Exhibit 4.5
SHARE PURCHASE AGREEMENT
made between
ARGOSY MINERALS INC.
ARGOSY MINING CORP.
and
TOURNIGAN GOLD CORPORATION
July 9, 2003
Fasken Martineau DuMoulin
Barristers & Solictors
2100 - 1075 West Georgia Street
Vancouver, B.C.
V6E 3G2
TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION................................................2
1.1 Defined Terms.................................................2
1.2 Schedules.....................................................3
1.3 Interpretation................................................4
ARTICLE 2 PURCHASE AND SALE.............................................5
2.1 Shares........................................................5
2.2 Purchase Price................................................5
2.3 Purchase Price Allocation.....................................5
2.4 Operating Cost Adjustment.....................................6
2.5 AMI Consent...................................................6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS.................6
3.1 Representations and Warranties................................6
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...............9
4.1 Representations and Warranties................................9
ARTICLE 5 CLOSING......................................................10
5.1 Closing Date and Location....................................10
5.2 Application for Exchange Approval............................10
5.3 Vendors' Closing Documents...................................10
5.4 Purchaser's Closing Documents................................11
ARTICLE 6 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE
PURCHASER OF ITS OBLIGATIONS UNDER THIS AGREEMENT............11
6.1 Purchaser's Conditions.......................................11
6.2 Waiver.......................................................13
6.3 Covenant of the Vendors......................................13
ARTICLE 7 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE
VENDORS OF THEIR OBLIGATIONS UNDER THIS AGREEMENT............13
7.1 Vendors' Conditions..........................................13
7.2 Waiver.......................................................14
ARTICLE 8 CONDUCT OF BUSINESS PRIOR TO CLOSING.........................14
8.1 Conduct......................................................14
ARTICLE 9 EXAMINATIONS AND WAIVERS.....................................15
9.1 Access for Investigation.....................................15
9.2 Disclosure of Information....................................15
ARTICLE 10 EXCLUSIVE AREA OF INTEREST...................................16
ARTICLE 11 GENERAL......................................................16
11.1 Public Notices...............................................16
11.2 Expenses.....................................................16
11.3 Time.........................................................16
11.4 Notices......................................................16
11.5 Governing Law................................................17
11.6 Severability.................................................17
11.7 Entire Agreement.............................................18
11.8 Further Assurances...........................................18
11.9 Enurement....................................................18
11.10 Counterparts.................................................18
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of July 9, 2003
BETWEEN:
ARGOSY MINERALS INC., a body corporate duly
incorporated in the Yukon Territory ("AMI"), and
ARGOSY MINING CORP. a body corporate duly
incorporated in the Yukon Territory ("AMC"), each
having an office at 20607 Logan Avenue, Langley,
B.C., V3A 7R3
(together, "the Vendors")
AND:
TOURNIGAN GOLD CORPORATION, a company
incorpo-rated under the laws of the Yukon
Territory, having a place of business at Suite 520
- 800 West Pender Street, Vancouver, B.C.
(the "Purchaser")
WHEREAS:
A. AMI holds all of the issued and outstanding shares in the capital of AMC
B. AMC is the legal and beneficial owner of all of the issued and outstanding
shares in the capital of the Slovak joint stock company, Kremnica Gold, a.s (the
"Company");
C. The Company is the holder of certain mineral properties in the area of
Kremnica in the Slovak Republic;
D. The Purchaser and AMI entered into a letter agreement dated March 11, 2003,
whereby the Purchaser offered to acquire the Company shares, subject to all
necessary regulatory approvals and completion of satisfactory due diligence, and
paid to AMI the sum of $25,000 to secure the exclusive right to conduct such due
diligence; and
E. The Purchaser has completed the due diligence process to its satisfaction and
gave notice thereof to AMI on May 28, 2003, in accordance with such letter
agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of one dollar
and the mutual agreements and covenants herein contained (the receipt and
adequacy of such consideration being hereby acknowledged by each party), the
parties covenant and agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Defined Terms
As used in this Agreement, the following terms have the following meanings:
(a) "Affiliate" has the meaning ascribed to that term under the Yukon Business
Corporations Act as of the date of this Agreement;
(b) "Assets" means the Machinery and Equipment, the real property described in
Schedule D, the mineral rights described in Schedule E, the Permit and the
Data;
(c) "Balance Sheet" means the Company's balance sheet comprised in the
Financial Statements;
(d) "Bookkeeping Report" means the Company's bookkeeping report dated June 30,
2003 prepared by Eva Krajcikova, a copy of which is contained in Schedule
A;
(e) "Closing" means the completion of the purchase and sale of the Shares
pursuant to this Agreement;
