EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 15th day of October, 1999,
AMONG:
PETER C. ELLSWORTH of 265 Benton Avenue, Missoula, Montana,
59801, USA
AND:
GARRY J. CARLSON of 921 West Spruce, Missoula, Montana, 59802,
USA
(hereinafter collectively called the "Vendors")
OF THE FIRST PART
AND:
DELTA INTERNATIONAL MINING AND EXPLORATION INC.,
a body corporate duly incorporated pursuant to the laws of the
State of Nevada, having its place of business at 11649 East
Cortez Drive, Scottsdale, Arizona,85259, USA
(hereinafter called the "Purchaser")
OF THE SECOND PART
AND:
BRITT MINERALS INC., a body corporate duly incorporated pursuant
to the laws of the State of Montana having its registered
office at 921 West Spruce, Missoula, Montana, 59802, USA
(hereinafter called the "Corporation")
OF THE THIRD PART
WHEREAS:
A. The Vendors have agreed to sell and the Purchaser has agreed to purchase 100%
of the issued and outstanding shares of the Corporation, being a total of 200
shares of the common stock of the Corporation;
B. In order to record the terms and conditions of the agreement among them the
parties wish to enter into this agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing
and of the sum of $10.00 paid by the Purchaser to each of the Vendors and to the
Corporation, the receipt of which is hereby acknowledged, the parties hereto
agree each with the other as follows:
1. INTERPRETATION
1.1 Where used herein or in any amendments or Schedules hereto, the following
terms shall have the following meanings:
(a) "Financial Statements" means those financial statements of the
Corporation as at September 30, 1999 and attached hereto as Schedule "A";
(b) "Shares" means the 200 shares of common stock in the capital of the
Corporation being sold to the Purchaser, being 100% of all of the issued and
outstanding shares of the Corporation;
(c) "Purchaser Shares " means those 600,000 shares of common stock of
the Purchaser which will be issued to the Vendors as consideration for the
Shares;
(d) "Royalty" means the gross returns royalty of 1.5% granted to the
Vendors by the Corporation, in the form which is attached to this agreement as
Schedule D. The Vendors have granted .5% of the gross returns royalty to Front
Range Exploration Corporation.
1.2 All dollar amounts referred to in this agreement are in American dollars,
unless expressly stated otherwise.
1.3 The following schedules are attached to and form part of this agreement:
Schedule A - Financial Statements
Schedule B - List of Mineral Claims and Leases
Schedule C - Corporation Assets, Encumbrances, Litigation and
other material information
Schedule D - Form of the Royalty
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2. PURCHASE OF SHARES
2.1 The Vendors each hereby covenant and agree to sell, assign and transfer to
the Purchaser, and the Purchaser covenants and agrees to purchase from each of
the Vendors the Shares held by each Vendor.
2.2 As consideration for the sale of the Shares, the Purchaser shall allot and
issue the Purchaser Shares to the Vendors;
2.3 The Purchaser Shares shall be allotted and issued to the Vendors and to
Front Range Exploration Corporation in the following proportions; Peter
Ellsworth 300,000 shares, and Garry J. Carlson 300,000 shares.
2.4 In addition, the Purchaser will grant the Vendors a mineral royalty in the
form which is attached to this agreement as Schedule D in the Exploration
License, Mineral Purchase Option and lease Agreement entered into between the
William W. Lewis Equity Trust and David W. Lewis, as owners, and the Purchaser.
This agreement was entered into by Delta rather than by the Vendors or the
Corporation, as was the case with the mineral claims and leases listed in
Schedule B.
2.5 As of the date of this agreement the Vendors are negotiating leases on
property in Fergus County known as Homestead Kimberlite with Russell and Betty
Ann Gjerde, Noel Newberg, and John Schultz. The Corporation will be the lessee
under those leases. The Purchaser agrees to grant the Vendors a mineral royalty
in the form which is attached to this agreement as Schedule D in those leases.
3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDORS AND THE
CORPORATION
The Vendors and the Corporation jointly and severally covenant with and
represent and warrant to the Purchaser as follows, and acknowledge that the
Purchaser is relying upon such covenants, representations and warranties in
connection with the purchase by the Purchaser of the Shares:
3.1 The Corporation has been duly incorporated and organized, is validly
existing and is in good standing under the laws of the State of Montana; it has
the corporate power to own the claims and leases owned by it; it holds all
necessary prospectors or mineral exploration licenses required under the State
of Montana required to carry on the business of exploration for minerals in the
State of Montana; it is duly qualified as a corporation to do business and is in
good standing with respect thereto in each jurisdiction in which the nature of
the business conducted by the Corporation or the property owned or leased by it
makes such qualification necessary; and it has or will have on the Closing Date
all necessary licenses, permits, authorizations and consents to operate its
business.
