ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), made this
16th day of May, 1995, by and between Cerenex Financial A.V.V., an
Aruban corporation, having an office at Orangestadt, Aruba
("Buyer"), and Fischer-Watt Gold Company, Inc., a Nevada
corporation with offices at 1410 Cherrywood Drive, Coeur d'Alene,
Idaho 83814 ("Fischer");
WITNESSES:
WHEREAS, Fischer has previously entered into that certain
Mining Venture Agreement (the "Venture Agreement") with Kennecott
Exploration Company ("Kennecott"), a copy of which is attached as
Exhibit A, relating to those certain mineral concessions in the
Municipality of Minas de Oro, Department of Comayagua, Honduras, a
more complete description of which is attached as Exhibit B (the
"Properties");
WHEREAS, subject to the Venture Agreement, title to the
Properties is held in the name of Minerales Kennecott de Honduras
S.A., ("MKH") a Honduran corporation and an affiliate of Kennecott;
WHEREAS, Tombstone Explorations Co. Ltd. ("Tombstone") and
Fischer have previously entered into that certain Letter Agreement
dated February 28, 1995, wherein Tombstone has expressed the desire
to acquire the interests of Fischer and its subsidiaries in the
Venture Agreement, the Properties and any legal or beneficial
royalties it may hold pursuant thereto and Fischer has expressed
the desire to sell such interest and, in connection therewith
Tombstone has arranged for Buyer to enter into this Agreement;
NOW THEREFORE, in consideration of the promises and covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties agree as follows:
A. REPRESENTATIONS AND WARRANTIES
1. Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Fischer the following matters as of the
date hereof, and as of the date of the Closing (as hereinafter
defined):
(a) Organization of Buyer. Buyer is a wholly-owned
subsidiary of Tombstone and is a corporation duly
incorporated, validly existing and in good standing under
the laws of Aruba and has all necessary corporate power
to undertake the transactions contemplated by to this
Agreement;
(b) Corporate Authorization of Buyer. Buyer has taken all
necessary corporate actions to authorize the execution
and delivery of this Agreement and the performance of the
transactions contemplated herein; and
(c) Valid and Binding Agreement. This Agreement when
executed and delivered by Buyer, is valid and binding
upon Buyer, enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights
generally and by general principles of equity. The
consummation of the transactions contemplated hereby and
the compliance with the provisions hereof will not, with
or without the giving of notice or the lapse of time or
both, result in any material breach of any provision of
applicable law or the provisions of any order of any
court or other agency of government, the constating
documents of Buyer, or any agreement or other instrument
to which Buyer is a party or by which it is bound.
2. Representations and Warranties of Fischer. Fischer hereby
represents and warrants to Buyer the following matters as of the
date hereof and as of the date of Closing:
(a) Organization of Fischer. Fischer is a corporation duly
organized, validly existing and in good standing under
the laws of Nevada and has all necessary corporate power
to undertake the transactions contemplated by this
Agreement;
(b) Valid and Binding Agreement. This Agreement, when
executed and delivered by Fischer, is valid and binding
upon Fischer and enforceable in accordance with its
terms, except as such enforcement may be limited by
bankruptcy, insolvency or other laws affecting creditors'
rights generally and by general principles of equity.
