THIS AGREEMENT dated for reference the 27th day of April, 2004
THIS
AGREEMENT dated for reference the 27th
day of April, 2004
BETWEEN:
ELDORADO
GOLD CORPORATION,
a corporation with a place of business at Suite 920 - 1055 West Hastings Street,
Vancouver, British Columbia V6E 2E9
(the
“Owner”)
AND:
XXXXX
XXXXXXXX,
a businessperson with a place of residence at 1103 - 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the
“Purchaser”)
WHEREAS:
| A. |
The
Owner is the owner of certain data referred to herein as the “Alumax
Project Files” as more particularly described in Schedule “A” to this
Agreement; |
| B. |
The
Owner has agreed to sell to the Purchaser and the Purchaser has agreed to
purchase from the Owner the Alumax Project Files on the terms and
conditions set forth in this Agreement. |
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, the
Owner and the Purchaser agree represent as follows:
ARTICLE
1 - INTERPRETATION
1.1 Definitions.
In this Agreement:
“Alumax
Project Files”
means the data described in Schedule “A” hereto;
“Closing
Date”
means 11:00 a.m. PDT, April 30, 2004 or such other date and time as may be
agreed between the parties;
“Owner”
means Eldorado Gold Corporation;
“Place
of Delivery”
means the current location of the Alumax Project Files, namely the Owner’s
Vancouver office at 920 - 0000 Xxxx Xxxxxxxx Xxxxxx and a storage facility used
by the Owner at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx;
“Purchase
Price”
means the amount set out in section 2.2 hereof; and
“Purchaser”
means Xxxxx Xxxxxxxx, a businessperson with a place of residence at 1103 - 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0.
1.2 Currency.
All dollar amounts referred to in this Agreement are in Canadian
dollars
1.3 Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and of Canada applicable in the Province of
British Columbia.
ARTICLE
2 - PURCHASE
AND SALE
2.1 Purchase
and Sale.
The Owner agrees to sell to the Purchaser and the Purchaser agrees to purchase
from the Owner the Alumax Project Files for the Purchase Price.
2.2 Purchase
Price.
The purchase price for the Alumax Project Files shall be CDN $50,000 (the
“Purchase
Price”).
2.3 Purchase
Payment.
The Purchase Price shall be payable by the Purchaser to the Owner on the Closing
Date in the form of cash, bank draft or certified cheque.
ARTICLE
3 - REPRESENTATIONS
AND WARRANTIES
3.1 Representations
and Warranties of the Owner.
The Owner makes no representation or warranty as to the value, usefulness or
reliability of the Alumax Project Files, however, does represent and warrant to
the Purchaser, regardless of any independent investigations that the Purchaser
may cause to be made, that:
| (a) |
the
Owner is a corporation duly incorporated and validly existing under the
laws of Canada and is duly qualified to carry on business in British
Columbia and has the corporate power and capacity to own the Alumax
Project Files, and to enter into and to carry out the transactions
contemplated in this Agreement; |
| (b) |
the
execution and delivery of this Agreement and the completion of the
transactions contemplated in this Agreement have been duly authorized by
all necessary corporate action on the part of the Owner and this Agreement
constitutes a valid and binding obligation enforceable against the Owner
in accordance with its terms; |
| (c) |
the
Owner is the legal and beneficial owner of, and has good and marketable
title to, the Alumax Project Files, free and clear of any and all
interests, liens, claims or charges; and |
| (d) |
the
execution, delivery and performance of this Agreement and the sale of the
Alumax Project Files to the Purchaser do not and will not result in or
constitute a default or breach of any agreement, instrument or arrangement
to which the Owner is a party or by which it or its property is bound,
including without limitation any confidentiality obligations in favour of
third parties, or any prior or existing joint venture agreement to which
the Owner is or was a party. |
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3.2 Purchaser’s
Representations and Warranties.
The Purchaser represents and warrants to the Owner, regardless of any
independent investigation that the Owner may cause to be made, that this
Agreement constitutes a valid and binding obligation enforceable against the
Purchaser in accordance with its terms.
3.3 Acknowledgement
of the Purchaser.
The Purchaser acknowledges that the Alumax Project Files are being purchased “as
is” and that the Owner is making no warranty or representation as to their
contents, value, usefulness or reliability and accordingly that the Owner will
not be directly or indirectly liable to the Purchaser for any loss or damage the
Purchaser may incur in acting in reliance on any of the information contained in
the Alumax Project Files save in respect to the Owner’s warranties under
sections 3.1(c) and (d) above. The Purchaser further acknowledges that the
Owner’s index binders purporting to describe the contents of Alumax Project
Files, as reviewed by the Purchaser on, or about, April 16, 2004, are of a
summary nature only, and are not to be relied on by the Purchaser as a
representation by the Owner as to the actual contents of the data contained in
the Alumax Project Files.
ARTICLE
4 - COVENANTS
4.1 Covenants
of the Owner.
