SHARE PURCHASE AND EXCHANGE AGREEMENT
DATED AS OF AUGUST 14, 2004
BETWEEN
FUJIAN TIANCHENG MINING INDUSTRY CORP. LTD.
AND
SPARTA HOLDING CORP.
RE: DAAN SILVER MINE PROJECT, FUJIAN PROVINCE, CHINA
TABLE OF CONTENTS
1.0 DEFINITIONS......................................................3
2.0 INTERPRETATION...................................................5
3.0 PURCHASE AND SALE................................................6
4.0 PAYMENT OF THE PURCHASE PRICE AND PURCHASER'S OBLIGATIONS........6
5.0 CLOSING..........................................................8
6.0 CORPORATE AND GENERAL MATTERS REGARDING REVIEW...................8
7.0 CONDITIONS TO THE CLOSING........................................8
8.0 DELIVERIES OF THE VENDOR........................................10
9.0 DELIVERIES OF THE PURCHASER.....................................11
10.0 REPRESENTATIONS AND WARRANTIES OF THE VENDOR..................11
11.0 PURCHASER'S REPRESENTATIONS AND WARRANTIES....................16
12.0 COVENANTS AND PERMITTED TRANSACTIONS..........................17
13.0 TERMINATION...................................................18
14.0 CONSENTS......................................................18
15.0 LIABILITIES AND INDEMNITIES...................................18
16.0 LEGAL COSTS...................................................19
17.0 WAIVER........................................................20
18.0 FURTHER ASSURANCES............................................20
19.0 ENTIRE AGREEMENT..............................................20
20.0 GOOD FAITH....................................................20
21.0 ASSIGNMENT....................................................20
22.0 POST CLOSING..................................................20
23.0 NEW BUSINESS..................................................21
24.0 NOTICE........................................................21
25.0 CONFIDENTIALITY...............................................22
26.0 GOVERNING LAW.................................................23
27.0 ENUREMENT.....................................................23
28.0 AMENDMENTS....................................................23
29.0 SEVERABILITY..................................................23
30.0 GENERAL.......................................................23
THIS AGREEMENT is made as of the 14th day of August, 2004
BETWEEN:
FUJIAN TIANCHENG MINING INDUSTRY CORP. LTD. a company registered in the
Jianou City Industrial and Commercial Administrative Bureau, of Fujian
Province, Registration Number: 3507832002288 and having it's office at New
Construction Industrial Zone, Nanya Town, Jianou City, Fujian Province,
P.R. China (hereinafter referred to as the "Vendor")
AND:
SPARTA HOLDING CORP. a non-reporting, public company incorporated pursuant
to the laws of the State of Nevada, USA having its office ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (hereinafter
referred to as the "Purchaser").