Subject to obtaining the consents referred to in E.1.c
and F (the "Consents"), the consummation of the
transactions contemplated hereby and the compliance with
the provisions hereof will not, with or without the
giving of notice or the lapse of time or both, require
any consent under or result in any material breach of any
provision of applicable law or the provisions of any
order of any court or other agency of government, the
Articles of Incorporation or By-laws of Fischer, or any
contract, license, lease, permit or other instrument to
which Fischer is a party or by which it is bound or
result in the creation of any lien, charge or encumbrance
pursuant to any of the foregoing;
(c) Corporation Authorization. Fischer has taken all
corporate actions required by law, its Articles of
Incorporation, By-laws or otherwise to authorize the
execution and delivery of this Agreement and all other
documents contemplated by this Agreement to be executed
by Fischer, and to undertake the transactions
contemplated herein;
(d) Compliance with Applicable Law. To the best of the
knowledge of Fischer, there are no material violations or
alleged material violations of any applicable zoning,
regulatory, statutory, employment, environmental or other
laws, orders, regulations or requirements relating to the
Properties;
(e) Status of Properties. Fischer will convey to Buyer at
the Closing, title to the Interest (as hereinafter
defined) free and clear of all liens, mortgages, security
interests, charges, encumbrances, exceptions, demands or
adverse claims of any nature whatsoever, other than the
interests of Kennecott and MKH pursuant to the terms and
conditions of the Venture Agreement, and if valid and
enforceable, that certain personal contract agreement
between Fischer and Begeyge Minera Ltd. dated June 13,
1990, a copy of which is attached as Exhibit B-1 (the
"Begeyge Contract") (collectively, the "Permitted
Exceptions");
(f) Material Contracts. To the best of the knowledge of
Fischer, except for the contracts set forth on Exhibit C
and the Begeyge Contract, there are no contracts,
agreements, understandings or undertakings of any nature
whatsoever relating to the Properties, the Venture
Agreement or the "Assets" as defined in the Venture
Agreement (the "Assets");
(g) Authority. Subject to obtaining the Consents, Fischer
has the legal right and authority to enter into this
Agreement and to perform its obligations under this
Agreement;
(h) Ownership of the Interests. Fischer is the sole
registered and beneficial owner of the Interests and has
good and marketable title to the Interests, free and
clear of all liens, mortgages, security interests,
charges, assignments and encumbrances, demands or adverse
claims of any kind whatsoever, except for the Permitted
Exceptions;
(i) Consents. Except for the Consents, Fischer is not under
any obligation, contractual or otherwise, to request or
obtain the consent of any person, and no consents,
waivers, permits, licenses, certifications,
authorizations or approvals of, or notifications to, any
federal, provincial, state, departmental, municipal or
local government or governmental agency, board,
commission or authority are required to be obtained by
Fischer in connection with the execution, delivery or
performance by Fischer of this Agreement or the
completion of any of the transactions contemplated
herein;
(j) Right to Properties and Assets. Fischer has taken no
action that will prevent or limit Buyer from obtaining
the full benefit of the Properties or the Assets and to
the best of the knowledge of Fischer no person other than
Tombstone, Buyer, Fischer, Kennecott and MKH has any
right, present or future, contingent or absolute,to the
Assets or the Properties;
(k) Legal Matters. There are no actions, suits or
proceedings, judicial or administrative (whether or not
purportedly on behalf of Fischer) pending or, to the best
of the knowledge of Fischer, threatened, at law or in
equity, before or by any court or any federal,
provincial, municipal or other governmental department,
commission, board, bureau, agency or instrumentality,
domestic or foreign, affecting the Interests, the
Properties or the Assets, and to the knowledge of
Fischer, there are no grounds on which any such action,
suit or proceeding might be commenced with any reasonable
likelihood of success;
(l) Description of Properties. The Properties are accurately
described on Schedule B;
(m) Licences and Permits. To the best of the knowledge of
Fischer, Kennecott and MKH hold all licences, permits and
operating authorities as may be requisite for carrying on
their business and operations in connection with the
Properties, such licenses, permits and operating
authorities are in good standing and the business and
operations of Kennecott, MKH and Fischer have been
conducted in full compliance with such licences, permits
and operating authorities;
(n) Compliance. Fischer, and to the best of the knowledge of
Fischer, Kennecott and MKH have prepared and filed all
reports, information returns and other documentation
required to be filed by them in respect of the
Properties, have paid all taxes, rates, assessments and
governmental fees, charges or dues lawfully levied
(collectively, "Taxes"), against or imposed against
Kennecott, MKH and Fischer in respect of the Properties
and the Properties are in good standing;
(o) Disclosure. None of the representations, warranties or
statements of Fischer contained in this agreement contain
any untrue statement or fact or omit to state any fact
necessary in order to make any such representations,
warranties or statements not misleading and all
information relating to the Properties which is known to
Fischer and which may be material to purchase for value
of the Interest, the Properties and the Assets has been
disclosed to Buyer and any such information becoming
known to Fischer before or at the Closing will forthwith
be disclosed to Buyer; and
(p) Note. The Note (as hereinafter defined) was validly
created and issued by Fischer and is valid and
enforceable .
B. SALE AND PURCHASE
1. Sale and Purchase. Subject to the terms and conditions
contained herein and to the satisfaction or waiver of the
conditions precedent, Fischer hereby agrees to sell, deliver,
convey, assign and transfer to Buyer and Buyer agrees to purchase,
at Closing, all of Fischer's right, title and interest in and to
the Venture Agreement including all of its Participating Interest
and the Assets, as described therein(collectively, the
"Interests").
