FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, April & May , 2001
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BELMONT RESOURCES INC.
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(Translation of registrant's name into English)
Suite 600 - 625 Howe Street, Vancouver, B.C. V6C 2T6
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(Address of principal executive offices)
[Indicate by a check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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[Indicate by a 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.
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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 June 19, 2001 By /s/ Gary Musil
-------------------------------------
(Signature)
Gary Musil, Secretary/Director
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
600 - 625 Howe Street
Vancouver, BC
V6C 2T6
ITEM 2. DATE OF MATERIAL CHANGE
April 11, 2001
ITEM 3. PRESS RELEASE
Issued April 11, 2001 and distributed through the facilities of
Vancouver Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Mr. Nicolo Bellanca has resigned from the Board of Directors.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Mr. Nicolo Bellanca has resigned from the Board of Directors.
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/Director
DATED this 11th day of April, 2001.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
600 - 625 Howe Street, Vancouver, BC V6C 2T6
ITEM 2. DATE OF MATERIAL CHANGE
April 24, 2001
ITEM 3. PRESS RELEASE
Issued April 24, 2001 and distributed through the facilities of
Vancouver Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Belmont finalizes agreements on Sale of 57% Interest in Rozmin
s.r.o. - Talc Deposit
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Belmont finalizes agreements on Sale of 57% Interest in Rozmin
s.r.o. - Talc Deposit
Further to our news release of February 14, 2001 Belmont Resources
Inc. ("Belmont") announces that it has received final signed
agreements with EuroGas, Inc. ("EuroGas").
EuroGas agrees to acquire Belmont's 57% shareholding interest in
Rozmin s.r.o. ("Rozmin") the owner and operator of the Gemerska
Poloma talc deposit in exchange for the following: (1) EuroGas will
issue to Belmont 12 million common shares (with U.S.A. registration
rights attached); and (2) EuroGas will pay to Belmont a US $100,000
non-refundable advance royalty; and (3) EuroGas/Rozmin will pay to
Belmont a royalty of 2% of the sale price on each sold ton of talc
and other terms and conditions more specifically described in the
agreement.
An independent Fairness Opinion is being completed regarding this
transaction and shareholders will be asked to approve this
transaction at the upcoming General Meeting. Notice and dates of
the General Meeting will be announced soon.
The agreement is also 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/Director
DATED this 24th day of April, 2001.
BELMONT RESOURCES INC.
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#600 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: belmontr@direct.ca
Website: www.Belmont-Resources.com
May 16, 2001
SEDAR
B.C. Securities Commission
9th Floor, 701 W. Georgia Street
Vancouver, B.C.
Attn: Statutory Filings
- ---------------------------
Dear Sir or Madam:
Re: Belmont Resources Inc. (the "Company")
- ----------------------------------------------
Attached herewith please find a Form 27 regarding a material change of May 16,
2001.
Yours truly,
/s/ GARY MUSIL
Gary Musil,
Secretary/Director
GM/rm
Enclosure
c.c. - Alberta Securities Commission (SEDAR)
- Securities & Exchange Commission, Washington, D.C., U.S.A.
* M a r t i n & A s s o c i a t e s *
barristers & solicitors
2100 - 1066 West Hastings Street John T. Martin
Vancouver, B.C. V6X 3X2 Craig K. Iwata
Tel: (604) 687-8080 Fax: (604) 687-8218 Ralph H. Yetman
Paul M. Fang
Bryce Cox
Peter W. Hammond*
May 7, 2001
Canadian Venture Exchange
6th Floor, 609 Granville St.
Vancouver, B.C.