WHERAS the Vendor is the registered owner of certain mineral Licenses
collectively referenced herein as the "Daan Silver Mine" located in Shouning
County, Ningde City, Fujian Province, People's Republic of China and all rights
appurtenant thereto all as more particularly described in Schedule "A" attached
hereto;
AND WHEREAS the Vendor has agreed to sell and transfer and the Purchaser has
agreed to acquire, the silver mining ownership right located at Daan Shouning
County Fujian Province subject to the terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged by the Purchaser and
the Vendor, the Parties covenant and agree with each other as follows:
1.0 DEFINITIONS
In this Agreement (including the recitals hereto, this paragraph and the
Schedule) the words and phrases set forth below shall have the meanings ascribed
thereto below, namely;
(a) "Affiliate" of a Party means a corporation or partnership that
controls the Party, is controlled by the Party or is controlled by the
same person, corporation or partnership that controls the Party, for
which purpose a corporation shall be deemed to be controlled by those
persons, corporations or partnerships who own or effectively control,
other than by way of security only, sufficient voting shares of the
corporation (whether directly through the ownership of shares of the
corporation or indirectly through the ownership of shares of another
corporation which owns the shares of the corporation) to elect the
majority of its board of directors and a partnership shall be deemed
to be controlled by those persons, corporations, or partnerships that
are able to determine policies or material decisions of that
partnership, provided that a partnership which is composed solely of
corporations which are Affiliates as described above shall be deemed
to be an Affiliate of each such corporation or its other Affiliates;
(b) "Agreement" means this agreement dated August 14th, 2004 including the
recitals hereto, this paragraph and each schedule;
(c) "Assets of the Vendor" means collectively the silver mining ownership
right located at Daan Shouning County Fujian Province registered in
the name of the Vendor; the Daan Silver Mine License(s), the Tangibles
and Miscellaneous Interest;
(d) "Capital Stock" means the silver mining ownership right located at
Daan Shouning County Fujian Province registered in the name of the
Vendor;
(e) "Closing" means (i) delivery of the Purchaser's common shares to the
Vendor as defined in Clause 4.1 herein; (ii) delivery of all of the
Vendor's issued and outstanding Capital Stock to the Purchaser as
defined in Clause 3.1. herein; (iii) the completion of a minimum US $
3.0M to maximum US$4.0M equity financing through an Offering of the
Purchaser's common shares subject to the Phase One budget and work
program as established in the Purchaser's geological consultant's
report to the satisfaction of the Purchaser acting reasonably and (iv)
the registration of the Purchaser as an SEC registered publicly traded
U.S. OTC Bulletin Board Company;
(f) "English" means the English language and the official text of this
Agreement shall be the English language and all information and
documents associated with the Agreement are to be in the English
language;
(g) "Closing date" means the completion of the Closing the Clause 1(f)
items on or before December 31, 2004;
(h) "License Areas" means the square kilometer areas as set forth and as
further described in the map(s) attached to this Agreement in Schedule
"A";
(i) License(s) means the Daan Silver Mine Licenses free of all
Encumbrances and in good standing under the laws, rules and
regulations of the Fujian Province Department of Land Resources as set
forth in Schedule "A";
(j) "Dollar" or "$" means a dollar in the lawful currency of the United
States of America;
(k) "Employee Obligations" means any obligations or liabilities of the
Vendor to pay any amount to or on behalf of their officers, directors,
workers or employees, or, as applicable, to the workers or employees
of any of the Vendor's consultants, other than for salary, bonuses
under their existing bonus arrangements and directors' fees in the
ordinary course, in each case in amounts consistent with historic
practices and, without limiting the generality of the foregoing,
Employee Obligations shall include the obligations of the Vendors to
officers, workers or employees: (i) for severance or termination
payments on a change of control pursuant to any executive severance
and termination agreements in the case of officers and pursuant to any
severance policy in the case of workers or employees; and (ii) for
retention bonus payments pursuant to any retention bonus program or
executive employment agreement;
(l) "Encumbrance" means, without limitation, any mortgage, pledge,
assignment, charge, lien, security interest, claim, trust, royalty or
carried participation, net profits or other third party interest and
any agreement, option, right or privilege (whether by law, contract or
otherwise) capable of becoming any of the foregoing;
