Exhibit 4.1
THIS AGREEMENT is made as of December
9, 2003
BETWEEN:
| |
XXXXXX
X. XXXXXX, professional geologist, of 00000 Xxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0 and |
| |
XXXXXXXXX
XXXXX XXXXXXX, mining engineer, of 2A de Fresnos 728, Xxxxxx Campestre, Xxxxxxxx xx
Xxxxxxxxx, Xxx, Xxxxxx, 00000 |
(the “Vendors”)
AND:
| |
GREAT
PANTHER RESOURCES LIMITED, a company continued under the laws of the Yukon Territory, with
an office at Suite 2100, 1177 West Hastings Street, Vancouver, British Columbia, Canada,
V6E 2K3 |
(the
“Purchaser”)
WHEREAS:
| A. |
The Vendors are the legal and beneficial owners of 50,000 common shares in the
capital of Minera Mexicana El Xxxxxxx, X.X. de C.V., a company incorporated
under the laws of the United Mexican States, such shares being all the issued
and outstanding shares in the capital of the Company; and |
| B. |
The Vendors have each agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Vendors all of the Vendors’ respective legal
and beneficial interests in the shares in the capital of the Company on the
terms and conditions as hereinafter set forth. |
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of one Canadian dollar and the premises and mutual
agreements and covenants herein contained (the receipt and adequacy of such consideration
being mutually acknowledged by each party), the parties covenant and agree as follows:
2
1. Interpretation
1.1 Definitions
In this Agreement the following words
and phrases shall have the following meanings:
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(a) |
“Agreement” means this agreement and all amendments made hereto by
written agreement between the Vendors and the Purchaser. |
| |
(b) |
“Business” means the acquisition, exploration, development and
commercialization of natural resource properties and interests therein. |
| |
(c) |
“Closing Date” means February 3, 2004 or such earlier or later date as
may be mutually agreed upon in writing by the parties. |
| |
(d) |
“Company” means Minera Mexicana El Xxxxxxx, X.X de C.V., of Arizona
2055, Col. Las Aguilas, Chihuahua, Chih, Mexico C.P. 31250 |
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(e) |
“Exchange” means the TSX Venture Exchange, a wholly owned subsidiary
of the Toronto Stock Exchange. |
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(f) |
“Letters of Intent” means the letters of intent listed in Schedule A. |
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(g) |
“Purchaser’s Closing Certificate” means the instrument in the
form attached as Schedule B to be executed and delivered by the Purchaser to the
Vendors under Section 6.1. |
| |
(h) |
“Purchase Price” means CDN$50,000 and 2,250,000 common shares in the
capital of the Purchaser. |
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(i) |
“Purchaser Shares” means the 2,250,000 common shares in the capital of
the Purchaser to be issued and delivered to the Vendors, each as to 1,125,000
shares, in part payment of the Purchase Price. |
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(j) |
“Shares” means the 50,000 common shares in the capital of the Company
owned by the Vendors. |
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(k) |
“Time of Closing” means 11:00 am, Vancouver time, on the Closing Date. |
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(l) |
“Vendors’ Closing Certificate” means the instrument in the form
attached as Schedule C to be executed and delivered by the Vendors to the
Purchaser under Section 7.1. |
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1.2 Headings
The division of this Agreement into
Articles and sections and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The term
“this Agreement”, “hereof”, “hereunder” and similar
expressions refer to this Agreement and not to any particular article, section or other
portion hereof and include any agreement supplemental hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to articles and
sections are to articles and sections of this Agreement.
1.3 Extended Meanings
In this Agreement words importing the
singular number only shall include the plural and vice-versa, wordings importing the
masculine gender shall include the feminine and neuter genders and vice-versa and words
importing persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and companies.
2. Schedules
The following schedules are attached
to and incorporated in this Agreement by reference and deemed to be part of this
Agreement:
Schedule
A – Letters of Intent
Schedule B
– Purchaser’s Closing Certificate
Schedule
C – Vendors’ Closing Certificate
3. Purchase and Sale
3.1 Purchased Shares
Subject to the terms and conditions
of this Agreement and based on the representations and warranties of the Vendors set forth
in this Agreement, on the Closing Date the Vendors will sell, assign and transfer to the
Purchaser and the Purchaser will purchase from the Vendor all (but not less than all) of
the Shares and the Purchaser will pay and deliver to the Vendors the Purchase Price.
