326
EXHIBIT 99.4
SHARE SALE AGREEMENT
This Agreement made as of December 15, 1997
BETWEEN:
437577 B.C. LTD., a company subsisting under the laws of
British Columbia having an office at Suite 1200, 1090 West Xxxxxx
Street, Vancouver, British Columbia, Canada V6E 2N7 (the
"Vendor")
OF THE FIRST PART
AND:
DR. XXXXX XXXXXXX, Businessman, of 000 Xxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx (the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the beneficial owner of 1,361,250 common
shares of Indo-Pacific Energy Ltd. (the "Company") subject to the
terms and conditions of an agreement dated April 8, 1994 (the
"Escrow Agreement") among Pacific Corporate Trust Company, the
Company and the holders of escrow shares;
B. By an acknowledgement dated April 8, 1994 the Vendor
acknowledged and agreed to be bound by the terms and conditions
of the Escrow Agreement;
C. The Vendor wishes to sell, and the Purchaser wishes to
purchase, 225,000 common shares of the Company (the "Escrow
Shares") on the terms and conditions of this Agreement;
WITNESSES THE parties mutually covenant and agree as follows:
1. Transfer of Shares
1.1 The Vendor sets over, transfers and assigns to
Purchaser, and Purchaser purchases from the Vendor, the Escrow
Shares on the terms and other conditions of this Agreement.
2. Consideration Payable
2.1 The consideration payable by Purchaser for the transfer
of the Escrow Shares from the Vendor is $1.00 and other good and
valuable consideration.
327
3. Effective Date
3.1 The effective date of the transaction of purchase and
sale contained in the Agreement is the date on which Pacific
Corporate Trust Company ("Pacific Trust") completes the transfer
of the Escrow Shares on the books of the Company maintained by
Pacific Trust.
4. Representations, Warranties and Covenants of the Vendor
4.1 The Vendor represents and warrants to, and covenants
with, the Purchaser that:
(a) it has been duly incorporated and validly exists
as a corporation in good standing under the laws of British
Columbia and is a Canadian corporation for tax purposes;
(b) it has taken all necessary corporate proceedings
to authorize the execution and delivery of this Agreement as
a valid and binding agreement, enforceable against the
Vendor in accordance with its terms and conditions;
(c) the execution and delivery of this Agreement does
not conflict with its charter documents, nor does it
conflict with or result in a breach of, or accelerate the
performance required by, any other contract, commitment,
judicial of other government order to which it is a party or
by which it is bound;
(d) the Escrow Shares have been duly allotted and
validly issued and there are no liens, charges or
encumbrances affecting in any way the right of the Vendor to
sell the Escrow Shares; and
(e) the Vendor and its associates are a control person
of the Company and, in connection with the sale of the
Escrow Shares to the Purchaser:
(i) the Company has been a reporting issuer in
British Columbia for at least 12 months;
(ii) the Vendor will file the notice in prescribed
form in connection with the sale of the Escrow Shares
to the Purchaser;
(iii) six months have elapsed since the date
of acquisition of the Escrow Shares by the Vendor;
(iv) no unusual effort has been made to prepare
the market or create a demand for the Escrow Shares;
and
328
(v) no commission or other consideration has
been, or is to be, paid in connection with the sale of
the Escrow Shares.
4.2 The representations, warranties and covenants of the
Vendor are provided for the exclusive benefit of the Purchaser
and any breach of any one or more thereof may be waived by the
Purchaser in whole or in part at any time without prejudice to
its rights in respect of any other breach of the same or any
other representation, warranty or covenant and the
representations, warranties and covenants will survive the
closing of the purchase and sale of the Escrow Shares.
