EXHIBIT 6.3
ACQUISITION AGREEMENT
THIS AGREEMENT dated for reference June 29, 2001, is among NEW CENTENNIAL MINING
Inc., a Nevada company ("NCM") (fka La Ceiba Mining Corp.) of 0000 Xxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, X.X., X0X 0X0, and fax (000) 000-0000 ("NCM"); and
CENTENNIAL DEVELOPMENT COMPANY, a Utah company ("CDC"), and CENTENNIAL
DEVELOPMENT INC., a Delaware company ("CDI"), both of 0000 Xxxx 00000 Xxxxx,
Xxxxxxxx, Xxxx, 00000, and fax (000) 000-0000.
WHEREAS CDC has agreed to transfer all of its interest in the Shares and the
Contract to NCM,
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties agree that:
INTERPRETATION
1. The definitions in the recitals are part of this agreement.
2. In this agreement:
a. "Centennial Canada" means Centennial Development Canada Ltd.
b. "Closing" means the day on which NCM delivers the Purchase Price to
CDC.
c. "Contract" means the East Butte Development Contract dated January 26,
2001 between CDC and Elkhorn Goldfields, Inc., a copy of which is
attached as Schedule "A".
d. "Purchase Price" means US$250,000.
e. "Shares" means the shares in Centennial Canada that CDC beneficially
owns, which is an aggregate one shares in the capital of Centennial
Canada.
TERMS AND CONDITIONS OF THE ACQUISITION
TRANSFER OF SHARES
3. CDC will transfer all of its interest in the Shares to NCM at Closing so
that Centennial Canada becomes a wholly owned subsidiary of NCM as of the
Closing.
4. CDI consents to the transfer of Shares from CDC to NCM.
ACQUISITION OF CONTRACT
5. CDC will transfer all of its interest in the Contract to NCM at Closing so
that NCM becomes the contractor of Contract.
PAYMENT OF PURCHASE PRICE
6. NCM will pay the Purchase Price on or before December 31, 2001 by
delivering the full amount of the Purchase Price to CDC.
TERMINATION OF AGREEMENT
7. If NCM has not delivered the Purchase Price to CDC by December 31, 2001,
this agreement will terminate immediately and any interest that NCM may
have acquired in the Shares and the Contract will automatically be
cancelled and will revert back to CDC.
Acquisition Agreement 2/3
CLOSING
8. At Closing, CDC and CDI will deliver the following;
a. all corporate documents required for the transfer of the Shares,
including the requisite resolutions to approve the transfer of the
Shares and the certificates representing the Shares;
b. all corporate documents required for the transfer of the Contract,
including the directors' and shareholders' resolutions approving the
transfer of the Contract; and
c. a copy of the consent from Elkhorn Goldfields, Inc. to the transfer of
the Contract.
9. At Closing, NCM will deliver the following:
a. all corporate documents required for the transfer of the Shares and
the Contract, including director's resolutions approving the payment
of the Purchase Price for the Shares and the Contract; and
b. a certified cheque, money order or bank draft made payable to CDC in
the amount of US$250,000.
REPRESENTATIONS AND WARRANTIES
CDI AND CDC
10. CDI and CDC jointly and severally represent and warrant that:
a. CDI is a company formed and in good standing under the laws of
Delaware.
b. CDC is a company formed and in good standing under the laws of Utah.
c. CDI and CDC each have the legal capacity and authority to make and
perform this agreement.
d. CDC owns the Shares and the Contract free of any claim or potential
claim by any person and CDC has the authority to transfer the Shares
and the Contract as described in this agreement.
e. No person has any right to acquire additional shares of Centennial
Canada.
f. The Shares represent all the issued and outstanding shares in the
capital of Centennial Canada.
g. CDI is the sole shareholder of CDC.
h. Elkhorn Goldfields, Inc. has consented to the transfer of the Contract
and has provided written confirmation of such consent.
NCM
11. NCM represents and warrants that:
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.
OTHER PROVISIONS
12. CDC and CDI acknowledge that this agreement was prepared for NCM by Jeffs
& Company Law Corporation and that it may contain terms and conditions
onerous to them. They expressly acknowledge that NCM has given them
adequate time to review this agreement and to seek and obtain independent
legal advice, and they represent to NCM that they have in fact sought and
obtained independent legal advice and are satisfied with all the terms and
conditions of this agreement.
13. Time is of the essence of this agreement.
Acquisition Agreement 3/3
14. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
15. 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 given for the party on page 1 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.
16. Neither CDC nor CDI may assign this agreement or any part of it to another
party.
17. Any amendment of this agreement must be in writing and signed by the
parties.
18. This agreement enures to the benefit of and binds the parties and their
respective successors, heirs and permitted assignees.
19. No failure or delay of NCM in exercising any right under this agreement
operates as a waiver of the right. NCM's rights under this agreement are
cumulative and do not preclude NCM from relying on or enforcing any legal
or equitable right or remedy.
20. If any provision of this agreement is illegal or unenforceable under any
law, then it is severed and the remaining provisions remain legal and
enforceable.
21. 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.
NEW CENTENNIAL MINING INC. CENTENNIAL DEVELOPMENT COMPANY
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
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Authorized signatory Authorized signatory
June 29, 2001 June 29, 2001
CENTENNIAL DEVELOPMENT INC.
/s/ Xxxxx X. Xxxx
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Authorized signatory
June 29, 2001