(m) Environmental Law" means all applicable federal, provincial/state,
municipal, or local laws, regulations, orders, government decrees or
ordinances pertaining to or having application to the License Areas
with respect to environmental, health or safety matters;
(n) "Governmental Authority" includes any federal, provincial, state,
municipal or other political subdivision, government, department,
commission, board, bureau, agency or instrumentality, domestic or
foreign;
(o) "Miscellaneous Interest" means the Vendor's aggregate beneficial
undivided 100 Percent (100%) participating interest in and to all the
Daan Silver Mine License(s) and the one hundred percent (100%) rights
thereto including, without limitation;
(i) all contracts, agreements, books, records and documents
including, without limitation, the title (License(s)) and
Operating Documents and any rights of the Vendor in relation
thereto;
(ii) all Surface Interests;
(iii) all Technical Information;
(iv) all Licenses, authorizations, permits, crossing privileges or
other rights pursuant to the License Areas; (v) all minerals
contained within the License Areas;
(p) "Party" means the parties to this Agreement and their respective
successors and permitted assigns and party shall mean any one of them;
(q) "Permitted Encumbrances" means any of the following:
(i) easements, rights of way, servitudes or other similar rights in land
(ii) the right reserved to or vested in any government or other public
authority by the terms of any or by any statutory provision, to
terminate the License(s) Title and Operating Documents or to require
annual or other periodic payments as a condition of the continuance
thereof;
(iii) rights reserved to or vested in any municipality or governmental,
statutory or public authority to control or regulate the License(s) in
any manner;
(r) "Purchase Price" has the meaning ascribed thereto in Clause 4.1;
(s) ""SEC" means the United State Securities and Exchange Commission;
(t) "Title" means the Daan Silver Mine License(s) as registered to the
Vendor as outlined and attached in Schedule "A";
(u) "Tangibles" means the Vendor's beneficial and undivided one hundred
percent (100%) interest in and to all tangible depreciable property and
assets that are situated in, on or about the License Area, appurtenant
thereto or used or useful in connection with the further development of
the "Daan" project.
2.0 INTERPRETATION
(a) The headings of the paragraphs of this Agreement and of the
Schedules are inserted for convenience and for reference only and
shall not affect the meaning or construction hereof.
(b) Whenever the singular or masculine or neuter is used in this
Agreement or in the Schedules, each shall be interpreted as
meaning the plural or feminine or body politic or corporate, and
vice versa, as the context requires.
(c) If there is any conflict or inconsistency between the provisions
of this agreement and those of a Schedule attached hereto, the
provisions of this Agreement shall prevail.
(d) All documents executed and delivered pursuant to the provisions of
this Agreement are subordinate to the provisions hereof and the
provisions hereof shall govern and prevail in the event of a
conflict.
(e) Any reference to a statue shall include and shall be deemed to be
a reference to such statue and to the regulations made pursuant
thereto, and all amendments made thereto and in force at the date
hereof.
(f) The following Schedules are attached to form part of and are
incorporated in this Agreement:
"A" The Daan Silver Mine registered Licenses as held by the Vendor
"B" Allocation of Loan advance by the Purchaser to the Vendor
"C" An outline of the minimum obligations that are required in
order to maintain the License(s) in good standing.
(g) References in this Agreement to the knowledge of a Party shall be
construed as a reference to the actual knowledge of such party
without an obligation to make an inquiry of another party or
review any files or records of a party.
(h) All capitalized terms used herein and not defined herein shall
have the meaning attributed thereto in the contract.
(i) The terms "including" and "include" do not denote or imply any
limitation.
3.0 PURCHASE AND SALE
3.1 Subject to the terms and conditions herein, the Purchaser hereby agrees
to purchase all of the issued and outstanding Capital Stock of the
Vendor, and the Vendor agrees to convey and transfer the silver mining
ownership right located at Daan Shouning County Fujian Province to the
Purchaser on the Closing Date at and for the Purchase Price as defined
in Clause 4.1 herein.
4.0 PAYMENT OF THE PURCHASE PRICE AND PURCHASER'S OBLIGATIONS
4.1 On the Closing Date the Purchase Price shall be paid by the Purchaser
to the Vendor by delivering five million five hundred thousand
restricted shares (5,500,000) of the Purchaser's common shares and such
shares shall carry a Rule 144 SEC legend as to marketability to the
effect that such shares are for purposes of investment only and not
with the view to resale until such shares have been registered with the
SEC.