3.2 Adjustment
If before the Closing Date the
Purchaser subdivides, consolidates, reclassifies or otherwise reorganizes the common
shares in its capital (collectively the “reorganization”), then the number and
class of shares of the Purchaser which shall be delivered to the Vendors as Purchaser
Shares will be adjusted so that the Vendors will receive the same portion of the equity
capital of the Purchaser after the reorganization as the Vendors would have received
before the reorganization.
4. Vendors’
Representations and Warranties
In order to induce the Purchaser to
enter into and consummate this Agreement, the Vendors represent and warrant to the
Purchaser as follows:
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4.1 Corporate and Share
Representations
| |
(a) |
The Company is a company duly incorporated, organized and subsisting under the
laws of the United Mexican States and is duly registered at the corporate
registry with jurisdiction in the city of Chihuahua, State of Chihuahua under
registration number 45, Folio 82, Volume 62, Book First dated July 23, 1988 and
is in good standing with respect to the filing of all necessary returns. |
| |
(b) |
The
Company has the corporate power to own the assets owned by it and to carry on
the Business. |
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(c) |
The authorized capital of the Company consists of 50,000 common shares, all of
which are issued and outstanding. |
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(d) |
The Shares are validly issued and outstanding as fully paid and non-assessable
shares in the capital of the Company. |
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(e) |
The Vendors own the Shares as legal and beneficial owners, free and clear of all
liens, claims, charges and encumbrances. |
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(f) |
The Vendors have due and sufficient right and authority to enter into this
Agreement on the terms and conditions set forth in this Agreement and to
transfer the legal and beneficial title and ownership of the Shares to the
Purchaser, free and clear of all liens, claims, charges and encumbrances. |
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(g) |
No person, firm or corporation has any agreement or option or any right capable
at any time of becoming an agreement to: |
| |
(i) |
purchase or otherwise acquire the Shares or any of the unissued shares in the
capital of the Company; or |
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(ii) |
require the Vendors to sell, transfer, assign, pledge, charge, mortgage or in
any other way dispose of or encumber any of the Shares other than under this
Agreement. |
4.2 Financial
Representations
| |
(a) |
The Company has no liabilities, contingent or otherwise, and the Company has not
guaranteed, or agreed to guarantee, any debt, liability or other obligation of
any person, firm or corporation. |
| |
(b) |
The Company is not indebted to the Vendors or any affiliate, director, officer
or employee of the Company. |
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(c) |
Neither the Vendors nor any affiliate, officer, director or employee of the
Company is now indebted or under obligation to the Company on any account. |
5
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(d) |
No dividend or other distribution on any shares in the capital of the Company
has been made, declared or authorized and the Company has neither purchased nor
redeemed nor agreed to purchase or redeem any of its shares. |
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(e) |
No payment of any kind has been made or authorized by the Company to or on
behalf of the Vendors or to or on behalf of officers, directors or shareholders
of the Company. The Company has not paid or agreed to pay any compensation,
pension, bonus, share of profits or other benefits to, or for the benefit of,
any employee, director or officer of the Company. |
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(f) |
There has not been any material adverse change in the affairs, business,
prospects, operations or condition of the Company, financial or otherwise, or
any damage, loss or other material adverse change in circumstances affecting the
affairs, business, prospects, operations or condition of the Company. |
4.3 Contractual
Representations
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(a) |
The Letters of Intent are all in good standing and in full force and effect and
the Vendors are not aware of any default by the Company or any other party to
any of the Letters of Intent. |
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(b) |
The Company is not party to any other material contract, agreement, undertaking
or arrangement, whether oral or written or implied, other than the Letters of
Intent. |
4.4 General
Representations
| |
(a) |
There is no basis for and there is no action, suit, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors,
threatened against or affecting the Company. |
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(b) |
The Company is not in breach of any law, ordinance, statute, regulation, bylaw,
order, decree, covenant, restriction, plan or permit to which it is subject or
which applies to it. |
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(c) |
The Company carries on business only in Mexico and it does not carry on business
