STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of
this 2nd of February, 2005, between the shareholders of Zaaiplaats Tin Pty Ltd
(Proprietary) ("Sellers"), and Centurion Gold Holdings, Inc., a Florida
Corporation (the "Purchaser").
R E C I T A L S:
A. The parties hereto desire to effect a stock sale (the "Stock Sale") pursuant
to which Purchaser will purchase from the Sellers one hundred percent of the
outstanding common stock (the "Transferred Shares") of Zaaiplaats Tin
(Proprietary) Limited (the "Companies"), (the "Company Stock"), to be purchased
by Purchaser for the consideration set forth herein. The Transferred Shares
represent all of the issued and outstanding stock of the Companies.
B. Pursuant to the Stock Sale, the Sellers will sell, and Purchaser will
purchase, the Transferred Shares.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly provided in
this Agreement) for all purposes of this Agreement shall have the respective
meanings specified in this Article.
"Affiliate" shall mean any entity controlling or controlled by another person,
under common control with another person, or controlled by any entity which
controls such person.
"Agreement" shall mean this Agreement, and all the exhibits, schedules and other
documents attached to or referred to in the Agreement, and all amendments and
supplements, if any, to this Agreement.
"Closing" shall mean the closing of the Transaction at which the Closing
Documents shall be exchanged by the parties, except for those documents or other
items specifically required to be exchanged at a later time.
"Closing Date" shall mean February 14th, 2004, plus any extension as provided
herein, or such other date as agreed in writing to by the parties on which the
Closing occurs.
"Closing Documents" shall mean the papers, instruments and documents required to
be executed and delivered at the Closing pursuant to this Agreement.
"Code" shall mean the Internal Revenue of 1986, or any successor law, and
regulations issued by the Internal Revenue Service pursuant to the Internal
Revenue Code or any successor law.
"Encumbrance" shall mean any charge, claim, encumbrance, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting (in the case of any security), transfer, receipt of
income, or exercise of any other attribute of ownership other than (a) liens for
taxes not yet due and payable, or (b) liens that secure the ownership interests
of lessors of equipment.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"GAAP" shall mean United States generally accepted accounting principles applied
in a manner consistent with prior periods.
"Investment Letter" shall mean the investment letter in the form attached hereto
as Appendix A.
Page 1
"Material Adverse Effect" means any change (individually or in the aggregate) in
the general affairs, management, business, goodwill, results of operations,
condition (financial or otherwise), assets, liabilities or prospects (whether or
not the result thereof would be covered by insurance) that would be material and
adverse to the designated party.
"Ordinary Course of Business" shall mean actions consistent with the past
practices of the designated party which are similar in nature and style to
actions customarily taken by the designated party and which do not require, and
in the past have not received, specific authorization by the Board of Directors
of the designated party.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Taxes" shall include federal, state and local income taxes, capital gains tax,
value-added taxes, franchise, personal property and real property taxes, levies,
assessments, tariffs, duties (including any customs duty), business license or
other fees, sales, use and any other taxes relating to the assets of the
designated party or the business of the designated party for all periods up to
and including the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any, arising out
of tax assessments.
"Transaction" shall mean the Stock Sale contemplated by this Agreement.
The following appendices and schedules are attached to and form part of this
Agreement:
APPENDICES
Description
Appendix A Investment Letter
SCHEDULES
Description
Schedule 2.1 Selling Shareholder's Share Ownership
Schedule 3.1.12 Purchaser SEC Documents
Schedule 5.2.1 Directors of Purchaser upon Closing
ARTICLE II.
THE TRANSACTION
2.1. Stock Sale. Subject to the terms and conditions of the Closing Documents,
the Sellers hereby agree to sell, transfer and deliver to Purchaser, and
Purchaser hereby agrees to purchase and accept, the Transferred Shares, in
consideration for the delivery of 15,000,000(fifteen million) common shares of
the Purchaser (the "Purchase Price") by Purchaser to Sellers to be distributed
pro-rata based on share ownership of Zaaiplaats Tin (Proprietary) Limited. As
per schedule 2.1. and $500,000 payable as to:
(a) $500,000 within 360 days of signature hereof.
