STOCK PURCHASE AGREEMENT
Exhibit
99.1
EXECUTION
VERSION
STOCK
PURCHASE AGREEMENT, made and entered into as of November 19, 2009 (the
“Agreement”), by and between Xxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx,
husband and wife residents of Provo, Utah (collectively referred to as the
“Seller”), and Oxbridge Bank & Trust SCC, a Barbados segregated cell company
(the “Purchaser”).
WITNESSETH:
WHEREAS,
the Seller owns an aggregate of 3,258,940 issued and outstanding shares of
common stock, no par value per share (the “Common Stock”), of
Richmont Mines Inc. (the “Company”),
WHEREAS,
the Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase, all upon the terms and subject to the conditions set forth in this
Agreement, 2,230,000 shares (the “Shares”) of Common
Stock.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties herein contained, the parties hereby agree as
follows:
1. Sale and Purchase of
Shares. At the Closing, upon the terms and subject to the
conditions contained in this Agreement, Seller shall sell to Purchaser and
Purchaser shall purchase from Seller all right, title and interest in and to the
Shares (including any and all voting rights associated therewith) for an
aggregate purchase price (the “Purchase Price”) of
Seven Million, Eight Hundred Five Thousand Dollars
(US$7,805,000.00);
2. Form of Payment. On
the Closing Date (as defined below), (i) the Purchaser shall pay the Purchase
Price by wire transfer of immediately available funds to the Seller in
accordance with the Seller’s written wiring instructions and (ii) the Seller
shall deliver the Shares through DWAC to the account of Purchaser, against
delivery of the Purchase Price.
3. Closing and Closing
Date. The completion of the purchase and sale of the Shares
(the “Closing”) shall occur as
soon as practicable after the satisfaction or waiver of all conditions or
obligations of the Purchaser and the Seller on a date (the “Closing Date”) no later than November
20, 2009 and at a time no later than 8:00 P.M. (Eastern time). The Closing shall
take place at the offices of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
at Park Avenue Tower, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the
Closing Date, or at such other place and time as the parties shall mutually
agree. At the Closing, the parties shall effect the deliveries required by
Section 2 above.
4. Representations and
Warranties of the Seller. The Seller represents and warrants
to the Purchaser as follows:
4.1 Ownership of
Shares. The Shares are solely owned by the Seller, validly
issued, fully paid and non-assessable and are free and clear of any items and
all liens, encumbrances, claims, charges and assessments and subject to no
options, agreements, or restrictions with respect to transferability other than
restrictions imposed by applicable state or federal securities
laws.
4.2 Authorization. The
Seller has all requisite power, legal capacity and authority to enter into this
Agreement and to assume and perform its obligations hereunder. This
Agreement when duly executed and delivered by the Seller will constitute a
legal, valid and binding obligation of the Seller, enforceable against it in
accordance with its terms. There are no options, warrants or similar rights of
any person to acquire any of the Shares and there are no actions, suits or
proceedings, pending or threatened, involving the ownership by the Seller of the
Shares. The transfer of the Shares by the Seller does not violate any agreement,
governmental statute, rule or regulation by which the Seller is bound or any
order, writ, judgment, injunction, decree, determination or award which has been
entered against the Seller. The Seller has not engaged in a general solicitation
with respect to the transfer of the Shares.
4.3 Approvals and
Consents. No action, approval, consent or authorization,
including, but not limited to, any action, approval, consent or authorization by
any governmental or quasi-governmental agency, commission, board, bureau, or
instrumentality is necessary or required as to the Seller in order to constitute
this Agreement as a valid, binding and enforceable obligation of the Seller in
accordance with its terms. Seller makes no representation or warranty as to
whether the consent or approval of the Company or its transfer agent will be
required in order to effect the transfer of the Shares.
4.4 Filings. The
Seller acknowledges that it is solely responsible for making any necessary
filings applicable to it under and otherwise complying with Section 13 and 16 of
the Securities Exchange Act of 1934, as amended, and other applicable law. The
Seller warrants that the information provided to the Purchaser is true and
correct as of the date hereof, and the Seller agrees to advise the Purchaser,
prior to the execution of this Agreement, of any material change in any such
information.
5. Representations and
Warranties of Purchaser. Purchaser hereby represents and
warrants to Sellers and Broker as follows:
5.1 Authorization. Purchaser
has all requisite corporate power and authority to execute, deliver and perform
this Agreement and the transactions contemplated hereby, and the execution,
delivery and performance by Purchaser of this Agreement has been duly authorized
by all requisite action by Purchaser and this Agreement, when executed and
delivered by Purchaser, constitutes a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
5.2 Investment Representations. Purchaser
hereby represents and warrants to each Seller as follows:
(i) Available
Information. Purchaser acknowledges that it is familiar with,
and has adequate access to information regarding, the business, management,
operations, financial condition and affairs of the Company and is therefore able
to evaluate the merits and risks of a purchase of the Shares and is not relying
on any information provided by the Seller.
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(ii) Approvals and
Consents. The Board of Directors of the Purchaser has ratified
the purchase of the Shares in accordance with the terms of this Agreement.
Except as disclosed in the preceding sentence, no action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to Purchaser in
order to constitute this Agreement as a valid, binding and enforceable
obligation of Purchaser in accordance with its terms.