in any other country. (d) The Company has not experienced, nor is it or the
Vendors aware of any occurrence or event which has had, or might reasonably be
expected to have, a materially adverse effect on the Business or the results of
its operations. |
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(e) |
Neither the making of this Agreement, the completion of the transactions
contemplated by it, nor the performance of or compliance with its terms will
violate the constating documents of the Company or any agreement to which the
Vendors or the Company are a party and will not give any person or company any
right to terminate or cancel any agreement or any right enjoyed by the Company
and will not result in the creation or imposition of any claim, encumbrance,
charge or restriction of any nature in favour of a third party upon or against
the assets of the Company or the Shares or the violation of any law or
regulation or any order or decree of any court or tribunal to which the Vendors
or the Company is subject which could materially affect the business or the
Company or prevent the due and valid transfer of the Shares as provided in this
Agreement. |
6
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(f) |
The Company does not own, directly or indirectly, any shares or interests in any
other company or firm. |
5. Purchaser’s
Representations and Warranties
5.1 The Purchaser
represents and warrants that:
| |
(a) |
the Purchaser is a company duly organized and subsisting under the
Business Corporations Act (Yukon), and is in good standing with
respect to the filing of annual reports with the Office of the Registrar of
Corporations of Yukon Territory; |
| |
(b) |
neither the making of this Agreement, the completion of the transactions
contemplated by it, nor the performance of or compliance with its terms will
violate the Articles and Bylaws of the Purchaser or any agreement to which the
Purchaser is a party; |
| |
(c) |
the Purchaser has due and sufficient right, power and authority to enter into
this Agreement on the terms and conditions set forth in this Agreement and to
perform its obligations under this Agreement; |
| |
(d) |
the Purchaser is a “reporting issuer” as defined in the Securities
Act (British Columbia) and is not in default of any requirements of the
Securities Act (British Columbia) or its Regulations. The common shares
of the Purchaser are listed and posted for trading on the Exchange. No orders
ceasing or suspending trading in securities of the Purchaser nor prohibiting the
sale of such securities has been issued to the Purchaser or its directors or
officers and, to the knowledge of the Purchaser, no investigations or
proceedings for such purposes are pending or threatened. |
6.Purchaser’s
Conditions of Closing
6.1 The obligations of the Purchaser
under this Agreement are subject to the following conditions for the exclusive benefit of
the Purchaser being fulfilled in all material respects in the reasonable opinion of the
Purchaser at the Time of Closing or waived by the Purchaser at or before the Time of
Closing or agreed by the Vendors and the Purchaser to be indemnified for by the Vendors:
| |
(a) |
the representations and warranties of the Vendors contained in this Agreement
will be true and correct on and as of the Closing Date; |
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(b) |
the Vendors will have complied with all terms, covenants and agreements in this
Agreement agreed to be performed or caused to be performed by them on or before
the Closing Date; |
| |
(c) |
no action or proceeding against the Company or the Vendors will be pending or
threatened by any person, company, firm, governmental authority, regulatory body
or agency to enjoin or prohibit: |
| |
(i) |
the purchase and sale of the Shares contemplated by this Agreement or the right
of the Purchaser to own the Shares; or |
7
| |
(ii) |
the
right of the Company to conduct its operations and carry on its business in the
ordinary course; |
| |
(d) |
the Vendors will tender to the Purchaser the Vendors’ Closing Certificate
signed by the Vendors certifying the truth and correctness at the Closing of the
representations and warranties of the Vendors contained in Article 4, the
performance of all covenants and agreements of the Vendors and that the
condition described in subsection 6.1(c) does not exist at the Closing Date; |
| |
(e) |
the Vendors will have executed releases, in a form satisfactory to the
Purchaser, releasing the Company from any and all possible claims against the
Company arising from any act, matter or thing arising at or before the Time of
Closing; |
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(f) |
all necessary steps and proceedings will have been taken to permit the Shares to
be duly and regularly transferred to and registered in the name of the
Purchaser. |
6.2 If any of the conditions in
section 6.1 are not fulfilled or waived or indemnified for, the Purchaser on the Closing
Date may rescind this Agreement by notice in writing to the Vendors. In such event the
Purchaser shall be released from all obligations under this Agreement, and the Vendors
will also be released unless the Vendors were reasonably capable of causing such condition
or conditions to be fulfilled or the Vendors have breached any of their representations,
warranties, covenants or agreements under this Agreement.