Page 2
2.2. Securities Law Matters.
2.2.1. Private Offering. The Parties understand that the Transferred
Shares to be acquired and delivered to the Sellers pursuant to the terms of this
Agreement will not be registered under the Securities Act, but will be
transferred in reliance upon exemptions available for private transactions, and
that each is relying upon the truth and accuracy of the representations set
forth in the Investment Letter signed by each of the Sellers and delivered
concurrently with the execution of this Agreement. Each certificate representing
the Transferred Shares in the name of the Sellers pursuant to the terms of this
Agreement shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THIS
CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Sellers. The Sellers hereby represent
and warrant to Purchaser that:
3.1.1. Organization of the Company; Foreign Qualification. The Company is
duly organized, validly existing, and in good standing under the laws of South
Africa and has all requisite corporate power, franchises, and licenses to own
their property and conduct the business in which they are engaged. The Company
and the Sellers have the full power and authority (corporate or otherwise) to
execute, deliver and perform their respective obligations under this Agreement
and the Closing Agreements to which it is a party. A complete set of the all the
Companys' corporate records, including its Certificate of Incorporation, Bylaws,
minutes, transfer records, have been delivered or made available to Purchaser.
The Company is duly qualified and in good standing as a foreign corporation in
every jurisdiction in which such qualification is necessary, except to the
extent the failure to be so qualified is not reasonably expected to result in a
Material Adverse Effect.
3.1.2. Capitalization; Ownership of Transferred Shares.
3.1.2.1. Zaaiplaats Tin (Proprietary) Limited has an authorized
capital stock consisting of 50 000 000 ordinary shares of one rand
each of which 47 632 700 have been issued.. All of the shares of
Company Stock have been validly issued, fully paid, are
non-assessable, and were issued in compliance with any preemptive or
similar rights and in compliance with applicable federal and state
securities laws. All shares held by the Sellers were legally and
validly issued in compliance with appropriate and applicable
securities laws.
3.1.2.2. The Company does not have any outstanding subscriptions,
options, preferred stock, rights, warrants, convertible securities
or other agreements or commitments to issue, or contracts or any
other agreements obligating the Company to issue, or to transfer
from treasury, any shares of its capital stock or membership
interests, as applicable, of any class or kind, or securities
convertible into such stock or interests. No persons who are now
holders of Company Stock, and no persons who previously were holders
of Company Stock, are or ever were entitled to preemptive rights
other than persons who exercised or waived those rights.
Page 3
3.1.2.3. There is no outstanding vote, plan, pending proposal or
right of any person to cause any redemption of Company Stock.
Neither the Company nor any of its Affiliates, is under any
obligation, contract or other arrangement to register (or maintain
the registration of) any of its or their securities under federal or
state securities laws.
3.1.2.4. Neither the Company nor the Sellers is a party to any
agreement, voting trust, proxy or other agreement or understanding
of any character, whether written or oral, with any other
stockholders of the Company with respect to or concerning the
purchase, sale or transfer or voting of the Company Stock or any
other security of the Company.
3.1.2.5. Neither the Company nor the Sellers has any legal
obligations, absolute or contingent, to any other person or entity
to sell the assets, or any capital stock or any other security of
the Company or any of its subsidiaries or affect any merger,
consolidation or other reorganization of the Company or any of its
subsidiaries or to enter into any agreement with respect thereto,
except pursuant to this Agreement.
3.1.2.6. The Sellers are the sole beneficial and record holders of
the Transferred Shares. The Sellers hold the Transferred Shares free
and clear of any Encumbrance of any kind whatsoever. The Transferred
Shares represent all of the issued and outstanding common stock of
the Company.
3.1.3.Subsidiaries. The Companies do not have any subsidiaries (whether
held directly or indirectly) or any equity investment in any
corporation, partnership, joint venture or other business.
