EXHIBIT 10.34
SHARE SALE AGREEMENT
THIS AGREEMENT made this 29th day of May, 2001.
BETWEEN:
EUROGAS INC.
(hereinafter referred to as "Vendor")
- and -
WESTLINKS RESOURCES LTD.
(hereinafter referred to as "Purchaser")
WHEREAS by Letter Agreement entered into with the
Vendor and the Purchaser on April 18, 2001 (as supplemented on
May 4, 2001) the Purchaser agreed to purchase and the Vendor
agreed to sell shares of Big Horn Resources Ltd.:
WHEREAS the Vendor now has available for transfer
8,275,500 shares of Big Horn Resources Ltd. ("Shares").
NOW THEREFORE in consideration of the premises hereto
and of the covenants, warranties, representations, agreements and
payments herein set forth and provided for, the parties hereto
covenant and agree as follows:
1. INTERPRETATION
(a) Headings
The headings of clauses and subclauses herein and in
the Schedules are inserted for convenience of reference only and
shall not affect or be considered to affect the construction of
the provisions hereof.
b. Gender
In this Agreement words importing persons include
compatnes and vice versa and words importing the masculine gender
include the feminine and neuter genders and vice versa.
2. PURCHASE AND SALE
The Vendor hereby sells and the Purchaser hereby
purchases the Shares pursuant to the terms of this Agreement.
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3. PURCHASE PRICE
The purchase price for the purchase and sale of the Shares
is $0.22 cash plus 0.74 of a Westlinks Preferred Share for each
Share for a total of $1,820,610 cash and 6,123,870 Westlinks
Preferred Shares. The Vendor acknowledges the receipt of the
$1,820,610 cash and the undertaking copy of which is attached
hereto as Schedule "A", by the Purchaser to deliver the 6,123,870
Westlinks Preferred Shares, as full satisfaction of the payment
of the purchase price.
In this Agreement, "Westlinks Preferred Shares" means the
Series I Preferred shares of the Purchaser which have the terms
set forth in Schedule "B" hereto.
4. WARRANTIES AND REPRESENTATIONS
The Vendor hereby covenants with the warrants and represents
to the Purchaser (the Vendor acknowledging that the Purchaser is
relying upon such covenants, warranties and representations)
that:
(a) the Vendor has good and sufficient right, power and
authority to sell and transfer legal and beneficial title and
ownership of the Shares to the Purchaser, free and clear of all
liens, claims, charges, encumbrances, trusts and claims of
whatsoever nature:
(b) the Vendor has taken all necessary action and steps and
has obtained all required or desirable consents and approvals, to
sell and transfer the Shares to the Purchaser in accordance with
this Agreement, and the Shares do not have or will not have as a
result of this transaction, any trading restrictions applicable
to them:
(c) the Vendor has good and valid legal and beneficial
title to the Shares and the Shares are free and clear of all
liens, charges encumbrances, trusts and claims of whatsoever
nature:
(d) the consummation of the transactions contemplated
herein will not violate, nor be in conflict with, any provision
of any agreement or instrument to which it is a party or is
bound, or any provision of the charter documents, by-laws, or
shareholders agreements or resolutions of it, or any judgement,
decree, order, law, statute, rule, regulation, permit or license
applicable to it.
The covenants, warrants and representations of this
Agreement shall survive the closing of the purchase and sale of
the Shares for the benefit of the Purchaser.
5. DISSENT RIGHTS
After the sale of the Shares by the Vendor to the Purchaser
as set out herein, the Vendor will still remain the owner of a
certain number of common shares of Big Horn Resources Ltd.,
including the 724,500 shares held under option to ▇▇▇▇ ▇▇▇▇▇▇▇
and the 1,100,000 shares held in Europe (collectively called the
"Retained Shares"). In respect of the announced arrangement
involving the acquisition of all of the shares of Big Horn
Resources Ltd. by the Purchaser, the Vendor covenants with the
Purchaser to tender the Retained Shares to the announced cash
offer (being $0.22 cash and 0.74 of a Westlinks Preferred Share
for each share of Big Horn Resources Ltd.) and the Vendor also
covenants not to dissent and hereby waives its rights of dissent
in respect of the Retained Shares and the announced arrangement.
If the Vendor sells or secures the Retained Shares, it will
ensure that such purchaser or secured party agrees to be bound by
the terms of this clause prior to any sale or granting of
security.
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6. FURTHER ASSURANCES
Without further consideration, each party shall from time to
time, and at all times, execute, acknowledge and deliver such
other documents and shall take such other action as may be
necessary in order to fully perform and carry out the terms of
this Agreement.
7. CONSTRUCTION
This Agreement shall, in all respects, be subject to and be
interpreted, construed and enforced in accordance with the laws
of the Province of Alberta.
8. ENUREMENT
This Agreement shall be binding upon and shall enure to the
benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
9. COUNTERPART EXECUTION
This Agreement may be executed in one or more counterparts
by the parties hereto, each of which shall be deemed an original
but all of which together shall constitute one agreement. Such
counterparts may be delivered by telecopy.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
WITNESS as to both signatures of
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Barrister & Solicitor
EUROGAS INC.
Per: /s/ Wolfgang Rauball
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Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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WESTLINKS RESOURCES LTD.
Per: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Per: _____________________
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UNDERTAKING
TO: WESTLINKS ▇▇▇▇▇▇▇▇▇.▇▇▇
For Valuable Consideration the Vendor hereby undertakes and
agrees that, within 45 days from the date hereof, the Vendor
shall deliver to the Purchaser valid transfers of 4,500,000 common
shares of Big Horn Resources Ltd. and related resolutions, all in
a form satisfactory to Olympia Trust (Transfer Agent for Big Horn
Resources Ltd).
The capitalized terms used herein shall have the same
meaning as ascribed to them in the Share Sale Agreement dated May
29, 2001 between Eurogas Inc. and Westlinks Resources Ltd.
Given at the City of Calgary, in the Province of Alberta,
this 29 day of May, 2001.
WITNESS
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Barrister & Solicitor
EUROGAS INC.
Per: /s/ Wolfgang Rauball
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Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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