STOCK PURCHASE AGREEMENT
Dated November 8, 2005
by and between
GREAT WEST GOLD, INC.
and
those shareholders of
AMBASSADOR GOLD LIMITED
Listed on Schedule A hereto
THIS STOCK PURCHASE AGREEMENT ("Agreement") dated November 8, 2005, is made
and entered into by and between Great West Gold, Inc., a Wyoming corporation,
with its principal office located at c/o St Xxxxx Resource Management Limited,
00 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx ("Purchaser") and those
shareholders listed on Schedule A annexed hereto ("Sellers").
WHEREAS, Sellers are the shareholders of all of the outstanding shares of
Ambassador Gold Limited ("Ambassador"). Ambassador controls, 100% (one hundred)
percent of certain mineral rights relating to the Ambassador property in Yavapai
County, Arizona and extend to an area of 1,600 acres, include 1 Lode Claim and
10 Placer Claims which include the AM and Ambassador Lode Claims
WHEREAS, Xxxxxxx Xxxxx Xxxx has received power of attorney from the Sellers
to execute this Stock Purchase Agreement on their behalf and to enter into any
other documents necessary for the effectuation of this Agreement.
WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and
Purchaser desires to purchase and acquire from Sellers, all the issued and
outstanding shares of Ambassador ("Shares") on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
SALE OF SHARES AND CLOSING DATE
1.01 Shares. Subject to the terms and conditions hereinafter set forth,
Purchaser hereby agrees to purchase the Shares from Sellers for the Purchase
Price (as defined below) and Sellers agree to sell the Shares to Purchaser for
the Purchase Price.
1.02 Purchase Price. The purchase price for the Shares shall be
7,000,000,000 restricted shares of Common Stock of Purchaser to be delivered at
the Closing (as that term is defined in paragraph 1.04).
1.03 Liabilities. At the Closing, Ambassador will have no liabilities of
any kind or nature other than the obligations listed as part of on Schedule 2.04
("Liabilities"). To the extent that any other liabilities or obligations of any
kind or nature are not covered by Schedule 2.04, exist at Closing or arise after
the Closing related only to activities of Ambassador prior to Closing, Sellers
shall indemnify, defend and hold harmless Purchaser from any such liabilities
and obligations, including, without limitation, those items listed on Schedule
2.04 ("Retained Liabilities") and any other liabilities the parties mutually
agree in writing to be a Retained Liability.
1.04 Closing. The closing of the transaction contemplated herein
("Closing") shall take place on November 9, 2005 in the City of London, United
Kingdom, or at such other place as Purchaser and Sellers mutually agree at the
Closing. At Closing, the following shall be delivered (the "Closing Documents"):
(a) Purchaser shall deliver to Sellers:
(i) The payment pursuant to Section 1.02 of this Agreement.
(ii) A secretary's certificate (or equivalent) certifying
the resolutions of the board of directors of Purchaser which, among other
things: (a) approve the execution and delivery of this Agreement and the
carrying out of the transactions contemplated hereby; and (b) approve the
purchase of the Shares.
(iii) An opinion of its counsel in the form attached hereto
as Schedule 1.04(a)(iii).
(iv) Resignations of the officers and directors of
Purchaser.
(b) Sellers shall deliver to Purchaser:
(i) Stock Certificate(s) representing all the issued and
outstanding shares of capital stock of Ambassador together with stock powers
thereafter duly endorsed in favor of Purchaser.
(ii) A good standing for Ambassador as of the Closing.
(iii) An opinion of its counsel in the form attached hereto
as Schedule 1.07(b)(v).
1.05 Further Assurances; Post-Closing Cooperation.
(a) Subject to the terms and conditions of this Agreement, at any
time or from time to time after the Closing, at Purchaser's request and without
further consideration, Sellers shall execute and deliver to Purchaser within ten
(10) days following such request, as the case may be, such other instruments of
sale, transfer, conveyance, assignment and confirmation, provide such materials
and information and take such other actions as Purchaser may reasonably deem
necessary or desirable in order more effectively to transfer, convey and assign
to Purchaser, and to confirm Purchaser's title to, the Shares and, to the full
extent permitted by law, to put Purchaser in actual possession and operating
control of Sellers' business and to assist Purchaser in exercising all rights
with respect thereto, and otherwise to cause Sellers to fulfill its obligations
under this Agreement.