3.1.4. Real Estate.
R/E of portion 000 xxxx xxxxxxxxxxx.
3.1.5. Authority Relative to the Closing Documents; Enforceability. The
Sellers are not suffering from any legal disability which would: (a) prevent
them from executing, delivering or performing their obligations under the
Closing Documents or consummating the Transaction, (b) make such execution,
delivery, performance or consummation voidable or subject to necessary
ratification, and (c) require the signature or consent of any third party in
connection therewith for the Transaction to be binding and enforceable against
the Sellers and their property. The Closing Documents have been duly and validly
executed and delivered by the Sellers and each constitutes the legal, valid and
binding obligation of the Sellers, enforceable against them in accordance with
their respective terms, except insofar as the enforcement thereof may be limited
by the Insolvency/Equity Exceptions.
3.1.6. Title to Assets. The Company has good and marketable title free and
clear of any Encumbrance in and to all of the assets and properties identified
to Purchaser.
3.1.7. Material Contracts. Except as disclosed to Purchaser, the Company
is not a party to or bound by any agreement or contract.
3.1.8. Compliance with Other Instruments; Consents. Neither the execution
of any Closing Document nor the consummation of the Transaction will conflict
with, violate or result in a breach or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default), or result in
a termination of, or accelerate the performance required by, or result in the
creation of any Encumbrance upon any assets of the Company under any provision
of the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, decree, statute, ordinance,
regulation or any other restriction of any kind or character to which the
Company is bound.
3.1.9. Litigation. There are no legal, administrative, arbitration or
other proceedings or claims pending against the Company, nor is the Company
subject to any existing judgment which might affect the financial condition,
business, property or prospects of the Company; nor has the Company received any
inquiry from an agency of the federal or of any state or local government about
the Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.
Page 4
3.1.10. Taxes. The Company either: (a) has timely filed with the
appropriate taxing authority all Tax and information returns required to have
been filed by the Company or (b) has timely filed for any required extensions
with regard to such returns. All Taxes of the Company have been paid (or
estimated Taxes have been deposited) to the extent such payments are required
prior to the date hereof or accrued on the books of the Company. The returns
were correct when filed. There are no pending investigations of the Company
concerning any Tax returns by any federal, state or local Taxing authority, and
there are no federal, state, local or foreign Tax liens upon any of the
Company's assets.
3.1.11. Compliance with Law and Government Regulations. The Company is in
compliance with, and is not in violation of, applicable federal, state, local or
foreign statutes, laws and regulations (including without limitation, any
applicable environmental, building, zoning or other law, ordinance or
regulation) affecting the Company or its properties or the operation of its
business. The Company is not subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.
3.1.12. Trade Names and Rights. The Company does not own any trademarks,
trademark registrations or applications, trade names, service marks, copyrights,
copyright registrations or applications. No person owns any trademark, trademark
registration or application, service xxxx, trade name, copyright or copyright
registration or application, the use of which is necessary or contemplated in
connection with the operation of the Company's business.
3.1.13. Accuracy of Financial Statements. The Company and Sellers have
delivered audited financial statements of the Company for the year ended
December 2004 and March 31, 2004. The Company and Sellers also represent and
warrant that the Financial Statements fully and fairly present in all material
respects the financial position of the Company as at December 31, 2003 and the
period ended March 31, 2004. The books and records of the Company fully and
fairly reflect in all material respects all of its transactions, properties,
assets and liabilities. The Company and Sellers represent and warrant that there
has been no material adverse change in the financial condition of the Company
from that stated in the financial statements.
3.1.14 Full Disclosure. None of the representations and warranties made by
the Sellers herein, or in any Closing Document furnished or to be furnished by
them hereunder contain or will contain any untrue statement of material fact, or
omits any material fact, the omission of which would be misleading.