(f) "Closing Date" means July 11, 2003 or such other date as may be agreed in
writing by the parties;
(g) "Company" means the Slovak joint stock company, Kremnica GOLD, a.s., having
its registered seat at Horna 51, 974 01 Banska Bystrica, Identification
No.: 36 019 798, registered with the Company Register of the District Court
in Banska Bystrica, file: Sa, inlet No.: 415/S;
(h) "Current Operations" means the Company's operations in relation to its
Mineral Properties as of the date of the Purchase Notice;
(i) "Data" means the maps, data, reports, samples, assay and other test results
and other information in the possession or under the control of the Company
or either of the Vendors and relating to the mineral exploration or mining
operations of the Company or of any previous owner of the Company's mineral
rights;
(j) "Encumbrances" means any lien, claim, charge, pledge, hypothecation,
security interest, mortgage, title retention agreement, option, royalty or
encumbrance of any nature or kind whatsoever;
(k) "Exchange" means the TSX Venture Exchange;
(l) "Financial Statements" means the audited financial statements of the
Company for the fiscal year of the Company ended December 31, 2002
consisting of a balance sheet, statement of retained earnings, an income
statement and a statement of changes in financial position of the Company
including the notes to such financial statements;
(m) "Key Employees" means those individuals employed by the Company and listed
in Schedule B;
(n) "Letter Agreement" means the letter agreement referred to in Recital D of
this Agreement;
(o) "Machinery and Equipment" means the machinery, equipment and other personal
property listed in Schedule C;
(p) "Permit" means the permit listed in Schedule G;
(q) "Person" includes an individual, corporation, body corporate, partnership,
joint venture, association, trust or unincorporated organization or any
trustee, executor, administrator or other legal representative thereof;
(r) "Purchase Notice" means the notice dated May 28, 2003 described in recital
E of this Agreement;
(s) "Purchase Price" means $500,000;
(t) "Purchaser's Solicitors" means the law firm of Fasken Martineau DuMoulin
LLP;
(u) "Shares" means all of the outstanding shares in the share capital of the
Company;
(v) "Shareholder Loans" means amount due or accruing due to AMC or AMI or any
of their respective Affiliates, or any director or officer of any of them;
(w) "Time of Closing" means the time on the Closing Date that the Closing
occurs;
(x) "Vendors' Solicitors" means the law firm of Lawson Lundell;
1.2 Schedules
The following are the schedules to this Agreement:
Schedule A Bookkeeping Report June 2003
Schedule B Employees
Schedule C Machinery and Equipment
Schedule D Real Property
Schedule E Mineral Rights
Schedule F Encumbrances
Schedule G Permit
1.3 Interpretation
For the purposes of this Agreement, except as otherwise expressly provided
herein:
(a) "this Agreement" means this Agreement, including the schedules hereto, as
it may from time to time be supplemented or amended;
(b) any reference in this Agreement to a designated article, section,
subsection, paragraph or other subdivision, or to a schedule, is to the
designated article, section, subsection, paragraph or other subdivision of
or schedule to this Agreement unless otherwise specifically stated;
(c) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular
article, clause, subclause or other subdivision or schedule;
(d) the singular of any term includes the plural and vice versa and the use of
any term is equally applicable to any gender and where applicable to a body
corporate;
(e) the word "or" is not exclusive and the word "including" is not limiting
(whether or not non-limiting language such as "without limitation" or "but
not limited to" or other words of similar import are used with reference
thereto);
(f) all accounting terms not otherwise defined in this Agreement have the
meanings assigned to them in accordance with generally accepted accounting
principles applicable in Canada;
(g) except as otherwise provided, any reference to a statute includes the
regulations made pursuant thereto with all amendments made to such statute
and regulations and in force from time to time, and to any statute or
regulations that may be passed which have the effect of supplementing or
superseding such statute or such regulations;
(h) the phrase "to the best of the knowledge of" or phrases of similar import
used in this Agreement mean that the Person in respect of whom the phrase
is used has made such enquiries as would be reasonably necessary to enable
a Person to make the statement or disclosure;
(i) the headings to the articles and clauses of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are not
intended to interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof;
(j) any reference to a corporate entity includes and is also a reference to any
corporate entity that is a successor to such entity;
(k) the parties acknowledge that this Agreement is the product of arm's length
negotiation between the Vendors and the Purchaser, each having obtained
their or its own independent legal advice, and that this Agreement will be
construed neither strictly for nor strictly against any party irrespective
of which party was responsible for drafting this Agreement;
(l) the representations, warranties, covenants and agreements contained in this
Agreement will not merge at the Closing and will continue in full force and
effect from and after the Closing Date;
(m) each and every covenant, representation or warranty of the Vendors
contained herein will be a joint and several covenant, representation or
warranty of AMI and AMC; and
(n) unless otherwise specifically noted, all references to money in this
Agreement are to lawful currency of Canada.