2
(b) Following the Closing, each party will afford the other
party, its counsel and its accountants, during normal business hours, reasonable
access to the books, records and other data relating to its business in its
possession with respect to periods prior to the Closing and the right to make
copies and extracts therefrom, to the extent that such access may be reasonably
required by the requesting party in connection with (i) the preparation of tax
returns, (ii) the determination or enforcement of rights and obligations under
this Agreement, (iii) compliance with the requirements of any governmental or
regulatory authority, (iv) the determination or enforcement of the rights and
obligations of any party to this Agreement, or (v) in connection with any actual
or threatened action or proceeding. Further each party agrees for a period
extending six (6) years after the Closing not to destroy or otherwise dispose of
any such books, records and other data unless such party shall first offer in
writing to surrender such books, records and other data to the other party and
such other party shall not agree in writing to take possession thereof during
the ten (10) day period after such offer is made.
(c) If, in order properly to prepare its tax returns, other
documents or reports required to be filed with governmental or regulatory
authorities or its financial statements or to fulfill its obligations hereunder,
it is necessary that a party be furnished with additional information, documents
or records relating to its business not referred to in paragraph (b) above, and
such information, documents or records are in the possession or control of the
other party, such other party shall use its best efforts to furnish or make
available such information, documents or records (or copies thereof) at the
recipient's request, cost and expense. Each party to this Agreement agrees to
keep such information confidential.
(i) The shareholders of Ambassador shall provide audited financial statements
required for Purchaser's filing of the Form 8-K with the SEC in the required
time period. Notwithstanding same, the shareholders of Ambassador shall use its
best efforts to provide such audited financial statements within 3 days of the
date of the closing herein.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers, hereby jointly and severally, represent and warrant to Purchaser
as follows:
2.01 Corporate Existence. Ambassador is a company validly existing and in
good standing under the laws of the United Kingdom, and has full corporate power
and authority to conduct its business and to the extent now conducted.
2.02 Ownership. Sellers own and are conveying to Purchaser all of their
rights, title and interests to the Shares, free and clear of all liens,
mortgages, pledges, security interests, encumbrances or charges of any kind or
description and upon consummation of the transaction contemplated herein good
title in the Shares shall vest in Purchaser free of all liens and other charges.
Sellers represent that they own all of the issued and outstanding shares in the
Companies.
2.03 No Conflicts. The execution and delivery of this Agreement, the
performance of its obligations hereunder, and the consummation of the
transaction contemplated hereby, including, without limitation, the sale of the
Shares to Purchaser, shall not conflict with or result in the breach of any term
or provision of, or violate or constitute a default under any other agreement to
which Ambassador is a party, or result in the creation of any lien on any of the
Shares or Purchaser. This Agreement has been duly and validly executed and
delivered by Sellers and constitutes, and upon the execution and delivery by
Sellers of the Closing Documents to which it is a party, such Closing Documents
will constitute, legal, valid and binding obligations of Sellers enforceable
against Sellers in accordance with their terms.
3
2.04 Accuracy and Completeness of Due Diligence Documents. The documents
provided to Purchaser in response to Purchaser's due diligence requests,
completely and accurately portray the status of business of Ambassador as of the
Closing and do not include a material misstatement or omission of a material
fact which would reasonably likely to have a material adverse effect on
Ambassador or their business. Further, the information included in such
responses shall be incorporated herein as an affirmative representation and
warranty on the part of Sellers.
2.05 Continuity of Business. Sellers reasonably expect that the business
represented by the agreements found in Schedule 2.04 will continue after the
date hereof. Sellers have no knowledge that any customer included in that
Schedule intend to terminate or reduce the amount of business they presently do
with Sellers, and Sellers have no knowledge of any state of facts which would
lead it to believe that any of such customers will terminate their relationship
with Sellers or significantly reduce the amount of business they presently do
with Sellers.