3.2. Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to Sellers that:
3.2.1. Organization of Purchaser; Foreign Qualification. Purchaser is duly
organized, validly existing, and in good standing under the laws of the state of
Florida and has all requisite corporate power, franchises, and licenses to own
its property and conduct the business in which it is engaged. Purchaser has the
full power and authority (corporate or otherwise) to execute, deliver and
perform its obligations under this Agreement and the Closing Agreements to which
it is a party. A complete set of Purchaser's corporate records, including its
Certificate of Incorporation, Bylaws, minutes, transfer records, have been
delivered or made available to Sellers. Purchaser is duly qualified and in good
standing as a foreign corporation in every jurisdiction in which such
qualification is necessary, except to the extent the failure to be so qualified
is not reasonably expected to result in a Material Adverse Effect.
3.2.2. Capitalization; Ownership of Transferred Shares.
3.2.2.1. Purchaser has an authorized capital stock consisting of
300,000,000 shares of common stock, par value $0.0001 per share, of
which 54,753,750 are issued and outstanding and 20,000,000 shares of
preferred stock of which no shares are outstanding. All of the
shares of Company Stock have been validly issued, fully paid, are
non-assessable, and were issued in compliance in compliance with
applicable federal and state securities laws. All shares held by the
Sellers were issued in compliance with federal and state securities
laws.
Page 5
3.2.2.2. Purchaser does not have any outstanding subscriptions,
options, preferred stock, rights, warrants, convertible securities
or other agreements or commitments to issue, or contracts or any
other agreements obligating Purchaser to issue, or to transfer from
treasury, any shares of its capital stock or membership interests,
as applicable, of any class or kind, or securities convertible into
such stock or interests. No persons who are now holders of
Purchaser's common stock, and no persons who previously were holders
of Purchaser's common stock, are or ever were entitled to preemptive
rights other than persons who exercised or waived those rights.
3.2.2.3. There is no outstanding vote, plan, pending proposal or
right of any person to cause any redemption of Purchaser's common
stock. Neither Purchaser nor any of its Affiliates, is under any
obligation, contract or other arrangement to register (or maintain
the registration of) any of its or their securities under federal or
state securities laws.
3.2.2.4. The Purchase Price Shares shall be validly issued from the
Purchasers authorized common stock.
3.2.3. Subsidiaries. Purchaser does not have any subsidiaries (whether
held directly or indirectly) or any equity investment in any corporation,
partnership, joint venture or other business, except as disclosed in the SEC
Documents.
3.2.4. Real Estate. Purchaser does not own any real estate or any interest
in any real estate, except as disclosed in the SEC Documents.
3.2.5. Authority Relative to the Closing Documents; Enforceability.
Purchaser is not suffering from any legal disability which would: (a) prevent it
from executing, delivering or performing its obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification, and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Purchaser and its
property. The Closing Documents have been duly and validly executed and
delivered and each constitutes the legal, valid and binding obligation,
enforceable against Purchaser in accordance with their respective terms, except
insofar as the enforcement thereof may be limited by the Insolvency/Equity
Exceptions.
3.2.6. Material Contracts. Except as disclosed in the SEC Documents,
Purchaser is not a party to or bound by any agreement or contract. Purchaser
represents and warrants that all of its Material Contracts are terminable
unilaterally by Purchaser without penalty or restriction or have already been
properly terminated.
3.2.7. Labor Matters. There are presently no employment or consulting
contracts with, or covenants against competition by, any present or former
employees of Purchaser. Purchaser has no employees other than its sole officer.
3.2.8. Compliance with Other Instruments; Consents. Neither the execution
of any Closing Document nor the consummation of the Transaction will conflict
with, violate or result in a breach or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default), or result in
a termination of, or accelerate the performance required by, or result in the
creation of any Encumbrance upon any assets of Purchaser under any provision of
the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, decree, statute, ordinance,
regulation or any other restriction of any kind or character to which Purchaser
is bound.
