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SHARE TRANSFER AGREEMENT

Stock Transfer Agreement

SHARE TRANSFER AGREEMENT | Document Parties: Compania Muluncaygold Corp SA | Minera Del Pacifico SA | Trilliant Exploration Corporation You are currently viewing:
This Stock Transfer Agreement involves

Compania Muluncaygold Corp SA | Minera Del Pacifico SA | Trilliant Exploration Corporation

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Title: SHARE TRANSFER AGREEMENT
Governing Law: New York     Date: 3/31/2009

SHARE TRANSFER AGREEMENT, Parties: compania muluncaygold corp sa , minera del pacifico sa , trilliant exploration corporation
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SHARE TRANSFER AGREEMENT

 

This Agreement (the “Agreement”), by and between Compania Minera del Pacifico S.A., an Ecuadorian corporation (“MDP” also the “Transferor”), Trilliant Exploration Corporation , a Nevada corporation (“Buyer” also the “Transferee”), and Compania Muluncaygold Corp. S.A. (“Muluncaygold”) dated and effective March 30, 2009 (the “Effective Date”), supersedes in its entirety the terms of that certain Agreement entered into on October 15, 2008 by and between MDP and the Buyer (Muluncaygold, Buyer and MDP each a “Party” and collectively the “Parties”).

 

Recitals

 

WHEREAS,  MDP controls certain equipment, fixtures, improvements and mining rights located in Muluncay Ecuador, which equipment, fixtures, improvements and mining rights are owned by Muluncaygold; and

 

WHEREAS, Muluncaygold is a wholly owned subsidiary of MDP; and

 

WHEREAS, on October 15, 2008, MDP and the Buyer entered into a certain Asset Purchase Agreement whereby MDP agreed to sell its interest in Muluncaygold to the Buyer; and

 

WHEREAS, the Parties desire to enter into a new Agreement for the transfer of 100% interest in Muluncaygold to the Buyer as set forth herein upon the earliest date allowable by Ecuadorean law.

 

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

1.          Agreement.   This Agreement supersedes in its entirety the terms, conditions and obligations of the Buyer and MDP as set forth in that certain Purchase Agreement between the Parties and entered into on October 15, 2008; the Parties agree that said Purchase Agreement shall be of no force or effect whatsoever.

 

2.       Purchase and Sale Terms.

 

2.1        Share Transfer and Control of Assets. Subject to all of the terms and conditions of this Agreement and for the consideration described in this Agreement, MDP shall immediately transfer to the Buyer 100% of the capital stock of Muluncaygold along with control of the assets as set forth in “Exhibit A” to this Agreement.

 

2.2        Share Transfer Price. The total Share Transfer price for the Shares and the controlling assets shall consist of Three Million Six Hundred Thousand Dollars ($3,600,000)(the “Share Purchase Price”).  The Share Purchase Price shall be paid to MDP in installments (the “Installments”) and in accordance with a promissory note (the “Note”), in the general form as set forth in “Exhibit B” to this Agreement, which shall be delivered to MDP upon execution of this Agreement.

 

2.3        Investment.  Buyer/Transferee agrees to transfer to COMPANIA  MULUNCAYGOLD CORP, S.A. a total of One Million Eight Hundred Thousand U.S. Dollars ($1,800,000) as follows: an initial payment of Eight Hundred Thousand U.S. Dollars ($800,000) within ninety (90) days of the Effective Date; and the balance of One Million U.S. Dollars within one hundred eighty (180) days of the Effective Date.

 

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2.4        Payment of Encumbrances.   MDP shall continue to be responsible for, and to pay until fully discharged any and all claims, indebtedness, judgments, liens or security interests secured by any instruments encumbering title to any of the Assets, including but not limited to any deeds of trust, financing statements, mortgages or security agreements secured by any lien or security interest in the Assets which exist as of the Effective Date (collectively the “Encumbrances”).  Muluncaygold shall transfer to MDP the amount necessary to make payments on such Encumbrances as such payments become due and payable, and MDP shall promptly make such payments upon receipt of funds from Muluncaygold.  Muluncaygold may, in its sole discretion and to the extent permitted by law, make such payments directly to the holders of the Encumbrances. Nothing contained in this Section 2.4 of this Agreement shall require any payment from Muluncaygold to MDP unless such payment is immediately applied to the Encumbrances.  MDP agrees to transfer legal title to all Assets into the name of Muluncaygold, its successors or assigns within thirty (30) calendar days of MDP’s ability to legally transfer such title.