2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule
2.06 there is no claim, litigation, tax audit, proceeding or investigation
pending or threatened against Sellers or Ambassador, with respect to their
business, nor is there a basis for any such claim, litigation, audit, proceeding
or investigation.
2.07 Taxes. Except as specifically set forth on Schedule 2.07 (the "Tax
Liabilities"), Ambassador has correctly prepared and timely filed all Federal,
state and local tax returns, estimates and reports, and paid all such taxes as
and when due. For purposes of this paragraph, taxes shall mean all taxes,
charges, fees, levies or other assessments of any kind whatsoever (including,
without limitation, income, franchise, sales, use and withholding taxes). On or
before the Closing Date, Sellers shall pay off and satisfy any of the Tax
Liabilities which are then due and payable and provide Purchaser with evidence
thereof in form satisfactory to Purchaser and its counsel and have granted a
reserve adequate to pay any tax liabilities with respect to the operations of
the Ambassador's business prior to the Closing.
4
ARTICLE III
REPRESENTATIONS ,WARRANTIES AND COVENANTS OF PURCHASER
Purchaser hereby represents and warrants to Sellers as follows:
3.01 Corporate Existence. Purchaser is a corporation validly existing and
in good standing under the laws of the State of Wyoming, and has full corporate
power and authority to conduct its business and to the extent now conducted.
3.02 Authority. The execution and delivery by Purchaser of this Agreement,
and the performance by Purchaser of its obligations hereunder and under the
Closing Documents, are duly and validly authorized by Purchaser. This Agreement
has been duly and validly executed and delivered by Purchaser and constitutes,
and upon the execution and delivery by Purchaser of the Closing Documents to
which it is a party, such Closing Documents will constitute, legal, valid and
binding obligations of Purchaser enforceable against Purchaser in accordance
with their terms.
3.03 No Conflicts. The execution and delivery by Purchaser of this
Agreement does not, and the execution and delivery by Purchaser of the Closing
Documents to which it is a party, the performance by Purchaser of its
obligations under this Agreement and such Closing Documents and the consummation
of the transactions contemplated hereby and thereby will not conflict with or
result in a violation or breach of any of the terms, conditions or provisions of
any agreement Purchaser is a party to.
3.04 Claims, Litigation, Disclosure. There is no claim, litigation, tax
audit, proceeding or investigation pending or threatened against Purchaser, with
respect to its business which would have a material effect on its ability to
satisfactorily perform its duties under this Agreement, nor is there a basis for
any such claim, litigation, audit, proceeding or investigation.
3.05 Taxes. The Purchaser has correctly prepared and timely filed all
Federal, state and local tax returns, estimates and reports, and paid all such
taxes as and when due. For purposes of this paragraph, taxes shall mean all
taxes, charges, fees, levies or other assessments of any kind whatsoever
(including, without limitation, income, franchise, sales, use and withholding
taxes).
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF PURCHASER
The obligations of Purchaser hereunder to purchase the Shares are subject
to the fulfillment, at or before the Closing Date, of each of the following
conditions (all or any of which may be waived in whole or in part by Purchaser
in its sole discretion):
4.01 Representations and Warranties. The representations and warranties
made by Sellers in this Agreement, taken as a whole, shall be true and correct,
in all respects material to the validity and enforceability of this Agreement
and the Closing Documents and to the condition of the business, on and as of the
Closing Date as though made on and as of the Closing or, in the case of
representations and warranties made as of a specified date earlier than the
Closing, on and as of such earlier date.
5
4.02 Performance. Sellers shall have performed and complied with, in all
material respects, the agreements, covenants and obligations required by this
Agreement to be so performed or complied with by Sellers at or before the
Closing.