3.2.9. Financial Statements. Purchaser's audited financial statements (the
"Purchaser Financial Statements") for the year ended March 31, 2004 and
unaudited quarterly financial statements for the nine month period ended
December 31, 2004, copies of which have been delivered to Purchaser, are true
and complete in all material respects, and have been prepared in accordance with
GAAP for the period covered by such statements, and fairly present, in
accordance with GAAP, the properties, assets and financial condition of
Purchaser, and results of its operations as of the dates and for the periods
covered thereby. Except as may be disclosed in the SEC Documents, there has been
no material adverse change in the business operations, assets, properties,
prospects or condition (financial or otherwise) of Purchaser, taken as a whole,
from that reflected in the Purchaser Financial Statements. As of the Closing
date, Purchaser does not have any debts, liabilities or obligations of any
nature, whether accrued, absolute, un-matured, contingent, or otherwise, whether
due or to become due. There are and will be at closing no accounts payable and
no liabilities owed by Purchaser.
Page 6
3.2.10. Litigation. There are no legal, administrative, arbitration or
other proceedings or claims pending against Purchaser, nor is Purchaser subject
to any existing judgment which might affect the financial condition, business,
property or prospects of Purchaser; nor has Purchaser received any inquiry from
an agency of the federal or of any state or local government about the
Transaction, or about any violation or possible violation of any law, regulation
or ordinance affecting its business or assets.
3.2.11. SEC Documents. Purchaser has furnished or made available to
Sellers a true and complete copy of each report, schedule, registration
statement and proxy statement filed by Purchaser with the SEC since the
inception of Purchaser (as such documents have since the time of their filing
been amended, the "SEC Documents"), a list of which is attached as Schedule
3.1.12. Purchaser has timely filed with the SEC all documents required to have
been filed pursuant to the Securities Act and the Exchange Act. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act, or the Exchange Act, as the case may be, and
the rules and regulations of the SEC thereunder applicable to such SEC
Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
3.2.12. Taxes. Purchaser either: (a) has timely filed with the appropriate
taxing authority all Tax and information returns required to have been filed by
Purchaser or (b) has timely filed for any required extensions with regard to
such returns. All Taxes of Purchaser have been paid (or estimated Taxes have
been deposited) to the extent such payments are required prior to the date
hereof or accrued on the books of Purchaser. The returns were correct when
filed. There are no pending investigations of Purchaser concerning any Tax
returns by any federal, state or local Taxing authority, and there are no
federal, state, local or foreign Tax liens upon any of Purchaser's assets.
3.2.13. Compliance with Law and Government Regulations. Purchaser is in
compliance with, and is not in violation of, applicable federal, state, local or
foreign statutes, laws and regulations (including without limitation, any
applicable environmental, building, zoning or other law, ordinance or
regulation) affecting Purchaser or its properties or the operation of its
business. Purchaser is not subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.
3.2.14. Trade Names and Rights. Purchaser does not use any trademark,
service xxxx, trade name, or copyright in its business, nor does it own any
trademarks, trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications. No person owns any
trademark, trademark registration or application, service xxxx, trade name,
copyright or copyright registration or application, the use of which is
necessary or contemplated in connection with the operation of Purchaser's
business.
3.2.15. OTCBB Status. Purchaser is currently eligible for trading on the
Over-the-Counter Bulletin Board ("OTCBB"), and Purchaser does not have any
reason to believe that its current market makers will cease to make a market
following the Closing. Purchaser shall take all necessary action to continue to
maintain its eligibility for quotation on the OTCBB.
3.2.16. Investment Company Act. Purchaser is not, and upon completion of
the Transaction will not be, subject to registration as an investment company
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
3.2.17. Full Disclosure. None of the representations and warranties made
by Purchaser herein, or in any Closing Document furnished or to be furnished by
them hereunder contain or will contain any untrue statement of material fact, or
omits any material fact, the omission of which would be misleading.
