UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month(s) of March, 2000.
BELMONT RESOURCES INC.
(Translation of Registrant's Name Into English)
SEC File Number: 000-29616
#1180 - 666 Burrard Street, Vancouver, B.C. Canada V6C 2X8
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No
--- ---
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-686.
Exhibits
Exhibit 1 - March 1, 2000 - Form 27 Material Change Report
Exhibit 2 - March 3, 2000 - Form 27 Material Change Report
Exhibit 3 - March 7, 2000 - Notice of acquisition c/w Form 5C Transaction
Summary and agreements
Page 2
Exhibit 1 - March 1, 2000 - Form 27 Material Change Report
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
March 1, 2000
ITEM 3. PRESS RELEASE
Issued March 1, 2000 and distributed through the facilities of Vancouver
Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company wishes to announce that it has now signed an agreement with Dorfner
Firmengruppe (32.5%) and OSTU Industriemineral a division of Thyssen Schachtbau
GMBH (24.5%) of Germany to acquire 57% of Rozmin s.r.o. of the Slovak Republic.
Rozmin s.r.o. a private Slovak mining company controls the massive Gemerska
Poloma talc deposit with an estimated 150 million ton talc carbonate reserve in
Eastern Slovak Republic.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Pursuant to our February 8th news release announcing a Letter of Intent, the
Company wishes to announce that it has now signed an agreement with Dorfner
Firmengruppe (32.5%) and OSTU Industriemineral a division of Thyssen Schachtbau
GMBH (24.5%) of Germany to acquire 57% of Rozmin s.r.o. of the Slovak Republic.
The balance of 43% ownership in Rozmin is held by Rima Muran s.r.o., a
subsidiary of EuroGas Inc. Rozmin s.r.o. a private Slovak mining company
controls the massive Gemerska Poloma talc deposit with an estimated 150 million
ton talc carbonate reserve in Eastern Slovak Republic. This talc deposit ranks
as one of the largest in the world. The acquisition price will be 2.85 million
DEM (German marks), approximately $2.14 million Cdn.
An evaluation and analysis of the feasibility study completed by Hansa GeoMin
Consult of Germany indicated that the European market requires over 1.2 million
tons of talc per year to supply the paper, plastics and paint industries. With
the estimated 30 million tons of contained talc at an average selling price of
500 DEM/ton ($375 Cdn. per ton) the value is significant. The Company intends
to proceed with the first stage of mine development in the western part of the
orebody with 5.9 million tons of mineralized talc rock containing 1.6 million
tons of talc. Based on the high-grade reserves at a cut-off grade of 40%, the
mine layout is designed for a yearly capacity of 130,000 tpy.
Upon completion of CDNX regulatory approval the Company intends to proceed
immediately with the first stage of mine development.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been
omitted.
Page 3
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to herein.
/s/GARY MUSIL
Gary Musil, Secretary
DATED this 1st day of March, 2000.
Page 4
Exhibit 2 - March 3, 2000 - Form 27 Material Change Report
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
March 3, 2000
ITEM 3. PRESS RELEASE
Issued March 3, 2000 and distributed through the facilities of Vancouver
Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company will be paying a finder's fee in cash/or shares to Tradetec m.b.H
of Vilsheim, Germany for and in consideration of the finder assisting in and
facilitating the negotiation and signing of a purchase agreement with OSTU
Industrie mineral and Gebruder Dorfner.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
More News regarding Talc deposit:
In additional to the news release dated March 1, 2000 regarding the acquisition
of a world-class talc deposit in Eastern Europe, the Company will be paying a
finder's fee in cash/or shares to Tradetec m.b.H of Vilsheim, Germany for and
in consideration of the finder assisting in and facilitating the negotiation
and signing of a purchase agreement with OSTU Industrie mineral and Gebruder
Dorfner.
The payment of this cash/shares are subject to regulatory approval.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been
omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to herein.
/s/ GARY MUSIL
Gary Musil, Secretary
DATED this 3rd day of March, 2000.