C. PURCHASE PRICE
1. Purchase Price. The purchase price for the Interests (the
"Purchase Price") shall consist of the following payments and
deliveries that Buyer agrees to cause to be paid and delivered to
Fischer:
(a) Cash Payment. At the Closing, Buyer shall make a cash
payment to Fischer in the amount of US$150,000, which
payment shall be made by certified cheque or bank draft
or wire transfer in immediately available funds to an
account designated by Fischer in the United States or
Honduras; and
(b) Note. At the Closing, Buyer shall deliver or cause to be
delivered to Fischer for cancellation that certain
Promissory Note dated March 25, 1992, in the original
principal amount of $500,000 (the "Note"), granted by
Fischer to Kennecott, a copy of which is attached as
Exhibit D.
Within 60 days following the date of Closing, Buyer shall deliver
to Fischer a duly executed and recorded release of that certain
Deed of Trust, Assignment, Security Agreement and Financing
Statement, in favour of First American Title Insurance Company (San
Bernardino office) as trustee and Kennecott as beneficiary.
D. CONDITIONS TO CLOSING
The Closing is subject to the following conditions:
1. Conditions to Obligations of Fischer. The obligation of
Fischer to complete the purchase and sale contemplated hereby is
subject to the conditions that:
(a) Buyer has executed and delivered the instruments and
certificates to be executed and delivered by it as
described in Section E.2. below;
(b) Buyer shall not be a party to, or be threatened by, any
litigation, claim or proceeding of whatever type or
description relating to this Agreement or the
transactions contemplated herein, which seeks to
restrain, prohibit, or otherwise challenge this Agreement
or the transactions contemplated herein, or which in the
reasonable judgment of Fischer would materially affect
the desirability of carrying out this Agreement;
(c) Buyer shall have made all filings and taken all actions
with, and obtained all consents and approvals of, all
governmental authorities or other third persons required
in connection with the execution, delivery and
performance of this Agreement, including without
limitation, approval of The Toronto Stock Exchange, or
shall have provided evidence that such approval is
unnecessary; and
(d) Fischer shall have received prior written consent of
Kennecott, as required under Section 15.2 of the Venture
Agreement.
2. Conditions to Obligations of Buyer. The obligation of Buyer
to complete the purchase and sale contemplated by this Agreement is
subject to the conditions that:
(a) Fischer has delivered to Buyer originally executed copies
of the opinions, instruments and certificates to be
executed and delivered by it as described in Section E.1.
below;
(b) Fischer shall not be a party to, or be threatened by, any
litigation, claim or proceeding of whatever type or
description relating to this Agreement or the
transactions contemplated herein, which seeks to
restrain, prohibit, or otherwise challenge this Agreement
or the transactions contemplated herein, or which in the
reasonable judgment of Buyer would materially affect the
desirability of carrying out this Agreement;
(c) Buyer has reached agreement with Kennecott and MKH
relating to the acquisition of Kennecott's and MKH's
interests in the Properties; and
(d) Tombstone and Buyer shall have received the approval by
all regulatory authorities having jurisdiction over it or
the Interests including, without limitation, approval of
The Toronto Stock Exchange.
E. CLOSING
The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at 5:00 p.m. on May 16, 1995, at the
offices of Jones & Keller, P.C. 1625 Broadway, Suite 1600 Denver,
Colorado 80202. At the Closing, the parties shall make the
following deliveries:
1. Deliveries by Fischer. Fischer shall deliver to Buyer the
following:
(a) a certificate, substantially in the form set forth on
Exhibit E, from a corporate officer of Fischer to the
effect that the representations and warranties with
respect to Fischer set forth in Section A-2 are, to the
best of such officer's knowledge, true and correct in all
material respects;
(b) an executed and notarized Assignment and Assumption of
Venture Agreement, Participating Interests and Assets
substantially in the form of Exhibit F;
(c) evidence of consent from Kennecott as required under
Section 15.2 of the Venture Agreement in form and content
acceptable to Buyer which Fischer shall use reasonable
efforts to obtain, provided, however, that the failure to
obtain the same shall not be a default of Fischer;
(d) an opinion of Jones & Keller, legal counsel to Fischer in
form and substance satisfactory to Buyer; and
(e) such other instruments and agreements as may be
reasonably required to effect the transactions
contemplated herein, and as may reasonably be requested
by counsel to Buyer.