Page 7
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. Filing with Securities and Exchange Commission. Upon the consummation of
this Agreement, if required to do so by law, Purchaser shall file with the SEC
an Information Statement on Schedule 14F (the "Schedule 14F") or such other
documents as may be required, disclosing the anticipated resignation of the
current directors and appointment of the anticipated new directors as provided
herein, in a form that will satisfy the requirements of law. The parties agree
to cooperate in the preparation and filing of such report or any other filings
to be filed with the SEC.
4.2. Brokers or Finders. Each party agrees to hold the others harmless and to
indemnify them against the claims of any persons or entities claiming to be
entitled to any brokerage commission, finder's fee, advisory fee or like payment
from such other party based upon actions of the indemnifying party in connection
with the Transaction.
ARTICLE V.
CLOSING DELIVERIES
5.1. The Closing. The Closing shall take place on or before the Closing Date
(unless such date is extended by the mutual agreement of the parties) at such
location as agreed to by the parties. Notwithstanding the location of the
Closing, each party agrees that the Closing may be completed by the exchange of
undertakings between the respective legal counsel for the Sellers and Purchaser,
provided such undertakings are satisfactory to each party's respective legal
counsel.
5.2. Deliveries by the Purchaser. Purchaser hereby agrees to deliver, or cause
to be delivered, to Sellers the following items on Closing:
5.2.1. Certified Resolutions. Copies of the resolutions, certified by an
officer of the Company, of the Board of Directors of the Company approving the
terms of this Agreement, and a copy of the resolution of the shareholders of the
Company approving the sale of the Transferred Shares.
5.2.2. Resignations. A copy of the resignations of the existing directors
and officers of Purchaser, to be effective as of the Resignation Date.
5.2.3. Termination of Contracts. Evidence satisfactory to the Sellers that
all material contracts and all payables and liabilities have been terminated,
effective as of the Resignation Date without any payment by, or continuing
liability to, the Company.
5.2.4. Stock Certificates. A stock certificate or certificates
representing the Purchase Price Shares issued in the name of Sellers.
5.2.5. SEC Filings. Evidence that all SEC filings have been properly
certified and filed with the SEC.
5.2.6. Transfer Agent Direction. A direction of Purchaser to its transfer
agent to register the Purchase Price Shares in the name of the Sellers with the
legend set forth in paragraph 2.2.1 of this Agreement or such legend as is
otherwise required by law.
Page 8
5.3. Deliveries by Sellers. Sellers hereby agree to deliver to the Purchaser the
following items on Closing:
5.3.1. Certified Resolutions. Copies of the resolutions, certified by an
officer of the Company, of the Board of Directors of the Company approving the
terms of this Agreement, and a copy of the resolution of the shareholders of the
Company approving the sale of the Transferred Shares.
5.3.2. Stock Certificates. A stock certificate or certificates
representing the Transferred Shares, together with such stock powers, legal
opinions and all other documentation required by the Company's transfer agent to
reissue such shares in the name of Purchaser.
5.3.3. Investment Letter. The Investment Letter, executed by the Sellers.
5.3.4. Transfer Agent Direction. A direction of the Company to the
Company's transfer agent to register the Transferred Shares in the name of the
Purchaser with the legend set forth in paragraph 2.2.1 of this Agreement or such
legend as is otherwise required by law.
ARTICLE VI.
CONDITIONS PRECEDENT TO PURCHASER' OBLIGATION TO CLOSE
Purchaser's obligation to purchase the Transferred Shares and to take the other
actions required to be taken by Purchaser at the Closing is subject to the
satisfaction, at or prior to Closing, of each of the following conditions (any
of which may be waived by Purchaser, in whole or in part):
6.1. Performance of Covenants. The Sellers shall have performed all covenants
and agreements required to be completed prior to or on closing, including
completion of the deliveries required by Section 5.3 of this Agreement.
6.2. Accuracy of Representations. All of Sellers' representations and warranties
in this Agreement (considered collectively), and each of Sellers'
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE VII.