Page 5
Exhibit 3 - March 7, 2000 - Notice of acquisition c/w Form 5C Transaction
Summary and agreements
BELMONT RESOURCES INC.
#1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: gmusil@direct.ca
Website: www.Belmont-Resources.com
March 7, 2000
Canadian Venture Exchange
4th Floor, 609 Granville Street
Vancouver, B.C.
V7Y 1H1
Attn: Corporate Finance Services
Dear Sir or Madam:
Re: Belmont Resources Inc. (the "Company")
Acquisition of 57% Interest in Rozmin s.r.o.
In accordance with Vancouver Stock Exchange Listing Policy 5.3, we hereby
provide you with written notice of the following reviewable acquisition:
1. THE NAME OF THE LISTED COMPANY:
Belmont Resources Inc.
2. STATUTORY EXEMPTION BEING RELIED UPON FOR ISSUANCE OF SHARES:
N/A
3. SUMMARY OF TRANSACTION:
The Company has signed an agreement with Dorfner Firmengruppe (32.5%) and OSTU
Industriemineral a division of Thyssen Schachtbau GMBH (24.5%) of Germany to
acquire 57% of Rozmin s.r.o. of the Slovak Republic. Rozmin s.r.o. a private
Slovak mining company controls the massive Gemerska Poloma talc deposit with an
estimated 150 million ton talc carbonate reserve in Eastern Slovak Republic.
4. FINDER'S FEE:
There is a finder's fee payable in relation to the proposed transaction.
5. LIST OF DOCUMENTS ENCLOSED WITH NOTICE:
(a) Transaction Summary Form 5C;
(b) Copy of News Releases dated March 1 & 3, 2000;
(c) Certified Copy of Minutes of Directors Meeting;
(d) Agreements on the Assignment of Company shares dated February 24, 2000
(see attached);
(e) Finders Fee Agreement dated February 26, 2000 (see attached);
(f) Analysis and Evaluation of the Feasibility Study of the Gemerska -
Poloma by Hansa GeoMin Consult, GmbH of Duisburg, Germany - January 1998;
(g) The Company's cheque in the amount of $802.50 (Inclusive of the
applicable GST) made payable to the Canadian Venture Exchange representing
the requisite filing fee in relation to this transaction.
Should you have any further questions or require additional information with
respect to the foregoing, please do not hesitate to contact the undersigned.
Yours truly,
/s/ GARY MUSIL
Gary Musil,
Secretary/Director
GM/rm
Enclosures
c.c. - Martin & Associates - Attn: Paul Fang, Solicitor
- - Securities & Exchange Commission, Wash. D.C., USA
Page 6
FORM 5C
TRANSACTION SUMMARY FORM
Re: Belmont Resources Inc. (the "Issuer").
SEDAR Project #: 243263
The undersigned hereby certifies the following information:
1. The undersigned is a director or senior officer of the Issuer and is duly
authorized by the Issuer to make this declaration.
2. The transaction is fully disclosed in a news release dated March 1, 2000.
3. The asset/property to be acquired by the Issuer, including the location of
the asset/property is as follows:
The Issuer is acquiring 57% of the shares in Rozmin s.r.o. Corp. ("Rozmin").
Rozmin is a private Slovak mining company which controls the Gemerska-Poloma
talc deposit located in Eastern Slovak Republic.
4. The date, parties to and type of agreement (eg: sale or option) are as
follows:
(i) On February 24, 2000 the Issuer signed an Agreement on the Assignment of
Company Shares in the Rozmin s.r.o. Corp. with Gebruder Dorfner GmbH & Co.
("Dorfner") for 32.5% of Rozmin.
(ii) On February 24, 2000 the Issuer signed an Agreement on the Assignment of
Company Shares in the Rozmin s.r.o. Corp. with OSTU Industriemineral
Consult GmbH Co. Ltd. ("OIMC") for 24.5% of Rozmin.
