THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
ASSET PURCHASE AGREEMENT
AGREEMENT made this 12th day of April, 1998 by and between CIGMA VENTURES CORP.,
a Florida corporation, (the "ISSUER") and DELTA CAPITAL; OIL-IMPEX LIMITED;
GASINVEST LTD.; LLOYDINVEST and XXXXX LTD. ("SELLER")
In consideration of the mutual promises, convenants, and representations
contained herein and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. ASSETS PURCHASED; LIABILITIES ASSUMED; PURCHASE PRICE.
SELLERS agrees to sell to ISSUER and ISSUER agrees to purchase from
SELLERS, on the terms and conditions set forth in this Agreement, all of
SELLERS' Russian mineral properties, all of which are set forth in Schedule
1 annexed hereto (the "Assets"). The purchase price for the Assets shall be
6,000,000 shares of ISSUER'S restricted common stock, par value $.001 (the
"Shares"). The division of the shares is set forth in Schedule 2.
2. REPRESENTATIONS AND WARRANTIES.
ISSUER represents and warrants to SELLERS the following:
i Organization.
ISSUER is a corporation duly organised, validly existing, and in good
standing under the laws of Florida, and has all necessary corporate
powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida. All
actions taken by the Incorporators, directors and shareholders of
ISSUER have been valid and in accordance with the laws of the State of
Florida.
ii Capital.
The authorized capital stock of ISSUER consists of 50,000,000 shares
of common stock, $.001 par value, of which 1,000,000 are issued and
outstanding. All outstanding shares are fully paid and non-assessable,
free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At closing,
there will be no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating
ISSUER to issue or to transfer from treasury any additional shares of
its capital stock. None of the outstanding shares of ISSUER are
subject to any stock restriction agreements. All of the shareholders
of ISSUER have valid title to
such shares and acquired their shares in a lawful transaction and in
accordance with the laws of Florida.
iii Financial Statements.
Annexed hereto as Exhibit B to this Agreement are the audited
Financial Statements of the ISSUER as of March 31, 1998, and the
related statements of income and retained earnings for the period then
ended. The financial statements have been prepared in accordance with
generally accepted accounting principles consistently followed by
ISSUER throughout the periods indicated, and fairly present the
financial position of ISSUER as of the date of the balance sheet in
the financial statements, and the results of its operations for the
periods indicated.
iv Absence of Changes.
Since the date of the financial statements, there has not been any
change in the financial condition or operations of ISSUER, except
changes in the ordinary course of business, which changes have not in
the aggregate been materially adverse.
v Liabilities.
ISSUER does not have any debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due
or to become due, that is not reflected on the ISSUER'S financial
statement. ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common
stock. There is no dispute of any kind between ISSUER and any third
party; and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all
liabilities, liens, claims and/or commitments.
vi Ability to Carry Out Obligations.
ISSUER has the right, power, and authority to enter into and perform
its obligations under this Agreement. The execution and delivery of
this Agreement by ISSUER and the performance by ISSUER of its
obligations hereunder will not cause, constitute, or conflict with or
result in (a) any breach of violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by
which they may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would
cause ISSUER to be liable to any part, or (c) an event that would
result in the creation or imposition or any lien, charge or
encumbrance on any asset of ISSUER or upon the securities or ISSUER to
be acquired by SHAREHOLDERS.
vii Full Disclosure.
None of the representations and warranties made by the ISSUER, or in
any certificate or memorandum furnished or to be furnished by the
ISSUER, contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be
misleading.
viii Contract and leases.
ISSUER is not currently carrying on any business and is not a party to
any contract, agreement or lease. No person holds a power of attorney
from ISSUER.
ix Compliance with Laws.
To the best of its knowledge, ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or
regulation
x Litigation.
ISSUER is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there
is no basis for any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER is not subject to
or in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department, agency, or
instrumentality.
xi Conduct of Business.
Prior to the closing, ISSUER shall conduct its business in the normal
course, and shall not (1) sell, pledge, or assign any assets (2) amend
its Articles of Incorporation or Bylaws, (3) declare dividends, redeem
or sell stock or other securities, (4) incur any liabilities, (5)
acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third part, or (6) enter into any other
transaction.
xii Corporate Documents.