CONDITIONS PRECEDENT TO SELLERS'S OBLIGATION TO CLOSE
The Sellers' obligation to sell the Transferred Shares and to take the other
actions required to be taken by Sellers at the Closing is subject to the
satisfaction, at or prior to Closing, of each of the following conditions (any
of which may be waived by the Sellers, in whole or in part):
7.1. Performance of Covenants. Purchaser shall have performed all covenants and
agreements required to be completed prior to or on closing, including completion
of the deliveries required by Section 5.2 of this Agreement.
7.2. Accuracy of Representations. All of Purchaser's representations and
warranties in this Agreement (considered collectively), and each of Purchaser's
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE VIII.
SURVIVAL OF REPRESENTATIONS
8.1. Representations to Survive Closing. The representations and warranties of
the Sellers and Purchaser contained herein or in any document furnished pursuant
hereto shall survive the Closing of the Transaction for a period of one year
following the Closing. Each party acknowledges and agrees that, except as
expressly set forth in this Agreement or any Closing Document, no party has made
(and no party is relying on) any representation or warranties of any nature,
express or implied, regarding any or relating to any of the transactions
contemplated by this Agreement.
Page 9
ARTICLE IX.
MISCELLANEOUS
9.1. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed delivered if delivered by hand, by
telecopier, by courier or mailed by certified or registered mail, postage
prepaid, addressed to the following persons at their last know or provided
address:
If to the Sellers:
c/o Wertheim Xxxxxx Inc
00 Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxxx,Xxxxxxx,
Xxxxx Xxxxxx
If to Purchaser:
No 00 Xxxx Xxxx Xx
Xxxxxxxxx,
Xxxxxxxx 0000
Xxxxx Xxxxxx
9.2. Assignability and Parties in Interest. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any other person any
rights or remedies under or by reason of this Agreement.
9.3. Expenses. Each party shall bear its own expenses and costs, including the
fees of any attorney retained by it, incurred in connection with the preparation
of the Closing Documents and consummation of the Transaction.
9.4. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Florida in connection with any action arising under or
brought with respect to this Agreement.
9.5. Counterparts. This Agreement may be executed as of the same effective date
in one or more counterparts, each of which shall be deemed an original.
9.6. Headings. The headings and subheadings contained in this Agreement are
included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given any
weight whatever in interpreting any provision of this Agreement.
9.7. Pronouns, Etc. Use of male, female and neuter pronouns in the singular or
plural shall be understood to include each of the other pronouns as the context
requires. The word "and" includes the word "or". The word "or" is disjunctive
but not necessarily exclusive.
9.8. Complete Agreement. This Agreement, the Appendices hereto, and the
documents delivered pursuant hereto or referred to herein or therein contain the
entire agreement between the parties with respect to the Transaction and, except
as provided herein, supersede all previous negotiations, commitments and
writings.
9.9. Modifications, Amendments and Waivers. This Agreement shall not be modified
or amended except by a writing signed by each of the parties hereto. Prior to
the Closing, the Sellers may amend any of the disclosure schedules referenced
herein by giving the other party notice of such amendments. If such amended
disclosures reveal material adverse information about the Company, Purchaser may
terminate this Agreement without liability to the Sellers.
Page 10
9.10. Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the Transaction
is not affected in any manner adverse to any party hereto. Upon any such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in any acceptable manner to the end that the Transaction are
consummated to the extent possible.
Page 11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
PURCHASER:
--------------------------------------
Xxxxxx Xxxx Xxxx: President: Centurion
Gold Holdings, Inc.
SELLERS:
--------------------------------------
National Turf Investments: Zaaiplaats
Tin (Proprietary) Limited
--------------------------------------
Page 12
APPENDIX A
INVESTMENT LETTER
March 31st, 2005
Centurion Gold Holdings, Inc.