5. The total share and/or cash consideration and required work commitments for
the first year for the transaction are as follows:
(i) The price for the assignment of the Rozmin shares held by Dorfner shall
amount to 1,625,000 DEM (one million, six hundred and twenty-five thousand
German marks), approx. $1.22 million Cdn.
(ii) The price for the assignment of the Rozmin shares held by OIMC shall
amount to 1,225,000 DEM (one million, two hundred and twenty-five thousand
German marks), approx. $0.92 million Cdn.
No work commitments are required in the first year of the acquisition.
6. The names of any parties receiving securities of the Issuer pursuant to the
transaction and the number of securities to be issued are described as follows:
NAME OF PARTY
(IF NOT AN INDIVIDUAL, NAME ALL INSIDERS NUMBER AND TYPE OF SECURITIES
OF THE PARTY) TO BE ISSUED
N/A N/A
Page 7
7. The transaction is not a Related Party Transaction as defined in Policy 1.1
8. If the other party to the transaction is not an individual, the names of all
Insiders of the other party are as follows:
(i) Dorfner is a private German corporation with registered offices in
Scharhof 1, D-92242 Hirschau, Germany represented by its General Manager
Mr. Stephan Dorfner, Graduate Engineer.
It's shareholders are Elisabeth Dorfner of Nurnberger Str. 8, 92242
Hirschau, Germany (50%); Stephan Dorfner of Schillerstr. 6b, 92224 Amberg,
Germany (16.67%); Ulrich Dorfner of Eichenweg 21, 922242 Hirschau, Germany
(16.67%); and Barbara Dorfner of Georgienstr. 61b, 80799 Munich, Germany
(16.67%).
(ii) OIMC is a private Austrian corporation with registered offices in
Haldengasse 12, A-8753 Fohnsdorf, Austria represented by its General
Manager Mr. Peter Loehr, Graduate Engineer and Directors Hans-Gunther
Marchl and Herbert Kaiser.
OIMC is a subsidiary of Thyssen Schachtbau GmbH of Ruhrstrabe 1, 45468
Mulheim an der Rehr, Germany. The Issuer does not have direct knowledge of
the Insiders of OIMC.
9. If the transaction is an acquisition, the Issuer has taken reasonable steps
to ensure that the vendor has good title.
10. There are no Material Changes relating to the Issuer which have not been
publicly disclosed.
11. To the knowledge of the Issuer, at the time an agreement in principle was
reached, no other party to the transaction had knowledge of any undisclosed
Material Fact or Material Change relating to the Issuer, other than in relation
to the transaction.
12. The Minor Acquisitions, as defined in Policy 5.3 - Acquisitions and
Dispositions of Non-Cash Assets, of the Issuer during the preceding 12 months
are as follows:
(i) The Issuer entered into an agreement with Mike Lavoie on March 5, 1999
to acquire a 100% interest in certain mineral claims located in the Lac
Rocher area, Quebec - Approved March 12, 1999 by the Exchange, -
submission #43279.
(ii) The Issuer entered into an agreement with Montoro Resources Inc. on
March 16/99 regarding a disposition of 50% interest in a nickle/copper
property in the Lac Rocher Area, Quebec - Approval March 23/99 by the
Exchange - Submission #43430.
Page 8
(iii) The Issuer entered into an agreement with McCallan Oil & Gas GesmbH of
Austria, a wholly owned subsidiary of Sierra International Group, Inc.
dated December 13, 1999 to acquire a 25% interest in a 2478.9 square Km
oil and gas exploration license located in north-eastern Slovakia.
Approved February 8, 2000 by the Exchange - Submission #49834.
(iv) The Issuer entered into an agreement with Montoro Resources Inc. on
January 4, 2000 regarding the acquisition of 50% interest in a nickle/
copper/PGE property in the Ungava Area of Northern Quebec. Approved
February 15, 2000 by the Exchange - Submission #49927.
