DATED 28th JANUARY 2000
SHARE SALE AGREEMENT
re Toucan Mining Plc
(1) AUTHORISZOR INC
(2) GOLDEN RIDGE GROUP LIMITED
Kingsley Napley
Knights Quarter
14 St John's Lane
London EC1M 4AJ
Tel: 0171 814 1200
Ref: 0151SJS.DPM
THIS AGREEMENT is made the 28th day of January 2000 BETWEEN:
(1) AUTHORISZOR INC of Windsor House Cornwall Road Harrogate North Yorkshire
HG1 2PN ("the Vendor"); and
(2) GOLDEN RIDGE GROUP LIMITED (a company registered in the British Virgin
Islands) whose registered office is situate at the Tropic Isle Building
PO Box 438 Road Town Tortola British Virgin Islands ("the Purchaser")
NOW THIS AGREEMENT WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 In this agreement the following words and expressions have the following
meanings:
"Coda" Coda Corporate Services Limited of PO Box
204 4th Floor Celtic House Victoria Street
Douglas Isle of Man IM99 1Q2
"Company" Toucan Mining Plc more particularly
detailed in Schedule 1
"Mr. Jeffcock" Robert Parkyn Jeffcock of Apartment B42
Roc Fleurl 1 Rue to Tenao MC98000 Monaco
"the Liabilities" the material unsecured trading liabilities
of the Company as at the date of this
Agreement more particularly detailed in
Schedule 2
"Minmet" Minmet Plc a company incorporated in the
Republic of Ireland Limited
"Minmet Shares" 13,030,000 Ordinary Shares of IR 1p each
in the capital of Minmet the legal and
beneficial ownership of which is as set
out in Part 1 of Schedule 3
"the Restriction" the contractual covenant given by the
Vendor to Minmet restricting the transfer
or disposal of 13,000,000 of the Minmet
Shares more particularly detailed in Part
2 of Schedule 3
"Shares" the 647,857 issued Ordinary Shares of 10
pence each of the Company which represents
the whole of the issued share capital of
the Company
"Warranties" the warranties by the Vendors in Clause 5
"the ZuZu Agreement" the Agreement of June 1999 made between
ZuZu (as therein defined)(1) the Vendor
(2) and the Company (3) a copy of which
agreement is attached hereto by way of
disclosure
1.2 Clause headings in this Agreement are for ease of reference only and do
not affect the construction of any provision
2 AGREEMENT FOR SALE
Subject to the terms and conditions of this Agreement the Vendor shall
sell with full title guarantee and the Purchaser shall purchase the
Shares, with all rights attaching to them and with effect from the date
of this Agreement;
3 PURCHASE CONSIDERATION
The purchase consideration for the Shares shall be the sum of
(pound)500,000
4 COMPLETION
4.1 Completion of the sale and purchase of the Shares shall take place at
the offices of the Vendor's solicitors immediately after the signing of
this Agreement
4.2 The Vendor shall deliver to the Purchaser:
4.2.1 duly completed and signed transfer in favour of the Purchaser
or as it may direct of the Shares together with relative share
certificates;
4.2.2 the resignation of Mr. Jeffcock as a director from his
respective office as director of the Company;
4.3 There shall be delivered or made available to the Purchaser:
4.3.1 the seal and certificate of incorporation of the Company;
4.3.2 the statutory books of the Company;
4.3.3 the share certificates in respect of the Minmet Shares
4.4 A Board Meeting of the Company shall be held at which:
4.4.1 such persons as the Purchaser may nominate shall be appointed
additional directors;
4.4.2 the transfer referred to in Clause 4.2.1 shall be approved
(subject to stamping); and
4.4.3 the resignation referred to in Clause 4.2.2 shall be submitted
and accepted
4.5 Upon completion of the matters referred to in Clause 4.2 to 4.4 the
Purchaser shall pay to the Vendor's solicitors by telegraphic transfer
the purchase consideration for the Shares
5 WARRANTIES BY THE VENDOR
5.1 The Vendor warrants and represents to the Purchaser that:
5.1.1 the Vendor is the absolute and beneficial owner of the Shares
which are free of any encumbrance lien or charge;
5.1.2 save for the Liabilities the Company has no material
liabilities as at the date of this Agreement;
5.1.3 the Company is not subject of, engaged in, or party to any
litigation or court proceedings;
5.1.4 save for the holding of the Minmet Shares and the carrying on
of its gold exploration operations pursuant to its rights and
obligations under the ZuZu Agreement the Company is not
engaged in any other business;
5.1.5 the legal and beneficial interests of the Vendor and the
Company in the Minmet Shares is as stated in Schedule 3
6 THE RESTRICTION
6.1 The Purchaser agrees and undertakes to the Vendor:
6.1.1 to abide by and honour both the terms and spirit of the
Restriction;
6.1.2 to indemnify and keep indemnified the Vendor against all and
any liability the Vendor may incur or suffer by reason of a
breach of the Restriction occasioned by the Purchaser after
the date of this Agreement
7 COMMUNICATIONS
7.1 All communications between the parties with respect to this Agreement
shall be delivered by hand or sent by post to the address of the
addressee as set out in this Agreement or to such other address as the
addressee may from time to time have notified for the purpose of this
clause
7.2 In proving service by post is shall only be necessary to prove that the
communication was contained in an envelope which was duly addressed and
posted in accordance with this clause
8 GOVERNING LAW
The parties agree that this Agreement shall be governed by English Law
and that any dispute arising in relation to the subject matter or its
terms shall be subject to the non-exclusive jurisdiction of the English
Courts
SCHEDULE 1
Details of the Company
Place of incorporation: Isle of Man
Share capital:
Authorised 10,000,000 ordinary shares of 10 pence each
Issued 647,857 ordinary shares of 10 pence each
Directors: Francis C. Howard
Robert P. Jeffcock
Adrian E. D. Lerenthorpe
SCHEDULE 2
The Liabilities
1. Obligation under the ZuZu Agreement in certain circumstances to acquire
six mining claims at an aggregate cost of up to US$120,000
2. The cost of establishing a Brazilian mining company to acquire the
claims referred to in paragraph 1 above
3. Fees for professional services of Coda
4. Fees for provision of administrative, legal and accountancy advice
5. Professional fees of US attorneys at law up to US$10,000
SCHEDULE 3
Part 1
Minmet Shares - legal and beneficial ownership
Name Legal Title Beneficial Ownership
- - - - ---- ----------- --------------------
the Vendor -- 5,000,000
the Company 13,030,000 8,030,000
13,030,000 13,030,000
Part 2
The Restriction
The Vendor has undertaken to Minmet not to transfer or otherwise dispose of up
to 13,000,000 of the Minmet Shares prior to 6th January 2001 save with the prior
agreement of Minmet by way of placement by the brokers for the time being of
Minmet. Minmet has undertaken to the Vendor to act reasonably in respect of any
request by the Vendor made prior to 6th January 2001 to act reasonably.
SIGNED by )
Duly authorised for and on behalf of )
AUTHORISZOR INC )
SIGNED by Mark Payne )
Duly authorised for and on behalf of ) /s/ Mark Payne
GOLDEN RIDGE GROUP LIMITED )