Dear Sir:
In connection with the purchase of 15,000,000 shares of the common stock (the
"Shares") of Centurion Gold Holdings, Inc. (the "Corporation") by National Turf
Investments (the "Purchasers") pursuant to a share purchase agreement dated the
31st day of March, 2005 (the "Share Purchase Agreement"), the undersigned (the
"Purchaser"), hereby makes the following acknowledgments, representations and
warranties:
1. Investment Intent. The Purchaser is acquiring the Shares for investment
solely for his/her/its own account and not with a present view to any
distribution, transfer or resale to others, including any "distribution" within
the meaning of Securities Act of 1933, as amended, (the "Securities Act"). The
Purchaser understands that the Shares have not and will not be registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends on, among
other things, the bona fide nature of the investment intent and the accuracy of
my representations made herein.
2. Financial Ability. The Purchaser is financially able to bear the economic
risks of an investment in the Corporation and has no need for liquidity in this
investment. Furthermore, the financial capacity of the Purchaser is of such a
proportion that the total cost of the Purchaser's commitment is not material
when compared with his total committed capital. The Purchaser is financially
able to suffer a complete loss of this investment.
3. Experience. The Purchaser has such knowledge and experience in financial and
business matters in general and with respect to investments of a nature similar
to that evidenced by the Shares so as to be capable, by reason of such knowledge
and experience, of evaluating the merits and risks of, and making an informed
business decision with regard to, and protecting his own interests in connection
with, the acquisition of the Shares.
4. Review of Prospectus and Financial Statements. The Purchaser has been
provided with and had the opportunity to review all filings made by the
Corporation with the United States Securities and Exchange Commission, as
disclosed in the Share Purchase Agreement and available at the SEC's web site at
xxx.xxx.xxx.
5. Limited Public Market. The Purchaser understands that a limited public market
now exists for any of the securities of the Corporation and that the Corporation
has made no assurances that a more active public market will ever exist for the
Corporation's securities.
6. Restricted Legend. The Purchaser acknowledges that certificates representing
the Shares will bear a legend substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS
THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO
THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION.
7. Stock Transfer. The Purchaser is aware that stop-transfer instructions will
be given to the transfer agent of the common stock of the Corporation to prevent
any unauthorized or illegal transfer of the Shares.
Page 13
8. Reliance for Exemptions. The Purchaser understands that the Shares are being
transferred to him pursuant to exemptions from the registration requirements of
federal and applicable state securities laws and acknowledges that he is relying
upon the investment and other representations made herein as the basis for such
exemptions.
9. Accuracy of Purchaser Representations. The Purchaser represents that the
information and representations contained in this letter are true, correct and
complete.
Dated: 31 st March , 2005
--------------------------------------------
National Turf Investment Trust:
Zaaiplaats Tin Mine (Proprietary) Limited
Page 14
SCHEDULE 2.1
SELLING SHAREHOLDER'S SHARE OWNERSHIP
Adjusted Centurion
Shareholder No. of Shares Percentage No. of Shares
100 15,000,000
Total 100% 15,000,000
Page 15
SCHEDULE 3.1.12
COMPANY SEC DOCUMENTS
SEC Filings
Filing Date of Filing
Form SB-2 (as amended) Originally: January 23, 2002
Last Pre-Effective Amendment: March 14, 2002
Form 8-A12G May 10, 2002
Form 10-QSB May 13, 2002
Form 10-QSB August 14, 2002
Form 10-QSB October 31, 2002
Form 10-QSB/A November 14, 2002
Form 8-K December 19, 2002
Form 8-K February 7, 2003
Form 10-K March 31, 2003
Form NT 10-Q May 15, 2003
Form 10-QSB May 20, 2003
Form 8-K July 7, 2003
Form 8-K August 11, 2003
Form NT 10-Q August 14, 2003
Form 10-QSB August 19,2003
Form 8-K/A October 1, 2003
Form 13-D October 24, 2003
Form 10-QSB November 13, 200
Form SC 13D XXXXX 0, 0000
XX 2 March 22, 2005
10QSB February 22, 2005
NT 10-Q February 15, 2005
NT 10-K June 30, 2004
10K March 31, 2003