13. If a finder's fee is to be paid, the particulars of such proposed fee are as
follows (including name and address of the finder):
By agreement dated February 26, 2000 the Issuer agrees to pay a fee of 150,000
DEM (approx. $112,500 Cdn.) in cash to Tradetech gmbh of Birkenweg 12, D-84186
Vilshein, Germany represented by Dr. Reinhard Hahn, Metallurgical Engineer, sole
Managing Director.
14. If applicable, state that the transaction is the acquisition of an interest
in a property and that the property being acquired is contiguous to or otherwise
related to any other asset acquired in the last 12 months.
Not applicable.
15. The transaction has been approved by the directors of the Issuer and in the
event of any conflict of interest, to the knowledge of the Issuer, any party in
conflict has complied with applicable corporate law and Exchange Requirements.
The transaction has been approved by the directors of the Issuer in accordance
with corporate law and Exchange Requirements.
16. If the transaction is a Related Party Transaction, as defined in Policy 1.1
- - Interpretation, disclose which directors declared a conflict of interest and
abstained from voting at the directors meeting regarding this transaction.
Not applicable.
Dated: March 8, 2000
/s/ GARY MUSIL
Signature of authorized signatory
Gary Musil
Print name of signatory
Secretary/Director
Official capacity
Page 9
AGREEMENT
on the Assignment of Company Shares
in the
Rozmin s.r.o. Corp.
page 1 of 5
Contract Dorfner/Belmont - 2. Version/February 13th, 2000
Page 2
1. The Gebroder Dorfner GmbH & Co. Kaolin - und Kristaliquarzsand-Werke KG
with registered offices Scharhof 1, D-92242 Hirschau, Germany represented by
its General Manager, Mr. Stephan Dorfner, graduate engineer, hereinafter
referred to in short as Dorfner brothers on the one hand, and
2. Belmont Resources, Inc.
with registered offices in Suite 1180 - 666 Burrard St., Vancouver, B.C.,
Canada, V6C 2X8,
represented by its President, Mr. Vojtech Agyagos,
hereinafter referred to in short as "Belmont",
have, in accordance with Art. 115 of the Act No. 513/1991 Sig. Commercial
Code as amended by subsequent regulations, concluded on today's date this
AGREEMENT ON THE ASSIGNMENT OF COMPANY SHARES,
Subject to the terms and conditions set out below.
CLAUSE I
PREAMBLE
1.1. The Rozmin s.r.o. Corp. was founded by virtue of its Articles of
Association dated May 7, 1997, and entered in the Company Register at the
Kosice I district court (Dept. s.r.o.) on May 30, 1997, Reg. No. 9397/V,
receiving the ID No. 36 174 033.
1.2. The Dorfner brothers, the OIMC and the Rima Muran s.r.o. Corp., with
registered offices in Safarikova 114, 048 01 Roznava are the shareholders
in the Corporation.
1.3. The Rozmin s.r.o. Corp.'s original capital amounts to SKK 400,000.00 as
per the day of the signing of this Agreement.
1.4. The Dorfner brothers' share of the original capital amounts to a cash
investment of SKK 130,000.00, the shareholders' contribution paid in in
full. The Dorfner brothers' shareholdings amount to 32.5%.
Contract Dorfner/Belmont - 2. Version/February 13th, 2000
Page 3
1.5. The share of the OSTU Industriemineral Consult GmbH Co. Ltd. amounts to a
a cash investment of SKK 98,000.00, paid in in full. The OIMC's
shareholdings amount to 24.5%.
CLAUSE 2
SUBJECT OF AGREEMENT
2.1. The Dorfner brothers shall assign its shareholdings in their entirety
(i.e. 32,5%) in the Rozmin s.r.o. Corp. to Belmont Resources Inc. for the
price set out in accordance with Clause 3 of this Agreement.
2 2. In accordance with Clause 3 of this Agreement, the transfer of company
shares is payable, and its effectiveness is bound to the fulfilment of the
Deferment Provisions (Fig. 3.3).
