED.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All obligations
of the Acquiror under this Agreement are subject to the fulfillment, prior to or
at the Closing on the Closing Date, of each of the following conditions:
(a) The representations and warranties by SED contained in this Agreement
or in any certificate or document delivered to Acquiror pursuant to the
provisions hereof shall be true at and as of the time of Closing as
though such representations and warranties were made at and as of such
time.
(b) SED shall have performed and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.
(c) SED shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are being acquired for
investment purposes, and not with a view to resale.
9. INDEMNIFICATION. Within the period provided in paragraph 10 herein and
in accordance with the terms of that paragraph, each party to this Agreement,
shall indemnify and hold harmless each other party at all times after the date
of this Agreement against and in respect of any liability, damage or deficiency,
all actions, suits, proceedings, demands, assessments, judgments, costs and
expenses including attorney's fees incident to any of the foregoing, resulting
from any misrepresentations, breach of covenant or warranty or non-fulfillment
of any agreement on the part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
reasonable payment made by said parties at any time after the Closing, in
respect of any liability or claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party to defend or
satisfy the same and such party failed to defend or satisfy the same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive
the Closing hereunder and the consummation of the transactions contemplated
hereby for two years from the date hereof. All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements
contained in this Agreement or at the Closing of the transactions herein
provided for and not upon any investigation upon which it might have made or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically
set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such transactions
being deemed to occur simultaneously:
(a) SED will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by SED's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to SED:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of Directors
authorizing this transaction;
(3) such other instruments and documents as are required to be delivered
pursuant to the provisions of this Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time, after the
effective date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to
confirm or perfect title to the Licenses or any Rights transferred
hereunder or otherwise to carry out the intent and purposes of this
Agreement.
(b) WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
(c) NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or
sent by prepaid first class registered or certified mail, return receipt
requested, to the following:
KNIGHT NATURAL GAS, INC.
0000 Xxxxxxxxx Xxxxx Xxxx
Xxxxx 000, Xxxxxxxxx, XX 00000
SEDCORE EXPLORATION COMPANY LIMITED, INC.
Tower I, Suite 300
00000 X. Xxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000
(d)HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(f) GOVERNING LAW. This Agreement was negotiated and is being contracted
for in the State of Colorado, and shall be governed by the laws of the
State of Colorado.
(g) BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors and assigns. This
Agreement may be assigned by either party; provided, however, that the
appropriate permission has been given by those governmental entities
whose permission may be necessary to effect the performance of this
Agreement.
(h) TIME. Time is of the essence.
(i) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KNIGHT NATURAL GAS, INC.
By: ///Signed///
------------------------------
Authorized Officer
SEDCORE EXPLORATION COMPANY
LIMITED
By: ///Signed///
------------------------------
Authorized Officer
EXHIBIT A
LICENSE LIST
1. Assignment of Sedcore's rights to undertake gold exploration in the Butre
River area in the Western Region of Ghana under a license owned by Ahanta Mining
Company Limited.
2. Assignment of Sedcore's agreement with Esikaman Mining Company Limited to
conduct a reconnaissance in a licensed area located in the Wassa Amanfi district
of the Republic of Ghana.
EXHIBIT B
PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:
EXHIBIT C
LIST OF DEBT AND LIABILITIES TO BE ASSUMED
All Current Liabilities as Listed on the Balance Sheet of Sedcore
Exploration Company Limited as of June 30, 1996.
EXHIBIT D
LIABILITIES AND CONTINGENCIES
None