4.03 Officers' Certificates. Sellers shall have delivered to Purchaser two
certificates of Sellers each dated as of the Closing and executed in the name
and on behalf of Sellers by the President of each of Sellers, substantially in
the form of Schedule 4.03.1 annexed hereto, and a certificate executed by the
Secretary or any Assistant Secretary of Sellers, substantially in the form of
Schedule 4.03.2 annexed hereto.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLERS
The obligations of Sellers hereunder to sell the Shares are subject to the
fulfillment, at or before the Closing, of each of the following conditions (all
or any of which may be waived in whole or in part by Sellers in their sole
discretion):
5.01 Representations and Warranties. The representations and warranties
made by Purchaser in this Agreement, taken as a whole, shall be true and correct
in all material respects on and as of the Closing.
5.02 Performance. Purchaser shall have performed and complied with, in all
material respects, the agreements, covenants and obligations required by this
Agreement to be so performed or complied with by Purchaser at or before the
Closing.
ARTICLE VI
TERMINATION
6.01 Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be
abandoned:
(a) at any time before the Closing, by mutual written agreement
of Sellers and Purchaser; or
(b) at any time before the Closing, by Sellers or Purchaser, in
the event that any order or law becomes effective restraining, enjoining, or
otherwise prohibiting or making illegal the consummation of any of the
transactions contemplated by this Agreement or any of the Closing Documents,
upon notification of the non-terminating party by the terminating party.
6.02 Effect of Termination. If this Agreement is validly terminated
pursuant to this Section, this Agreement will forthwith become null and void,
and there will be no liability or obligation on the part of Sellers, Purchaser
or Sellers (or any of their respective officers, directors, employees, agents or
other representatives or Affiliates, as the case may be).
6
ARTICLE VII
MISCELLANEOUS
7.01 Notices. All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:
If to Purchaser, to: Great West Gold, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx
Xxxxxxx 00000
Facsimile No.: + 000-000-0000
with a copy to: Xxxxxx & Xxxxxx, LLP
000 Xxxxx 0
Xxxxx 000
Xxxxxxxxx
Xxx Xxxxxx 00000
Facsimile No : 000-000-0000
If to Sellers, to: Ambassador Gold Limited
c/o St Xxxxx Resource Management Limited
00 Xxxxxxx Xxxxxx
Xxxxxx
X0X 0XX
Xxxxxx Xxxxxxx
Facsimile No.: + 44 207 900 6723
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other Person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.
7
7.02 Entire Agreement. This Agreement and the Closing Documents supersede
all prior discussions and agreements between the parties with respect to the
subject matter hereof and thereof and contain the sole and entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof.
7.03 Expenses. Except as otherwise expressly provided in this Agreement
whether or not the transactions contemplated hereby are consummated, each party
will pay its own costs and expenses incurred in connection with the negotiation,
execution and closing of this Agreement and the Closing Documents and the
transactions contemplated hereby and thereby.
7.04 Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
7.05 Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.
7.06 No Assignment; Binding Effect. Purchaser may not assign its
obligations under this Agreement without the express written consent of Sellers.
7.07 Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
7.08 Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof and (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom.
7.09 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
7.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
7.11 Dispute Resolution. Any dispute hereunder shall be resolved by
arbitration in Reno, Nevada under the rules of the American Arbitration
Association and the decision of the arbitrator shall be final and binding on the
parties hereto. Any and all costs and expenses associated with actions taken
pursuant to this Paragraph 7.11 shall be borne by the non-prevailing party.
8
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officer of each party as of the date first above written.
Great West Gold, Inc.
as Purchaser
By: /s/ Xxxxxxx Xxxx Xxxxxx
------------------------
Name: Xxxxxxx Xxxx Xxxxxx
Title: President
XXXXXXX XXXXX XXXX as Power of
Attorney from the Sellers listed on
Schedule A
By: /s/ Xxxxxxx Xxxxx Xxxx
------------------------
Name: Xxxxxxx Xxxxx Xxxx
duly authorized.
9
Schedule A
Shareholder Name Number of Shares
---------------- ----------------
Xxxxxx, Inc. 1,000,000,000
Abaxis, Inc. 1,000,000,000
Amstart Limited 1,000,000,000
Aspen Limited 1,000,000,000
Bayline S.A. 1,000,000,000
Chemix Corporation 1,000,000,000
Firea Group, Inc. 1,000,000,000
-------------
7,000,000,000
10
