EXHIBIT 10.5
SHARE PURCHASE AGREEMENT
THIS AGREEMENT made the 22nd day of December, 2004.
BETWEEN:
2058168 ONTARIO INC., a corporation incorporated under the
laws of the Province of Ontario (the "Vendor")
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XTRA-GOLD RESOURCES CORP., a corporation incorporated under
the laws of the State of Nevada (the "Xtra-Gold")
WHEREAS under the authority of an extraordinary resolution ("Extraordinary
Resolution") of the holders of Debentures (as defined below) of AAGM (as defined
below), the Vendor has been appointed as the "Replacement Note Trustee" under
that certain Amended and Restated Note Indenture originally dated October 9,
1996 between Akrokeri-Ashanti Gold Mines Inc. ("AAGM") and CIBC Mellon Trust
Company;
AND WHEREAS the Vendor now owns, as a result of certain foreclosure proceedings
undertaken by the Vendor for and on behalf of the holders of the 14% redeemable,
convertible secured debentures of AAGM (the "Debentures"), those securities and
that certain indebtedness listed in Appendix A attached hereto (the "Purchased
Securities") in the capital of Goldenrae Mining Company Limited Limited
("Gondenrae"), as trustee for the holders of Debentures;
AND WHEREAS as contemplated by Section 9 of the Extraordinary Resolution, the
Vendor and the Purchaser have agreed to enter into this Agreement;
AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to
purchase all of the Purchased Securities on the terms and conditions hereinafter
set out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants and agreements herein contained, it is agreed by and between the
parties hereto as follows:
1 Purchase and Sale of the Purchased Securities
1.1 Subject to the terms and conditions of this agreement, the Vendor
hereby sells, assigns and transfers unto the Purchaser and the
Purchaser hereby purchases from the Vendor the Purchased Securities in
consideration for the allotment issue by the Purchaser to the Vendor of
Two Million Ninety-Eight Thousand Three Hundred and Fifty (2,098,350)
shares of fully paid and non-assessable common stock ("Common Shares")
of the Purchaser.
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2 Representations and Warranties
2.1 The Vendor hereby represents and warrants as follows:
(a) the Vendor has all necessary power and capacity to enter into
this agreement and to carry out its obligations hereunder and
this agreement has been duly authorized, executed and
delivered by the Vendor and constitutes a legal, valid and
binding obligation of the Vendor; and
(b) all necessary corporate actions and proceedings have been
taken by the Vendor to permit the sale of the Purchased
Securities to the Purchaser.
2.2 The Purchaser hereby represents and warrants as follows:
(a) the Purchaser has all necessary power and capacity to enter
into this agreement and to carry out its obligations hereunder
and this agreement has been duly authorized, executed and
delivered by the Purchaser and constitutes a legal, valid and
binding obligation of the Purchaser; and
(b) all necessary corporate actions and proceedings have been
taken by the Purchaser to permit the due and valid purchase of
the Purchased Securities from the Vendor.
2.3 Xtra-Gold hereby represents and warrants as follows:
(a) Xtra-Gold has all necessary power and capacity to enter into
this agreement and to carry out its obligations hereunder and
this agreement has been duly authorized, executed and
delivered by the Xtra-Gold and constitutes a legal, valid and
binding obligation of Xtra-Gold; and
(b) all necessary corporate actions and proceedings have been
taken by Xtra-Gold to consummate the transaction contemplated
hereunder.
2.4 The Purchaser acknowledges and confirms that the Purchased Securities
are being sold to the Purchaser by the Vendor on an "as is where is"
basis.
3 Covenants
3.1 The Vendor shall do, or cause to be done, all acts, deeds and things
necessary to complete the transaction of purchase and sale of the
Purchased Securities herein provided for so that following closing the
Purchaser shall be the registered owner of such Purchased Securities.
3.2 The Vendor acknowledges that the Common Shares will not be registered
under the U.S. Securities Act of 1933, as amended, and will be subject
to resale restrictions.
4 Closing
4.1 The closing of the purchase and sale of the Purchased Securities shall
take place contemporaneously with the execution of this agreement. The
actual time when such closing is to take place is herein referred to as
the "Time of Closing".
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4.2 At the Time of Closing, the Vendor shall deliver to the Purchaser
certificates representing the Purchased Securities duly endorsed in
blank for transfer, or accompanied by duly executed stock transfer
powers in respect of such shares, and will cause the transfer of the
Purchased Securities to be duly and regularly recorded in the name of
the Purchaser against the delivery by the Purchaser to the Vendor of
2,098,350 Common Shares in the capital of the Purchaser in accordance
with Section 4.3 hereof.
4.3 At or prior to the Time of Closing, the Vendor shall provide the
Purchaser and Xtra-Gold with a direction providing for the issue and
allotment of the Common Shares referred to in Section 4.2 hereof to the
holders of the Debentures, pro-rata such shares to be fully paid and
non-assessable, and the Purchaser shall deliver to the Vendor
certificates representing such Common Shares. Immediately after receipt
of the Common Shares, the Vendor agrees to distribute same to the
holders of the Debentures as per their entitlement thereto.
5 General
5.1 The covenants, representations and warranties herein contained shall
survive the closing of the purchase and sale of the Purchased
Securities herein provided for and notwithstanding such closing, shall
continue in full force and effect for the respective benefit of the
Purchaser and the Vendor, as the case may be.
5.2 This agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and all of which
together shall constitute one and the same agreement.
5.3 This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable
therein.
5.4 The provisions of this agreement shall enure to the benefit of and
shall be binding upon the parties hereto and their respective legal
personal representatives, heirs, successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and date first above written.
2058168 ONTARIO INC.
Per: /s/ Bryon Mackie
Bryon Mackie, President
XTRA-GOLD RESOURCES CORP.
Per: /s/ Paul Zyla
Paul Zyla, President
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Appendix A
1. Certificate A-002 representing 2,000,000 Class "A" shares of no par
value in the capital of Goldenrae;
2. Certificate A-003 representing 33,000,000 Class "A" shares of no par
value in the capital of Goldenrae;
3. Certificate C-001 representing 1 Class "A" share on no par value n the
capital of Goldenrae; and
4. Promissory note dated September 28, 2001 issued by Goldenrae in favour
of AAGM in the face amount of US$4,706,150.