ARTICLE 2
PURCHASE AND SALE
2.1 Shares
The Purchaser agrees to purchase the Shares from AMC and AMC agrees to sell
the Shares to the Purchaser, free and clear of all Encumbrances and the
Purchaser agrees to pay the Purchase Price by bank draft or certified cheque on
the terms and conditions hereinafter set forth.
2.2 Purchase Price
The Vendors, in consideration of the Purchase Price, agree to assign,
transfer and set over unto the Purchaser, the Shareholder Loans as at the
Closing Date, provided that such Shareholder Loans are not less than the amount
of the Shareholder Loans described in the Bookkeeping Report.
2.3 Purchase Price Allocation
The Purchase Price will be allocated amongst the Shares and the Shareholder
Loans owned by AMC on the following basis:
Shares: $448,100
Shareholder Loans $ 51,900
TOTAL $500,000
2.4 Operating Cost Adjustment
The Purchaser will, by certified cheque or bank draft, reimburse the
Vendors at Closing for $3.000, being that proportion of the July operating costs
of the Company advanced by the Vendors to the Company which represents the
number of days in July after the Closing Date as compared with the number of
days in July to and including the Closing Date.
2.5 AMI Consent
AMI agrees with the sale of the Shares from AMC to the Purchaser and
undertakes to provide AMC with all approvals, assistance and co-operation
required with respect to the sale of the Shares and transactions contemplated by
this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDORS
3.1 Representations and Warranties
Each of the Vendors jointly and severally represents and warrants to the
Purchaser as follows:
(a) Organization and Good Standing of Vendors. Each of the Vendors is a company
duly incorporated, validly existing and in good standing with respect to
the filing of annual reports under the Yukon Business Corporations Act.
(b) Transaction Authority. AMC has all necessary corporate power, authority and
capacity to sell the Shares and to perform its other obligations hereunder.
AMI has all necessary corporate power authority and capacity to perform its
obligations hereunder. The execution and delivery of this Agreement has
been duly authorized by all necessary corporate action on the part of each
of the Vendors and this Agreement has been duly executed and delivered by
each of them and constitutes a valid and binding obligation of each of
them.
(c) No Exchange Approval Needed. Neither of the Vendors is required to obtain
any approval or acceptance by the Exchange or any other stock exchange in
relation to the transaction contemplated herein.
(d) No Violation of Other Agreements. Neither of the Vendors is a party to,
bound by or subject to any indenture, mortgage, lease, agreement,
instrument, statute, regulation, order, judgment, decree or law which would
be violated, contravened or breached by, or under which any default would
occur as a result of, the execution and delivery by the Vendors of this
Agreement or their performance of any of the terms hereof.
(e) Title to Shares. AMC owns and has good and marketable registered title to
all of the Shares, free of all Encumbrances, and the Shares have been duly
and validly issued to AMC and are outstanding as fully paid and
non-assessable shares in the capital of the Company.
(f) Residency of AMC. AMC is not a "non-resident" of Canada within the meaning
of s. 116 of the Income Tax Act of Canada.
(g) Absence of Options. No Person has any agreement, right or option, present
or future, contingent, absolute or capable of becoming an agreement, right
or option or which with the passage of time or the occurrence of any event
could become an agreement, right or option:
(i) to require the Company to issue any further or other shares in its
capital or any other security convertible or exchangeable into shares
in its capital or to convert or exchange any securities into or for
shares in its capital;
(ii) to require the Company to purchase, redeem or otherwise acquire any of
its Shares; or
(iii) to acquire the Shares or any of them.
(h) Financial Statements. The Financial Statements and the Bookkeeping Report
present fairly the financial position of the Company as at the respective
date thereof and the results of the Company's operations and the changes in
the Company's financial position for the period then ending.
(i) Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the Financial Statements or the Bookkeeping Report, or
incurred subsequent to June 30, 2003 in the ordinary and usual course of
the business of the Company or otherwise and not in excess of $10,000 in
the aggregate (excluding any Shareholder Loans and any employee severance
obligations), the Company does not have any outstanding indebtedness or any
liabilities or obligations (whether accrued, absolute, contingent or
otherwise) including any debt, liability or other obligation to either of
the Vendors or to any of their respective Affiliates, directors, officers
or employees, or to any director, officer or employee of the Company.
(j) Absence of Changes. Since the date of the Balance Sheet, except as shown on
the Bookkeeping Report there has not been:
(i) any material adverse change in the condition or operations of the
business, in the Assets or in the financial affairs of the Company; or
(ii) any damage, destruction or loss, labour trouble or other event,
development or condition, of any character (whether or not covered by
insurance) which is not generally known or which has not been
disclosed to the Purchaser, which has or may have a material adverse
effect on the business, Assets, financial affairs or future prospects
of the Company.
