Exhibit 99
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made as of the 12 day of July, 2006 (the "Effective
Date").
BETWEEN:
Xxxxx Xxxx Xxxxxx.
(hereinafter called the "Vendor") - and -
XXXXXX XXXXXX, a businessman residing in Xxxxxxx, Xxxxxxx, Xxxxxx
(hereinafter called the "Purchaser")
WHEREAS:
A. The Vendor wishes to sell to the Purchaser and the Purchaser wishes to buy
146,500 common shares in the capital of Grandview Gold Inc. (the "Shares")
for an aggregate purchase price of $146,500;
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto), the parties hereto covenant and agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. Subject to the terms and conditions set out in this
Agreement, the Vendor hereby agrees to sell and the Purchaser hereby agrees to
purchase from the Vendor the Shares. The purchase and sale of shares under this
Agreement is sometimes referred to in this Agreement as the "Purchase
Transaction".
1.2 Purchase Price. The purchase price for the Shares shall be $1.00 per share
for a total of $146,000. All amounts in this Agreement are in Canadian dollars.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Vendor's Warranties. The Vendor represents and warrants to the Purchaser as
follows (acknowledging that the Purchaser is relying on the representations and
warranties of the Vendor contained in this Agreement and any agreement,
certificates or other document delivered by the Vendor pursuant hereto in
connection with the purchase of the Shares and which representations and
warranties shall be true and correct as of the closing):
(a) Upon completion of the Purchase Transaction the Purchaser shall be
the absolute legal and beneficial owner of the Shares, free and
clear of any and all liens,
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charges, pledges, security interests, escrow conditions, demands,
adverse claims, rights, or other encumbrances whatsoever and no
person, firm or corporation will have any right, option, agreement
or arrangement capable of becoming an agreement for the acquisition
of any of the Shares or any interest therein from the Purchaser or
the Vendor;
(b) the Vendor is not a non-resident as defined in the Income Tax Act
(Canada);
(c) the Vendor has the capacity and authority and has taken all
necessary action to enter into, execute and deliver this Agreement
and to sell and transfer the Shares to the Purchaser as contemplated
by the Purchase Transaction and this Agreement;
2.2 Survival of Representations and Warranties. The representations and
warranties of the Vendor contained in this Agreement and contained in any
document or certificate given pursuant to this Agreement shall survive the
Closing and shall continue for an indefinite period.
ARTICLE 3
GENERAL
3.1 Time. Time shall be of the essence of this Agreement and of every part
hereof and no extension or variation of this Agreement shall operate as a waiver
of this provision.
3.2 Notice. Any notice, request, demand, claim or other communication hereunder
shall be deemed duly given if personally delivered; mailed by first class,
registered or certified Canada or other national mail service, return receipt
requested, postage prepaid and addressed to the intended recipient as set forth
below; given by facsimile; or sent through a nationally-recognized delivery
service which guarantees a two day delivery.
If to Purchaser, to:
Mr. Xxxxxx Xxxxxx
000 Xxxxxx Xxxx
Xxxxxxxxxxx, Xxx X0X 0X0
If to Vendor, to:
Ms. Xxxxx Xxxx Xxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx X0X 0X0
3.3 Governing Law. This Agreement and the rights and obligations and relations
of the parties hereto shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein (but without giving consideration to any conflict of laws rules). The
parties hereto agree that the Courts of Ontario shall have jurisdiction to
entertain any action or other legal proceedings based on any provisions of this
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Agreement. Each party hereto does hereby attorn to the jurisdiction of the
Courts of the Province of Ontario.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date.
By: /s/ Xxxxx Xxxx Xxxxxx
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Xxxxx Xxxx Xxxxxx
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
