ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 26th day of August,
1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").
RECITALS
SED has certain licenses as described in Exhibit A hereto (the "Licenses")
and various properties, rights and liabilities listed in Exhibit B hereto (the
"Rights"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Licenses and
to the Rights to writing in this document and to be bound by the terms and
conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. ACQUISITION. SED the owner of the Licenses and the holder of the
Rights. It is the intention of the parties hereto and by this
Agreement that the Acquiror acquire the Licenses and all of SED's
interests in and to the Rights in exchange for the sum of 5,000,000
in common shares of the Acquiror's restricted Common Stock to be paid
by Acquiror to SED and the assumption of certain defined debt and
liabilities of SED as set forth in Exhibit C hereto.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and SED agree to use their
best efforts to permit Acquiror to acquire full and unencumbered title
to the Licenses and the Rights as of the Closing Date or thereafter,
as may be necessary.
3. ACQUISITION OF RIGHTS. By this Agreement and as of the Closing
Date, SED hereby transfers, assigns and delivers all of its rights,
title, and interest, of whatever nature, in and to the Rights. This
transfer, assignment, and delivery includes all rights to receive
distributions on the Rights. The Acquiror may take immediate
possession and utilize the Rights as of the Closing Date.
4. REPRESENTATIONS OF SED. SED hereby represents and warrants that,
with respect to the Licenses and the Rights to be transferred,
effective this date and the Closing Date, the representations listed
below are true and correct, to the best of its knowledge, information
and belief. Said representations are meant and intended by all parties
to apply to the Licenses and the Rights.
(a) SED is the sole owner of the Licenses and the Rights and has the
unqualified right to transfer and dispose of the Licenses and the
Rights as of the Closing Date.
(b) There are no liabilities, either fixed or contingent against the
Licenses or the Rights not reflected in Exhibit D hereto other
than contracts or obligations in the ordinary and usual course of
business; and no such contracts or obligations in the usual
course of business constitute liens or other liabilities which,
if disclosed, would alter substantially the financial condition
of the Licenses or the Rights, unless disclosed in Exhibit D
hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Licenses or in the financial position of the
Rights, except changes arising in the ordinary course of
business, which changes will in no event adversely affect the
financial position of said Licenses or Rights.
(d) To the best of SED's knowledge, information and belief, neither
the Licenses nor the Rights is involved in any pending litigation
or governmental investigation or proceeding not reflected in
Exhibit D or otherwise disclosed in writing to Acquiror and, to
the best knowledge of SED, no litigation, claims, assessments, or
governmental investigation or proceeding is otherwise threatened
against the Licenses or the Rights.
(e) Except as disclosed on any Exhibit, SED has not breached any
agreement to which it is a party which relates to the Licenses or
the Rights.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which SED is a
party and has been duly authorized by all appropriate and
necessary action.
(g) At the date of this Agreement, SED has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all
events, conditions and facts materially affecting the business
and prospects of Licenses and the Rights. SED has not now and
will not have, at the Closing Date, withheld knowledge of any
such events, conditions, and facts which each knows, or has
reasonable grounds to know, may materially affect, directly or
indirectly, the business and prospects of the Licenses or the
Rights.
5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and
warrants as follows:
(a) The officers of Acquiror 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.
(b) As of the Closing Date and date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Colorado; it has the corporate power to own the
Licenses and the Rights and to carry on its business as now being
conducted and is duly qualified to do business in any
jurisdiction where so required.
6. CLOSING DATE. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon but is
expected to be August 26, 1996. This Agreement is executed by the
parties and effective as of the date hereof.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SED. All obligations
of SED under this Agreement are subject to the fulfillment, prior to
or as of the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to SED pursuant to the provisions hereof shall be true
in all material respects at and as of the time of Closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on
the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction
and such other reasonable matters as requested by SED as
pertaining to this transaction. The Directors of Acquiror shall
have resigned and shall designate new Directors as proposed by
SED.
(d) All instruments and documents delivered to SED pursuant to the
provisions hereof shall be reasonably satisfactory to SED.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
obligations of the Acquiror under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each
of the following conditions:
(a) The representations and warranties by SED contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) SED shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(c) SED shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are
being acquired for investment purposes, and not with a view to
resale.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each party
to this Agreement, 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 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.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for two years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the Closing
of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty,
agreement,
promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) SED will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by SED's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of
this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to SED:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. 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 the Licenses or
any Rights 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, to the following:
KNIGHT NATURAL GAS, INC.
0000 Xxxxxxxxx Xxxxx Xxxx
Xxxxx 000, Xxxxxxxxx, XX 00000
SEDCORE EXPLORATION COMPANY LIMITED, INC.
Tower I, Suite 300
00000 X. Xxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000
(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.
(g) BINDING EFFECT AND ASSIGNMENT. 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. This Agreement may be assigned by either party;
provided, however, that the appropriate permission has been given
by those governmental entities whose permission may be necessary
to effect the performance of this Agreement.
(h) TIME. Time is of the essence.
(i) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KNIGHT NATURAL GAS, INC.
By: ///Signed///
----------------------------------------
Authorized Officer
SEDCORE EXPLORATION COMPANY LIMITED
By: ///Signed///
-----------------------------------------
Authorized Officer
EXHIBIT A
LICENSE LIST
1. Assignment of Sedcore's rights to undertake gold exploration in the Butre
River area in the Western Region of Ghana under a license owned by Ahanta Mining
Company Limited.