(k) Equipment. Substantially all of the office equipment, furniture and
computer equipment (including software) of the Company as inspected by the
Purchaser on April 28, 2003 will be included in the assets of and will be
in the possession of the Company at Closing.
(l) Title to Assets. The Company has good and marketable title to all of its
Assets, free and clear of all Encumbrances except as shown in Schedule F
and none of the Company's Assets are in the possession of or under the
control of any other Person.
(m) Permits. To the best of the Vendors' knowledge, the Permit is in good
standing, unamended except as disclosed to the Purchaser, and the Vendors
are not aware of any existing breach of the Permit by the Company or any
act or omission which, after notice or lapse of time, might constitute such
a breach.
(n) Employees. Schedule B contains a complete and accurate list of the names
and job titles of all individuals who are full-time, part-time or casual
employees or individuals engaged on contract to provide employment or
similar services or who are sales or other agents or representatives of the
Company. Neither of the Vendors is aware of any intention of any Key
Employee to terminate his or her employment with the Company.
(o) Litigation. To the best of the Vendors' knowledge, there is no action,
suit, litigation, arbitration proceeding, governmental proceeding,
investigation or claim, including appeals and applications for review, in
progress, threatened or pending against, or relating to the Company or
affecting its Assets, the Current Operations or its business, and there is
no judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency, instrumentality or arbitrator outstanding
against the Company.
(p) Corporate Records. The Vendors, as shareholders of the Company, have not
approved or taken any other action with respect to the Company since
December 31, 2002 which would constitute a declaration of dividend,
fundamental change or other determination solely within the jurisdiction of
the shareholders, other than with respect to the issuance of additional
shares upon the capitalization of outstanding Shareholder Loans.
(q) Trade-marks. The Company does not have and does not use any service marks,
trade names, design marks or trade marks.
(r) Indebtedness to Vendors. Except as reflected in the Financial Statements
and the Bookkeeping Report, the Company is not indebted to the Vendors,
other than in respect of amounts advanced for monthly operating expenses in
the ordinary course.
(s) Environmental Matters. Neither the Company nor either of the Vendors has
received notice alleging a violation of environmental laws relating the
Company's activities or its properties, none of them is aware of any such
violation having occurred other than as disclosed to the Purchaser, and to
the best of their knowledge the Vendors have made available to the
Purchaser all environmental audits, evaluations, assessments, reports,
studies or tests relating to the Company and its business and Assets that
were commissioned by or are in the possession of either of them.
(t) Shareholder Loans. AMC does not, nor does AMI or any of the Affiliates,
directors, officers or employees of either of them, have any debt or other
liability owing to the Company nor are there any debts or other liabilities
of the Company to any such persons, other than amounts owed to or
receivable from employees which are not in excess of $5,000 in the
aggregate, and the Shareholder Loans disclosed in the Financial Statements
and the Bookkeeping Report, and AMC:
(i) has actually advanced to the Company the aggregate amount of such
Shareholder Loans;
(ii) is lawfully entitled to be repaid, on demand and without interest, the
full amount of such Shareholder Loans, to the extent that the Company
has the ability to repay such loans, and holds its interest therein
free of all Encumbrances;
(iii) has not assigned any of such Shareholder Loans or any right, title or
interest therein to any other Person;
(iv) has not made any demand for repayment of the whole or any portion of
such Shareholder Loans; and
(v) confirms that it has not forgiven, settled or waived any right of
repayment in respect of the whole or any portion of such Shareholder
Loans other than Shareholder Loans that were previously re-capitalized
as equity by the Company as reflected in the Bookkeeping Report.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
4.1 Representations and Warranties
In order to induce the Vendors to enter into and to consummate the
transactions contemplated by this Agreement the Purchaser represents and
warrants to the Vendors that:
(a) Organization and Good Standing. The Purchaser is a company duly
incorporated, validly existing and in good standing with respect to the
filing of annual reports under the Yukon Business Corporations Act.
(b) Transaction Authority. The Purchaser has all necessary corporate power,
authority and capacity to acquire the Shares and to perform its obligations
hereunder. The execution and delivery of this Agreement has been duly
authorized by all necessary corporate action on the part of the Purchaser
and this Agreement has been duly executed and delivered by the Purchaser
and, subject to Exchange approval, constitutes a valid and binding
obligation of the Purchaser.
(c) No Violation of Other Agreements. The Purchaser is not a party to, bound by
or subject to any indenture, mortgage, lease, agreement, instrument,
statute, regulation, order, judgment, decree or law which would be
violated, contravened or breached by, or under which any default would
occur as a result of, the execution and delivery by the Purchaser of this
Agreement or the performance by the Purchaser of any of the terms hereof.