3.2 The authorized capital of the Corporation consists of 50,000 shares of
common stock without par value, of which 200 shares have been duly issued and
are outstanding as fully paid and non-assessable.
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3.3 The Shares owned by the Vendors are owned by them as the beneficial and
recorded owners with a good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever as follows:
Percentage
Number of of Issued
Name of Shareholder Shares Corporation Shares
- ---------------------------------------------------------------
Garry J. Carlson 100 50%
Peter C. Ellsworth 100 50%
3.4 No person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive o r contractual) capable of becoming an
agreement or option for the purchase from the Vendors of any of the Shares.
3.5 No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of the Corporation or of
any securities of the Corporation.
3.6 The Corporation does not have any subsidiaries or agreements of any nature
to acquire any subsidiary or to acquire or lease any other business operations
and will not prior to the Closing Date acquire, or agree to acquire, any
subsidiary or business without the prior written consent of the Purchaser.
3.7 The Corporation will not, without the prior written consent of the
Purchaser, issue any additional shares from and after the date hereof to the
Closing Date or create any options, warrants or rights for any person to
subscribe for or acquire any unissued shares in the capital of the Corporation.
3.8 The Corporation is not a party to or bound by any agreement of guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation.
3.9 The books and records of the Corporation fairly and correctly set out and
disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Corporation as at the date
hereof, and all material financial transactions of the Corporation have been
accurately recorded in such books and records.
3.10 The Financial Statements present fairly the assets, liabilities (whether
accrued, absolute, contingent or otherwise) and the financial condition of the
Corporation as at the date thereof and there will not be, prior to the Closing
Date, any material increase in such liabilities.
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3.11 Except as disclosed in the Schedules hereto the Corporation does not have
any indebtedness or contract of any asset, contract, or indebtedness of any
nature whatsoever.
3.12 The business of the Corporation has been carried on in the ordinary and
normal course by the Corporation since the date of the Financial Statements and
will be carried on by the Corporation in the ordinary and normal course after
the date hereof and up to the Closing Date.
3.13 Except as disclosed in the Schedules hereto, the Corporation is not a party
to any written or oral employment, service or pension agreement, and the
Corporation does not have any employees who cannot be dismissed on not more than
one months notice without further liability.
3.14 Except as disclosed in the Schedules hereto, the Corporation does not have
outstanding any bonds, debentures, mortgages, notes or other indebtedness, and
the Corporation is not under any agreement to create or issue any bonds,
debentures, mortgages, notes or other indebtedness.
3.15 Except as disclosed in the Schedules hereto, the Corporation is not the
owner or lessee under any agreement to own or lease any real property.
3.16 Except as disclosed in the Schedules hereto and except for the Royalty, the
Corporation owns, possesses and has good and marketable title to its
undertaking, property and assets, and without restricting the generality of the
foregoing, all of those mineral claims or leases described in Schedule "B"
hereto, free and clear of any and all mortgages, liens, pledges, charges,
security interests, encumbrances, actions, claims or demands of any nature
whatsoever or howsoever arising, accept for statutory commitments which are
required to keep the claims or leases in good standing.
3.17 The Corporation has no loans or indebtedness outstanding which have been
made to directors, former directors, officers, shareholders and employees of the
Corporation or to any person or corporation not dealing at arm's length with any
of the foregoing.
3.18 The Corporation has made full disclosure to the Purchaser of all aspects of
its business and has made all of its books and records available to the
representatives of the Purchaser in order to assist the Purchaser in the
performance of its due diligence searches and no material facts in relation to
its business have been concealed by the Corporation or the Vendors.
3.19 There are no material liabilities of the Corporation of any kind
whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Corporation or the Purchaser may become
liable on or after the consummation of the transaction contemplated by this
agreement.
3.20 The Articles, bylaws and other constituting documents of the Corporation in
effect with the appropriate corporate authorities as at the date of this
agreement will remain in full force and effect without any changes thereto as at
the Closing Date.
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3.21 The directors and officers of the Corporation are as follows:
Name Position
------------------------------
Peter Ellsworth President & Director
Garry J. Carlson Secretary, Treasurer & Director
4. CLOSING ARRANGEMENTS
4.1 The Closing shall take place within 30 days of the date of this Agreement at
the offices of A.F. Schaffer PC, 7537 East McDonald Drive, Scottsdale, Arizona
85250-6062, USA. On the Closing Date upon fulfilment of all the conditions set
out in article 3 which have not been waived in writing by the Purchaser, then
(a) the Vendors, shall deliver to the Purchaser certificates representing all
the Shares duly endorsed in blank for transfer or with a Stock Power of Attorney
(in either case with a signature guaranteed by the appropriate official).
