Ex. 99.3
SHARE PURCHASE AGREEMENT
Xxxxxx X. Xxxx
1308 South 0000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Purchase of 5,000,000 "restricted" shares of common stock
(the "Common Stock") of Valley High Oil, Gas & Mining, a Utah
corporation ("Valley High" or the "Company")
Dear Xx. Xxxx:
The undersigned (the "Buyer") whose address is 0000 X. 0000 Xxxxx, XXX,
Xxxx 00000, offers to purchase Common Stock of Valley High from you (the
"Seller") as follows, to-wit:
RECITALS:
A. The Seller is the owner of 5,000,000 (five million) "restricted"
shares of Common Stock of Valley High that he wishes to sell to the Buyer, and
that the Buyer wishes to buy from the Seller, and which Seller has held,
directly and beneficially, for over two (2) years.
B. Valley High is a publicly held Utah corporation, having
approximately 1,150 shareholders of record, and having also previously and
lawfully offered and sold, in 1980, a portion of its securities in accordance
with all applicable United States and state securities laws, rules and
regulations. Though Valley High does not currently file any reports with the
Securities and Exchange Commission ("SEC"), Seller served as an officer and
director of the Company, and major stockholder, between approximately 1989 and
October 2003 and, during that time, he has had physical control of the
Company's books and records.
C. The Seller and the Buyer acknowledge that they are aware of all
material information respecting the past, present and proposed business
operations of Valley High as has been indicated to them by current management,
namely, that the Company has leased certain mining claims located in Eureka,
Utah, to the Company; that it has changed its domicile to the State of Nevada
by which it effectuated a 35-for-1 reverse split of its shares and changed its
name to "Valley High Mining Company"; that it intends to obtain audited
financial statements and then file a Form 10-SB with the SEC; that there is no
current "established trading market" for the Common Stock of Valley High which
is presently NOT quoted on the Pink Sheets or the OTC Bulletin Board; that it
is uncertain at this time whether there will be any future market for the
Common Stock of Valley High; and that the purchase price being paid, by Buyer,
for the Valley High Common Stock bears no relationship to assets, book value
or other established criteria of value, though the completion of the proposed
Form 10-SB and the obtaining of an OTCBB symbol, if it does indeed occur,
would likely make the Common Stock being sold and acquired hereunder more
valuable than the purchase price being paid for such shares. Based on the
foregoing, both the Seller and the Buyer have been provided with access to all
information relative to Valley High that would be made available and disclosed
to them were Valley High to file a registration statement with the SEC.
D. The Buyer represents and warrants the following as an additional
inducement for the offer contained in this Agreement to purchase the Common
Stock outlined below, to-wit:
(i) He is not relying on any representation or warranty of the
Seller whatsoever, except those representations and
warranties contained in this Agreement;
(ii) He has conducted its own investigation of the risks and
merits of an investment in Valley High, and to the extent
desired, including, but not limited to a review of Valley
High's books and records, financial and otherwise, what
records it has; he has had the opportunity to discuss this
documentation with the current directors and executive
officers of Valley High and to ask questions of these
directors and executive officers; and that to the extent
requested, all such questions have been answered to his
satisfaction;
(iii) He, by reason of the education, experience, business acumen
or other educational factors of its principals, is a
"sophisticated investor" or an "accredited investor" as
those terms are known or defined under applicable United
States securities laws, rules and regulations, and/or is
fully capable of evaluating the risks and merits associated
with the execution of this Agreement and the purchase of
this Common Stock, without qualification;
(iv) He is purchasing the Common Stock for his individual account
only, and not for the account of or in concert with any
other person or entity, and there are no arrangements,
understandings or agreements, written or oral, respecting
the subsequent resale of any of the Common Stock;
(v) He will fully comply with all provisions of United States
and state securities laws, rules and regulations in the
resale of any of the Common Stock acquired hereunder; and
(vi) He is not an "affiliate," an "associate" or "control person"
of Valley High.
Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:
E. The Buyer hereby offers to purchase the number of shares of Common
Stock of Valley High listed on the signature page hereof, free and clear of
any liens or encumbrances whatsoever.
F. The purchase price of the Common Stock shall be the amount listed
on the signature page hereof, all as further outlined below.
1. The certificate of Valley High (described further below)
representing the Common Stock shall be delivered to the Buyer in exchange for
payment by the Buyer to the Seller of an initial $10,000, by cash, personal
check or cashier's check payable to the Seller, or bank to bank wire at an
account of the Seller's choosing.
2. By acceptance of this offer, the Seller hereby covenants and
warrants:
(i) That the Seller each has the right to sell, transfer, convey
and assign the Common Stock;
(ii) That the Seller has done no act to encumber the Common
Stock, and that the Common Stock is free and clear of any
liens or encumbrances whatsoever; and
(iii)That the Seller is not now and has not been an "affiliate"
of Valley High for the past or preceding ninety (90) days
based on the fact that over 90 days ago, Seller resigned
from the Board of Valley High and further, Seller
understands and is informed that Valley High has recently
acquired, by way of lease agreement, certain silver and gold
mining claims in Eureka, Utah, in exchange for the issuance
of a substantial number of shares and which relegates the
5,000,000 shares sold hereby below 5% of the total number of
issued and outstanding shares. Buyer is therefore not
acquiring the shares from either an "affiliate" or "control
person" of the Company.
3. The full purchase price for the Common Stock is $20,000;
however, the remaining $10,000 shall NOT be due and payable to Seller until
the occurrence of the following: Valley High will have filed an appropriate
registration statement with the Securities and Exchange Commission whereby it
will have become a "fully reporting company"; Valley High will have obtained
an OTC Bulletin Board or other trading symbol from the National Association of
Securities Dealers, Inc. (NASD); and finally, Valley High, thereafter, will
have completed a merger or other acquisition transaction or will have raised
the funding necessary to explore the mining claims located in Eureka, Utah,
that, as of the date of this Agreement, it shall have acquired by lease
agreement or otherwise.
G. The Buyer and Seller agree that any action based upon this
Agreement or any of the matters covered hereby shall be brought only in the
United States and state courts situated in the State of Utah, and that the
prevailing party in any such action shall be entitled to recover reasonable
attorney's fees and costs.
BUYER:
Dated: 5/05/04 s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
$20,000 ($10,000 payable now, $10,000 payable later)
Aggregate Purchase Price
5,000,000 shares
Number of Shares Being Purchased from Xxxxxx X. Xxxx
Certificate No. 9351 representing 5,000,000 "restricted" shares
and acquired by Seller on 7/16/01 (copy attached hereto)
ACCEPTED:
SELLER:
Dated: 5/05/04 s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