6.3 The conditions in section 6.1 may
be waived in whole or in part without prejudice to any right of rescission or any other
right in the event of the non-fulfillment of any other condition or conditions. A waiver
will be binding only if it is in writing.
6.4 The Vendors will deliver to the
Purchaser at the Time of Closing an opinion of the Vendors’ counsel, addressed to the
Purchaser, in form satisfactory to the Purchaser, that:
| |
(a) |
the
Company is duly incorporated, organized and validly existing under the laws of Mexico,
and is in good
standing with respect to the filing of required annual returns; |
| |
(b) |
the number of authorized and issued shares in the capital of the Company is as
warranted by the Vendors and the Shares are duly authorized, validly issued and
outstanding as fully paid and non-assessable; and |
| |
(c) |
all necessary steps and corporate proceedings have been taken to permit the
Shares to be duly and validly transferred to and registered in the name of the
Purchaser. |
7.Vendors’ Conditions
of Closing
7.1 The obligations of the Vendors
under this Agreement are subject to the following conditions for the exclusive benefit of
the Vendors being fulfilled in all material respects in the reasonable opinion of the
Vendors at the Time of Closing or waived by the Vendors at or before the Time of Closing
or agreed by the Purchaser and the Vendors to be indemnified for by the Purchaser:
8
| |
(a) |
the representations and warranties of the Purchaser contained in this Agreement
will be true and correct on and as of the Closing Date; |
| |
(b) |
the Purchaser will have complied with all terms, covenants and agreements in
this Agreement agreed to be performed or caused to be performed by it on or
before the Closing Date; |
| |
(c) |
no action or proceeding against the Purchaser will be pending or threatened by
any person, company, firm, governmental authority, regulatory body or agency to
enjoin or prohibit: |
| |
(i) |
the purchase and sale of the Shares contemplated by this Agreement or the right
of the Purchaser to own the Shares; or |
| |
(ii) |
the
right of the Company to conduct its operations and carry on its business in the
ordinary course; and |
| |
(d) |
The Purchaser will tender to the Vendors the Purchaser’s Closing
Certificate signed by an officer of the Purchaser certifying the truth and
correctness at the Closing Date of the representations and warranties of the
Purchaser contained in Article 5, the performance of all covenants and
agreements of the Purchaser, and the condition described in subsection 7.1(c)
does not exist as at the Closing Date. |
7.2 If any of the conditions in
section 7.1 are not fulfilled or waived or indemnified for, the Vendors on the Closing
date may rescind this Agreement by notice in writing to the Purchaser. In such event, the
Vendors shall be released from all obligations under this Agreement, and the Purchaser
will also be released unless the Purchaser was reasonably capable of causing such
condition or conditions to be fulfilled or the Purchaser has breached any of its
representations, warranties, covenants or agreements in this Agreement.
7.3 The conditions in section 7.1 may
be waived in whole or in part without prejudice to any right of rescission or any other
right in the event of non-fulfillment of any other condition or conditions. A waiver will
be binding only if it is in writing.
8. Closing Arrangements
8.1 Closing Location
The closing of the purchase and sale
contemplated by this Agreement (the “Closing”) will take place at the Time of
Closing on the Closing Date at the offices of the Purchaser.