V7Y 1H1
Attention: Corporate Finance
Dear Sirs:
Re: Belmont Resources Inc. (the "Company")
In compliance with Policy 5.3(6), we enclose the following documents for the
Company as a Reviewable Disposition submission:
1. Form 5C - Transaction Summary Form;
2. Certified true copy of the Share Purchase Agreement dated March 27, 2001;
3. Certified true copy of the consent agreement from Rima Muran s.r.o dated
April 9, 2001;
4. Copy of the Rozmin s.r.o annual audited financial statements as at
December 31, 2000 prepared by R dl & Partner of Slovakia, with a draft
conversion statement prepared by the Company's auditors, Dale, Matheson
Carr-Hilton, which presents the R dl statements in Canadian currency;
5. Original fairness opinion prepared by B.J. Price Geological Consultants
Inc. and Ross Glanville and Associates Ltd. dated April 20, 2001; and
6. Filing fees, by way of cheque, in the amount of $802.00
Please note that the final confirmations between Rozmin s.r.o. auditors and
Dale, Matheson Carr-Hilton have not been finalized, and therefore the draft
conversion statement is for discussion purposes only.
If you have questions or require any further information, please do not hesitate
to contact the writer.
Sincerely,
MARTIN & ASSOCIATES
per:
PAUL M. FANG
/le
Enclosures
* M a r t i n & A s s o c i a t e s * *Associate counsel
is a law corporation
FORM 5C
TRANSACTION SUMMARY FORM
Re: Belmont Resources Inc. (the "Issuer").
SEDAR Profile #: .
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 February 14,
2001 and April 24, 2001.
3. The asset/property to be sold by the Issuer, including the location of
the asset/property is as follows:
The Issuer is proposing to sell all of its shares (the "Share Sale") in
Rozmin s.r.o. ("Rozmin") to EuroGas, Inc. ("EuroGas") on the terms and
conditions stated below. Rozmin is the owner and operator of the Gemerska
Poloma talc deposit located in Slovakia.
Consideration
-------------
Subject to regulatory approval, the Share Sale will occur on the basis
of:
A. Payment of 12,000,000 shares of Eurogas (the "Payment Shares") to
the Issuer upon regulatory approval and the grant of the right to the
Issuer to compel Eurogas to register such shares under the Securities
Act of 1933;
B. Payment of a USD$100,000 non-refundable deposit, which deposit shall
be advance on royalties described below;
C. Payment by Rozmin on an ongoing royalty of 2% of the gross sale price
of each ton of talc sold.
Eurogas will have the right to buy-back any unsold Payment Shares (up to
6,000,000) at US$2.00 per share within one year of the execution date of
the purchase agreement.
The value represented by the Payment Shares shall be guaranteed by the
following formula:
D. if the average weighted trading price of the shares of Eurogas as
quoted on the NASD OTC market is less than US$0.30 for any 10 trading
day period within one year of the date of execution of the agreement
by all parties, then Eurogas will issue to the Issuer that number of
common shares equal to 1,000,000 multiplied by the following factor:
(US$0.30-(10 day ave. w. tr. price))/0.05
E. in the event the Issuer is unable from the sale of the Payment Shares
to recover 125% of its initial investment in the talc deposit equal
to CDN$3,000,000 (based on an initial investment of CDN$2,400,000)
within one year of the date of execution of the agreement by all
parties due to depressed market conditions or a depressed trading
price then Eurogas shall within 10 business days of the written
request by the Issuer issue such additional common shares to
compensate for any shortfall from the CDN$3,000,000, with the deemed
price of such shares to be the average weighted trading price for the
10 day period prior to the date of receipt of the written notice by
Eurogas.
Eurogas' responsibility to fund development
-------------------------------------------
Eurogas agrees to arrange the necessary financing to place the Gemerska
Poloma talc deposit into commercial production within one year from the
date of the agreement and if this is not accomplished (other than for
reasons beyond Eurogas's control) then Eurogas will pay the Issuer an
advance royalty of US$10,000 per month for each month of delay in
achieving commercial production;
Eurogas will be responsible for the Issuer's share of the working capital
budget of Rozmin s.r.o. from January 1, 2001 as well as any investment
capital expenses incurred and outstanding since the start of the surface
installations;
4. The date, parties to and type of agreement (eg: sale or option) are as
follows:
Share purchase agreement dated March 27, 2001 among the Issuer, Eurogas
and Rozmin.
5. The total share and/or cash consideration and required work commitments
for the first year for the transaction are as follows:
See 3. above.