(b) the Vendors and the Corporation shall cause the transfers of the Shares into
the name of the Purchaser or its subsidiary Global Gold Inc., to be duly and
regularly recorded in the books and records of the Corporation;
(c) the Purchaser shall deliver to the Vendors share certificates representing
the Purchaser Shares in the names of the Vendors.
5. GENERAL PROVISIONS
5.1 Time shall be of the essence of this agreement.
5.2 This agreement contains the whole agreement between the parties hereto in
respect of the purchase and sale of the Shares and there are no warranties,
representations, terms, conditions or collateral agreements expressed, implied
or statutory, other than as expressly set forth in this agreement. All previous
statements, negotiations, preliminary instruments, and agreements between the
parties which relate to the Corporation and its assets are superseded by and
merged into this agreement.
5.3 This agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. The Purchaser may
not assign this agreement without the consent of the Corporation which consent
may be unreasonably withheld.
5.4 Any notice to be given under this agreement shall be duly and properly given
if made in writing and by delivering or telecopying the same to the addressee at
the address as set out on page one of this agreement. Any notice given as
aforesaid shall be deemed to have been given or made on, if delivered, the date
on which it was delivered or, if telecopied, on the next business day after it
was
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telecopied. Any party hereto may change its address for notice from time to time
by notice given to the other parties hereto in accordance with the foregoing.
5.5 This agreement may be executed in one or more counterparts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement.
5.6 This agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Nevada, and
each of the parties hereto irrevocably attorns to the exclusive jurisdiction of
the Courts of the State of Nevada.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and year first above written.
DELTA INTERNATIONAL MINING AND EXPLORATION INC.
Per: /s/ Gary L. Boyd
----------------------------------------
Gary L. Boyd, President
Per: /s/ Robert Mathews
----------------------------------------
Robert Mathews, CFO
SIGNED, SEALED AND DELIVERED
by Peter C. Ellsworth in the presence of:
/s/ Peter S. Dayton )
- ----------------------------------------- )
Witness Signature )
) /s/ Peter C. Ellsworth
) ---------------------------
Name: Peter S. Dayton ) Peter C. Ellsworth
----------------------------------- )
)
Address: 111 North Higgins, Suite 600 )
-------------------------------- )
Missoula, Montana 59802 )
-------------------------------- )
SIGNED, SEALED AND DELIVERED
by Garry J. Carlson in the presence of:
/s/ Peter S. Dayton )
- ----------------------------------------- )
Witness Signature )
) /s/ Garry J. Carlson
) ---------------------------
Name: Peter S. Dayton ) Garry J. Carlson
----------------------------------- )
)
Address: 111 North Higgins, Suite 600 )
--------------------------------- )
Missoula, Montana 59802 )
--------------------------------- )
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SCHEDULE "A"
BRITT MINERALS, INC.
PROFIT AND LOSS
JANUARY THROUGH DECEMBER 1998
Jan - Dec. '98
--------------
Ordinary Income/Expense
Expense
Bank Service Charges 30.00
Claim Fees
Assessment 27,349.43
Lease Contracts 150.00
----------
Total Claim Fees 27,499.43
Contract Services
Land Man 24,168.54
----------
Total Contract Services 24,168.54
Field Supplies 12,575.67
Geological Exploration & Geophy 14,199.22
Office Expenses
Office Supplies 18.00
----------
Total Office Expenses 18.00
Publications 60.00
----------
Total Expense 78,550.86
----------
Net Ordinary Income -78,550.86
----------
NET INCOME -78,550.86
==========
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BRITT MINERALS, INC.
PROFIT AND LOSS
JANUARY THROUGH SEPTEMBER 1999
Jan - Sept. '99
---------------
Ordinary Income/Expense
Expense
Bank Service Charges 32.10
Claim Fees
Assessment 17,466.00
Bonds 5,410.00
Lease Contracts 3,107.49
---------
Total Claim Fees 25,983.49
Contract Services
Lab Fees 2,604.97
Land Man 2,026.59
----------
Total Contract Services 4,631.56
Field Expenses 573.72
Field Supplies 155.18
Geological Exploration & Geophy 27,021.70
Memberships 1,000.00
Office Expenses
Office Supplies 132.80
Postage and Delivery 32.40
Printing & Copies 30.50
----------
Total Office Expenses 195.70
Professional Fees
Accounting 185.00
Meetings 561.00
----------
Total Professional Fees 746.00
Publications 1,454.15
Rent 58.00
Travel & Entertainment
Lodging 394.60
Meals 16.75
Travel 1,817.21
----------
Total Travel & Entertainment 2,228.56
Total Expenses 64,080.16
Net Ordinary Income -64,080.16
Other Income/Expense
Other Income 59.58
----------
Total Other Income 59.58
Net Other Income 59.58
----------
NET INCOME -64,020.58
==========
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BRITT MINERALS, INC.