8.2 Vendor’s
Closing Documents
At the Closing, the Vendors will
tender to the Purchaser:
| |
(a) |
resignations in writing as directors, but not as officers, of the Company; |
9
| |
(b) |
releases releasing the Company from any and all possible claims against the
Company arising from any act, matter or thing arising at or before the Closing
Date; |
| |
(c) |
certified copies of resolutions of the directors of the Company in form
satisfactory to the Purchaser, acting reasonably, authorizing the transfer of
the Shares to, and registration of the Shares in the name of the Purchaser and
issue of new share certificates representing the Shares in the name of the
Purchaser; |
| |
(d) |
share certificates in the name of the Vendors representing the Shares duly
endorsed for transfer and duly executed share certificates representing the
Shares in the name of the Purchaser; |
| |
(e) |
any register of shareholders of the Company recording that the Purchaser is the
holder of all issued and outstanding shares of the Company; |
| |
(f) |
an opinion in the form described in section 6.4; |
| |
(g) |
all corporate records and books of account of the Company including Minute
Books, Share Registers and Annual Reports, and a Certificate of Good Standing;
and |
| |
(h) |
every common seal of the Company. |
8.3 Purchaser’s
Closing Documents
At the Closing, the Purchaser will
tender to the Vendors:
| |
(a) |
a certified copy of a resolution of the directors of the Purchaser in form
satisfactory to the Vendors, acting reasonably, authorizing the execution and
delivery of this Agreement and the purchase of the Shares; |
| |
(b) |
a cheque, payable as the Vendors may direct, for CDN$50,000; and |
| |
(c) |
Certificates representing Purchaser Shares. |
9.General
9.1 Reliance
The Vendors acknowledge and agree
that the Purchaser has entered into this Agreement relying on the representations,
warranties, covenants and agreements and other terms and conditions of this Agreement and
that no information which is now known, which may become known or which could, upon
investigation, have become known to the Purchaser or any of its present or future
officers, directors or professional advisors in any way limits or extinguishes any rights
the Purchaser may have against the Vendors, including without limitation, any right to
indemnity under section 9.3 of this Agreement.
10
9.2 Survival of
Vendors’ Representations
The representations, warranties, covenants
and agreements of the Vendors contained in this Agreement and in any document or
certificate given under this Agreement, will survive the Closing of the transaction
contemplated by this Agreement and remain in full force and effect notwithstanding any
waiver by the Purchaser unless such waiver was made after notice in writing by the Vendors
to the Purchaser setting forth the breach.
9.3 Indemnification by
Vendors
The Vendors covenant and agree to
indemnify and save harmless the Purchaser from any loss, damage, liability, cost or
expense suffered by the Purchaser, directly or indirectly, as a result of or arising out
of any breach of representation, warranty, covenant or agreement of the Vendors contained
in this Agreement, the Vendors’ Closing Certificate or any document or certificate
delivered under this Agreement.
9.4 Survival of
Purchaser’s Representations
The representations, warranties, covenants
and agreements of the Purchaser contained in this Agreement and in any document or
certificate given under this Agreement, will survive the Closing of the transaction
contemplated by this Agreement and remain in full force and effect notwithstanding any
waiver by the Vendors unless such waiver was made after notice in writing by the Purchaser
to the Vendors setting forth the breach.
9.5 Indemnification by
Purchaser
The Purchaser covenants and agrees to
indemnify and save harmless the Vendors from any loss, damage, liability, cost or expense
suffered by the Vendors, directly or indirectly, as a result of or arising out of any
breach of representation, warranty, covenant or agreement of the Purchaser contained in
this Agreement, the Purchaser’s Closing Certificate or any document or certificate
delivered under this Agreement.
9.6 Legal Fees
Each of the parties will bear the
legal fees and disbursements of the respective lawyers and consultants engaged by them
respectively in connection with this Agreement and will not cause or permit any such fees
or disbursements to be charged to the Company before the Closing Date.