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:
N/A
7. The transaction is not a Related Party Transaction as defined in Policy
1.1 - Interpretation or, if the transaction is a Related Party
Transaction, the details of the relationship between the Issuer and the
other party are as follows:
N/A
8. If the other party to the transaction is not an individual, the names of
all Insiders of the other party are as follows:
EuroGas Insiders (Based upon the Form 10K filed with the U.S. Securities
----------------
and Exchange Commission on April 18, 2001)
Mr. Andrew Andraczke, President, CEO and Director
Dr. Gregory P. Fontana, Director
Mr. Borre Dahl, Chief Financial Officer
Mr. Wolfgang Rauball, Director
Mr. Gary Henry, Director
Rozmin Insiders
---------------
Dr. Ondrej Rozloznik, Managing Director
Mr. Vojtech Agyagos, Managing Director
Greater than 10% shareholders:
The Issuer - 55%
Rima Muran s.r.o. - 45%.
Rima Muran Insiders
-------------------
Rima Muran s.r.o. is a Limited Company incorporated in the Slovak\
Republic.
Its Managing Director is Ing. Peter Corej of Roznava Slovakia.
Current Board of Directors are Ing. Pavol Krajec, Ing. Jan Balaz, Ing.
Peter Corej, Mr. Juraj Agyagos, Ing. Dusan Berka and Vojtech Agyagos.
Shareholders of Rima Muran are: Ing. Pavol Krajec (11.25%), Ing. Jan
Balaz (11.25%), and Ing. Viliam Komora (11.25%) all of Slovak Republic\
with EuroGas GmbH holding 55%.
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:
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):
N/A
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.
N/A
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.
YES
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.
N/A
Dated: May 7, 2001
/s/ GARY MUSIL
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Signature of authorized signatory
Print name of signatory
Official capacity
AGREEMENT
This Agreement made this April 9, 2001
BELMONT RESOURCES INC. having a business address of Suite 600 - 625 Howe Street
Vancouver, B.C. V6C 2T6
("Belmont")
OF THE FIRST PART
EUROGAS, INC., having a business address of Lektykarska 18, Warsaw 01-687,
Poland
("Eurogas")
OF THE SECOND PART
ROZMIN s.r.o., having a business address of Safarikova 114, Roznava 04801,
Slovak Republic
("Rozmin")
OF THE THIRD PART
RIMA MURAN s.r.o., having a business address of Safarikova 114, Roznava 04801,
Slovak Republic
("Rima Muran")
OF THE FOURTH PART
WHEREAS the parties Belmont, Eurogas and Rozmin have entered into a Share
Purchase Agreement (the "SPA"), a copy which is attached hereto, in which
Belmont shall sell its equity interest in Rozmin.
NOW THEREFORE IN CONSIDERATION of one (1) Canadian Dollar (the receipt and
sufficiency of which is hereby acknowledged), the premises, other good and
valuable consideration and of the covenants and agreements herein contained, the
parties hereto covenant and agree as follows:
1. Rima Muran irrevocably consents and agrees to the completion of all
transactions described in the SPA.
2. This Agreement constitutes the entire agreement between the parties and
supersedes all prior letters of intent, agreements, representations,
warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied.
3. No modification or amendment to this Agreement may be made unless agreed
to by the parties thereto in writing.
4. This Agreement may be executed in any number of counterparts with the
same effect as if all parties to this Agreement had signed the same
document and all counterparts will be construed together and will
constitute one and the same instrument and any facsimile signature shall
be taken as an original.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the day and year first above written.
BELMONT RESOURCES INC. EUROGAS, INC.
/s/ Gary Musil /s/ Andrzej K. Andraczke
- -------------------------------------- --------------------------------------
Per: Authorized Signatory Per: Authorized Signatory
Name: Gary Musil, Secretary/Director Name: Andrzej K. Andraczke
ROZMIN s.r.o. RIMA MURAN s.r.o.