ARTICLE 5
CLOSING
5.1 Closing Date and Location
The transactions contemplated by this Agreement are intended to be
completed at 11:00 A.M. on the Closing Date at the offices of the Purchaser's
Solicitors, 2100 - 1075 West Georgia Street, Vancouver B.C., or at such other
time, date or location as the parties may agree in writing.
5.2 Application for Exchange Approval
Upon execution of this Agreement the Purchaser will promptly file this
agreement and all related relevant materials with the Exchange and will take all
commercially reasonable efforts to obtain Exchange acceptance of the transaction
contemplated herein in a timely fashion
If the Exchange approval of this transaction has not been received by the
Closing Date, then the Closing will be deferred until 3 business days after
receipt by the Purchaser of Exchange Approval, provided that, if such approval
is not obtained on or before October 1, 2003, then either the Vendors or the
Purchaser may advise the other in writing that they have or it has elected to
terminate this Agreement. Upon such termination, neither the Vendors nor the
Purchaser will have any further obligation or liability hereunder, other than
the obligations of confidentiality described in section 9.2, or as may have
arisen prior to such termination.
5.3 Vendors' Closing Documents
On the Closing Date, the Vendors will deliver, or cause to be delivered, to
the Purchaser the documents set forth in section 6.1(e) and such other documents
as the Purchaser may reasonably require to complete the purchase and sale
intended hereby.
5.4 Purchaser's Closing Documents
On the Closing Date, the Purchaser will deliver to the Vendors one or more
bank drafts, certified cheques or solicitor's trust cheques made payable to the
Vendors' Solicitors, in trust, in the aggregate amount of $503,000.
ARTICLE 6
CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PURCHASER OF
ITS OBLIGATIONS UNDER THIS AGREEMENT
6.1 Purchaser's Conditions
The obligations of the Purchaser to complete the purchase of the Shares and
Shareholder Loans will be subject to the satisfaction of, or compliance with, at
or before the Time of Closing, each of the following conditions precedent:
(a) Truth and Accuracy of Representations of the Vendors. The
representations and warranties of the Vendors in Article 3 will be
true and correct at the Time of Closing and with the same effect as if
made at and as of the Time of Closing.
(b) Performance of Obligations. Each of the Vendors and the Company will
have performed and complied with all the obligations, covenants and
agreements to be performed and complied with by it by the Closing
Date.
(c) No Injunctions. No injunction or restraining order of any court or
administrative tribunal of competent jurisdiction will be in effect
prohibiting the transactions contemplated by this Agreement, and no
action or proceeding will have been instituted or be pending before
any court or administrative tribunal to restrain or prohibit the
transactions between the parties contemplated by this Agreement.
(d) Regulatory Approval. The Purchaser will have received Exchange
acceptance of the purchase of the Shares and the Shareholder Loans.
(e) Closing Documentation. The Purchaser will have received from the
Vendors and, where applicable, the Company the following closing
documentation, delivered either to the place of closing or to the
Purchaser's designated agent in the Slovak Republic:
(i) the share certificate representing the Shares issued in the name
of AMC, duly endorsed for transfer to the Purchaser; which
endorsement must include the business name and the registered
seat of the Purchaser, signatures of the representatives
authorized to act on behalf of AMC and the date of the transfer
of the Shares must correspond to the Closing Date ;
(ii) a certified extract from a resolution of the board of directors
of the Company, authorizing the transfer of the Shares to the
Purchaser, the endorsement for such purpose of the share
certificate representing the Shares, and the registration of such
transfer in the books of the Company and with the Slovak
Securities Centre;
(iii) a certified extract from the shareholder register of the Company
held by the Slovak Securities Centre showing the Purchaser as the
registered owner of the Shares;
(iv) duly signed resignations (including a statement as to the return
of information to the Company), in form and substance
satisfactory to the Purchaser, acting reasonably, of each of the
members of the Company's board of directors, supervisory board,
officers and statutory representatives designated by the
Purchaser;
(v) releases, in form and substance satisfactory to the Purchaser,
acting reasonably, executed by each of the Vendors in favour of
the Company releasing the Company from any and all manner of
actions, causes of action, suits, proceedings, debts (other than
the Shareholder Loans being transferred to the Purchaser), dues,
profits, expenses, contracts, damages, claims, demands and
liabilities whatsoever, in law or equity, which the Vendors or
either of them, ever had, now has or may have against the Company
for or by reason of any matter, cause or thing whatsoever done or
omitted to be done by the Company up to the Closing;
(vi) an assignment of the Shareholder Loans, in form and substance
satisfactory to the Purchaser, acting reasonably, duly executed
by AMC;
(vii) an assignment of the engagement agreement between Boris
Bartalsky and AMC, in form and substance satisfactory to the
Purchaser, acting reasonably, duly executed by AMC;
(viii) all other necessary consents, waivers, including waivers of
pre-emptive rights and authorizations required to enable the
transfer of the Shares and the Shareholder Loans to the Purchaser
as provided for in this Agreement; and
(ix) all such instruments of transfer, duly executed, which in the
opinion of the Purchaser acting reasonably are necessary to
effect and evidence the transfer of the Shares and Shareholder
Loans to the Purchaser free and clear of all Encumbrances.