9.7 Restriction on
Transfer of Purchaser Shares
| |
(a) |
The Purchaser Shares will be issued under an exemption from the registration and
prospectus requirements contained in the Securities Act (British
Columbia). The certificates representing the Purchaser Shares will have entered
thereon the following legends: |
| |
Unless
permitted under securities legislation, the holder of the securities shall not trade the
securities represented by this certificate before (4 months plus one day from the
issuance date.) |
11
| |
Without
prior written approval of the Exchange and compliance with all applicable securities
legislation, the securities represented by this certificate may not be sold,
transferred, hypothecated or otherwise traded on or through the facilities of the
TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian
resident until (4 months plus one day from the issuance date.) |
| |
(b) |
The parties agree that the Purchaser Shares will be deposited in escrow pursuant
to an escrow agreement, to be executed by the Vendors, the Purchaser and the
escrow agent, on terms and in form and substance acceptable to the Exchange. All
costs and fees of the escrow agent in respect of the escrow agreement shall be
paid by the Purchaser. |
10. Exchange Acceptance
This Agreement and the transactions
contemplated hereby shall be subject to final acceptance for filing by the Exchange in
accordance with the policies of the Exchange. The Purchaser shall file this Agreement and
such other documentation and information as may be necessary or desirable with the
Exchange, requesting final acceptance.
11. Notices
Any notice, direction or other
instrument required or permitted to be given under this Agreement will be in writing and
may be given by mailing the same, postage prepaid, or delivering the same addressed as
follows:
|
|
| To the Vendors:
|
XXXXXX X. XXXXXX
00000 Xxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
|
and
|
XXXXXXXXX XXXXX XXXXXXX
2A de Fresnos 728, Xxxxxx Campestre
Xxxxxxxx xx Xxxxxxxxx, Xxx, Xxxxxx, 00000
|
To the Purchaser:
|
GREAT PANTHER RESOURCES LIMITED
Suite 2100, 1177 West Hastings Street
Vancouver, British Columbia, Canada, V6E 2K3
|
or to such other address as a party
may specify by notice and shall be deemed to have been received, if delivered, on the date
of delivery if it is a business day or otherwise on the next succeeding business day and,
if mailed, on the fifth business day following the posting of the notice except if there
is a postal disruption, in which case all communications shall be delivered.
12. Time of Essence
Time is of the essence of this
Agreement.
13. Further Assurances
Each of the parties will execute and
deliver such further documents and instruments and do such acts and things as may, before
or after the Closing Date, be reasonably required by another party to carry out the intent
and meaning of this Agreement and to assure to the Purchaser the Shares.
12
14. Proper Law
This Agreement will be construed and
enforced in accordance with, and the rights of the parties shall be governed by, the law
of British Columbia, Canada, and the parties submit and attorn to the jurisdiction of the
courts of the province of British Columbia.
15. Entire Agreement
This Agreement contains the whole
agreement between the Vendors and the Purchaser pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations and discussions between
the parties and there are no representations, warranties, covenants, conditions, or other
terms other than expressly contained in this Agreement.
16. Assignment
This Agreement and the
Purchaser’s rights hereunder may be assigned by the Purchaser to another corporation,
upon which assignment that corporation will have the right to acquire the Shares and to
otherwise complete the Agreement provided such other corporation assumes the
Purchaser’s obligations to the Vendors under this Agreement. This Agreement may not
be assigned by the Vendors without the prior written consent of the Purchaser.
17. Benefit and Binding
Nature of This Agreement
This Agreement enures to the benefit
of and is binding upon the parties and their respective successors and permitted assigns.
18. Amendment and Waiver
No modification of or amendment to
this Agreement will be valid or binding unless set forth in writing and duly executed by
both of the parties and no waiver of any breach of any term or provisions of this
Agreement will be effective or binding unless made in writing and signed by the party
purporting to give the same, and unless otherwise provided, it will be limited to the
specific breach waived.
IN WITNESS WHEREOF the parties have
duly executed this Agreement as of the day and year first above written.