(iii) Restricted
Securities. Purchaser understands and agrees that the Shares
may constitute “Control Securities” in the hands of the Seller, and when
acquired by the Purchaser pursuant to the Agreement, the Shares will be
restricted within the meaning of the Securities Act, and may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act or an exemption therefrom.
(iv) Investment. The
Shares to be acquired by Purchaser will be acquired for investment purposes only
for Purchaser’s own account, not as a nominee or agent, and not with a view to
the resale or distribution thereof.
(v) Accredited
Investor. Purchaser is an “Accredited Investor” as that term
is defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”). Purchaser is able to bear the economic
risk of the purchase of the Shares pursuant to the terms of this Agreement,
including a complete loss of Purchaser’s investment in the Shares.
(vi) No Representation. Purchaser confirms
that neither Seller nor any agent or affiliate of Seller has made any
representation or warranty to Purchaser about the Company or the Shares other
than those set forth in this Agreement, and that Purchaser has not relied upon
any other representation or warranty, express or implied, in purchasing the
Shares.
5.3 Filings. Purchaser
acknowledges that it is solely responsible for making any necessary filings
applicable to it under and otherwise complying with Section 13 and 16 of the
Securities Exchange Act of 1934, as amended, and other applicable
law.
Purchaser
warrants that the information provided to Sellers is true and correct as of the
date hereof, and Purchaser agrees to advise the Seller, prior to the execution
of this Agreement, of any material change in any such information.
6. Indemnification. The
Seller, on the one hand, and Purchaser, on the other hand, each agrees to
indemnify and hold the other harmless from and against any loss, damage,
liability, penalty or expense (including amounts paid in settlement and
reasonable attorneys’ fees and expenses) resulting, either directly or
indirectly, from any breach of the representations, warranties, covenants or
agreements of such party contained in this Agreement or any other document or
certificate delivered pursuant hereto or thereto or in connection herewith or
therewith; provided that in no event shall the amount for which the Seller or
Purchaser shall be liable to the other, as indemnification, exceed the Purchase
Price, together with the costs incurred by Purchaser or the Seller,
respectively, to enforce this indemnification.
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7. General
Provisions.
7.1 Entire
Agreement. This Agreement contains the entire understanding of
the parties hereto with respect to the matters covered herein and, except as
specifically set forth herein, neither the Seller nor any Purchaser makes any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with
enforcement.
7.2 Headings. The
headings of this Agreement are for convenience of reference only and shall not
form part of, or affect the interpretation of, this Agreement. 7.3 Waiver. Any
term or condition of this Agreement may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition. No waiver by any party of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this Agreement or
by law or otherwise afforded, shall be cumulative and not
alternative.
7.3
Waiver. Any term or
condition of this Agreement may be waived at any time by the party that is
entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition. No waiver by any party of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this Agreement or
by law or otherwise afforded, shall be cumulative and not
alternative.
7.4 Governing
Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York without regard to the
principles of conflict of laws. The parties hereto hereby submit to the
exclusive jurisdiction of the United States federal courts located in the city
of New York with respect to any dispute arising under this Agreement, the
agreements entered into in connection herewith or the transactions contemplated
hereby or thereby.
7.5 Binding Effect;
Assignment. This Agreement and the various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon
the Seller and the Purchaser and their respective successors and
assigns.
7.6 Severability. If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
7.7 Notices. Any
notices required or permitted to be given under the terms of this Agreement
shall be sent by certified or registered mail (return receipt requested) or
delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five (5) days after being placed
in the mail, or upon receipt, if delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile, in each case addressed
to a party. The addresses for such communications shall be:
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If to the
Seller:
Xxxxxx X.
Xxxxxxxx
000 Xxxx
0000 Xxxxx
Xxxxx,
Xxxx 00000
with a
copy to:
Xxxxxx
& XxXxxxxx
00 X.
Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx
Xxxx, Xxxx 00000
Facsimile:
(000) 000-0000
Attn:
Xxxxx X. Xxxxxxx
If to
Purchaser:
Oxbridge
Bank & Trust SCC
Attn:
Xxxx Xxxxxxxx
Oxbridge
Private Bank Inc.
Xxxxxx
Xxxxx, Xxxxxxxx 0, Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxx, Xx. Xxxxxxx, Barbados
Facsimile:
(000) 000-0000
with a
copy to:
Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park
Avenue Tower
00 Xxxx
00xx Xxxxxx
Xxx Xxxx,
XX 00000
Facsimile:
(000) 000-0000
Attention:
Xxxxxx X. Xxxxxxxx, Esq.
Each
party shall provide notice to the other party of any change in
address.
7.8 Counterparts; Signatures by
Facsimile. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this
Agreement.
7.9 Expenses. Each
party hereto shall pay its own expenses incurred in the preparation, negotiation
and execution of this Agreement and the consummation of the transactions
contemplated hereby and thereby, including without limitation expenses for legal
and accounting services.
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7.10 No Strict
Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first above written.
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SELLER:
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/s/
Xxxxxx X. Xxxxxxxx
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XXXXXX
X. XXXXXXXX
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/s/
Xxxxxxxx X. Xxxxxxxx
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XXXXXXXX
X. XXXXXXXX
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PURCHASER:
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OXBRIDGE
BANK & TRUST SCC
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Director
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