The Owner covenants and agrees that:
| (a) |
the
Owner shall take or cause to be taken all proper steps and actions and
corporate proceedings to enable the Owner to sell the Alumax Project Files
to the Purchaser free and clear of all liens, encumbrances, equities or
claims of every nature and kind and to enable the Owner to carry out the
sale of the Alumax Project Files as a valid and binding obligation of the
Owner; |
| (b) |
the
Owner shall, forthwith, advise the Purchaser in writing upon the Owner
becoming aware that any of the representations and warranties of the Owner
set out in section 3.1 is inaccurate or incomplete in any material
respect; |
| (c) |
the
Owner shall, forthwith upon the Closing Date, deliver the Alumax Project
Files to the Purchaser at the Place of Delivery at a time mutually
agreeable to the parties; |
| (d) |
all
representations and warranties of the Owner set forth in this Agreement or
in any document delivered in connection with the purchase and sale
contemplated by this Agreement will be true and correct at and as of the
closing in all material respects (as if such representations and
warranties were made on the Closing Date); and |
| (e) |
the
sale of the Alumax Project Files to the Purchaser is final and absolute,
and the Owner shall have no present or future claim to any mineral
discovery or other benefit that may accrue to the Purchaser as a result of
the Purchaser’s use of the Alumax Project Files. |
4.2 Covenants
of the Purchaser.
The Purchaser covenants and agrees that:
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-
| (a) |
the
Purchaser shall take or cause to be taken all proper steps and actions to
enable the Purchaser to purchase the Alumax Project Files from the Owner
and to enable the Purchaser to carry out the purchase of the Alumax
Project Files as a valid and binding obligation of the Purchaser;
|
| (b) |
the
Purchaser shall, forthwith advise the Owner in writing upon the Purchaser
becoming aware that any of the representations and warranties of the
Purchaser set out in section 3.2 is inaccurate or incomplete in any
material respect; |
| (c) |
the
Purchaser shall, forthwith upon the Closing Date, take delivery of the
Alumax Project Files from the Owner at the Place of Delivery, provided
that the Purchaser shall have taken delivery of all components of the
Alumax Project Files located at the offices of the Owner on the Closing by
no later than the Closing Date and that the Purchaser shall have taken
delivery of the balance of the Alumax Project Files by no later than May
31, 2004; |
| (d) |
the
Purchaser shall pay the Purchase Price to the Owner in accordance with
section 2.3 of this Agreement; and |
| (e) |
all
representations and warranties of the Purchaser set forth in this
Agreement or in any document delivered in connection with the purchase and
sale contemplated by this Agreement will be true and correct at and as of
the closing in all material respects (as if such representations and
warranties were made on the Closing Date). |
ARTICLE
5 - CONDITIONS
PRECEDENT
5.1 Owner’s
Conditions.
| (a) |
The
Owner’s obligation to complete the transactions contemplated by this
Agreement is subject to fulfilment of the condition that the
representations and warranties of the Purchaser contained in
section 3.2 shall be true on and as of the Closing Date in all
material respects with the same effect as though such representations and
warranties had been made on and as of the Closing
Date. |
| (b) |
The
condition set out in Subsection 5.1 (a) is for the sole benefit of
the Owner and if same has not been satisfied by the times therein
specified, the Owner may waive fulfilment thereof, in whole or in part, on
the understanding and condition that it will not, thereafter, have any
rights or remedies, and will not be able to make any claims against the
Purchaser in respect of the matter or matters resulting in the condition
set out in this Section 5.1 (a) not having been
satisfied. |
| (c) |
If
the Owner elects to end the Agreement for failure, on the part of the
Purchaser, to satisfy the condition set out in Section 5.1 (a), then the
Purchaser will have no rights or remedies, and will not be able to make
any claims against the Owner in respect of the
matter. |
5.2 Purchaser’s
Conditions.
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-
| (a) |
The
Purchaser’s obligation to complete the transactions contemplated by this
Agreement is subject to fulfilment of the condition that the
representations and warranties of the Owner contained in section 3.1
shall be true on and as of the Closing Date in all material respects with
the same effect as though such representations and warranties had been
made on and as of the Closing Date. |
| (b) |
The
condition set out in Subsection 5.2 (a) is for the sole benefit of
the Purchaser and if same has not been satisfied by the times therein
specified, the Purchaser may waive fulfilment thereof, in whole or in
part, on the understanding and condition that it will not, thereafter,
have any rights or remedies, and will not be able to make any claims
against the Owner in respect of the matter or matters resulting in the
condition set out in this Section 5.2 (a) not having been
satisfied. |
| (c) |
If
the Purchaser elects to end the Agreement for failure, on the part of the
Owner, to complete the condition set out in Section 5.2 (a), then the
Owner will have no rights or remedies, and will not be able to make any
claims against the Purchaser in respect of the
matter. |
ARTICLE
6 - CLOSING
PROCEDURE
6.1 Closing
Deliveries.