2.3. Belmont Resources shall hereby accept the company shares in the Rozmin
s.r.o. Corp. in their entirety and shall, in turn, undertake to pay the
price in the amount and in the manner in accordance with Clause 3 of this
Agreement.
CLAUSE 3
PRICE FOR THE ASSIGNMENT OF COMPANY SHARES, PAYMENT AND DEFERMENT TERMS
AND CONDITIONS
3.1. The price for the assignment of the company shares in Dorfner brothers
shall amount to DEM 1,625,000.00 (in words: one million six hundred and
twenty-five thousand German marks).
3.2. The purchase price set out in Fig. 3.1. shall be due immediately upon the
signing of this Agreement and the approval thereof by the Canadian
authorities, and shall be transferred into the Dorfner brothers bank
account.
Bank: Hypo Vereinsbank
D-92224 Amberg
Account No. 1303236
Bank code: 75220070
3.3. The contractual parties are aware of and shall agree to the facts that
the transfer of the company shares is dependent upon the payment of the
price in accordance with Fig. 3.1, that the Canadian authorities have
approved the transaction and that an identically-worded Agreement with
the OSTU Industriernineral Consult GmbH Co. Ltd. has been concluded. The
price for the transfer of the OSTU Industriernineral Consult GmbH Co. Ltd.
company shares shall amount to DEM 1,225,000.00 (one million two hundred
and twenty-five thousand German marks).
Contract Dorfner/Belmont - 2. Version/February 13th, 2000
Page 4
3.4. Belmont shall instigate the necessary action for the acquisition of
official approval immediately following the signing of this Agreement.
3.5. Should the Deferment Terms and Conditions approval of Canadian
authorities and conclusion of an agreement with O1MC as set forth in
figure 3.3 not be fulfilled within a period of 60 days following the
signing of the Agreement, the present Agreement shall become null and
void, unless the contractual parties agree otherwise to extend this
period.
CLAUSE 4
ASSIGNMENT OF SHARES
4.1. The company shares identified in Fig. 1.4. shall be assigned - subject
to joint consequential performance - following the fulfilment of the terms
and conditions according to Fig. 3.3. In addition, all rights and
obligations connected with the company share to be transferred, shall be
passed over as per the effectiveness of the transfer.
4.2. The assignment of the company shares vis-a-vis third parties shall enter
into force as per the day on which a Ruling thereupon, passed by the
Kosice I District Court on the entry of the change in the Rozmin s.r.o.
Corp. in the Company Register, has become effective.
Clause 5
ACCESSION TO THE ARTICLES OF ASSOCIATION
5.1. Prior to signing this Agreement, Belmont was supplied with the Rozmin
s.r.o. Corp.'s Articles of Association, including all amendments and
supplements thereto. Furthermore Belmont has conducted a due diligence.
Belmont, as acquirer of the company shares and newly acceding shareholder
in the Rozmin s.r.o. Corp., declares that it
accedes to the corporation's Articles of Association in their entirety.
Clause 6
Final Terms and Conditions
6.1. Legal transactions resulting from this Agreement are based on Slovakian
law, and in particular the terms and conditions set out in the Slovakian
Commercial Code.
Contract Dorfner/Belmont - 2. Version/February 13th, 2000
Page 5
6.2. Any and all amendments or supplements to this Agreement shall require
the accord of both contractual parties and must be made in writing.
6.3. In accordance with Art. 585 of the Slovakian Fed. Law Gaz., the
contractual parties hereby declare their waiver of enjoining in any
disputes which may arise from the previous legal relationships, especially
from shareholdings in the Rozmin s.r.o. Corp.
6.4. Any and all disputes arising from this Agreement or in connection
therewith, including disputes on the validity of the Agreement itself,
shall be decided upon in accordance with the Arbitration Ordinance of the
International Court of Arbitration of the Austrian Chamber of Commerce in
Vienna (Vienna Regulations) by three arbitrating magistrates appointed in
accordance with these said Regulations.