Copies of each of the following documents, which are true complete and
correct in all material respects, will be attached to and made part of
this Agreement:
xiii Articles of Incorporation
xiv Bylaws;
(1) Minutes of Shareholders Meetings;
(2) Minutes of directors Meetings;
(3) List of Officers and Directors;
(4) Audited Financial Statements of the Company dated March 13, 1998,
Statements described in Section 2(iii);
(5) Stock register and stock records of ISSUER and a current,
accurate list of ISSUER's shareholders.
xv Documents.
All minutes, consents or other documents pertaining to ISSUER to be
delivered at closing shall be valid and in accordance with the laws of
Florida.
xvi Title.
The Shares to be issued pursuant to this Agreement will be, at
closing, free and clear of all liens, security interest, pledges,
charges, claims encumbrances and restrictions of any kind. None of
such Shares are or will be subject to any voting trust or agreement.
No person holds or has the right to receive any proxy or similar
instrument with respect to such shares, except as provided in this
Agreement. The ISSUER is not a party to any agreement, which offers or
grants to any person the right to purchase or acquire any of the
securities to be issued to pursuant to this Agreement. There is no
applicable local, state or federal law, rule,
regulation, or decree, which would, as a result of the issuance of the
Shares, impair, restrict or delay any voting rights with respect to
the Shares.
3. SELLERS represent and warrant to ISSUER the following:
i Assets.
SELLERS own and are the sole owners of the Assets, free and clear of
all liens, encumbrances and has the necessary powers to sell the
Assets to ISSUER.
ii Counsel.
SELLERS represent and warrant that prior to Closing, they have been
represented by independent counsel.
iii Declaration of SELLERS
The declaration of the SELLERS is set forth in Schedule 3
4. INVESTMENT INTENT.
SELLERS are acquiring the Shares for their own accounts for the purposes of
investment and without expectation, desire, or need for resale and not with
the view toward distribution, resale, subdivision, or fractionalization of
the Shares.
5. CLOSING.
The closing of this transaction shall take place at the law offices of Xxxx
X. Xxxxxx, 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. Unless
the closing of this transaction takes place on or before April 20, 1998,
then either part may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i By the ISSUER
(1) Board of Directors Minutes authorising the issuance of a
certificate or certificates for the 6,000,000 Shares to be issued
pursuant to this Agreement.
(2) The resignation of the current officers and directors of ISSUER
(3) A Board of Directors resolution appointing such person as MEC
designate as a director(s) of ISSUER.
(4) Audited financial statements of ISSUER for the period ended March
13, 1998.
(5) All of the business and corporate records of ISSUER, including
but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder and
director meetings, financial statements, shareholder listings,
stock transfer records, agreements and contracts.
7. MISCELLANEOUS.
i Captions and Headings.
The Article and paragraph headings throughout this Agreement are for
convenience and reference only, and shall in no way be deemed to
define, limit, or add to the meaning or any provision of this
Agreement.
ii No oral Change
This Agreement and any provision hereof, may not be waived, changed
modified, or discharged orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii This Agreement shall be exclusively governed by and construed in
accordance with the laws of the State of Florida. If any action is
brought among the parties with respect to this Agreement or otherwise,
by way of a claim or counterclaim, the parties agreed that in any such
action, and on all issues, the parties irrevocably waive their right
to a trial by jury. Exclusive jurisdiction and venue for any such
action shall be the State Courts of Miami-Dade County, Florida. In the
event suit or action is brought by any party under this Agreement to
enforce any of its terms, or in any appeal therefrom, it is agreed
that the prevailing party shall be entitled to reasonable attorney
fees to be fixed by the arbitrator, trial court, and/or appellate
court.
iv Non Waiver.
Except as otherwise expressly provided herein, no waiver of any
convenant, condition, or provision of this Agreement shall be deemed
to have been made unless expressed in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party
to insist in any one or more cases upon the performance of any of the
provisions, convenants, or conditions of this Agreement or to exercise
any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provision, convenants, or
conditions, (ii) the acceptance of performance of anything required by
this Agreement to be performed with knowledge of the breach or failure
of a covenant, condition, or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
v Time of Essence
Time is of the essence of this Agreement and each and every provision
hereof.
vi Entire Agreement.