PROFIT AND LOSS
JANUARY THROUGH SEPTEMBER 1999
Sept. 30, '99
-------------
ASSETS
Current Assets
Checking/Savings
Missoula Federal Credit Union 1,226.68
Missoula Federal Credit Union-S 101.88
----------
Total Checking/Savings 1,328.56
Total Current Assets 1,328.56
----------
TOTAL ASSETS 1,328.56
==========
LIABILITIES & EQUITY
Equity
Investor
Carlson 100.00
Ellsworth 100.00
Global Gold 143,700.00
----------
Total Investor 143,900.00
Retained Earnings -78,550.86
Net Income -64,020.58
----------
Total Equity 1,328.56
----------
TOTAL LIABILITIES & EQUITY 1,328.56
==========
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SCHEDULE B
LIST OF MINERAL CLAIMS AND LEASES
STATE OF MONTANA LODE MINING CLAIMS
Claim Name Serial Number County
- ----------------------------------------------------------------------------
BB 5052 to 5054 MMC 205425 to 205427 Blaine
BB 5152 to 5153 MMC 205428 to 205429 Blaine
LT 5050 to 5055 MMC 205430 to 205435 Blaine
LT 5150 to 5159 MMC 205436 to 205445 Blaine
LT 5258 to 5259 MMC 205446 to 205447 Blaine
HW1 to HW6 MMC 205515-205520 Chouteau
GC 1 to GC 44 MMC 204684-204727 Philips
WC 5050 to 5054 MMC 204804 to 204808 Philips
WC 5150 to 5154 MMC 204809 to 204813 Philips
WC 5247 to 5254 MMC 204814 to 204821 Philips
WC 5350 to 5354 MMC 204822 to 204826 Philips
L 5155 to 5159 MMC 204834 to 204838 Philips
L 5255 to 5256 MMC 204839 to 204840 Philips
MC 5050 to 5054 MMC 204841 to 204845 Philips
MC 5150 to 5159 MMC 204846 to 204855 Philips
SB 4552 to 4553 MMC 204856 to 204857 Philips
SB 5152 MMC 204858 Philips
SB 5252 MMC 204859 Philips
SB 5357 to 5358 MMC 204860 to 204861 Philips
SB 5457 to 5458 MMC 204862 to 204863 Philips
WC 5042 to 5046 MMC 205472 to 205476 Philips
WC 5142 to 5146 MMC 205477 to 205481 Philips
WC 5242 to 5446 MMC 205482 to 205486 Philips
GOLD 5 MMC 204950 Rosebud
GOLD 6 MMC 205401 Rosebud
GOLD 9 MMC 205402 Rosebud
GOLD 10 MMC 205403 Rosebud
All ownership rights in the Z claim group which consists of the Z #1 and #2 Lode
Mining Claims (BLM Serial Numbers MTMMC 205470 and 205471) located in Sections
16 and 20, T25N, R25E, M.P.M., Philips County, Montana.
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MONTANA STATE METALLIFEROUS LEASES
Lease Name Acres County Serial Number
Rattler Gulch 160 Granite M-1943-99
Teigen Butte 160 Petroleum M-1947-99
Laird Creek 480 Liberty M-1944-98
Yellow Water Butte 156 Petroleum MTM88979
Three Buttes 80 Petroleum MTM88980
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SCHEDULE "C"
to that Share Purchase Agreement dated as of October 15, 1999
CORPORATION ASSETS, ENCUMBRANCES, LITIGATION AND OTHER
MATERIAL INFORMATION
THE ROYALTY
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SCHEDULE "D"
MINERAL ROYALTY DEED
This mineral royalty deed is made between Britt Minerals, Inc., a
Montana corporation whose address is 921 West Spruce Street, Missoula, Montana
59802 (referred to in this deed as "Britt"), and the following persons
(collectively referred to in this deed as the "Grantees"):
(a) Peter Ellsworth, whose address is 265 Benton Avenue, Missoula, Montana
59801, a three-fourths of one percent (0.75%) royalty interest; and
(b) Garry J. Carlson, whose address is 921 Spruce Street, Missoula, Montana
59802, a three-fourths of one percent (0.75%) royalty interest.