6.5. Should a provision of this Agreement be or become ineffective or invalid,
the remaining terms and conditions shall remain unaffected thereby. In
the place of such ineffective or invalid provision, a new such regulation
shall apply which corresponds to the commercial objective intended by the
contractual parties.
6.6. In connection with the introduction of the Euro currency, the contractual
parties shall agree that, on the day of the introduction of the Euro - as
the single currency in the Federal Republic of Germany - shall replace the
DEM currency in this Agreement. The official conversion rate from DEM to
Euro, as stipulated by the European Council (EUR 1 = DEM 1.95583), shall
be applied for the conversion of the sums set out in this Agreement and
for payments arising therefrom.
6.7. The contractual parties declare that this Agreement and the wording
thereof correspond to their actual, true and free will, in witness and
evidence whereof they set their signatures thereto.
6.8. All costs connected with this Agreement, as well as those of its
implementation (including those of its entry in the Commercial Register
and of payment transactions), shall be paid by Belmont.
24th dated February ,2000
/s/ signed /s/ signed
- ---------------------------------- --------------------------------
Gebruder Dofner GmbH & CO. Belmont Resources Inc.
Kaolin- und Kristallquarzsandwerke KG "VOJTECH AGYAGOS/Gary Musil"
"STEPHEN DORFNER"
This contract was sent to the Rozmin s.r o. Corp on 26 02 2000.
/s/ signed /s/ signed
Rozmin s.r.o "ONDREJ ROZLOZNIK"
"ERNST HAIDECKER" c/s Rosmin s.r.o
048 01 Roznava
Contract Dorfner/Belmont - 2. Version/February 13th, 2000
AGREEMENT
on the Assignment of Company Shares
in the
Rozmin s.r.o. Corp.
Contract OIMC/Belmont - 2. Version/February 13th, 2000
Page 2
1. The OSTU Industriemineral Consult GmbH Co. Ltd. with registered offices
Haldengasse 12, A-8753 Fohnsdorf, Austria, represented by its General
Manager, Mr. Peter Loehr, graduate engineer, hereinafter referred to in
short as OIMC on the one hand, and
2. Belmont Resources, Inc.
with registered offices in Suite 1180 - 666 Burrard St., Vancouver, B.C.,
Canada, V6C 2X8,
represented by its President, Mr. Vojtech Agyagos,
hereinafter referred to in short as "Belmont",
have, in accordance with Art. 115 of the Act No. 513/1991 Sig. Commercial
Code as amended by subsequent regulations, concluded on today's date this
AGREEMENT ON THE ASSIGNMENT OF COMPANY SHARES,
Subject to the terms and conditions set out below.
CLAUSE I
PREAMBLE
1.1. The Rozmin s.r.o. Corp. was founded by virtue of its Articles of
Association dated May 7, 1997, and entered in the Company Register at the
Kosice I district court (Dept. s.r.o.) on May 30, 1997, Reg. No. 9397N,
receiving the ID No. 36 174 033.
1.2. The Dorfner brothers, the OIMC and the Rima Muran s.r.o. Corp., with
registered offices in Safarikova 114, 048 01 Roznava are the shareholders
in the Corporation.
1.3. The Rozmin s.r.o. Corp.'s original capital amounts to SKK 400,000.00 as
per the day of the signing of this Agreement.
1.4. The Dorfner brothers' share of the original capital amounts to a cash
investment of SKK 130,000.00, the shareholders' contribution paid in in
full. The Dorfner brothers' shareholdings amount to 32.5%.
Contract OIMC/Belmont - 2. Version/February 13th, 2000
Page 3
1.5. The share of the OSTU Industriernineral Consult GmbH Co. Ltd. amounts
to a cash investment of SKK 98,000.00, paid in in full. The OIMC's
shareholdings amount to 24.5%.
CLAUSE 2
SUBJECT OF AGREEMENT
2.1. The OIMC shall assign its shareholdings in their entirety (i.e. 24,5 %)
in the Rozmin s.r.o. Corp. to Belmont Resources Inc. for the price set out
in accordance with Clause 3 of this Agreement.
