EXHIBIT 10.6
AGREEMENT
AGREEMENT TO PURCHASE ORE PROPERTIES ("Agreement"), dated as of the 23rd
day of September, 2000, by and between INTERNATIONAL STAR, INC., a Nevada
Corporation, hereafter "ISRI", GOLD STANDARD MINES, NC., an Arizona Corporation,
hereinafter "Property Seller," and Xxxxxx Xxxxxxx, whose address is 0000
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000, hereinafter "Formula Seller."
WHEREAS, this purchase will consist of the acquisition of fifty-one (51)
lode claims located in Mohave County, State of Arizona and the exclusive use of
a proprietary extraction formula developed by Sadlier, all subject to the terms
and conditions of the Agreement hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual and
dependent promises hereinafter contained, the parties hereto represent, warrant,
covenant, and agree as follows:
ARTICLE I
Sale of Lode Claims and Formula
1.1 Agreement to Consummate Transactions. Subject to the terms and
conditions of this Agreement, ISRI hereby agrees to purchase and Property and
Formula Sellers agree to sell the Property and Formula Interests set forth in
Exhibit "A," attached hereto and by this reference made a part hereof. The
Parties agree to consummate or cause to be consummated, the transaction
contemplated by the Agreement ("transaction"), through an Escrow established
with W. Xxxxxxx Xxxxxx, Attorney at Law, whose office is located in Salt Lake
City, Utah. A copy of the executed Escrow Agreement is attached hereto as
Exhibit "B."
1.2 Board of Director Approval. ISRI has submitted to its Board for
approval, and such approval has been obtained, the substance of this Agreement
at a special meeting of its Board of Directors.
1.3 Closing. The completion of this sale ("Closing") will take place in
the above-described Escrow at which time, certificates, deeds and other
documents required by this Agreement will be delivered or exchanged. The Closing
will take place by simultaneous transfer of stock certificates, Board minutes
and ownership documents of satisfactory form as soon as practicable after a
satisfactory verification of the extraction formula is completed by an
independent laboratory and the parties have obtained any required approval, and
this Agreement shall be declared effective as of close of Escrow.
1.4 At Closing. The Parties shall:
A. ISRI shall issue to Property and Formula Sellers, 1,000,000
shares of capital stock of the Corporation--500,000 Common and 500,000
Preferred.
B. Property and Formula Sellers shall issue to ISRI, among other
required documents, deeds and assignments to all lode claims purchase and
assignment of the proprietary formula in possession of Formula Seller for the
extraction of precious minerals from the ore of such claims.
1.5 Consummation of Transactions. If, at the Closing, no condition exists
which would permit any of the parties to terminate this Agreement, or a
condition then exists and the Party entitled to terminate because of the
condition elects not to do so, then and thereupon ISRI will caused to be filed
the necessary documents required by the States of Nevada and Arizona, to reflect
the acquisition of the lode properties.
ARTICLE II
Representation and Warranties of ISRL
ISRI represents and warrants to Property and Formula Sellers as follows:
2.1 Company in good standing. ISRI is a company duly organized, validly
existing and in good standing under the laws of the State of Nevada and has full
power to carry on its business as it is now being conducted.
2.2 Authority. ISRI has the power and authority to enter into this
Agreement and carry out the transactions contemplated hereby. The execution,
delivery, and performance of the Agreement by ISRI will have been duly and
validly authorized and adopted by ISRI'S Board of Directors, and this Agreement
will be legally binding, and enforceable against ISRI in accordance with its
terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally from time to time in effect
and subject to principals of equity, which may affect the availability or
remedies with respect thereto. To the best of its knowledge, the entering into
this Agreement by ISRI does not, and the consummation of the transactions
contemplated by this Agreement will not violate the provisions of (i) any
applicable laws of the State of Nevada or any other jurisdiction in which ISRI
does business; (ii) ISRI'S charter; or (iii) any judgment or decree applicable
to ISRI subject to the obtaining of the permits, approvals, consents,
authorizations and modifications referred to herein no default or breach will
occur in any material respect by virtue of this Agreement.
