Exhibit 99.1
CONFIDENTIAL SHARE PURCHASE AND SALE AGREEMENT
The terms below are subject to the execution of satisfactory definitive
documentation. The terms are an outline only and are not exhaustive. Upon
execution of this document by the undersigned, the parties will proceed to
attempt to negotiate definitive agreements with a view to execution of such
agreements on or before June 29, 2009.
1 Parties: Mayfair Mining & Minerals, Inc. (the "Purchaser").
Cambridge Mineral Resources plc (the "Vendor").
2 The Company: Recursos Metalicos SA, a Spanish corporation
("Company") which is owned 100% by Cambridge.
3 Properties: (1) Lomero-Poyatos, Spain; and
(2) Masa Valverde, Spain
Specifically including any and all related rights
and permits, all as set forth more specifically in Schedule "A" attached hereto
and incorporated herein by reference. The Properties shall be free and clear of
all liens, charges, encumbrances and claims of whatsoever nature, except as set
forth in Schedule "A".
4 Owner of permits and
rights in Properties: 100% of all Properties and related rights and permits
are owned solely and exclusively by Recursos
Metalicos SA ("Properties").The
5 Purpose of Agreement: The Purchaser wishes to purchase and the Vendor
desires to sell 100% of the Vendor's shares in the
Company, free and clear of all liens, charges,
encumbrances and claims of whatsoever nature.
6 Purchase Price: US $7,500,000 by:
(a) the issuance of 10,000,000 Rule 144 common shares
of Mayfair Mining & Minerals, Inc., restricted from trading for a period of two
years, at a deemed price of US $ 0.70 cents. The purchase consideration is
payable in two tranches of - 2 x 5,000,000 shares. The first tranche payable
upon the closing date, anticipated to be July 1, 2009 and the second upon the
first annual anniversary of the closing date. The Vendor unconditionally agrees
to the lock-up period of 24 months for each of the tranches of shares,
commencing on the date of issuance of the share certificates and not to sell,
transfer or otherwise encumber the Shares, or any portion thereof, for a period
of two (2) years from the date of issuance thereof; and
(b) upon closing the Purchaser will immediately
transfer to the Vendor a cash payment of US $100,000 followed by payment(s)
totaling $150,000 prior to August 31, 2009.
(i) The Parties confirm that the proposed Transaction may require
governmental and regulatory approvals, clearances, and consents, third
party consents, and the approvals of their respective Board of
Directors.
(ii) Each of the Parties will pay their own costs incurred in the
performance of their obligations under this Agreement.
(iii) The Parties agree to keep the terms of this Agreement confidential and
to not disclose the terms of this Agreement or the fact that
discussions in respect of the Agreement are in progress, unless
required to do so by law, by applicable regulatory or securities
regulations, or with the prior written consent of the Vendor.
(iv) This Agreement may not be assigned by any of the Parties without the
prior written consent of the other Parties and may not be amended or
supplemented except by instrument in writing signed by the Parties.
(v) This Agreement may be executed in one or more counterparts each of
which will constitute an original hereof and all of which together will
constitute one and the same agreement. This Agreement may be executed
by facsimile signature, and execution thereby will constitute an
original hereof.
(vi) This Agreement will be governed by and construed in accordance with the
laws of England and Wales.
(vi) This Agreement is specifically subject to and conditioned upon each
party conducting due diligence on the other party and its assets and
liabilities, and agreeing to accept the same on an "as-is, where-is"
basis, unles otherwise agreed upon in writing.
(v) The Seller also agrees as a condition of the purchase and this
Agreement, that should the Seller become insolvent and/or consider
Administration or bankruptcy proceedings, voluntary or involuntary,
within a period of five (5) years from the date of closing of the
transaction, the Seller grants the Purchaser the absolute and
unconditional right to re-purchase the share consideration of
10,000,000 shares or the amount of shares then remaining in its
possession at a price of $0.70 cents per share or the market price if
the lesser of the two amounts.
7. Financial Accounts
a) The Seller warrants that the Company's draft audited accounts to 31st
December 2008 and subsequent draft management accounts all as already
provided to the Buyer will be finalised without any material changes
thereto.
b) The Buyer warrants that the Buyer's draft audited accounts to 31st
March 2007 and 31st March 2008 and subsequent draft management accounts
all as already provided to the Seller will be finalised without any
material changes thereto.
8. Legal Actions
a) The Seller warrants that so far as it is aware the Company has no legal
actions in progress, pending or contemplated save for those stated
below:
[Details]
b) The Buyer warrants that so far as it is aware the Buyer has no legal
actions in progress, pending or contemplated save for those stated
below:
The Buyer is in receipt of a claim lodged with the Industrial Tribunal of
England and Wales for unfair dismissal by Mr. Peter Davy, a former consultant
and awaits notification of a hearing date.
9. Liabilities
a) The Seller warrants that so far as it is aware the Company has no
material tax or other liabilities actual, accrued, contingent,
contemplated or otherwise possible other than those recorded in its
accounts as already provided to the Buyer.
b) The Buyer warrants that so far as it is aware the Buyer has no material
tax or other liabilities actual, accrued, contingent, contemplated or
otherwise possible other than those recorded in its accounts as already
provided to the Seller.
10. Board of Directors
Pursuant to the closing of this Agreement the Buyer's Board of Directors may
consider the appointment of two further independant directors to be nominated by
the Seller.
11. Reversion of Agreement
If the Buyer is for whatever reason unable to obtain a listing on the Toronto
Stock Exchange within 18 months of Closing, this Agreement will become null and
void, and within 30 days thereof the Buyer will transfer the Shares of the
Company back to the Seller and the Seller and its subsidiary will repay to the
Buyer any and all sums previously received from the Buyer.
12. The Buyer agrees to use its best efforts to place a portion of the Seller's
share consideration at a price to be negotiated in order to raise no less than
the additional sum of US $250,000 on behalf of the Seller.
This Agreement is signed by the duly authorized representative of each of the
Parties on this (date).
Mayfair Mining & Minerals, Inc. Cambridge Mineral Resources plc
By: /s/ Clive de Larrabeiti By: /s/ Michael Burton
----------------------- ------------------
Name: Clive de Larrabeiti Name: Michael Burton
Position: President Position: Director
By: /s/ Colin Andrew
----------------
Name: Colin Andrew
Position: Director