2.2. In accordance with Clause 3 of this Agreement, the transfer of company
shares is payable, and its effectiveness is bound to the fulfilment of the
Deferment Provisions (Fig. 3.3).
2.3. Belmont Resources shall hereby accept the company shares in the Rozmin
s.r.o. Corp. in their entirety and shall, in turn, undertake to pay the
price in the amount and in the manner in accordance with Clause 3 of this
Agreement.
CLAUSE 3
PRICE FOR THE ASSIGNMENT OF COMPANY SHARES, PAYMENT AND DEFERMENT TERMS
AND CONDITIONS
3.1. The price for the assignment of the company shares in OIMC shall amount to
DEM 1,225,000.00 (in words: one million two hundred and twenty-five
thousand German marks).
3.2. The purchase price set out in Fig. 3.1. shall be due immediately upon the
signing of this Agreement and the approval thereof by the Canadian
authorities, and shall be transferred into the OIMC's bank account.
Bank: Bank Austria AG
A-8700 Leoben
Account No. 481 533206
Bank code: 20151
3.3. The contractual parties are aware of and shall agree to the facts that the
transfer of the company shares is dependent upon the payment of the price
in accordance with Fig. 3.1, that the Canadian authorities have approved
the transaction and that an identically-worded Agreement with the Dorfner
brothers has been concluded. The price for the transfer of the Dorfner
brothers' company shares shall amount to DEM 1,625,000.00 (one million six
hundred and twenty-five thousand German marks).
Contract OIMC/Belmont - 2. Version/February 13th, 2000
Page 4
3.4. Belmont shall instigate the necessary action for the acquisition of
official approval immediately following the signing of this Agreement.
3.5. Should the Deferment Terms and Conditions approval of Canadian
authorities and conclusion of an agreement with Dorfner brothers as set
forth in figure 3.3 not be fulfilled within a period of 60 days following
the signing of the Agreement, the present Agreement shall become null and
void, unless the contractual parties agree otherwise to extend this
period.
Clause 4
Assignment of Shares
4.1. The company shares identified in Fig. 1.5. shall be assigned - subject to
joint consequential performance - following the fulfilment of the terms
and conditions according to Fig. 3.3. In addition, all rights and
obligations connected with the company share to be transferred, shall be
passed over as per the effectiveness of the transfer.
4.2. The assignment of the company shares vis-a-vis third parties shall enter
into force as per the day on which a Ruling thereupon, passed by the
Kosice I District Court on the entry of the change in the Rozmin s.r.o.
Corp. in the Company Register, has become effective.
Clause 5
ACCESSION TO THE ARTICLES OF ASSOCIATION
5.1. Prior to signing this Agreement, Belmont was supplied with the Rozmin
s.r.o. Corp.'s Articles of Association, including all amendments and
supplements thereto. Furthermore Belmont has conducted a due diligence.
Belmont, as acquirer of the company shares and newly acceding shareholder
in the Rozmin s.r.o. Corp., declares that it
accedes to the corporation's Articles of Association in their entirety.
Clause 6
FINAL TERMS AND CONDITIONS
6.1. Legal transactions resulting from this Agreement are based on Slovakian
law, and in particular the terms and conditions set out in the Slovakian
Commercial Code.
Contract OIMC/Belmont - 2. Version/February 13th, 2000
Page 5
6.2. Any and all amendments or supplements to this Agreement shall require the
accord of both contractual parties and must be made in writing.
6.3. In accordance with Art. 585 of the Slovakian Fed. Law Gaz., the
contractual parties hereby declare their waiver of enjoining in any
disputes which may arise from the previous legal relationships,
especially from shareholdings in the Rozmin s.r.o. Corp.
6.4. Any and all disputes arising from this Agreement or in connection
therewith, including disputes on the validity of the Agreement itself,
shall be decided upon in accordance with the Arbitration Ordinance of the
International Court of Arbitration of the Austrian Chamber of Commerce in
Vienna (Vienna Regulations) by three arbitrating magistrates appointed in
accordance with these said Regulations.
