EXHIBIT 10.41
TERMINATION AND TRANSFER AGREEMENT
THIS AGREEMENT made as of the 23rd day of June, 2000.
BETWEEN:
EUROGAS, INC., a Utah Corporation.
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(herein called the "EuroGas")
OF THE FIRST PART
AND:
EUROGAS RESOURCES INC., a British Columbia Corporation.
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(herein called the "EuroSub")
OF THE SECOND PART
AND:
BELMONT RESOURCES INC., a British Columbia Corporation.
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(herein called the Belmont")
OF THE THIRD PART
W H E R E A S:
A. EuroGas, EuroSub and Belmont entered into an acquisition
agreement dated October 9, 1998 (The "Acquisition
Agreement") pursuant to which EuroGas, through its wholly
owned subsidiary, EuroSub acquired 90% of the common shares
of Maseva Gas s.r.o. ("Maseva Gas") from Belmont.
B. Belmont and EuroSub entered into an agreement on transfer of
ownership participation dated October 30, 1998. The transfer
of Belmont's 90% interest in Maseva Gas to EuroSub;
C. EuroGas, Maseva Gas, and Belmont entered into a working
interest agreement relating to the development of the
exploration territory owned by Maseva Gas "the "Exploration
Territory") and the assignment of the 22 1/2% working interest
in the Exploration Territory to Belmont; and
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D. EuroGas (UK) Limited and EuroGas, EuroGas GmbH - Austria,
and Belmont entered into a letter agreement dated June 14,
2000 whereby EuroGas agreed to transfer the 90% interest in
Maseva Gas held by EuroSub back to Belmont.
NOW THEREFORE in consideration for $1.00 paid by Belmont to
EuroGas and EuroSub, the parties hereto agree as follows:
1. Transfer of Maseva Gas
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1.1 EuroSub hereby transfers its whole interest in Maseva Gas to
Belmont on basis of which Belmont shall become the
participant of Maseva Gas with ownership of 90% of Maseva
Gas' registered capital.
1.2 In consideration for the transfer of the participation in
Maseva Gas, Belmont shall pay to EuroGas, Inc. $1.00.
2. Working Interest Agreement
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2.1 The parties agree that, upon transfer of the participation
interest in Maseva Gas back to Belmont, each of the parties
rights, and obligations under the working interest agreement
made between EuroGas, Inc., Maseva Gas and Belmont Resources
Inc. shall terminate.
3. Warrants
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3.1 Parties agree to amend the terms of the warrants granted by
EuroGas Inc., to EuroGas Resources Inc., and the warrant
granted by EuroGas Resources Inc. to Belmont, as follows:
(a) The warrant granted by EuroSub to Belmont shall be
canceled be of no further force and effect.
(b) The warrant granted by EuroGas to EuroSub (the
"Warrant") shall be amended such that the Warrant shall
be deemed granted to Belmont, the exercise price of the
Warrant shall be amended to $0.82 per share, and the
Warrant shall have an expiry date of June 14, 2002. The
Warrant shall be in a form attached hereto as Schedule
"A". The Warrant shall be subject to the terms of the
piggy back registration rights agreement dated October
26, between EuroGas, and EuroSub (the "Registration
Rights Agreement").
(c) The Registrations Rights Agreement shall be deemed to
be amended by substituting Belmont as a party to that
agreement in the place of EuroSub.
4. Representations and Warranties of EuroGas and EuroSub.
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4.1 EuroGas and EuroSub represent and warrant to Belmont that:
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(a) There are no contracts, agreements, leases or other
commitments written or oral to which EuroGas, EuroSub
or Maseva Gas are subject, or to which the Exploration
Territory is a subject, which require the consent of
the other party in order to consummate the transaction
contemplated herein;
(b) EuroGas, EuroSub and Maseva Gas has complied with all
applicable statutes and regulations of any governmental
agency with respect to the Exploration Territory. The
Exploration Territory, including all rights under the
terms of the decision governing the Exploration
Territory, is in good standing and can be fully
exploited by Maseva Gas;
(c) Maseva Gas has acted in full compliance with all
environmental laws in holding and the Exploration
Territory is not subject to any environmental
liabilities; and
(d) No work has been carried out on the Exploration
Territory by EuroGas, EuroSub or Maseva Gas since the
date of the Acquisition Agreement.
5. Further Acts.
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5.1 Each of the parties agrees to perform such further acts and
execute such further documents as may be necessary to give
effect to the transactions contemplated hereby.
6. Execution of Counterpart.
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This Agreement may be executed in any number of
counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which when
taken together shall constitute but one and the same. This
Agreement may be duly executed by way of facsimile
signature, however, any part so executing by facsimile
signature shall deliver original executed counterparts of
this Agreement to each of the other parties to this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first written above.
EUROGAS INC.
Per: /s/ Karl Arleth
________________________
Authorized Signatory
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EUROGAS RESOURCES, INC.
Per: /s/ Karl Arleth
_______________________
Authorized Signatory
BELMONT RESOURCES INC.
Per: _______________________
Authorized Signatory
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