EXHIBIT
10.1
August 16,
2005
STOCK PURCHASE
AND SALE AGREEMENT BETWEEN
ESTATE OF RONALD
C. YANKE AND DONALD J. NELSON, Tenants in Common
as
Seller
and
THUNDER MOUNTAIN
GOLD, INC., an Idaho corporation,
as
Buyer
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STOCK PURCHASE
AND SALE AGREEMENT
THIS STOCK PURCHASE
AND SALE AGREEMENT effective August 16, 2005, is entered into by
and among the Estate of Ronald C. Yanke (“Yanke
Estate”) and Donald J. Nelson (“Nelson”) ,
as Tenants in Common (collectively “Seller"), and THUNDER
MOUNTAIN GOLD, INC., an Idaho corporation (“Buyer” or
“Purchaser").
W I T N E S S E T
H :
WHEREAS, The Yanke
Estate and Nelson, as Tenants in Common, are the owners of common
stock in DEWEY MINING CO., INC ., an Idaho corporation
(“Dewey Mining”) and THUNDER MOUNTAIN GOLD, INC.
, an Idaho corporation (“TMG”);
WHEREAS, Ronald C.
Yanke is deceased and his estate is currently in probate
proceedings in the 4 th Judicial District, Ada County
(SP IE 0400082M);
WHEREAS, the Yanke
Estate and Nelson desire to sell and Buyer desires to purchase
4,345,966.34 shares of Ronald C. Yanke and Donald J. Nelson’s
stock in DEWEY MINING ; and
WHEREAS, the Yanke
Estate and Nelson desire to sell and Buyer desires to purchase
shares of the common stock in TMG ;
WHEREAS, the parties
hereto intend to affect such acquisition upon the terms and
conditions herein contained;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as
follows:
ARTICLE 1
CLOSING
DATE
As used herein,
"Closing Date" shall mean 9:00 A.M., PST time, on September 1,
2005, or such other or later date as may be mutually agreed upon in
writing between Buyer and Seller. The Yanke Estate and Nelson
will deliver to the Escrow Agent certificate number 64 representing
4,345,966.34 shares, or 100% of Seller's common stock in DEWEY
MINING , and certificate numbers 15089, 15090, and 15092,
representing 1,883,525 shares, or 100% of the Yanke Estate and
Nelson's common stock in TMG , accompanied by appropriate
stock powers, with a beneficial ownership date as of the Closing
Date.
ARTICLE 2
STOCK
PURCHASE
Subject to the
terms and conditions herein set forth:
(a)
Stock
Purchase . On the Closing date,
Seller will tender, assign, convey, endorse, transfer and deliver
to Buyer and Buyer will acquire all of Seller's right, title, and
interest in and to 4,345,966.34 shares of Seller's common
stock in DEWEY MINING and 1,883,525 shares of Seller's
common stock in TMG . The 4,345,966.34 shares of common
stock of Seller in DEWEY MINING and 1,883,525 shares
of common stock in TMG are hereinafter collectively referred
to as the "common stock".
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(b)
Stock
Transfer . The assignment,
conveyance, and transfer of the common stock as herein provided,
shall be effected by Seller's issuance, execution, tender and
delivery of all such stock powers, assignments, endorsed stock
certificates, and other good and sufficient instruments of
conveyance as shall be satisfactory in form and substance to Buyer
and shall be effective to vest in Buyer all right, title and
interest in and to the common stock.
(c)
Purchase
Price .
The purchase price for the common stock shall be $3,300,000 due
Seller from Buyer and shall be paid through the Escrow Agent as
follows:
(i)
Seller shall
deliver to the Escrow Agent the certificates for 4,345,966.34
shares of Seller's common stock in DEWEY MINING , and
certificates for 1,883,525 shares of Seller's common
stock in TMG , together with the appropriate stock powers,
against payment by the Buyer to the Seller of the Purchase Price in
the form of (a) a certified or bank check payable to the order of
the Seller, (b) a wire transfer to a bank account designated by the
Seller, or (c) any combination of (a) and (b).
(ii)
”Escrow
Agent". AmeriTitle, Cascade, Idaho (telephone (208)382-4206),
is hereby designated as the Escrow Agent who shall receive all
documents and make all distributions as required by this Agreement.
Purchaser shall pay to the Escrow Agent on the date of closing the
sum of three million, three hundred thousand dollars ($3,300,000)
by cashier’s check or wired funds (which funds shall be
immediately available) of the total purchase price, on or before
the Closing Date. The amount due Seller from Purchaser shall
be paid by Escrow Agent to Seller. Seller shall deposit with the
Escrow Agent all assignments, transfer and other documents
necessary to convey Seller’s title to the common stock.