2.3 Changes in conditions. Except as permitted or contemplated by this
Agreement, or disclosed to Property and Formula Sellers there has not been:
A. Any material adverse change in the assets (including any such
change caused by damage, destruction or loss, whether or not insured), the
results of operations (including any change caused by discontinued operations),
or the business prospects or conditions, financial or otherwise of ISRI during
the past 180 days
B. Any sale or transfer by ISRI of any material, tangible asset, or
any mortgage, pledge, lease or lien, charge or encumbrance on any assets, or any
such lease or real property, machinery, equipment or buildings, other than in
the ordinary course of business.
2.4 Litigation. Except as disclosed to Property and Formula Sellers, there
are no judicial or administrative actions, suits, proceeding or investigations
pending; or, to the best knowledge and belief of ISRI, threatened against which
might result in any material adverse change in the condition (financial or
other), properties, assets, business, operations or prospects of ISRI or in any
material liability on the part of the Company or which question the validity of
this Agreement or of any action taken or to be taken in connection herewith.
2.5 Disclosing of Material Information. Neither this Agreement nor any
Exhibit hereto contains any untrue statement or material fact, or admits to
state a material fact necessary to make the statements herein or therein not
misleading, relating to the business or affairs of ISRI. There is no fact known
to ISRI which materially adversely affects the business, condition (financial or
otherwise) or prospects of the Company which has not been set further herein or
disclosed to Property and Formula Sellers.
ARTICLE III
Representations and Warranties of Property and Formula Sellers
Property and Formula Sellers represent and warrant to ISRI as follows:
3.1 Organization and Good Standing. Property Seller is an Arizona
corporation whose offices in the State of Nevada are located at 0000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxx 00000 and Formula Seller is a Nevada resident whose
address is 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000.
3.2 Ownership. Property and Formula Sellers have good and defendable title
to the lode claims sold hereby and the extraction formula; there are no
threatened or existing adverse claims against such properties or the proprietary
formula purchased hereby.
3.3 Litigation. There are no judicial or administrative actions, suits of
a material nature, proceedings or investigations pending, or threatened against
Property and/or Formula Sellers which might result in any material adverse
change in the condition (financial or other) of properties, assets, business,
operations or prospects of Property and Formula Sellers or in any material
liability on the part of Property and Formula Sellers or which question the
validity of the Agreement or any action taken or to be taken in connections
herewith. There are no citation, fines or penalties heretofore asserted against
Property and Formula Sellers under any federal, state or local law relating to
air or water pollution, or other environmental protection matters, or relating
to occupational health or safety.
3.4 Disclosing of Material Information. Neither this Agreement nor any
Exhibit hereto contains any untrue statement of material fact, or admits to
state a material fact necessary to make the statement herein or therein not
misleading, relating to the business or property of Property and Formula Seller
to the best knowledge and belief of Property and Formula Sellers. There is no
fact known to Property and Formula Sellers which materially adversely affects
the business, condition (financial or otherwise) or prospects of Property and
Formula Sellers which has not been set forth herein or otherwise disclosed to
ISRI and its legal counsel.
ARTICLE IV
Mutual Conditions
Neither Property and Formula Sellers or ISRI will be obligated to complete
or cause to be completed the transactions contemplated by this agreement unless
the following conditions have been met prior to or at the Closing:
4.1 Verification of Claims and Extraction Formula. ISRI or its legal
counsel shall have verified ownership and transfer rights of Property Owner and
ownership and transfer rights of Formula Owner prior to closing.
4.2 Absence of Restraint. No order to restrain, enjoin or otherwise
prevent the consummation of this Agreement, or the transactions contemplated
herein shall have been entered by any court of or administrative body, and no
proceeding to obtain any such order shall have been commenced or shall be
threatened.
4.3 Required Approvals. Property and Formula Sellers and ISRI shall have
received all such approvals, consents, authorizations or modifications as may be
required to permit the performance of Property and Formula Sellers and ISRI of
their respective obligations under this Agreement, and the consummations of the
transactions herein contemplated (whether for governmental authorities or other
persons), and Property and Formula Sellers and ISRI shall each have received any
and all permits and approvals from any regulatory authority having jurisdiction
required for the lawful consummation for the Plan of Acquisition.