2. Deliveries by Buyer. Buyer shall deliver the following to
Fischer:
(a) a certificate, substantially in the form set forth on
Exhibit G, from a corporate officer of Buyer to the
effect that the representations and warranties set forth
in Section A-1 are, to the best of his knowledge, true
and correct in all material respects;
(b) a certified cheque or bank draft or wire transfer
evidence of immediately available funds to an account
designated by Fischer in the amount of US$150,000;
(c) an executed and notarized Assignment and Assumption of
Venture Agreement and Assets substantially in the form of
Exhibit F;
(d) the Note marked "cancelled"; and
(e) such other instruments and agreements as may be
reasonably required to effect the transactions
contemplated herein, and as may reasonably be requested
by counsel to Fischer.
F. GOVERNMENTAL CONSENTS
From the date of this Agreement to the Closing and thereafter,
Fischer and Buyer shall use reasonable efforts to obtain the
approval of the appropriate governmental authorities in Honduras
for the transfer of the Properties to Buyer or its
nominee/assignee.
G. ALLOCATIONS
Fischer shall be responsible for all property taxes and assessments
with respect to the Properties, royalty payments to third parties,
and other similar costs and obligations arising with respect to the
Venture Agreement and Properties allocable to the period prior to
Closing and for which it is liable pursuant to the terms of the
Venture Agreement and Buyers shall be responsible for such costs
allocable to the period after the Closing.
H. RELEASE
From and after the Closing, Buyer shall be solely responsible for
the Properties and for the enforceable obligations in the Venture
Agreement and for the Participating Interests and shall assume all
enforceable obligations and duties of Fischer with respect thereto.
Buyer hereby releases Fischer from any and all obligations with
respect to the Interests acquired pursuant to this Agreement,
except as set forth in this Agreement.
I. TERMINATION
Notwithstanding anything in this Agreement to the contrary,
this Agreement may be terminated at any time prior to the Closing
upon the following:
1. by both parties, upon their mutual written consent;
2. by either party, if the Closing has not occurred prior to
5:00 pm, Salt Lake City time, May 16, 1995, unless the
parties have agreed to extend such date;
3. by either party, if there shall have been entered a
final, non-appealable order or injunction by any
governmental entity of competent jurisdiction restraining
or prohibiting the consummation of the transactions
contemplated hereby, or any of them; or
4. by Fischer upon written notice to Buyer, if there shall
have been a material breach of any representation,
warranty, covenant or agreement on the part of Buyer set
forth in this Agreement which has not been cured within
five business days after receipt of such notice; or
5. by Buyer upon written notice to Fischer, if there shall
have been a material breach of any representation,
warranty, covenant or agreement on the part of Kennecott
set forth in this Agreement which has not been cured
within five business days after the receipt of such
notice; or
6. by Buyer, if Kennecott has not given the consent to
transfer as required in Section 15.2 of the Venture
Agreement it being recognized that neither party shall
have any liability for the failure to obtain such
consent.
In the event of a termination of this Agreement pursuant to
this paragraph, this Agreement shall thereafter become void and
shall have no force and effect, and there shall be no obligation or
liability hereunder on the part of any party, except (i) to the
extent that such termination results from the breach by a party
hereto of any of its representations, warranties, covenants or
agreements set forth in this Agreement, in which event the parties
shall retain such legal or equitable remedies as they may enjoy;
and (ii) the parties shall each pay their own expenses incidental
to the preparation and revision of this Agreement, and all
accounting fees and expenses incurred in connection with the
transactions contemplated by this Agreement.
J. CONFIDENTIALITY
1. For a term of one year after the Closing, the terms of this
Agreement and any information regarding the Properties shall not be
disclosed by Fischer to any third party or to the public without
prior consent of the Buyer, which consent shall not be unreasonably
withheld.
2. The consent required by this Section shall not apply to a
disclosure:
(a) by a party to a potential successor by sale (or other
conveyance of rights) or consolidation or merger, or to
a proposed joint venturer or partner in a joint venture
or partnership in which such party may become a
participating partner or venturer;
(b) to a consultant, contractor or subcontractor that has a
bona fide need to be informed;
(c) to a bank or other potential source of financing;
(d) to a court, governmental agency or to the public if the
disclosing party is advised by counsel that disclosure is
required by pertinent law, regulation, rule, order or the
rules of any stock exchange; or
(e) to Kennecott in connection with obtaining the consent of
Kennecott as required in Section E.l.(c) above.
