EXHIBIT 2.1
THIS SHARE PURCHASE AGREEMENT made as of the 13th day of May, 2004,
BETWEEN:
[Each Scotia selling shareholder]
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
CHEETAH OIL AND GAS LTD., a British Columbia
Company with an office at Box 172 Station A, Nanaimo,
British Columbia V9R 5K9
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor owns __________ Common Shares in the capital of the SCOTIA
PETROLEUM INC. (the "Company") as represented by Share Certificate No.____ (the
"Shares").
B. The Vendor has agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Vendor all of the Vendor's legal and beneficial
interest in the Shares on the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises,
the covenants, agreements and warranties hereinafter set forth, it is hereby
agreed as follows:
1. SALE AND PURCHASE
The Vendor hereby agrees to sell and the Purchasers hereby agree to buy the
Shares on the terms and conditions herein contained.
2. PURCHASE PRICE
2.1 The total purchase price shall be $_____ Dollars or _____ per share.
2.2 The Purchase Price shall be paid as follows:
2.2.1. the sum of _____ dollars ($_____) on the closing date by bank draft or
solicitor's trust cheque payable to the Vendor.
3. VENDOR'S REPRESENTATIONS AND WARRANTIES
In order to induce the Purchaser to enter into and consummate this
Agreement, the Vendor represents and warrants to and covenants with the
Purchaser as follows:
3.1 The Company is a Company duly incorporated under the laws of the
Province of British Columbia, is not a reporting Company and is a valid and
subsisting Company in good standing in the Office of the Registrar of Companies
of the Province of British Columbia.
3.2 The Vendor has due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth and to transfer the
legal and beneficial title and ownership of the Shares to the Purchaser free an
clear of all encumbrances, charges, liens, security interests, or claims of
others.
3.3 No person, firm or corporation has any agreement or option or a right
capable of becoming an agreement for the purchase of the Shares, any other
shares in the capital of the Company or any right capable of becoming an
agreement for the purchase, subscription or issuance of any of the unissued
shares in the capital of the Company.
3.4 To the best of the Vendor's knowledge, there is no basis for and there
are no actions, suits, judgments, investigations or proceedings outstanding or
pending or threatened against or affecting the Company at law or in equity or
before or by any federal, provincial, state, municipal or other governmental
department, commission, board, bureau or agency.
3.5 The Vendor is a resident of Canada.
The representations, warranties, covenants and agreements by the Vendor
contained in this Agreement or any certificates or documents delivered pursuant
to the provisions hereof or in connection with the transaction contemplated
hereby shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time.
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4. CONDITIONS PRECEDENT FOR PURCHASERS AND VENDOR
All obligations of the Purchaser under this Agreement are subject to the
fulfilment, prior to closing, of each of the following conditions:
4.1 The Company is in good standing in the Office of the Registrar of
Companies of British Columbia.
4.2 All necessary steps and corporate proceedings have been taken to permit
the Shares to be duly and validly issued to and registered in the name of the
Purchaser.
4.3 The Vendor shall issue the Shares to the Purchaser and such Shares
shall be registered on the books of the Company in the name of the Purchaser at
the time of Closing free an clear of all encumbrances, charges, liens, security
interests, or claims of others.
4.4 The representations and warranties of the Vendor set forth in this
Agreement shall be true and correct as of the date of the Agreement and shall be
true and correct as of the date of closing as if made by the Vendor on the
Closing Date;
4.5 The Purchaser shall have received from the Vendor and, where
applicable, the Company the following closing documentation:
(a) a share certificate representing the Shares issued in the name of the
Vendor, duly endorsed for transfer to the Purchaser,
(b) a true copy of resolutions of the directors of the Company authorizing
the transfer of the Shares in the name of the Purchaser and the
issuance of share certificate representing the Shares registered in the
name of the Purchaser;
(c) a share certificate registered in the name of the Purchaser, signed by
the President of the Company representing the Shares;
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4.6 The Vendor shall have received from the Purchaser the Purchase Price.
5. CLOSING/EFFECTIVE DATE
The sale and purchase of the Shares and the other transactions
contemplated by this Agreement shall be closed at 10:00 a.m. (Vancouver time) on
the 14th day of May, 2004 or on such other date or at such other place as may be
agreed upon, which date is referred to herein as the "date of closing" and
"closing date" and "Closing" and "Closing Date" and which time is referred to
herein as "closing" and "time of closing".
6. NOTICES
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
or mailed postage prepaid addressed as follows:
To the Vendor: at the address on page one hereof.
To the Purchaser: at the address on page one hereof
or to such other address as may be given in writing by the Vendor or the
Purchaser, and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as aforesaid in British Columbia, then on the next
business day following the posting thereof.
7. PARTIES IN INTEREST
This Agreement shall enure to the benefit of and shall be binding upon
the Vendor, its successors and assigns and the Purchaser and his heirs,
executors, administrators and assigns.
8. GENERAL
Time shall be of the essence of this Agreement.
9. The terms and provisions herein contained constitute the entire
agreement between the parties and shall supersede all previous oral or written
communications.
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IN WITNESS WHEREOF the Vendor and the Purchasers have duly executed this
Agreement as of the date and year first above written.
CHEETAH OIL AND GAS LTD.
Per:______________________________
Authorized Signatory
SIGNED SEALED AND DELIVERED )
in the presence of: )
)
)
_____________________________________ )
Name of witness to Vendor's signature )
) _________________________________
______________________________ ) [Each Scotia selling shareholder]
Address of witness )
)
______________________________ )
)
______________________________ )
Occupation of witness )
)
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