/s/ Dr. Ondrej Rozloznik /s/ Ing. Dusan Berka
- -------------------------------------- --------------------------------------
Per: Authorized Signatory Per: Authorized Signatory
Name: Dr. Ondrej Rozloznik Name: Ing. Dusan Berka, Director
/s/ Juraj Agyagos
--------------------------------------
Per: Authorized Signatory
Name: Juraj Agyagos, Director
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated effective March 27, 2001
AMONG:
BELMONT RESOURCES INC. having a business address of Suite 600 - 625
Howe Street Vancouver, B.C. V6C 2T6,
(the "Vendor")
OF THE FIRST PART
AND:
EUROGAS, INC., having a business address of Lektykarska 18, Warsaw
01-687, Poland
(the "Purchaser")
OF THE SECOND PART
AND:
ROZMIN s.r.o., having a business address of Safarikova 114, Roznava
04801, Slovak Republic
OF THE THIRD PART
WHEREAS:
A. The Purchaser and the Vendor are shareholders of Rozmin s.r.o., a company
incorporated pursuant to the laws of Slovakia and joint venture partners
in the development of a certain talc industrial mineral deposit located
near Gemerska Poloma;
B. The Vendor holds a 57% equity interest in Rozmin s.r.o. equal to a paid
up capital amount of 228,000 SKK, which the Purchaser wishes to purchase
on the terms and conditions described herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of one dollar (the
receipt and sufficiency of which is hereby acknowledged) and the mutual promises
contained herein the parties agree as follows:
ARTICLE 1.
Definitions
1.1 In this Agreement:
(a) "Closing" means the closing of the purchase and sale of the Shares
and certain other matters disclosed herein;
(b) "Commercial Production" means the point when talc industrial mineral has
completed mine extraction, crushing, classifying and/or milling and available to
sell to the consumer market.
(c) "Deposit" means that certain talc industrial mineral deposit located
near Gemerska Poloma, the mineral extraction rights of which are held by Rozmin
s.r.o.
(d) "Encumbrances" means mortgages, charges, pledges, security interests,
liens, encumbrances, actions, and claims of any nature whatsoever;
(e) "Purchase Price Shares" means 12,000,000 common shares in the captial
stock of the Purchaser; and
(f) "Shares" means a 57% equity interest in the capital stock of Rozmin
s.r.o. equal to a paid up capital amount of 228,000 SKK.
ARTICLE 2
Purchase And Sale
2.1 Purchased Shares. Relying upon the representations and warranties
herein contained, and on and subject to the terms and conditions hereof,
the Vendor will sell to the Purchaser and the Purchaser will accept and
acquire from the Vendor the Shares in consideration of:
(a) the Purchase Price Shares;
(b) the Purchaser hereby undertaking to register and qualify, at its
expense, the Purchase Price Shares under the Securities Act of 1933
(United States), which registration and qualification shall be
carried out by making the necessary filings with the Securities and
Exchange Commission ("S.E.C") within 30 days from the date this
Agreement is approved by the Canadian Venture Exchange;
(c) the Purchaser hereby granting the right to the Vendor to require
the Purchaser to register and qualify, at the expense of the
Purchaser, the Purchase Price Shares under the Securities Act of
1933 (United States) at any time;
(d) Rozmin s.r.o. hereby granting a royalty to the Vendor of 2%
calculated on the gross sale revenue of any talc sold with such
royalty to be paid on March 31, June 30, September 30 and December
31 of each year of the mining life of the Deposit;
(e) the payment by the Purchaser to the Vendor of a US$100,000 non-
refundable advance royalty (the "US$100,000 NRAR") within 30 days
of the execution of this Agreement by all parties.
ARTICLE 3
Representations, Warranties And Covenants Of the Vendor
3.1 Covenants, Representations and Warranties. The Vendor covenants,
represents and warrants to the Purchaser that now and at Closing:
(a) the Vendor is the registered and beneficial owner of the Shares and
have a good and marketable title to the Shares free and clear of
all mortgages, liens, charges, security interests, adverse claims,
charges, encumbrances and demands whatsoever;
(b) no person, firm or corporation has any agreement or option or any
right or privilege, whether by law, pre-emption or contract, that
is capable of becoming an agreement or option for the purchase of
the Shares; and
(c) subject to the right of the Vendor to sell the Purchase Price
Shares in any quotation service or stock market in which the shares
of the Purchaser are traded at any time, the Purchaser will have
the right to buy-back any unsold Purchase Price Shares (up to
6,000,000) at US$2.00 per share within one year of the date of
execution of this Agreement by all parties; and providing the
Purchaser has delivered 30 days written notice to the Vendor of
Purchasers intent to buy-back.