 

2.5        Other Debt.   Each Party releases each of the other parties from any Debts  between the Parties which exist immediately prior to the Effective Date as follows:

 

(a)

 Upon transfer of 100% of the capital stock of Muluncaygoldcorp, Buyer hereby unconditionally releases MDP from all payments due and payable on that certain note for a total principal amount of $1,195,000 between MDP (referred to in the note as the “Borrower”) and the Buyer (referred to in the note as the “Holder”), which was issued pursuant to that certain Loan Agreement between MDP and the Buyer and dated October 15, 2008, together with all interest payable thereon.

 

(b)

 MDP hereby unconditionally releases Buyer and Muluncaygold from any and all debts owing to MDP immediately prior to the Effective Date.

 

(c)

 Muluncaygold and Buyer hereby unconditionally accept and assume any and all debts owed by Muluncaygold (except such debts specified in Section 2.5(b) herein) and releases MDP from such debts immediately upon transfer to Buyer of 100% of the capital stock of Muluncaygold..

 

(d)

 Nothing contained in Section 2.5 (a) – (c) herein shall release Muluncay and MDP of their respective obligations to make payments on the Encumbrances as set forth in Section 2.4 herein.

 

2.6       Buyer’s obligation to pay the Purchase Price shall be secured by Buyer’s grant of a lien and security interest in the Assets represented by the Deed of Trust executed and delivered by Buyer.

 

2.7        Assumption of Assets and Performance of Permits. To the extent allowable under all applicable laws and regulations, MDP shall assign to Muluncaygold, its successors and assigns any and all Assets as soon as legally practicable.

 

2.8        Closing. The Closing shall be held on March 30, 2009 (the “Closing Date”) at the offices of Befumo & Schaeffer, PLLC.

 

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3. Representations and Warranties of MDP. MDP represents and warrants to Buyer the following:

 

3.1        Organization and Authorization. MDP is a corporation duly organized and validly existing and in good standing under the laws of the Ecuador. MDP has the full power and authority to enter into this Agreement and to consummate the transactions contemplated under this Agreement. The making and performance of this Agreement and the agreements and other instruments required to be executed by MDP have been, or at the Closing will have been, duly authorized by all necessary corporate actions and will be duly executed by a person authorized by MDP to do so. MDP shall deliver to Buyer duly approved and executed resolutions of the directors and shareholders approving MDP’s execution and delivery of this Agreement and the performance of its obligations under this Agreement.

 

3.2        No Breach of Laws or Contracts. The consummation by MDP of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under any applicable law or regulation, its articles of organization or operating agreement, or under any other agreement or instrument to which MDP is a party, by which it is bound, or which affects the Assets.

 

3.3        Binding Obligations. When executed and delivered, this Agreement and all instruments executed and delivered by MDP pursuant to this Agreement will constitute legal and binding obligations of MDP and will be valid and enforceable in accordance with their respective terms.

 

3.4        Compliance with Laws. MDP has not received notice from any governmental agency, of any physical or environmental condition existing on the Land or any access to the Land or created by MDP or of any action or failure to act by MDP which is a material violation of any applicable law, regulation or ordinance. To MDP’s knowledge, there are currently no off-site improvement requirements that any governmental authority has imposed or threatened to impose on the Land.

 

3.5        No Litigation. There is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the knowledge of MDP without inquiry, threatened against, or affecting the Assets or the ability of MDP to perform its covenants and obligations under this Agreement.

 

3.6        Patriot Act. MDP is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and is not otherwise blocked or banned by any foreign assets office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224.