(f) Absence of Damages. No damage, destruction or loss to any Assets of
the Company, whether owned, leased or licensed that is not adequately
covered by insurance (less amounts which are "deductibles" under such
insurance), and no damage, destruction or loss to any Assets of the
Company where the cost of repairing or replacing all such Assets
exceeds $10,000 in total, will have occurred.
6.2 Waiver
The conditions set forth in this Article 6 are for the exclusive benefit of
the Purchaser and may be waived by the Purchaser in writing in whole or in part
at or before the Time of Closing. Notwithstanding any such waiver, the
completion of the purchase and sale contemplated by this Agreement by the
Purchaser will not prejudice or affect in any way the rights of the Purchaser to
indemnification in respect of the warranties and representations of the Vendors
in this Agreement.
6.3 Covenant of the Vendors
The Vendors covenant to complete all of their respective obligations
hereunder to be completed by the Time of Closing including the deliver all of
the documents, instruments and other items set out in section 6.1(e).
ARTICLE 7
CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE VENDORS OF
THEIR OBLIGATIONS UNDER THIS AGREEMENT
7.1 Vendors' Conditions
The obligations of the Vendors to complete the sale of the Shares and
Shareholder Loans will be subject to the satisfaction of, or compliance with, at
or before the Closing Time, each of the following conditions precedent:
(a) Truth and Accuracy of Representations of the Purchaser. The
representations and warranties of the Purchaser made in Article 4 will
be true and correct at the Time of Closing and with the same effect as
if made at and as of the Time of Closing.
(b) Performance of Agreements. The Purchaser will have performed and
complied with all the obligations, covenants and agreements to be
performed and complied with by it by the Closing Date.
(c) Absence of Injunctions. No injunction or restraining order of any
court or administrative tribunal of competent jurisdiction will be in
effect prohibiting the transactions contemplated by this Agreement,
and no action or proceeding will have been instituted or be pending
before any court or administrative tribunal to restrain or prohibit
the transactions between the parties contemplated by this Agreement.
(d) Purchase Price. The Purchase Price will have been delivered in
accordance with section 5.4.
7.2 Waiver
The conditions set forth in this Article 7 are for the exclusive benefit of
the Vendors and may be waived by the Vendors in writing in whole or in part at
or before the Time of Closing.
ARTICLE 8
CONDUCT OF BUSINESS PRIOR TO CLOSING
8.1 Conduct
Except as otherwise contemplated or permitted by this Agreement, during the
period from the date of this Agreement to the Closing Time, each of the Vendors
will do or will cause the Company to do the following:
(a) Conduct Business in Ordinary and Usual Course. Conduct the Company's
business in the ordinary and usual course thereof and not, without the
prior written consent of the Purchaser, enter into any transaction
which would constitute a breach of any of the Vendors'
representations, warranties or agreements contained herein.
(b) Continue Insurance. Continue in force any and all existing policies of
insurance presently maintained by the Company.
(c) Perform Obligations. Comply with all laws applicable to the Company
and its Current Operations and pay all required taxes as they become
due.
(d) Pay Liabilities. Pay and discharge all liabilities or obligations of
the Company in the ordinary and usual course of business consistent
with past business practice, except for such liabilities or
obligations as may be contested by the Company in good faith.
(e) No Breach. Refrain from any action or omission which would, or would
reasonably be expected to, result in a breach of or render untrue any
representation, warranty, covenant, or other obligation of any of the
Vendors contained herein.
(f) Licences. Obtain, or provide the Purchaser with all co-operation or
support reasonably required to allow the Purchaser to obtain, on or
before the Closing Date, from all appropriate federal, provincial,
state, municipal or other governmental or regulatory bodies, any
licences, permits, consents, approvals, certificates, registrations
and authorizations required to permit the completion of the
transactions contemplated by this Agreement, including Exchange
approval.
(g) Preserve Business. Preserve intact the Assets and carry on the Current
Operations and the affairs of the Company as currently conducted, and
promote and preserve for the Purchaser the goodwill of suppliers,
customers, regulators and others having business relations with the
Company.
(h) Necessary Steps. Take all necessary actions, steps and proceedings
that are necessary or desirable to approve or authorize, or to validly
and effectively undertake, the execution and delivery of this
Agreement and the completion of the transactions contemplated by this
Agreement.
(i) Compliance with Article 9. Comply with the provisions of Article 9.