This Agreement contains the entire Agreement and understanding between
the parties hereto, and supersedes all prior agreements and
understandings.
vii Counterparts.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Agreement on April 12,
1998.
CIGMA VENTURE CORP.
By: /s/ XXXX X. XXXXXXX By: /s/ DELTA CAPITAL
----------------------------------- -----------------------------
XXXX X. XXXXXXX, PRESIDENT DELTA CAPITAL
By: /s/ OIL-IMPEX LIMITED
-----------------------------
OIL-IMPEX LIMITED
By: /s/ GASINVEST LTD.
-----------------------------
GASINVEST LTD.
By: /s/ LLOYDINVEST
-----------------------------
LLOYDINVEST
By: /s/ XXXXX LTD.
-----------------------------
XXXXX LTD.
SCHEDULE 1
(1) Chudnoe Ore Occurrence (65 deg. 14.3' X.Xxx; 60 deg. 14.2' E. Lon.)
This showing, exposed on surface, was found in 1994. Previous work
includes mapping, trenching, geochemical and geophysical surveys.
Trenching results indicate ore zones of 1-3 meters in width ranging in
grade from 10-84 g/t gold. Only one hole to 50-meter depth has been
drilled to date.
Mineralization appears related to a major tectonic shear zone within
the rhyolite represented by zones of schistosity and brecciation. The
4-15 meter thick ore-bearing zones strike northeast and dip at
60-70(0) northwest over a strike length of 140 to 360 meters. The ore
zones consist of fuchsite stringers and bands along the planes of
schistosity in the rhyolite and as the matrix of the breccias. The
rhyolite is bleached along the contacts of the stringers. Fine
quartz-albite stringers and albite replacing potassium feldspar
phenocrysts is observed in the altered zones. Both fuchsite and
sericite are observed in the groundmass.
The mineralization consists of native gold, palladium minerals,
leucoxene, barite, zircon, native silver and mertyite group minerals
(palladium bearing. The native gold contains gold, mercury, copper and
palladium. Mineralization is considered to be hydrothermal in nature
and bears some resemblance to the AU+Pd+U deposit occurring in
Proterozoic acid volcanics at Coronation Hill in Northern Australia.
The main differences are 1) absence of unconformities, 2) alteration
is albite-sericite-fuchsite-quartz rather than sericite-chlorite
-quartz as at Coronation Hill, 3) absence of uranium, 4) absence of
sulphides, tellurides, nickel and cobalt, 5) absence of graphite and
arbon matter in stringers and altered rocks, 6) development of
extensive fuchsite.
(2) Nesterovskoye Occurrence (65 deg. 13.7' X.Xxx; 60 deg. 14.8' E. Lon.)
The showing is exposed on a cirque face and is represented by a strong
gold geochem anomaly about 200 x 300 meters in size on the plateau
above the cirque. To date, 5 holes totalling 1200 meters have been
completed in a section line across the anomaly.
Mineralization occurs as layers of quartz-fuchsite-goldhosted in
Ordovician sandstones and conglomerates. Values up to 180 g/t gold
over 0.5 to 1.5 meters have been reported. Although similar to the
Chudnoe occurrence, the mineralization contains mainly gold and only
minor palladium.
(3) Samshitovoye Occurrence (65 deg. 14.7' X.Xxx; 60 deg. 13.5' E. Lon.)
The showing is located approximately one kilometre northwest of
Chudnoe. It was identified during the 1980's as a result of a
prominent gold anomaly and later investigated by six drill holes. To
date, 6 drill holes totalling 565 meters have been completed,
revealing a 17-metre overburden underlain by Ordovician sandstones,
shales and conglomerates.
Mineralization occurs as layers of quartz-fuchsite-goldhosted in
Ordovician sandstones and conglomerates. Given the stratigraphic
location of the mineralization, it appears likely to be similar to
Nesterovskoye.
SCHEDULE 2
SELLERS Number of shares to be issued
------- -----------------------------
DELTA CAPITAL 1,200,000
OIL-IMPEX LIMITED 1,200,000
GASINVEST LTD. 1,200,000
LLOYDINVEST 1,200,000
XXXXX LTD. 1,200,000
---------
6,000,000
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