6.5. Should a provision of this Agreement be or become ineffective or invalid,
the remaining terms and conditions shall remain unaffected thereby. In the
place of such ineffective or invalid provision, a new such regulation
shall apply which corresponds to the commercial objective intended by the
contractual parties.
6.6. In connection with the introduction of the Euro currency, the contractual
parties shall agree that, on the day of the introduction of the Euro - as
the single currency in the Federal Republic of Germany - shall replace the
DEM currency in this Agreement. The official conversion rate from DEM to
Euro, as stipulated by the European Council (EUR 1 = DEM 1.95583), shall
be applied for the conversion of the sums set out in this Agreement and
for payments arising therefrom.
6.7. The contractual parties declare that this Agreement and the wording
thereof correspond to their actual, true and free will, in witness and
evidence whereof they set their signatures thereto.
6.8. All costs connected with this Agreement, as well as those of its
implementation (including those of its entry in the Commercial Register
and of payment transactions), shall be paid by Belmont.
24th dated February ,2000
/s/ signed /s/ signed
OSTU Industrieminera Consult GmbH Co. Ltd. Belmont Resources Inc.
"PETER LOEHR" "VOJTECH AGYAGOS"/"GARY MUSIL"
This contract was sent to the Rozmin s.r.o. Corp. on 26 02 2000.
/s/ signed /s/ signed
Rosmin s.r.o "Ondrej Rozlonik"
"Ernst Haidecker" c/s Rosmin s.r.o
048 01 Roznava
Contract OIMC/Belmont - 2. Version/February 13th, 2000
February 26/00 Finders Fee Agreement - Tradetec.GmbH
BELMONT RESOURCES INC.
#1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: gmusil@direct.ca
Website: www.Belmont-Resources.com
February 26, 2000
Tradetec.gmbh
Birkenweg 12
D - 84186 Vilsheim
Attn: Dr. Reinhard Hahn
Dear Sir:
Re: Finder's Fee
- ----------------
Further to discussions with regard to the above, this letter will confirm our
understanding:
1. Belmont Resources Inc. (the "Company") agrees to pay a fee of 150,000 DEM
(Approx $112,500 Cdn) in cash to Tradetec.gmbh (the "Finder") for and in
consideration of the Finder assisting in and facilitating the negotiation and
signing of a purchase agreement with OSTU Industrie mineral and Gebruder
Dorfner.
2. The Finder is aware that the Company's shares are posted and listed for
trading on the Canadian Venture Exchange and that the Company is an "Exchange
Issuer", as defined in the Securities Act (British Columbia).
3. The parties hereto hereby acknowledge that each of them is aware of the
discretionary powers of the regulatory authorities to alter the amount of cash
being paid to the Finder as a finder's fee, as set forth in paragraph 1 hereof
and if so altered, the parties hereto agree to such alteration.
4. The Company and the Finder agree to execute all such further and other
assurances and documents and to do or cause to be done all acts or things
necessary to implement and carry into effect the provisions and intent of this
Agreement.
5. It is expressly understood and agreed that this Agreement will not be
assignable in whole or in part.
6. This Agreement will be governed by and interpreted in accordance with the
laws of British Columbia.
7. This Agreement will enure to the benefit of and be binding upon the parties
hereto, their respective heirs, executors, administrators and successors.
Page
8. Time is of the essence.
If you concur with the foregoing, please sign below where indicated.
Yours truly,
BELMONT RESOURCES INC.
/s/ GARY MUSIL
Gary Musil
Secretary/Director
ACCEPTED AND AGREED to this 9th day of March, 2000.
/s/ DR. REINHARD HAHN
- --------------------------------------
Dr. Reinhard Hahn
Page
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
-------------------------------
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Belmont Resources Inc.
(Registrant)
Date April 7, 2000
By /s/ GARY MUSIL
(Signature)
Gary Musil, Secretary/Director