2. Assignment of Sedcore's agreement with Esikaman Mining Company Limited to
conduct a reconnaissance in a licensed area located in the Wassa Amanfi district
of the Republic of Ghana.
EXHIBIT B
PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:
EXHIBIT C
LIST OF DEBT AND LIABILITIES TO BE ASSUMED
All Current Liabilities as Listed on the Balance Sheet of Sedcore
Exploration Company Limited as of June 30, 1996.
EXHIBIT D
LIABILITIES AND CONTINGENCIES
None
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 27th day of August,
1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").
RECITALS
SED has certain licenses as described in Exhibit A hereto (the "Licenses"),
which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Licenses to
writing in this document and to be bound by the terms and conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. ACQUISITION. SED the owner of the Licenses. It is the intention
of the parties hereto and by this Agreement that the Acquiror acquire
the Licenses in exchange for the sum of 8,500,000 in common shares of
the Acquiror's restricted Common Stock to be paid by Acquiror to SED.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and SED agree to use their
best efforts to permit Acquiror to acquire full and unencumbered title
to the Licenses as of the Closing Date or thereafter, as may be
necessary.
3. ACQUISITION OF LICENSES. By this Agreement and as of the Closing
Date, SED hereby transfers, assigns and delivers all of its rights,
title, and interest, of whatever nature, in and to the Licenses. This
transfer, assignment, and delivery includes all rights to receive
distributions on the Licenses. The Acquiror may take immediate
possession and utilize the Licenses as of the Closing Date.
4. REPRESENTATIONS OF SED. SED hereby represents and warrants that,
with respect to the Licenses to be transferred, effective this date
and the Closing Date, the representations listed below are true and
correct, to the best of its knowledge, information and belief. Said
representations are meant and intended by all parties to apply to the
Licenses.
(a) SED is the sole owner of the Licenses and has the unqualified
right to transfer and dispose of the Licenses as of the Closing
Date.
(b) There are no liabilities, either fixed or contingent against the
Licenses not reflected in Exhibit B hereto other than contracts
or obligations in the ordinary and usual course of business; and
no such contracts or obligations in the usual course of business
constitute liens or other liabilities which, if disclosed, would
alter substantially the financial condition of the Licenses,
unless disclosed in Exhibit B hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Licenses, except changes arising in the ordinary
course of business, which changes will in no event adversely
affect the financial position of said Licenses.
(d) To the best of SED's knowledge, information and belief, the
Licenses are not involved in any pending litigation or
governmental investigation or proceeding not reflected in Exhibit
B or otherwise disclosed in writing to Acquiror and, to the best
knowledge of SED, no litigation, claims, assessments, or
governmental investigation or proceeding is otherwise threatened
against the Licenses.
(e) Except as disclosed on any Exhibit, SED has not breached any
agreement to which it is a party which relates to the Licenses.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which SED is a
party and has been duly authorized by all appropriate and
necessary action.
(g) At the date of this Agreement, SED has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all
events, conditions and facts materially affecting the business
and prospects of Licenses. SED has not now and will not have, at
the Closing Date, withheld knowledge of any such events,
conditions, and facts which each knows, or has reasonable grounds
to know, may materially affect, directly or indirectly, the
business and prospects of the Licenses.
5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and
warrants as follows:
(a) The officers of Acquiror 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.
(b) As of the Closing Date and date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Colorado; it has the corporate power to own the
Licenses and to carry on its business as now
being conducted and is duly qualified to do business in any
jurisdiction where so required.
6. CLOSING DATE. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon but is
expected to be August 27, 1996. This Agreement is executed by the
parties and effective as of the date hereof.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SED. All obligations
of SED under this Agreement are subject to the fulfillment, prior to
or as of the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to SED pursuant to the provisions hereof shall be true
in all material respects at and as of the time of Closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on
the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction
and such other reasonable matters as requested by SED as
pertaining to this transaction. The Directors of Acquiror shall
have resigned and shall designate new Directors as proposed by
SED.
(d) All instruments and documents delivered to SED pursuant to the
provisions hereof shall be reasonably satisfactory to SED.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
obligations of the Acquiror under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each
of the following conditions:
(a) The representations and warranties by SED contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) SED shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(c) SED shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are
being acquired for investment purposes, and not with a view to
resale.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each party
to this Agreement, 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 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.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for two years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the Closing
of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) SED will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by SED's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of
this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to SED:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. 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 the Licenses
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, to the following:
KNIGHT NATURAL GAS, INC.
0000 Xxxxxxxxx Xxxxx Xxxx
Xxxxx 000, Xxxxxxxxx, XX 00000
SEDCORE EXPLORATION COMPANY LIMITED, INC.
Suite 100
00000 X. Xxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000
(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.
(g) BINDING EFFECT AND ASSIGNMENT. 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. This Agreement may be assigned by either party;
provided, however, that the appropriate permission has been given
by those governmental entities whose permission may be necessary
to effect the performance of this Agreement.
(h) TIME. Time is of the essence.
(i) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
KNIGHT NATURAL GAS, INC.
By: ///Signed///
--------------------------------------
Authorized Officer
SEDCORE EXPLORATION COMPANY LIMITED
By: ///Signed///
--------------------------------------
Authorized Officer
EXHIBIT A
LICENSE LIST
Four concessions in Ghana, denominated as the Saouga, Diebougou, Pissila, and
Dekaya gold properties
EXHIBIT B
LIABILITIES AND CONTINGENCIES
None
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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