5. Representations, Warranties and Covenants of the Purchaser
5.1 The Purchaser represents and warrants to, and covenants
with, the Vendor that:
(a) the Purchaser is not aware of any event or state
of affairs which would disqualify the Purchaser from being
the owner of the Escrow Shares;
(b) if the Purchaser ceases to be a principal of the
Company as that word is understood in Local Policy 3-07 of
the British Columbia Securities Commission, the Purchaser
will set over, assign and transfer such number of the Escrow
Shares as have not at that time been released from escrow to
a person or persons designated by the board of directors of
the Company and will execute and deliver such agreements,
deeds and other instruments as may be necessary to effect
the transfer of the Escrow Shares then remaining in escrow
to such person or persons as have been designated by the
board of directors.
5.2 The representations, warranties and covenants of the
Purchaser are provided for the exclusive benefit of Vendor and
any breach of any one or more thereof may be waived by Vendor in
whole or in part at any time without prejudice to its rights in
respect of any other breach of the same or any other
representation, warranty or covenant and the representations,
warranties and covenants of the Purchaser will survive the
purchase and sale of the Escrow Shares.
Consent of Executive Director
6.1 It is a condition that the Executive Director of the
British Columbia Securities Commission consent in writing to the
sale of the Escrow Shares to the Purchaser.
329
6.2 The Vendor and Purchaser will do all such things and
execute and deliver all such documents as may be necessary to
apply for and obtain the consent of the Executive Director of the
British Columbia Securities Commission to the sale of the Escrow
Shares.
6. Notices
6.1 Except as otherwise specified, any notice to be given
will be given in writing, and be delivered in person to a named
party or by telecopy properly addressed to the part to whom
given.
6.2 A notice given under this Agreement will be deemed
given only when received by the party to whom such notice is
directed; but any notice given by telecopy properly addressed to
the party to whom directed will be deemed given to and received
by that party on the date on which such notice is telecopied.
6.3 Each party's address for notice will be:
(a) for the Vendor:
437577 B.C. Ltd.
Xxxxx 0000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: Xx. Xxxx Xxxxx
Telecopy: 000-000-0000
(b) for the Purchaser:
Dr. Xxxxx Xxxxxxx
000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx
Xxx Xxxxxxx
Telecopy: 011-64-4-476-0120
until such party specifies another address by notice to all other
parties.
7. General
7.1 This Agreement will supersede and replace any other
agreement or arrangement, whether oral or written, heretofore
existing between the parties in respect of the subject matter of
this Agreement.
330
7.2 No consent or waiver expressed or implied by either
party in respect of any breach or default by the other in the
performance by such other of its obligations hereunder will be
deemed or construed to be consent to or a waiver of any other
breach or default.
7.3 The parties will promptly execute or cause to be
executed all forms, documents, deeds, conveyances and other
instruments of further assurance which may be reasonably
necessary or advisable to carry out fully the intent of this
Agreement or to record wherever appropriate the respective
interests from time to time of the parties in the Property.
7.4 This Agreement will enure to the benefit of and be
binding upon the parties and their respective successors and
assigns.
7.5 This Agreement will be construed in accordance with the
laws in force from time to time in British Columbia and any
proceeding commenced or maintained in connection with the
Agreement will be so commenced or maintained in the court of
appropriate jurisdiction in the County of Vancouver, British
Columbia to which jurisdiction the parties irrevocably attorn.
7.6 This Agreement may not be assigned by a party without
the consent in writing of the other party first had and received,
which consent may be withheld if the assignee is not, or is not
to become, a principal of the Company as that expression is
understood in Local Policy 3-07 of the British Columbia
Securities Commission.
IN WITNESS WHEREOF the parties have executed and delivered this
Agreement as of the day and year first above written.
437577 B.C. Ltd.
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx, President
331
Signed, Sealed and Delivered by Dr. David )
Xxxxxxx in the presence of: )
)
K.B. Xxxx Office Manager )
___________________________________ )
Name ) /s/ Xxxxx
Xxxxxxx
) __________________
Wellington ) DR. XXXXX
XXXXXXX
__________________________________ )
Address )
)
New Zealand )
__________________________________ )
)
__________________________________ )