ARTICLE 9
EXAMINATIONS AND WAIVERS
9.1 Access for Investigation
The Vendors will permit, and will cause the Company to permit, the
Purchaser and its employees, agents, professional advisors and other
representatives between the date hereof and the Closing Date, to have access
during normal business hours to the premises and to all the Key Employees, the
Data, books, accounts, records and other data of the Company (including all
technical, corporate, accounting and tax records and any electronic or computer
accessed data) and to the Assets of the Company. The Vendors will cause the
Company to furnish, and require that the Company's principal bankers, appraisers
and independent auditors and other advisors furnish, to the Purchaser such
financial and operating data and other information with respect to the Current
Operations, business and Assets of the Company as the Purchaser may from time to
time reasonably request to enable confirmation of the matters warranted in
Article 3.
9.2 Disclosure of Information
Until the Time of Closing and, in the event of the termination of this
Agreement without consummation of the transactions contemplated by this
Agreement, thereafter, the Purchaser will keep confidential any information
(unless otherwise required by law or such information is readily available or
becomes readily available, from public or published information or sources)
obtained from the Company or from the Vendors. If this Agreement is so
terminated, promptly after such termination all documents, work papers and other
written material obtained from a party in connection with this Agreement and not
theretofore made public (including all copies and photocopies thereof), will be
returned to the party that provided such material. Before and after Closing the
Vendors and the Purchaser will not disclose the Purchase Price or any other
terms of this Agreement except as reasonably required for income tax, stock
exchange, securities commission and other reporting requirements. After Closing
the Vendors will keep confidential any information regarding the Company and its
business and Assets which was known to it at or prior to the Time of Closing.
ARTICLE 10
EXCLUSIVE AREA OF INTEREST
Each of the Vendors agrees that it will not acquire, nor will it permit any
of its Affiliates to acquire, directly or indirectly, any interest in any
exploration concessions, mining claims, leases, mining rights, interests in
land, fee lands, surface rights or water rights within five (5) kilometres of
the external boundaries of the mineral rights described in Schedule E, without
the Purchaser's prior written consent.
ARTICLE 11
GENERAL
11.1 Public Notices
The parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement will be jointly
planned and co-ordinated and no party will act unilaterally in this regard
without the prior approval of the others, such approval not to be unreasonably
withheld.
11.2 Expenses
All costs and expenses incurred in connection with the preparation of this
Agreement and the transactions contemplated by this Agreement will be paid by
the party incurring such expenses.
11.3 Time
Time will be of the essence of this Agreement.
11.4 Notices
Any notice or other writing required or permitted to be given hereunder or
for the purposes hereof will be sufficiently given if delivered, telecopied or
transmitted electronically to the party to whom it is given or, if mailed, by
prepaid registered mail addressed to such party at:
(a) if to the Purchaser at:
520 - 800 West Pender Street
Vancouver, B.C., V6C 2V6
Attention: President
Fax number: (604) 683 8340
with a copy to Purchaser's Solicitors at:
2100 - 1075 West Georgia Street
Vancouver, B.C., V6E 3G2
Attention: R. S. Angus
fax number: (604) 631 3232
e-mail: tangus@van.fasken.com
(b) if to the Vendors at:
20607 Logan Avenue
Langley, B.C., V3A 7R3
fax number: (604) 530 8423
e-mail: argosy@intergate.ca
with a copy to the Vendors' Solicitors at:
1600 - 925 West Georgia Street
Vancouver, B.C., V6C 3L2
Attention: John T.C. Christian
fax number: (604) 669 1620
e-mail: john.christian@lawsonlundell.com
or at such other address as the party to whom such writing is to be given will
have last notified to the party giving the same in the manner provided in this
clause. Any notice mailed or personally delivered will be deemed to have been
given and received when actually delivered to the recipient. Any notice sent by
telecopier or e-mail will be deemed to have been given and received on the
business day next following the day it was telecopied or e-mailed, provided that
confirmation of receipt is received.
11.5 Governing Law
This Agreement will be governed by and construed in accordance with the
laws in force in the Province of British Columbia and the parties submit and
attorn to the jurisdiction of the courts of the Province of British Columbia.
11.6 Severability
If a court of other tribunal of competent jurisdiction determines that any
one or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose.
11.7 Entire Agreement
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, oral or written, by and
between any of the parties with respect to the subject matter hereof, including
the Letter Agreement.
11.8 Further Assurances
The parties will with reasonable diligence, do all such things and provide
all such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each party will provide such further
documents or instruments required by the other party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date.
11.9 Enurement
This Agreement and each of the terms and provisions hereof will enure to
the benefit of and be binding upon the parties and their respective successors
and assigns.
11.10 Counterparts
This Agreement may be executed in as many counterparts as may be necessary
or by facsimile and each such counterpart agreement or facsimile so executed
will be deemed to be an original and such counterparts and facsimile copies
together will constitute one and the same instrument.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the
day and year first above written.