3. In any case to which Section J.2 is applicable, the disclosing
party shall use reasonable commercial efforts to obtain reasonable
confidentiality protections as generally obtained with respect to
the disclosing party's own similar information.
K. INDEMNITIES
Fischer hereby agrees to indemnify and save Buyer harmless
from and against any and all claims, demands, actions, causes of
action, damage, loss, deficiency, cost, liability and expense which
may be made or brought against Buyer or which Buyer may suffer or
incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfilment of any covenant or
agreement of Fischer contained in this Agreement or in
any document given in order to carry out the transactions
contemplated hereby;
(b) any misrepresentation, inaccuracy, incorrectness or
breach of any representation or warranty made by Fischer
contained in this Agreement or contained in any document
or certificate given in order to carry out the
transactions contemplated hereby;
(c) all tax rates, assessments and government fees, charges
or dues lawfully levied against or imposed in respect of
the Properties and related to Fischer that may give rise
to a lien or encumbrance on the Properties ("Taxes") and
all penalties, fines and interest related to Taxes,
payable to any Honduran governmental authority, in any
jurisdiction whatsoever and imposed on or payable by
Buyer in respect of the Properties for any taxable year
or period that ends on or before the Closing and, with
respect to any taxable year or period beginning before
and ending after the Closing, the portion of such Taxes
relating to such taxable year or period ending on the
Closing and including, without limitation, any and all
Taxes which may be imposed on Buyer in connection with
the transactions contemplated by this Agreement; and
(d) all costs and expenses including, without limitation,
legal fees on a solicitor and client basis, incidental to
or in respect of the foregoing.
L. REMEDIES
1. In addition to all other remedies contemplated by this
Agreement, each party shall have all remedies provided at law or in
equity with respect to the obligations hereunder including the
remedy of specific performance.
2. Limitation of Liability. In no event shall the liability of
Fischer, for any default of breach of this Agreement, exceed the
amount of the Purchase Price, plus reasonable attorney's fees and
expenses.
3. Causes of Action. No claim, action, demand or cause of
action, however characterized, arising hereunder shall be valid
unless the same is brought within two years after the Closing.
M. ASSET PURCHASE AGREEMENT
The parties intend this to be an asset purchase and sale and
transfer and assumption of leases and contracts only. None of
Fischer' employees, labor contracts, pension benefit obligations or
related employee benefit arrangements, are being acquired by Buyer
under this Agreement.
N. GENERAL
1. Waiver, Remedies. No failure on the part of any party to
exercise, and no delay in exercising a right, remedy, power or
privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right remedy, power or
privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right remedy, power or privilege, and
no waiver whatever shall be valid, unless in writing signed by the
other party or parties to be charged and then only to the extent
specifically set forth in such writing.
All remedies, rights, powers and privileges, either under this
Agreement or by law or otherwise afforded to the parties to this
Agreement, shall be cumulative and shall not be exclusive of any
remedies, rights, powers and privileges provided by law. Each
party hereto may exercise all such remedies afforded to it in any
order of priority.
2. Notices. Any notice required or permitted under this
Agreement shall be in writing and sufficient if delivered
personally, sent by facsimile or mailed by registered or certified
mail, postage prepaid, and return receipt requested, addressed to
the appropriate recipient as set forth above, or at such other
address as the recipient shall designate by written notice, as
herein provided, from time to time, as well as to the following
persons:
If to Tombstone or Buyer:
Tombstone Explorations Co. Ltd.
c/o Richard Clark, President
1351 - 409 Granville Street
Vancouver, B.C. V6C 1T2
CANADA
Facsimile: 682-1514
With a copy to:
Bull, Housser & Tupper
3000 - 1055 West Georgia Street
Vancouver, B.C. V6E 3R3
CANADA
Attention: Peter J. O'Callaghan
Facsimile: (604) 641-4949
If to Fischer:
Fischer-Watt Gold Company, Inc.
1410 Cherrywood Drive
Coeur d'Alene, Idaho 83814
U.S.A.
