Exhibit 10.1
AGREEMENT
This agreement (the "Agreement") is entered into by and between Alanco
Environmental Resources Corporation ("Alanco") and Gold And Minerals Company,
Inc. ("GAM"), effective as of September 1, 1999.
WHEREAS, Alanco leases 13 mining claims on approximately 268 acres in
Mohave County, Arizona from the United States Bureau of Land Management (the
"BLM") known as the COD Mine (the "COD Mine").
WHEREAS, Alanco also owns various personal property (the "Property") and
buildings (the "Buildings") at the COD Mine.
WHEREAS, GAM desires to purchase the COD Mine, the Property and the
Buildings from Alanco and Alanco desires to sell said assets to GAM.
(Hereinafter the COD Mine, the Property and the Building may be referred to as
the "Assets.")
NOW, THEREFORE, the parties hereto agree as follows:
1. Alanco hereby sells, transfers, assigns and grants unto GAM: (a) the COD
Mine by way of the Quit Claim Deed set forth as Exhibit A attached hereto; and
(b) the Buildings and the Property by way of the Bill of Sale set forth as
Exhibit B attached hereto.
2. The purchase price for the Assets shall be Four Million Dollars
($4,000,000) (the "Purchase Price"). However, the Purchase Price shall be
subject to adjustment if the results of the 1999 appraisal of the COD Mine (the
"Appraisal") yield a value of less than $3,600,000 or more than $4,400,000.
3. The Purchase Price shall be paid by GAM by delivering to Alanco Four
Million (4,000,000) shares of its Series A Convertible Preferred Stock as more
fully described in Certificate of Designation set forth in Exhibit C attached
hereto (the "Series A Preferred Stock"), subject to adjustment per the
Appraisal.
4. GAM hereby represents and warrants to Alanco as follows:
(a) GAM is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has all requisite corporate
power and authority to carry on its business as now conducted and as proposed to
be conducted.
(b) The authorized capital of GAM consists of, immediately prior to
closing, of: (i) 10,000,000 shares of Preferred Stock, par value $.001, of which
no shares have been issued; and (ii) 60,000,000 shares of Common Stock, $.001
par value, of which 39,933,660 shares are issued and outstanding, with up to an
additional 10,000,000 shares may be issued to the Chairman and the President of
GAM upon conversion of GAM's outstanding debt to them.
(c) The issuance of the Series A Preferred Stock has been duly authorized
by GAM's Board of Directors and the Certificate of Designation for the Preferred
Stock shall be filed with and accepted by the Nevada Secretary Of State prior to
the closing of the transaction contemplated by this Agreement. The Series A
Preferred Stock when issued to Alanco will be duly validly issued, fully paid
and non-assessable.
5. GAM shall not sell, transfer, assign or pledge any of the Assets without
the prior written approval of Alanco, so long as any Series A Preferred Stock is
owned by Alanco. However, in the event Alanco pledges the Series A Preferred
Stock, the above-stated restriction on GAM's transfer of the Assets shall cease
and terminate.
6. Alanco warrants that the Appraisal is the true and correct appraisal
received from the appraiser. Alanco also warrants that its has full right, title
and interest in the Assets and it has the right to sell and transfer the Assets,
subject to the BLM owing the real estate at the COD Mine. Alanco further
warrants that the Assets are free from any liens and are unencumbered by any
debt.
7. Any controversy or claim arising out of or relating to this Agreement,
except for a request for injunctive relief, shall be settled by arbitration in
the Phoenix metropolitan area in accordance with the then governing rules of the
American Arbitration Association. The party to whom the arbitrator or
arbitration panel makes an award shall be entitled to receive as part of the
award the reasonable cost of its attorney fees and litigation expenses. Judgment
upon the award rendered in the arbitration may be enforced in court described in
Paragraph 10 below of this Agreement.
8. The transaction contemplated by this Agreement shall be consummated as
soon as reasonably possible, with Alanco holding the executed Exhibit A and
executed Exhibit B until such time on or before September 15, 1999 that GAM
delivers a duly authorized and executed Preferred Stock certificate representing
4,000,000 shares of Series A Preferred Stock to Alanco.
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9. This rights and obligations upon the parties to this Agreement may not
be assigned by one party without the prior written consent of the other party.
10. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Arizona, United States of America. The parties hereby
expressly agree that the proper venue for any claim or cause of action by the
parties shall be the Superior Court for Maricopa County, Arizona and the each
party upon execution of this Agreement consents to the service of process from
such court.
11. No modification or amendment of this Agreement shall be valid unless it
is in writing and signed by both parties hereto.
12. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings between the Company and
Employee.
13. The waiver by either party of a breach of any term of this Agreement
shall not operate as, or be construed as, a waiver of any subsequent breach.
14. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date first above written.
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
By: /s/ Robert R. Kauffman
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Robert R. Kauffman, Chairman
GOLD AND MINERALS COMPANY, INC.
By: /s/ Charles C. Mottley
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Charles C. Mottley, Chairman
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EXHIBIT B
BILL OF SALE
Alanco Environmental Resources Corporation hereby sells, assigns, transfers
and grants unto Gold And Minerals Company, Inc. all Buildings located on the COD
Mine site in Mohave County, Arizona and the personal property set forth on the
attached schedule.
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
By: /s/ Robert R. Kauffman
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Robert R. Kauffman, Chairman