AGREEMENT OF RECISION
This Agreement of Recision is entered into this 30th day of December,
1996, by and between KALAN GOLD CORPORATION, a Colorado corporation, formerly
known as KNIGHT NATURAL GAS, INC., a Colorado corporation (hereinafter
"KAL"); SEDCORE EXPLORATION COMPANY, LTD., a Ghanian corporation;
(hereinafter referred to as "SED"); and the undersigned sole Stockholder of
SED, (hereinafter referred to as "Stockholder").
RECITALS
WHEREAS, all of the parties hereto entered into an Agreement dated
August 27, 1996 (the "Agreement"); and
WHEREAS, a change of circumstances has occurred; and
WHEREAS, the parties hereto wish to rescind said Agreement, ab initio,
without acknowledging any further duties, obligations, or liabilities
thereunder.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. RECISION PLAN. KAL, SED and the Stockholder of SED hereby agree
that all of the shares exchanged in the Agreement will be rescinded,
resulting in the return of said shares to the KAL treasury and their
cancellation and return to authorized but unissued shares. All
property of SED will be returned to the control of the Board of
Directors of SED.
2. DELIVERY OF SHARES. KAL, SED and the Stockholder of SED agree
that all such shares shall be immediately returned to the treasury of
KAL and canceled, duly endorsed so as to effectuate the recision
hereunder and shall be free and clear of any and all claims,
mortgages, privileges, liens, or other encumbrances.
3. REPRESENTATIONS OF STOCKHOLDER AND SED. The Stockholder of SED
and SED, hereby represent and warrant that, with respect to the shares
to be returned under this Agreement of Recision:
(a) The Stockholder of SED are the sole owners of such issued and
outstanding shares of common stock; such shares are free from claims,
liens, or other encumbrances; and Stockholder have the unqualified
right to transfer and dispose of such shares.
(b) Prior to the transfer of said shares there will not be any
negative material changes in the ownership of such shares.
(c) To the best of the Shareholder of SED and SED's knowledge,
information and belief, neither KAL nor SED is not involved in any
pending litigation or governmental investigation or proceeding, and,
to the best knowledge of SED and Stockholder, no litigation, claims,
assessments, or governmental investigation or proceeding is threatened
against the shares or against KAL as result of the Agreement.
4. REPRESENTATIONS.
KAL hereby represents and warrants as follows: The officers of KAL 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 of Recision.
SED and Stockholder hereby represent and warrant as follows:
(a) The KAL shares to be delivered to KAL will constitute valid and
legally issued shares of KAL, fully-paid and nonassessable.
(b) The officer of SED and the Stockholder 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 of Recision.
5. INDEMNIFICATION. For a period of two years from the date hereof,
each party to this Agreement of Recision, 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 of Recision 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.
6. 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 any property 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.
(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, and the securities being issued herein
are being issued and delivered in the State of Colorado in accordance
with the isolated transaction and non-public offering exemption.
(g) BINDING EFFECT. 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.
(h) ENTIRE AGREEMENT. This Agreement is the entire agreement of the
parties covering everything agreed upon or understood in the
transaction. There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind of condition or
inducements to the execution hereof.
(i) TIME. Time is of the essence.
(j) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force
and effect.
(k) DEFAULT COSTS. In the event any party hereto has to resort to
legal action to enforce any of the terms hereof, such party shall be
entitled to
collect attorneys fees and other costs from the party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KALAN GOLD CORPORATION
By: ///Signed//
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President
SEDCORE EXPLORATION COMPANY, LTD.
By: ///Signed//
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Authorized Officer
STOCKHOLDER:
///Signed//
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