FIRST ADDENDUM TO
SHARE SALE AGREEMENT
Entered into by and between
GOLDEN FALLS TRADING 565 (PROPRIETARY) LIMITED and
PINNACLE RESOURCES INC
DATED THE 23RD DAY OF JANUARY 2007
The parties entered into the Share Sale on 23 January 2007 and wish to
effect certain amendment to the abovementioned Share Sale.
Now therefore the parties agree to replace the following causes with
the existing causes in the Share Sale Agreement.
Clause 2112 will be replaced with the following clauses:
"Sale Share" means 18,667 shares representing 93 1/3% of the 20,000
issued shares in Vanadium and Magnetite Exploration and Development
(Pty) Ltd.
The Seller warrants that it holds not less than 93 1/3% of the total
issued share capital of the Company.
There is currently a dispute between the Seller and Corridor Mining
Resources (CMR) regarding the shareholding and the percentages of
ownership represented thereby. CMR claims that their 1,333 shares
represents 33 1/3% of the issued shares in Vanadium and Magnetite
Exploration and Development (Pty) Ltd and the Seller claims that CMR's
shareholding represents only 6 2/3% of the issued shares.
Clause 3.1 is deleted in its entirety
Clause 7.2.1 will be replaced with the following clause:
7.2.1 On the 26th of January, 2007 an amount of US$200,000 was paid by
the Purchaser to the Seller. The balance of US$800,000 will be paid as
follows:
7.2.2 a. Upon signing of this Addendum Purchaser shall immediately
effect a payment in the amount of US$4,800,000 of which
US$1,600,000 will be kept in Escrow on an interest bearing
account for credit of the Seller until the dispute regarding the
shareholding is resolved. If payment of US$3,200,000 has not
been realized in the account of the Seller by close of business
15 May 2007 then the agreement shall terminate and all prior
payments made by Purchaser shall be forfeited.
b. The balance purchase price of US$4,000,00 on date of issuing
of a new order mining right a contemplated in the MRPDA 20/2002,
but in any event, no later than 15 May 2008.
A new clause to be added to the existed agreement:
The parties hereby agree that the dispute regarding the shareholding in
Vanadium and Magnetite Exploration and Development (Pty) Ltd between
the Seller and Corridor Mining must be resolved as soon as possible,
and Pinnacle will use their best endeavors to resolve this matter. The
Seller must present the Purchaser with a document confirming the
shareholding either from CMR or an order from a court of competent
jurisdiction having the same effect. Up until this matter is resolved
between the parties the Purchaser will regard the shareholding of the
Seller as 66/6% and the purchase consideration will be adjusted
accordingly until certified otherwise.
All the existing clauses to the Agreement mentioned above will stay in
full force and effect, and can only be amended by consensus and in
writing between the parties.
SIGNED ON THIS 7th DAY OF MAY AT PARKER, COLORADO, USA.
WITNESSES:
/s/Xxxx X. Xxxxxx 1. B Xx Xxxxxx
PINNACLE RESOURCES INC. 2. X.X. Xxxxxxxxxx
SIGNED ON THIS 7th DAY OF MAY AT PRESTORIA 2007
WITNESSES:
/s/ 1.
GOLDEN FALLS TRADING 565 2.
(PROPRIETARY) LIMITED