4.2 For purposes of advancing the purpose of this Agreement and the further
development of the Daan Silver Mine Project the Purchaser undertakes the
following;
(i) on or before July 30, 2004 to raise US $300,000 by way of a private
placement equity offering in the common shares of the Purchaser for
purposes of funding startup operations including the required legal,
accounting and general overhead expenses in order to implement this
Agreement; and
(ii) following the execution of this Agreement the Purchaser shall prepare
and file at its cost a registration statement with the SEC and/or such
United States State agencies as are required to register an equity
offering in the common shares of the Purchaser for US $3.0M to US$4.0M
subject to the actual amount determined for the purpose of advancing
the Phase 1 Exploration/Development plan, by the Purchaser's
geological consultant's report as presented to the Purchaser's and
Vendor's Board of Directors and the Vendor's geological advisors but
to the satisfaction of the Purchaser acting reasonably. Purchaser
shall use its best efforts to obtain an effective registration
statement on or before December 31, 2004. Should the Purchaser's
registration statement fail to be effective by the said date, then the
Purchaser and Vendor shall agree to extend this agreement for an
additional 90 days until March 31, 2005; and
(iii)Purchaser should raise Three Million Six Hundred Thousand U.S.
Dollars ($3,600,000) as per Clause 4.2 (i) and (ii) above by December
31, 2004, which amount will entirely be used in Vendor's mining
operations. In the event that Purchaser is unable to raise the full
$3,600,000 by December 31, 2004, Vendor agrees to extend the time
period until March 31, 2005, and in such case Purchaser will undertake
a private placement to raise an additional U.S.$500,000 during this
extended term. In the event that Purchaser is unable to complete the
raising of the full $3,600,000 amount through the private placements
and public offering as per this Clause 4.2 (i), (ii) and (iii), the
Vendor agrees to provide a loan to the Purchaser equal to the balance
difference amount between the $3,600,000 and the total amount of money
raised by the Purchaser under this Clause 4.2(i), (ii) and (iii). Upon
receipt of the $3,600,000 amount, the Closing Date of this Agreement
becomes effective. In the event that the Vendor has provided a portion
of the $3,600,000, the Vendor shall have the right to renegotiate and
adjust its share percentage ownership in the Purchaser based upon the
actual funds received from private placements and the public equity
offering compared to the ratio of investment and shares issued
pursuant to this Agreement.
4.3 Subject to the satisfactory completion of due diligence as defined by
the Purchaser including a review of the Vendor's Daan Silver Mine
Licenses, the Purchaser agrees and shall on or before July 30, 2004
advance to the Vendor in trust as a non interest bearing registered
loan the sum of US Dollars 200,000 which funds shall be utilized and
disbursed from trust by the Vendor for the Daan Silver Mine project in
accordance with an agreed purposes of distribution as defined in
Schedule "B" as attached hereto. Should the Purchaser fail to make the
Loan advance to the Vendor as per Clause 4.3 herein then this Agreement
shall automatically terminate.
4.4 The Vendor agrees herein and undertakes to assist and fully cooperate
with the Purchaser as requested by the Purchaser in writing, with the
above referenced registration statement and shall provide the Purchaser
with all required documents in English relating to the Daan Silver Mine
including but not limited to the Licenses and all audited financial
statements of the Vendor prepared in accordance with United States
Generally Accepted Accounting Principles ("GAAP") to the satisfaction
of the Purchaser and of the SEC.
4.5 The Vendor and/or its Affiliate shall, for purposes of the SEC
registration statement and the Offering appoint and herby/herein grants
to the Purchaser's President or his designated appointee its limited
attorney-in-fact for purposes of acting as the Vendor's Agent and to
sign for the Vendor in its name place and stead, in any and all
capacities to implement and execute any and all documents to be filed
with the SEC and any governmental agency, federal state or otherwise in
connection with any securities filings, including but not limited to:
amendments, exhibits, agreements, concerning shareholders granting said
limited attorney-in-fact and agent including full power and authority
to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intent and purposes as it might and
could do itself, hereby ratifying and confirming all that each said
limited attorney-in-fact and agent or its substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
4.6 In conjunction with an in parallel to this offering the Purchaser shall
initiate and take the steps required in order to become a registered
publicly traded United States OTC Bulletin Board company.
