Exhibit 10.1
ASSET PURCHASE AGREEMENT
February 27, 2013
This Asset Purchase Agreement (the "Agreement") will record the terms whereby
Western Graphite Inc. ("Western") agrees to acquire one hundred percent (100%)
of all rights and licenses associated with the lands in connection with Amorf
Graphite (the "Subject Property") as further described below in Section 1 from
Dr. Ahmet Unsal (the "Vendor") for the amount of USD$3,000,000. The purchase
amount is payable to Dr. Ahmet Unsal.
Western is pleased to acquire to the Subject Property subject to the following
terms and conditions:
(a) a satisfactory due diligence review by Western of the Subject Property
and any financial statements of Subject Property owners and/or
licensees; and
(b) delivery of standard closing documentation including but not limited
to legal opinions, officers certificates, certificates of good
standing and evidence of good title to the Subject Property, if and as
required by Western.
The conditions in favour of Western may be waived in whole or in part by Western
and the conditions in favour of the Vendor may be waived in whole or in part by
the Vendor.
1. THE LANDS
1.1 Western hereby offers to purchase from the Vendor the following lands and
premises (the "Lands" or the "Subject Property"):
Civic Address:
City is Mersin Region,
Destrict is Bozyazi,
Village is Cabukkoyaoi
Legal Description:
Map Koordinates are P 30 d1,d4
Koordinates of License are: 495,0 HA
Point 1. Point 2. Point 3. Point 4.
--------- --------- --------- ---------
Y 501.000 502.500 502.500 501.000
X 3.999.000 3.999.000 3.995.700 3.995.700
2. PROPOSAL
2.1 The parties will only be legally bound to complete the purchase of the
Property upon execution of this Agreement.
2.2 The parties agree to negotiate hereafter in good faith to determine the
structure that would be most beneficial to both parties, taking into account
various securities, tax and operating considerations.
3. MATERIAL TERMS
3.1 As consideration for acquiring 100% of the rights associated with the
Subject Property, Western will pay a sum to the Vendor as follows:
(a) Upon execution and delivery of this Agreement, Western will forward
the equivalent of US$1,500,000, such consideration to be paid in
shares of Western at a deemed valuation equivalent to $.50 per share.
(b) Upon closing of two subsequent financings, Western will pay the Vendor
USD$750,000 approximately six months after listing on the OTC.BB stock
exchange and the remaining USD $750,000 six months after the first
payment of USD $750,000 has been paid to Dr. Ahmet Unsal , per such
financing to the Vendor;
(c) Upon successful completion of Western's purchase, Mr. Seyit Kucuk
shall be appointed as President and Chief Operating Officer and shall
manage all exploration efforts of Western, and shall travel to
investment bankers and other investors in various countries on behalf
of Western (the cost of such travel shall be borne by Western);
(d) Upon successful completion of Western's purchase, Mr. Seyit Kucuk
shall appoint one member to Western's board of directors or management
team;
(e) Any and all shares paid to Vendor Dr. AhmetUnsal that he is associate,
representatives or assigns shall be restricted for a period of one
year from the date of Western's purchase, and as such cannot be sold,
transferred, hypothecated or otherwise traded for a period of one
year.
(f) All shares must be delivered to the Vendor within 30-45 business days
from the date that this contract is received back by Western. Email
return is acceptable and Michael Noble must return contract signed
within 5 business days from receipt that it has been received by
Western.
4. CONDITIONS
4.1 The Subject Property shall be, on the Completion Date, free and clear of all
liens, rights, charges, encumbrances, tenancies.
5. CONFIDENTIALITY
5.1 Each of the parties acknowledge that they will be providing to the other
information that is non-public, confidential, and proprietary in nature. Each of
the parties (and their respective affiliates, representative, agents and
employees) will keep such information confidential and will not, except as
provided below, disclose such information or use such information for any
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purpose other than for the evaluation and consummation of this agreement. This
ss.5.1 will not apply to information that:
(a) becomes generally available to the public absent any breach of ss.5.1;
(b) was available on a non-confidential basis to a party prior to its
disclosure pursuant to this Agreement; or
(c) becomes available on a non-confidential basis from a third party who
is not bound to keep such information confidential.
5.2 The parties agree that it will not make any public disclosure of the
existence of this Agreement or of any of its terms without first advising the
other party and obtaining the written consent of such other party to the
proposed disclosure, unless such disclosure is required by applicable law or
regulation, in which event the party contemplating disclosure will inform the
other party of and obtain its consent to the form and content of such
disclosure, which consent will not be unreasonably withheld or delayed.
6. ACCESS
6.1 Prior to the execution of this Agreement, the parties and their
representatives will provide each other with:
(a) such information (including copies of documents) as either party may
reasonably request; and
(b) access to the books, records, geological data, claim information,
facilities and personnel of the parties as either party may reasonably
request.
7. EXPENSES
7.1 The parties agree to each bear their own respective finder's fees, costs and
expenses associated with the transaction, unless otherwise agreed to in writing.
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in accordance with the
laws of Turkey, and the parties hereto irrevocably attorn to the jurisdiction of
the Turkey and the appellate courts thereof.
9. AMENDMENT
9.1 Any provision of the Agreement may be amended or waived only if such
amendment or waiver is in writing and is executed by the Vendor and Western.
10. ENTIRE AGREEMENT
10.1 The Agreement (including, without limitation, the Schedules attached hereto
which form part of the Agreement) embodies the entire agreement between Western
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and the Vendor in respect of the purchase and sale of the Subject Property and
supersedes any prior agreements and understandings between such parties relating
to the said subject matter hereof.
10.2 ENUREMENT
11.1 The Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, legal personal
representatives, successors and permitted assigns. If any provision of the
Agreement shall to any extent be held to be invalid or unenforceable, the
remainder of the Agreement or the application of such provision to persons or
circumstances other than as to which it is held invalid or unenforceable, shall
not be affected thereby and each provision of the Agreement shall be valid and
enforced to the fullest extent permitted by law.
11. BUSINESS DAYS
11.1 In the event, pursuant to the terms of the Agreement, any matter is to be
carried out on a day other than a business day in the country of Turkey, then
the time within which such matter is to be carried out shall be extended to the
first business day thereafter.
12. STRUCTURE
12.1 Notwithstanding anything contained herein, Western may consider alternative
forms of structuring the transaction provided there are no adverse consequences
to the Vendor.
13. SECTIONS AND SUBHEADINGS
13.1 The headings of this Agreement are for convenience only, 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 of its provisions.
13.2 The symbol ss. followed by a number or some combination of numbers and
letters refers to the section, paragraph or subparagraph of this Agreement so
designated.
14. ACCEPTANCE
If the foregoing reflects your understanding of the Agreement and if you are in
agreement in principle with the terms and conditions of the proposal herein,
please so acknowledge by executing an original of this Agreement and return the
same by February 28, 2013.
This Agreement may be executed in several counterparts as may be necessary or by
facsimile or email and each such counterpart agreement or facsimile or email so
executed are deemed to be an original and such counterparts and facsimile or
email copies together will constitute one and the same instrument.
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Yours truly,
Western Graphite Inc.
Per: /s/ Michael Noble
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Mr. Michael Noble (President)
ACCEPTED AND AGREED TO:
Dr. Ahmet Unsal
Emek 8. cadde 125/3
Cankaya/ANKARA
Turkey
Per: /s/ Authorized Signatory
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