Escrow Agent is authorized and directed upon full
and complete performance of this contract by Seller and Purchaser,
at the time and in the manner as herein prescribed, to deliver to
said Purchaser all papers then held under escrow. The accounting
records of the Escrow Agent shall at all reasonable times be open
to inspection of the Seller and the Purchaser. The Escrow Agent is
directed to distribute the payment to Seller as follows: 50%
of the purchase price to the Yanke Estate and 50% of the purchase
price to Nelson.
(iii)
Each party hereto
shall bear their own respective United States, and applicable State
or locality income, sales, use, property, business and occupation,
excise and other taxes arising by reason of the sale and purchase
of the common stock.
(d)
Allocation of
Purchase Price . The purchase price for the
common stock shall be allocated as follows:
Purchase
Price
Per Share
Price
DEWEY MINING
CO., INC .
$2,923,295
$0.67
THUNDER MOUNTAIN
GOLD, INC.
$
376,705
$0.20
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ARTICLE 3
REPRESENTATIONS
AND WARRANTIES OF SELLER
Except as where
otherwise specified, Seller, individually and jointly (and in their
capacities as officers, directors, and shareholders of DEWEY
MINING), represent and warrant to Buyer the following:
(a)
Title and
Authority . The Yanke Estate and Nelson,
as Tenants in Common, are the sole holders of record and sole
beneficial owners of the 4,345,966.34 shares of Seller's common
stock in DEWEY MINING , and now have and at all times prior
to the closing hereunder will have:
(i)
full legal title to
all of such shares free and clear of any liens, security interests,
encumbrances, pledges, charges, claims, voting trusts, restrictions
on transfer, and of any rights or interest therein, direct or
contingent, in favor of any other parties;
(ii)
full and
unrestricted right, power and authority to sell, assign, transfer
and deliver the same or to cause the same to be transferred to
Buyer in accordance with this agreement; and,
(iii)
The Yanke Estate
and Nelson, individually and collectively, have not sold or
otherwise disposed of or encumbered the common stock in DEWEY
MINING.
(b)
Title and
Authority . The Yanke Estate and
Nelson, Tenants in Common, are the holders of record and sole
beneficial owners of 1,883,525 shares of common stock in TMG, and
now have and at all times prior to the closing hereunder will
have:
(i)
full legal title to
all of such shares free and clear of any liens, security interests,
encumbrances, pledges, charges, claims, voting trusts, restrictions
on transfer, and of any rights or interest therein, direct or
contingent, in favor of any other parties;
(ii)
full and
unrestricted right, power and authority to sell, assign, transfer
and deliver the same or to cause the same to be transferred to
Buyer in accordance with this agreement; and
(iii)
The Yanke
Estate and Nelson have not sold or otherwise disposed of or
encumbered the common stock in TMG.
(c)
No Conflict or
Default - DEWEY MINING . Neither the execution
and delivery of this Agreement, nor compliance with the terms and
provisions hereof, including without limitation the consummation of
the transactions contemplated hereby, will violate any statute,
regulation or ordinance of any governmental authority, or conflict
with or result in the breach of any term, condition or provisions
of the articles of incorporation or bylaws of DEWEY MINING, or of
any agreement, deed, contract, mortgage, indenture, writ, order
decree, legal obligation or instrument to which Seller is a party
or by which Seller may be bound, or constitute a default (or an
event which, with the lapse of time or the giving of notice, or
both, would constitute a default) thereunder, or result in the
creation or imposition or any lien, charge or encumbrance, or
restriction of any nature whatsoever with respect to the common
stock in DEWEY MINING, or give to others any interest or
rights.
(d)
No Conflict or
Default - TMG To the knowledge of Seller,
neither the execution and delivery of this Agreement, nor
compliance with the terms and provisions hereof, including
without
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limitation the
consummation of the transactions contemplated hereby, will violate
any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term, condition or
provisions of the articles of incorporation or bylaws of TMG, or of
any agreement, deed, contract, mortgage, indenture, writ, order
decree, legal obligation or instrument to which Seller is a party
or by which Seller may be bound, or constitute a default (or an
event which, with the lapse of time or the giving of notice, or
both, would constitute a default) thereunder, or result in the
creation or imposition or any lien, charge or encumbrance, or
restriction of any nature whatsoever with respect to the common
stock in TMG, or give to others any interest or rights.
(e)
Litigation
. There are no
actions, suits, investigations, or proceedings pending, or, to the
knowledge of Seller, threatened, against or affecting or which may
affect Seller, the performance of the terms and conditions hereof,
or the consummation of the transactions contemplated hereby, in any
court or by or before any governmental body or agency, including
without limitation any claim, proceeding or litigation for the
purpose of challenging, enjoining or preventing the
execution