 

3.7      Condition of and Title to the Assets.

 

 3.7.1 Title to the Land. Except as acknowledged in a writing signed by the Buyer, MDP represents and warrants that MDP’s title to the Land is good and marketable and on the Closing shall be free and clear of any lien, claim or encumbrance, except the following (the “Permitted Exceptions”):

 

(a)           Liens for taxes and mortgages acknowledged by Buyer on the Assets not yet due and payable or which are being contested in good faith.

 

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3.7.2 Encroachments . To MDP’s knowledge, the improvements on the Land lie entirely within the boundaries of the Land and no structure of any kind encroaches on or over the Land.

 

3.7.3 Condemnation. To MDP’s knowledge, no portion of any of the Land or improvements on the Land is the subject of, or affected by, any condemnation or eminent domain proceeding.

 

3.7.4 Unrecorded Conveyances. To MDP’s knowledge, there are no unrecorded liens, encumbrances, restrictions or royalties against the Land.

 

3.7.5 Title to the Mining Rights. MDP represents that MDP’s title to the Mining Rights subject to the Mining Rights Lease is good and marketable and on the Closing shall be free and clear of any lien, claim or encumbrance except (the “Permitted Exceptions”) aforementioned in 3.7.1.

 

                                            3.7.6 Taxes. MDP represents that all taxes, including without limitation, advalorem, property (both real and personal), production, severance, reclamation, and similar taxes and assessments based upon or measured by ownership of property or production of minerals or the receipt of proceeds there from which have become due and payable have been properly paid. Buyer will not be liable for any taxes which accrue or are assessed before the Closing. To MDP’s knowledge, there are no pending or threatened special assessments affecting the Assets except (the “Permitted Exceptions”) aforementioned in 3.7.1.

 

4.       Representations and Warranties of Buyer. Buyer agrees, represents and warrants to MDP the following:

 

 

4.1        No Breach of Law or Contracts. The consummation by Buyer of the transactions contemplated by this Agreement will not result in a breach of any term or provision of, or constitute a default under any applicable law, regulation or ordinance or any other agreement or instrument to which Buyer is a party or by which it is bound.

 

4.2        Binding Obligations. When executed and delivered this Agreement and all instruments executed by Buyer pursuant to this Agreement, will constitute legal and binding obligations of Buyer and will be valid and enforceable in accordance with their respective terms.

 

4.3        No Litigation. There is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the knowledge of Buyer without inquiry, threatened against, or affecting the Assets or the ability of Buyer to perform its covenants and obligations under this Agreement.

 

4.4          Brokers. Buyer has incurred no liability, contingent or otherwise, for broker's or finder's fees relating to the transactions contemplated by this Agreement.

 

4.5          Patriot Act. Buyer is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and is not otherwise blocked or banned by any foreign assets office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224.

 

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4.6          Organization and Authorization. Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada. Buyer has the full power and authority to enter into this Agreement and to consummate the transactions contemplated under this Agreement. The making and performance of this Agreement and the agreements and other instruments required to be executed by Buyer have been, or at the Closing will have been, duly authorized by all necessary corporate actions and will be duly executed by a person authorized by Buyer to do so.

 

5. Representations and Warranties of Muluncaygold. Muluncaygold agrees, represents and warrants to MDP the following:

 

5.1          No Breach of Law or Contracts. The consummation by Muluncaygold of the transactions contemplated by this Agreement will not result in a breach of any term or provision of, or constitute a default under any applicable law, regulation or ordinance or any other agreement or instrument to which Muluncaygold is a party or by which it is bound.

5.2          Binding Obligations. When executed and delivered this Agreement and all instruments executed by Muluncaygold pursuant to this Agreement, will constitute legal and binding obligations of Muluncaygold and will be valid and enforceable in accordance with their respective terms.

5.3          No Litigation. There is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the knowledge of Muluncaygold without inquiry, threatened against, or affecting the Assets or the ability of Muluncaygold to perform its covenants and obligations under this Agreement.

5.4          Brokers. Muluncaygold has incurred no liability, contingent or otherwise, for broker's or finder's fees relating to the transactions contemplated by this Agreement

5.5          Patriot Act. Muluncaygold is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United


 
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