ARTICLE 4
Representations, Warranties And Covenants Of
the Purchaser and Rozmin s.r.o.
4.1 Covenants, Representations and Warranties. The Purchaser covenants,
represents and warrants to the Vendor that now and at the Closing:
(a) it has the full authority to enter into this Agreement;
(b) if the average weighted trading price of the shares of the
Purchaser as quoted on the NASD OTC market is less than US$0.30 for
any 10 trading day period within one year of the date of execution
of this Agreement by all parties, then the Purchaser will issue to
the Vendor that number of common shares equal to 1,000,000
multiplied by the following factor:
(US$0.30-(10 day ave. w. tr. price))/0.05
(c) in the event the Vendor is unable from the sale of the Purchase
Price Shares to recover 125% of its initial investment in the
Deposit equal to CDN$3,000,000 (based on an initial investment of
CDN$2,400,000) within one year of the date of execution of this
Agreement by all parties due to depressed market conditions or a
depressed trading price then the Purchaser shall within 10 business
days of the written request by the Vendor issue such additional
common shares to compensate for any shortfall from the
CDN$3,000,000, with the deemed price of such shares to be the
average weighted trading price for the 10 day period prior to the
date of receipt of the written notice by the Purchaser;
(d) the Purchaser agrees to arrange the necessary financing to place
the Gemerska Poloma talc deposit into Commercial Production within
one year from the date of execution of this Agreement by all
parties, however if this is not accomplished (other than for
reasons beyond the Purchaser's control) then the Purchaser will pay
the Vendor an advance royalty of US$10,000 per month for each month
of delay in achieving commercial production;
(e) the Purchaser will be responsible for the Vendor's share of the
working capital budget of Rozmin s.r.o. from January 1, 2001 as
well as any investment capital expenses incurred and outstanding
since the start of the surface installations;
(f) during the period of obtaining regulatory approval from the
Canadian Venture Exchange, the Purchaser will use its best efforts
to keep Rozmin s.r.o. and the Deposit in good standing with all
applicable laws and regulations;
4.2 Covenants, Representations and Warranties. Rozmin s.r.o. covenants,
represents and warrants to the Vendor that now and at the Closing:
(a) Rozmin s.r.o. will keep true and accurate records of its operations
and sales;
(b) the Vendor shall at all times have the authority to inspect the
Deposit and the facilities related to the Deposit and to audit any
records related to the sale of talc or affecting royalties payable
to the Vendor.
ARTICLE 5
Survival Of Representations, Warranties
And Covenants, And Indemnification
5.1 Survival and Indemnification. The representations, warranties and
covenants made by Rozmin s.r.o., the Vendor and the Purchaser in this
Agreement will survive any Closing and, notwithstanding such Closing or
any investigation made by or on behalf of Rozmin s.r.o., the Vendor, the
Purchaser or any other person acting on their behalf, will continue in
full force and effect.
ARTICLE 6
Closing
6.1 Within 30 days of the date of approval by the Canadian Venture Exchange
of the transactions described in this Agreement the Vendor shall deliver
In trust to the solicitor (the "Trust") for Rozmin s.r.o. any and all
transfer documentation necessary for the transfer of the Shares to the
Purchaser against payment of the Purchase Price Shares and the
US$100,000 NRAR (if not already paid). The terms of the Trust are that:
a) the ownership of the Shares shall not pass to the Purchaser; and
b) no instructions to proceed with the share transfer in the Slovak
Republic District Court will be given to the Rozmin s.r.o.
Solicitor, unless and until the Vendor has received 125% of its
initial investment equal to CDN $3,000,000 through the sale of the
Purchase Price Shares.