ARTICLE V
Conditions to ISRI's Obligations
ISRI shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions have
been met prior to or at the Closing.
5.1 Compliance with Representations, Warranties and Covenants. All of the
representations and warranties of Property and Formula Sellers made in or
pursuant to this Agreement are true and shall be true in all material respects
at and as of the Closing date, with the same force and effect for changes
contemplated or permitted by the Agreement or otherwise approved in writing by
ISRI.
5.2 Opinion of Counsel. At its option, ISRI shall have received an opinion
dated at or near the Closing date from an independent Legal Counsel that:
A. Property and Formula Sellers have the power and authority to own
its properties and to conduct its business as it is being conducted;
B. Property and Formula Sellers have full power to carry out the
transactions contemplated herein; this Agreement has been duly executed and
delivered by Property and Formula Sellers and all necessary action has been
taken by Property and Formula Sellers in order to consummate the transactions,
to execute and deliver this Agreement and to make this Agreement the valid
binding obligation of Property and Formula Sellers.
ARTICLE VI
Conditions to Obligations of Property and Formula Sellers
Property and Formula Sellers shall be obligated to complete or cause to be
completed the transactions contemplated by this Agreement unless the following
conditions have been met prior to or at the Closing.
6.1 Compliance with Representations, Warranties and Covenants. All of the
representations and warranties of ISRI contained in this Agreement are true and
shall be true in all material respects at and as of the Closing date.
6.2 Opinion of Counsel. Property and Formula Sellers shall have received
an opinion dated at or near the Closing date from an independent Legal Counsel
for ISRI, that:
A. ISRI is a corporation duly chartered and validly existing in good
standing under the laws of the State of Nevada, with corporate power and
authority to own its properties and to conduct its business as it is then being
conducted;
B. ISRI has full corporate power to carry out the Transaction; this
Agreement has been duly executed and delivered by the Company; and necessary
corporate action as been taken by ISRI to execute and deliver this Agreement,
and to consummate the Transaction; and this Agreement is the valid and legally
binding obligation of ISRI subject to applicable bankruptcy, reorganization,
insolvency, moratorium, and other laws affecting creditor's rights generally
from time to time in effect and subject to principles of equity which may after
the availability of remedies with respect thereto;
C. The execution, delivery and performance by ISRI of this
Agreement, and the consummation of the Transactions contemplated hereby will not
constitute violation, breach or default under the Certificate of Incorporation
or By-Laws of the Company;
D. No consent or approval by any governmental authority which has not been
obtained is required in connection with the consummation by ISRI of the
transactions contemplated herein.
E. To the best knowledge and information available to he Company, there is
no material litigation or proceeding pending or threatened against ISRI required
to be disclosed under this Agreement which has not been so disclosed to Property
and Formulas Sellers.
ARTICLE VII
Miscellaneous Provision
7.1 Governing Law. This Agreement and the rights and duties derived
therefrom, shall be governed by the laws of the state of Nevada.
7.2 Entire Agreement. This Agreement, together with the other documents
executed contemporaneously herewith, constitute the entire agreement between the
parties with respect to the matters covered thereby, and may only be amended by
a writing executed by all parties hereto.
7.3 Survival of Representations. The representations, warranties,
acknowledgments and agreements made by the Parties shall survive the closing of
this transaction.
7.4 Waiver. No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing. No wavier of a breach of, or default
under, any provision hereof shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.
7.5 Counterparts.This Agreement may be executed in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.6 Notices. Except as otherwise required in this Agreement, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed to the last known address of the party.
7.7 Non-Assignability. The rights and obligations of either Party
hereunder shall not be delegated or assigned to any other party without the
prior written consent.
7.8 Expenses. Each party shall pay all of its costs and expenses that it
incurs with respect to the negotiation, execution and delivery of this
Agreement.
IN WITNESS WHEREOF, the parties have set their hands the day and date
above first given.
/s/Xxxxxx Xxxxxxx, President of /s/Xxxxx Xxxxxx
Gold Standard Mines, Inc.
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Property Seller Purchaser
Director, Secretary and President
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Title
/s/Xxxxxx Xxxxxxx
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Formula Seller