Signed, sealed and delivered by Xxxxxx X. Xxxxxx in the )
presence of: )
)
)
/s/ M. Xxxxxxx Xxxxxx ) /s/ Xxxxxx X. Xxxxxx
Witness ) Xxxxxx X. Xxxxxx
13
Signed, sealed and delivered by Xxxxxxxxx Xxxxx Xxxxxxx )
in the presence of: )
)
)
/s/ M. Xxxxxxx Xxxxxx ) /s/ Xxxxxxxxx Xxxxx Xxxxxxx
Witness ) Xxxxxxxxx Xxxxx Xxxxxxx
The Common Seal of GREAT PANTHER RESOURCES LIMITED was )
hereunto fixed in the presence of )
)
)
/s/ Xxxxxxx X. Xxxxx )
Authorized Signatory ) C/S
)
/s/ Xxxxx X. Xxx )
Authorized Signatory )
14
Schedule A
Letters of Intent
| 1. |
Letter of Intent dated October 1, 2003 between Mr. Xxxxxxx Xxxxxxxxx
Xxxxxx and wife, Xxx. Xxxxxxx Xxxxxxx xx Xxxxxxxxx,
represented by Ing. Xxxxxxx Xxxxxxxxx Xxxxxx and Minera Mexicana
El Xxxxxxx, X.X. de C.V., represented by Ing. Xxxxxxxxx Xxxxx Xxxxxxx for
an option to acquire the Santo Nino Mining Claim, being part of the property
known as the San Antonio Property. |
| 2. |
Letter of Intent dated October 24, 2003 between Minera Mexicana El Xxxxxxx, X.X.
de C.V, represented by Xxxxxxxxx Xxxxx Xxxxxxx and Ing. Xxxxxx Xxxxxxx
Xxxxx Xxxxxxxxx and Minera San Xxxxxx de Los Tarros, S.A. de C.V.,
represented by Ing. Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxx for an option to
acquire the Sary, San Taco, Xxxxxxxxx and Xxxxxx Verde mining claims, being part
of the property known as the San Antonio Property. |
| 3. |
Letter of Intent dated August 23, 2003 between Cia. Xxxxxx xx Xxxxxxx y Topia,
S.A. de C.V. and Minera Mexicana El Xxxxxxx, X.X. de C. V. for an option to
acquire the property known as the Topia Mine |
15
Schedule B
Purchaser’s
Closing Certificate
TO: Xxxxxx X. Xxxxxx, P.Xxx. and Ing.
Xxxxxxxxx Xxxxx Xxxxxxx (the “Vendors”)
Great Panther Resources Limited (the
“Purchaser”) hereby certifies that:
| |
(1) |
the representations and warranties set forth in Article 5 of the Share Purchase
Agreement (the “Agreement”) made as of December 9, 2003 between the
Purchaser and the Vendors are true and correct as of the Time of Closing (as
such term is defined in the Agreement) with the same force and effect as if made
at and as of the Time of Closing; |
| |
(2) |
all of the terms, covenants and conditions of the Agreement to be performed or
complied with by the Purchaser at or prior to the Time of Closing have been
performed and complied with as of the date hereof; and |
| |
(3) |
the condition described in subsection 7.1(c) of the Agreement does not exist at
the Time of Closing. |
Dated _____________.
Great Panther Resources Limited
By:
Authorized
Signatory
16
Schedule C
Vendors’ Closing
Certificate
TO: Great Panther
Resources Limited (the “Purchaser”)
Xxxxxx X. Xxxxxx, P.Xxx. and Ing.
Xxxxxxxxx Xxxxx Xxxxxxx (the “Vendors”) hereby certify that:
| |
(1) |
the representations and warranties set forth in Article 4 of the Share Purchase
Agreement (the “Agreement”) made as of December 9, 2003 between the
Purchaser and the Vendors are true and correct as of the Time of Closing (as
such term is defined in the Agreement) with the same force and effect as if made
at and as of the Time of Closing; |
| |
(2) |
all of the terms, covenants and conditions of the Agreement to be performed or
complied with by the Vendors at or prior to the Time of Closing have been
performed and complied with as of the date hereof; and |
| |
(3) |
the condition described in subsection 6.1(c) of the Agreement does not exist at
the Time of Closing. |
Dated _____________.
_______________________________
Ing. Xxxxxxxxx
Xxxxx Xxxxxxx
_______________________________
Xxxxxx X. Xxxxxx, P.Geo