Attention: Mr. George Beattie
Facsimile: (208) 667-6516
with a copy to:
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
Attention: Clifford R. Pearl
Facsimile: (303) 893-6506
Any notice which is personally delivered shall be deemed effective
upon the date of delivery (or refusal to accept delivery) as
indicated on the return receipt; any notice sent by facsimile shall
be deemed to be provided on the date of transmission if sent during
normal business hours of the recipient and, if not, on the next
business day thereafter; and if mailed, on the seventh business day
after mailing.
3. Waivers, Strict Performance. The failure of a party to insist
on the strict performance of any provision of this Agreement or to
exercise any right power or remedy upon a breach hereof shall not
constitute a waiver of any provision of this Agreement or limit the
party's right thereafter to enforce any provision or exercise any
right.
4. Assignment. Prior to Closing, this Agreement may not be
assigned by any party without the written consent of the other
parties, and any attempt to assign this Agreement or delegate
performance hereunder without such consent shall be void.
5. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the British Columbia,
Canada, excluding any conflict of law provisions that would require
the application of the laws of any other jurisdiction.
6. Costs and Expenses. Each party shall pay its own expenses
incurred in connection with the authorization, preparation,
execution and performance of this Agreement including, without
limitation, all fees and expenses of counsel. Buyer shall be
responsible for and shall timely pay all recording and other fees
in connection with the conveyance of the Property.
7. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed an original, and
such counterparts shall together constitute but one and the same
instrument.
8. Survival. The terms and conditions, representations and
warranties and covenants and agreements of the parties shall
survive the Closing and shall continue for a period of two years
thereafter.
9. Binding on Parties. Nothing expressed or implied in this
Agreement is intended by the parties or shall be construed to
confer upon or to give to any person or entity other than the
parties to this Agreement or their successors or assigns any rights
or remedies under or by reason of this Agreement.
10. Force Majeure. Neither party shall be liable to any other
party for its failure to perform any of its obligations under this
Agreement during any period in which performance is prevented, in
whole or part, by any other cause beyond a parties reasonable
control, except for the party's inability to meet financial
commitments. If a party invokes its rights under this Section, the
time for discharging its obligations with respect to the prevented
performance shall be extended for the period of the prevented
performance.
11. Successors. This Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the
parties.
12. Severability. Should any one or more of the provisions of
this Agreement or of any agreement entered into pursuant to this
Agreement be determined to be illegal or unenforceable, all other
provisions of this Agreement and each other agreement entered into
pursuant to this Agreement shall be given effect separately from
the provision or provisions determined to be illegal or
unenforceable and shall not be effected thereby.
13. Broker. No person acting on behalf of Fischer or under the
authority of Fischer is or will be entitled to any broker's or
finder's fee or any other commission or similar fee, directly or
indirectly, from any of the parties hereto in connection with any
of the transactions contemplated by this Agreement;
14. Further Assurances. Buyer and Fischer shall execute,
acknowledge, if necessary, and deliver such documents, certificates
or other instruments and shall take such other action as either
shall reasonably require from time to time to complete the
transactions contemplated hereby or as otherwise may be reasonably
requested to carry out the intents and purposes of this Agreement.
If at any time after the date of Closing, Buyer shall consider or
be advised that any further assignment and conveyances are
reasonably necessary to vest, perfect, confirm or record in Buyer
the title or other appropriate right to any of the Properties, or
otherwise to carry out the provisions hereof, Fischer, through its
proper officers and directors, shall execute and deliver any and an
proper assignments, and do all things reasonably necessary to vest,
perfect or confirm the title or other right to any of the
Properties in Buyer and otherwise to carry out the provisions
hereof.
15. Incorporation of Exhibits. All Exhibits attached to this
Agreement are incorporated herein as though fully set forth.
16. Entire Agreement. This Agreement, and the agreements
delivered pursuant hereto, constitutes the entire agreement between
the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, letters of
intent, representations and understandings of the parties in
connection with the transaction contemplated hereby, including
without limitation, that certain Letter Agreement dated February
28, 1995. No supplement modification or amendment shall be binding
unless executing in writing by both parties.
IN WITNESS WHEREOF, the parties hereto have signed or caused
this Agreement to be signed in their respective corporate names as
of the day and date first above written.
FISCHER-WATT GOLD COMPANY, INC.
By: Gerald D. Helgeson
(Signature)
Its: Secretary
CERENEX FINANCIAL A.V.V.
By: Richard P. Clark
(Signature)
Its: President