ARTICLE 7
Miscellaneous
7.1 Appointments. Due to the Vendor by virtue of this Agreement receiving
12,000,000 common shares of the purchaser, as well as previously holding
2,500,000 warrants to purchase an additional 2,500,000 shares of the
Purchaser at a price of US$0.40 per share; the Vendor shall have the
right to appoint one director of the Vendor to the Purchasers Board.
Such appointment will not take place until Canadian Venture Exchange
approval of this Agreement. Should the Vendor proceed with such
appointments the director shall remain until the next Annual General
Meeting of the Purchaser, however such term will not be less than one
year. The Purchaser also agrees that during the term of this Agreement
to coordinate all financial statements, 10Q's 10K or other S.E.C.
related matters with the Chief Financial Officer of the Vendor.
7.2 Arbitration. Any dispute between the parties in respect of the
interpretation of this Agreement or any matter to be agreed upon under
this Agreement, or otherwise arising under this Agreement will be
determined by arbitration. Either party may, by written notice to the
other as provided herein, demand arbitration of any dispute under this
Agreement. Upon a demand for arbitration, each party will, within 10
days after the date on which notice of the demand is given, appoint an
arbitrator and the 2 arbitrators so appointed will choose a third
arbitrator. If either party fails to appoint an arbitrator, the
arbitrator appointed by the other party will proceed to determine the
dispute as sole arbitrator. If the arbitrators appointed by the parties
do not within 3 days after they have both been appointed agree on a
third arbitrator, the third arbitrator will be appointed pursuant to the
Commercial Arbitration Act (British Columbia). The decision of the
arbitrator or the arbitrators or a majority of them will be final and
binding upon the parties.
7.3 Further Assurances. Each of the parties hereby covenants and agrees
that at any time and from time to time either before or after the
Closing it will, upon the request of the other party, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may be required for
the better carrying out and performance of all the terms of this
Agreement.
7.4 Notice. Any notice required or permitted to be given or delivery
required to be made to any party may be effectively given or delivered
if it is delivered personally or by telex or telecopy at the addresses
or telephone numbers set out above or to such other address or telephone
number as the party entitled to or receiving such notice may notify the
other party as provided for herein. Delivery shall be deemed to have
been received:
(a) the same day if given by personal service or if transmitted by fax;
and
(b) the fifth business day next following the day of posting if sent by
regular post.
7.5 Governing Law. This Agreement will be governed by and be construed in
accordance with the laws of British Columbia.
7.6 Successors and Assigns. This Agreement will be binding upon and enure
to the benefit of the parties hereto and their respective successors and
permitted assigns as the case may be.
7.7 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior letters of intent,
agreements, representations, warranties, statements, promises,
information, arrangements and understandings, whether oral or written,
express or implied. In the event of any conflict or ambiguity in the
interpretation of any provisions as between this Agreement and any
translation of any or all of this Agreement, the English version of the
provisions this Agreement shall prevail.
7.8 Time of the Essence. Time will be of the essence.
7.9 Amendment. No modification or amendment to this Agreement may be made
unless agreed to by the parties thereto in writing.
7.10 Severability. In the event any provision of this Agreement will be
deemed invalid or void, in whole or in part, by any court of competent
jurisdiction, the remaining terms and provisions will remain in full
force and effect.
7.11 Headings. The headings contained herein are inserted for convenience
only and will not be construed as part of the Agreement.
7.12 Counterparts. This Agreement may be executed by facsimile and in any
number of counterparts with the same effect as if all parties to this
Agreement had signed the same document and all counterparts will be
construed together and will constitute one and the same instrument, and
any facsimile signature shall be taken as an original.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of,
2001.
BELMONT RESOURCES INC. EUROGAS, INC.
/s/ Gary Musil /s/ Andrzej K. Andraczke
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Per: Authorized Signatory Per: Authorized Signatory
Name: Gary Musil, Name: Andrzej K. Andraczke
ROZMIN s.r.o.
/s/ Ondrej Rozloznik
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Per: Authorized Signatory
Name: Ondrej Rozloznik