THE CORPORATE SEAL of
TOURNIGAN GOLD CORPORATION )
was hereunto affixed in the presence of: )
)
) C/S
/s/ Hein Poulus )
- ----------------------------------------------------- )
Authorized Signatory )
)
)
- ----------------------------------------------------- )
Authorized Signatory )
THE CORPORATE SEAL of ARGOSY MINERALS INC. was )
hereunto affixed in the presence of: )
)
) C/S
/s/ Cecil Bond )
- ----------------------------------------------------- )
Authorized Signatory )
)
)
- ----------------------------------------------------- )
Authorized Signatory )
THE CORPORATE SEAL of ARGOSY MINING CORP. was )
hereunto affixed in the presence of: )
)
) C/S
/s/ Cecil Bond )
- ----------------------------------------------------- )
Authorized Signatory )
)
)
- ----------------------------------------------------- )
Authorized Signatory )
SCHEDULE A
Bookkeeping Report June 2003
(insert document #6032825)
SCHEDULE B
Employees
Employee Job Description Period Monthly Salary
- -------- --------------- ------ --------------
Title, Age Since To
- ---------- ----- --
Boris Bartalsky Director, K G Jan 1, 2001 Present/unlimited 50 000,-SKK
PhD, 43 member of Board of one year
directors severance
Exploration Manager Agy March 1, 1997 Present/unlimited 1500 C$, one
year severance
Exploration Manager Ago March 1, 1998 Dec.31, 2001 50 000,-SKK
Exploration Manager Ago March 1, 1997 Mach 1, 1998 28 600, -SKK
Exploration Manager Ago Sept.1, 1996 March 1, 1997 26 000,-SKK
Dusan Roob Site manager K G Nov. 1, 1997 Present/unlimited 16 800,-SKK
Ing, 36
Site manager K G May 1, 1997 Oct. 31, 1997 16 000,-SKK
Finka Oliver, Counsellor K G Jan. 1, 2001 Dec. 31, 2003 200,-SK/hour
Ing, 67
Technical supervisor K G April 1, 2000 Dec. 31, 2000 15 000,-SKK
Senior geologist K G May 1, 1997 March 31, 2000 15 000,-SKK
Senior geologist K G May 1, 1997 April 30, 1998 30 000,-SKK
Branislav Martis Assistant, K G Jan. 7, 1998 Present/unlimited 11 000,-SKK
29 interpreter/translator
Assistant, K G Aug. 25, 1997 January 6, 1998 9 000,-SKK
interpreter/translator
Damian Kelement Watchman K G April 1, 2000 Present/unlimited 5 000,-SKK
44 a.s
Watchman K G Jan. 1, 1999 March 31, 2000 3 900,-SKK
a.s
Watchman K G July 1, 1997 May 31, 1998 8 500,-SKK
a.s
Note: The company must pay 38% from salaries monthly overhead for Slovak
employees as social conscription.
Abbreviations: KG - Kremnica Gold a.s.; AGO - Argosy Slovakia S.I.O.; AGY -
Argosy Mining
SCHEDULE C
Machinery and Equipment
Tangible Fixed Assets:
- ----------------------
Map cabinet in the archive - book value 25 309 Sk
Air compressor in Prep Lab - book value 15,112 Sk
Security system - book value 11,453 SK
Shelves for core boxes - book value 66107 Sk
Drying owen - book value 21862 Sk
Cars
- ----
2 Nissans Double Cab, Pick Up, year of prod. 1996
SCHEDULE D
Real Property
The two parcels numbered 2063 and 2065 registered in Slovakia with:
Okresny urad v Ziari nad Hronom
613 Odbor katastra nehntelnosti
SCHEDULE E
Mineral Rights
Decision issued by the Ministry of Environment of the Slovak Republic on
Sept.18, 2002 on the delineation of the exploration area Lucky No. 503/2002-7.
Decision of the Ministry of Metallurgy and Mining of CSSR on 21 January, 1961 on
the delineation of the Mining area Kremnica No. MHD-D.P. 12.
SCHEDULE F
Encumbrances
Ludovika shaft building is registered as technical cultural site.
SCHEDULE G
Permit
Permission given by a District Mining Office in Banska Bystrica for a purpose to
carry on securing of mine workings and open pit "Kremnica - Sturec - Au, Ag"
under the following conditions: (i) securing of mine workings and open pit
"Kremnica - Sturec - Au, Ag" must be carried on to the extent and according to
the terms of securing plans filed in the District Mining Office in Banska
Bystrica under No. 1963/99, and (ii) the Company must proceed in compliance with
legal rules regulating safety and health protection at work and safety of
performance of mining activity and other valid legal rules.