EXHIBIT 4.1
ASSIGNMENT AND SETTLEMENT AGREEMENT
THIS AGREEMENT made effective the 31st day of July, 2000
BETWEEN: COAST FALCON RESOURCES LTD.
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A British Columbia Company
(the "Company")
AND: VERNON MEYER
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a director and officer of the Company
(the "Assignor")
AND: WMC EQUITIES INC.
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a British Columbia Company
("WMC")
AND: PETERSEN MANAGEMENT INC.
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a British Columbia Company
("PMI")
AND: PEMCORP MANAGEMENT INC.
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A British Columbia Company
("Pemcorp")
("Pemcorp" together with WMC and PMI, the "Assignees")
WHEREAS:
A. As of the date of this Agreement, the Company owes the Assignor the sum of
$81,663.24 primarily for management consulting services for the thirty
months ended July 31, 2000 (the "Debt");
B. The Assignor wishes to assign, effective as of the date of this Agreement,
to the Assignees, all of the Assignor's right, title and interest in and to
the Debt; and
C. The Assignees understand and acknowledge that the Company is experiencing
financial difficulty and does not have the ability to pay the Debt and as a
consequence have agreed to accept common shares of the Company having
nominal value in full settlement and satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the covenants contained herein the parties hereto agree as follows:
1. For the purpose of this Agreement, "Settlement Date" means the date that is
5 business days after the date on which the Company receives approval from
its shareholders to issue the "Settlement Shares" in full settlement and
satisfaction of the Debt in accordance with the terms of this Agreement.
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2. The Creditor and the Company represent and warrant to the Assignees that
the Debt is outstanding and payable to the Creditor as at the effective
date hereof.
3. The Creditor represents and warrants to the Assignees that he has the right
to assign the Debt to the Assignees, as herein contemplated, and that the
Debt is free and clear of any and all charges, liens and encumbrances of
any nature or kind.
4. For the sum of $10.00, the sufficiency and receipt of which is hereby
acknowledged by the Assignor, the Assignor hereby sells, assigns and
transfers to the Assignees and the Assignees hereby accept all of the
Assignor's right, title and beneficial interest in and to the Debt.
5. The Company hereby acknowledges and agrees to the within assignment of the
Debt to the Assignees.
6. The Assignees hereby agree to accept 2,028,750 non-assessable shares in the
common stock of the Company, after the Company gives effect to a minimum
ten (old shares) for one (new share) reverse split of its common stock (the
"Reverse Split"), at a deemed price of approximately $0.04 per share, post
reverse split, (the "Settlement Shares"), in full settlement and
satisfaction of the Debt. The number of Settlement Shares be issued to each
of the Assignees is set out on Schedule A hereto.
7. The Assignees hereby agree and acknowledge that the number of shares of the
Company issued in full settlement of the Debt is arbitrary and was arrived
at through negotiations, there is no active market for the shares of the
Company and the Company has not represented to the Assignees that the
Settlement Shares have or will ever have a realizable value equal to the
face amount of the Debt or any realizable value whatsoever.
8. Subject to the issuance and receipt of the Settlement Shares on the
Settlement Date, the Assignor and the Assignees hereby forever release and
discharge the Company from the Debt.
9. The consummation of the transaction contemplated hereby is subject the
Company receives approval from its shareholders to issue the "Settlement
Shares" and the Reverse Split. If such approval is not obtained and the
Reverse Split is not made effective by September 15, 2000 this Agreement
shall be terminated and have no further force or effect unless the parties
hereto agree otherwise.
10. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective heirs, successors and assigns.
11. Time is of the essence of this Agreement.
12. This Agreement shall be construed in accordance with the laws of the
province of British Columbia.
13. The undersigned have the requisite authority to enter into this Agreement.
14. This Agreement may be executed in as many counterparts as may be necessary
and by facsimile, each of such counterparts so executed will be deemed to
be an original and such counterparts together will constitute one and the
same instrument and notwithstanding the date of execution will be deemed to
bear the day and year first above written.
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15. This Agreement represents the entire agreement between the parties.
/s/ Vernon Meyer /s/ Bill McCartney
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Vernon Meyer, Director Bill McCartney, Director
Coast Falcon Resources Ltd. WMC Equities Inc.
/s/ Leonard Petersen /s/ Vernon Meyer
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Leonard Petersen, Director Vernon Meyer
Petersen Management Inc.
/s/ Leonard Petersen
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Leonard Petersen, Director
Pemcorp Management Inc.
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SCHEDULE "A"
ASSIGNMENT AND SETTLEMENT AGREEMENT
ASSIGNEE NUMBER OF SETTLEMENT SHARES
WMC Equities Inc. 500,000
Petersen Management Inc. 500,000
Pemcorp Management Inc. 1,028,750
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2,028,750
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