FOR VALUE RECEIVED, Britt hereby grants, sells, assigns, transfers, and
conveys to the Grantees, as tenants in common, and to the Grantees' heirs and
assigns, a gross overriding royalty (referred to in this deed as the "Gross
Overriding Royalty"), in the amounts and on the terms and conditions described
in this deed, in all gem and industrial diamonds (referred to in this deed as
"Diamonds") recovered, sorted and graded from the mineral rights located in
________ County, Montana, described below (referred to in this deed as the
"Mineral Rights"):
[DESCRIBE MINERAL RIGHTS]
Each of the Grantees is entitled to receive a Gross Overriding Royalty
which is equal to the percentages specified above of the "Appraised Value" (as
defined in this deed, and reconciled as provided for in this deed) of all
Diamonds recovered, sorted and graded from the Mineral Rights, free and clear of
all costs of development and operation, and subject only to taxes and royalties
(except income taxes) and the fees and expenses of graders as provided for in
this agreement.
"Appraised Value" means the valuation in American Dollars of the
Diamonds at the minesite determined by an independent grade appointed by Britt.
The independent grader shall be duly qualified and accredited, and shall sort,
grade and value the Diamonds in accordance with industry standards, having
regard to, but without limiting the generality of the foregoing, the commercial
demand for the Diamonds, the grades of the Diamonds (gem or industrial), and the
colors, sizes and clarity of the Diamonds. The independent valuator shall value
each particular classification of the Diamonds in accordance with the industry
pricebooks, standards and formulas.
The Gross Overriding Royalty will be calculated and paid within 30 days
of the end of each calendar quarter, based on all Diamonds from the Mineral
Rights which were graded in that calendar quarter.
Within 90 days after Britt has received payment for all Diamonds from
the Mineral Rights which were graded in a calendar years, it will reconcile the
Appraised Value (deducting only taxes, royalties and the fees and expenses of
graders as aforesaid) of all such Diamonds with the actual
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proceeds received by Britt from the sale of those Diamonds (deducting only
taxes, royalties and the fees and expenses of graders as described above), and
provide to the Grantees a statement showing all pertinent information in
sufficient detail to explain the calculation of the royalty payment. If the
aggregate proceeds (deducting only royalties and the fees and expenses of
graders as described above) are greater than the Appraised Value, Britt will pay
each Grantee its proportionate share of the excess. if the Appraised Value is
greater than the aggregate proceeds (deducting only taxes royalties and the fees
and expenses of graders as described above), then each Grantee will pay to Britt
its proportionate share of the excess.
All Gross Overriding Royalty payments shall be considered final and in
full satisfaction of all obligations of Britt with respect to those Gross
Overriding Royalties, unless a Grantee gives Britt written notice describing and
setting forth a specific objection to the calculation of the Gross Overriding
Royalty within 12 months after receipt by the Grantee of the statement provided
for above. If the Grantee objects to a particular statement, the Grantee shall,
for a period of 30 days after Britt's receipt of notice of the objection, have
the right upon reasonable notice and at a reasonable time, to have Britt's
accounts and records relating to the calculation of the Gross Overriding Royalty
in question audited by a chartered accountant acceptable to the Grantee and to
Britt. If the audit determines that there has been a deficiency or any excess in
the payment made to the Grantee, the deficiency or excess shall be resolved by
adjusting the next quarterly Gross Overriding Royalty payment due under this
deed. The Grantee shall pay all costs of the audit unless a deficiency of more
than ten percent (10%) of the amount due is determined to exist, in which case
Britt will pay the costs of the audit. All books and records used by Britt for
adjustment in such 12-month period shall establish the correctness and preclude
the filing of exceptions or making of claims for adjustment thereon.
In addition, if Britt conducts an audit, either internally or by an
independent auditor, of the operations on or in respect of the Mineral Rights,
each of the Grantees will be notified and, at its request, will be provided with
a copy of the portion or portions of such audit which pertain to production
statistics.
Dated November __, 1999.
BRITT MINERALS, INC.
By:
---------------------------------
Peter Ellsworth, President
ATTEST:
By: /s/ Garry J. Carlson
------------------------------------
Garry J. Carlson, Secretary
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STATE OF MONTANA )
:SS
COUNTY OF MISSOULA )
This instrument was acknowledged before me on November ___, 1999, by
Peter Ellsworth and Garry J. Carlson as the President and Secretary of Britt
Minerals, Inc.
--------------------------------------------
(SEAL) Notary Public for the State of Montana
Residing at ________________________________
My commission expires ______________________
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