On the Closing Date:
| (a) |
the
Purchaser shall deliver to the Owner a certified cheque or money order or
bank draft for the Purchase Price; and |
| (b) |
the
Owner shall deliver to the Purchaser: |
| (i) |
a
Xxxx of Sale conveying title to the Alumax Project Files to the Purchaser;
and |
| (ii) |
the
Alumax Project Files at the Place of Delivery, at a time mutually
convenient to the parties. |
ARTICLE
7 - MISCELLANEOUS
7.1 Time.
Time will be of the essence of this Agreement and will remain of the essence
notwithstanding the extension of any of the dates under this
Agreement.
7.2 No
Waiver.
No failure or delay on the part of either party in exercising any right, power
or privilege under this Agreement shall operate as a waiver thereof, nor will
any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. Except as may be limited in this Agreement, either party may, in its
sole discretion, exercise any and all rights, powers, remedies and recourse
available to it under this Agreement or any other remedy available to it and
such rights, powers, remedies and recourse may be exercised concurrently or
individually without the necessity of making any election.
7.3 Legal
Fees.
Each party shall pay its own legal fees.
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7.4 Entire
Agreement.
This Agreement and the instruments and other documents entered into under this
Agreement set forth the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement and supersede all prior
agreements and understandings among the parties with respect to the matters
herein and there are no oral or written agreements, promises, warranties, terms,
conditions, representations or collateral agreements, express or implied, other
than those contained in this Agreement.
7.5 Amendment.
This Agreement may be altered or amended only by an agreement in writing signed
by the parties.
7.6 Further
Assurances.
Each of the parties shall at all times and from time to time and upon reasonable
request do, execute and deliver all further assurances, acts and documents for
the purpose of evidencing and giving full force and effect to the covenants,
agreements and provisions in this Agreement.
7.7 Notices.
Any demand or notice which may be given under this Agreement shall be in writing
and delivered or telecopied addressed to the parties as follows:
To
the Purchaser:
Xxxxx
Xxxxxxxx
1103
- 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
X0X
0X0
Attention: Xxxxx
Xxxxxxxx
Telephone: (000)
000-0000
Fax: (000)
000-0000
To
the Owner:
Eldorado
Gold Corporation
920
- 0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx
X0X
0X0
Attention: Xxxx
Xxxx
Telephone: (000)
000-0000
Fax:
(000)
000-0000
or
at such other address as either party may specify in writing to the other. The
time of giving and receiving any such notice shall be deemed to be on the day of
delivery or transmittal.
7.8 Counterparts.
This Agreement may be executed in any number of original counterparts, with the
same effect as if all the parties had signed the same document, and will become
effective when one or more counterparts have been signed by all of the parties
and delivered to each of the parties. All counterparts shall be construed
together and evidence only one agreement, which, notwithstanding the dates of
execution of any counterparts, shall be deemed to be dated the reference date
set out above, and only one of which need be produced for any
purpose.
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7.9 Binding
Effect.
This Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators, legal and personal representatives, successors and
permitted assigns of the parties, as applicable.
7.10 Execution
by Fax.
This Agreement may be executed by the parties and transmitted by facsimile or
similar means and when it is executed and transmitted this Agreement shall be
for all purposes as effective as if the parties had delivered an executed
original Agreement.
IN
WITNESS WHEREOF the parties have executed this Agreement as of the _27th
day of April, 2004.
|
ELDORADO
GOLD CORPORATION |
||||
|
Per: |
“Xxxx
X. Xxxxxx” |
|||
|
Authorized
Signatory |
||||
|
SIGNED,
SEALED AND DELIVERED by XXXXX
XXXXXXXX
in the presence of:
“Xxxxxxx
X. Xxxxxxx, Q.C.” |
)
)
)
) |
“Xxxxx
Xxxxxxxx” |
|
Witness
Barrister & Solicitor
Suite
0000-0000 Xxxx Xxxxxxx Xx. |
)
) |
XXXXX
XXXXXXXX |
|
Xxxxxxx
Xxxxxxxxx,
X.X. X0X 0X0 |
)
) |
|
|
)
) |
||
|
Occupation |
) |
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SCHEDULE
“A”
Alumax
Project Files
The
“Alumax Project Files” comprising all the data of Eldorado Gold Corporation as
generally described in certain binders (as reviewed by Xxxxx Xxxxxxxx on, or
about, April 16, 2004) which summarize such data, as contained in approximately
220 boxes, and as located at the Vancouver office of Eldorado Gold Corporation
at 920 - 0000 Xxxx Xxxxxxxx Xxxxxx and a storage facility used by the Eldorado
Gold Corporation at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx; and which
may include technical, financial, commercial, legal and political files and
data, including all in-house and third party studies, evaluations, reports,
analyses, memoranda and correspondences.