5.0 CLOSING
5.1 The closing and transfer of the Capital Stock in the Vendor to the
Purchaser and the transfer of the restricted common shares of the
Purchaser to the Vendor shall, unless otherwise agreed by the Parties
take place on the Closing Date at an agreed location in Las Vegas,
Nevada.
6.0 CORPORATE AND GENERAL MATTERS REGARDING REVIEW
6.1 The Vendor shall provide reasonable access for the Purchaser and its
advisors to the Vendor's Corporate records, books, accounts, documents,
files, information, materials, title, License(s) and Operating
Documents, minute books, tax returns, Tax receipts, filings and
Technical Information regarding the corporation, the Assets and the
Capital Stock regardless of the location thereof, for the purpose of
the Purchaser's review of the Daan Silver Mine License(s), the Assets
and the Capital Stock of the Vendor and Vendor's clear title thereto to
the Daan Silver Mine License(s).
6.2 The Vendor undertakes to assist the Purchaser as requested by the
Purchaser with the review and due diligence process as outlined in
Clause 6.1 above with the objective of completing such due diligence
review on or before July 31, 2004. In this regard the Vendor
undertakes to provide a certified English translation of all documents
requested by the Purchaser relating to the Purchaser's due diligence.
The Purchaser undertakes to provide the Vendor with advance written
notice of at least seven (7) days of any and all of its employees or
consultants, who plan to visit Fujian Province for the purpose of
completing the above due diligence review and the Vendor shall provide
all reasonable assistance to such personnel.
7.0 CONDITIONS TO THE CLOSING
7.1 The following are conditions to the Closing of the purchase herein, for
the benefit of the Purchaser, which may be waived at the discretion of
the Purchaser:
(i) the representations and warranties made by the Vendor in Clause 10.0
hereof shall be true as of the Closing Date as if made on and as of
such date and the Vendor shall have provided to the Purchaser a
certificate of an officer of the Vendor certifying as to such matters
on the Closing Date and the Purchaser shall have no knowledge to the
contrary;
(ii) the Vendor shall have performed or complied in all material respects
with all of the terms, covenants and conditions of this Agreement to
be performed or complied with by the Vendor at or prior to the Closing
Date;
(iii)the board of directors of the Purchaser shall have approved the
transactions contemplated herein;
(iv) the Vendor shall have good and clear title with no liens to the Daan
Silver Mine Licenses and to its Capital Stock;
(v) Purchaser and/or its representatives shall have completed its
inspection and due diligence of the Vendor's Corporate Status and the
Daan Silver Mine Licenses and have been provided the opportunity to
make assessments on same and is satisfied, acting reasonably, with the
results thereof;
(vi) Purchaser shall have been permitted access to review all the Vendor's
records and operations and shall have confirmed that same are as
represented by the Vendor and satisfactory to Purchaser;
(vii)Between the date hereof and the Closing Date, the Vendor shall
conduct itself in the ordinary course of business and no change of any
kind to the Assets shall have occurred which, in the sole opinion of
the Purchaser, acting reasonably, materially adversely affects the
Vendor's value;
(viii) Purchaser is satisfied, acting reasonably, in all respects with all
material financial, tax and operational matters relating to the
Vendor;
(ix) The silver mining ownership right located at Daan Shouning County
Fujian Province;
(x) Other than as contemplated herein, or otherwise disclosed in writing
to the Purchaser, there shall be no outstanding claims, lawsuits,
actions or proceedings against the Vendor which would have a material
adverse effect on any of the Assets, the business or the operations of
the Vendor; and
(xi) The Purchaser is satisfied, acting reasonably, as to the Vendor's
financial or economic position and the status of the Daan Silver Mine
Licenses at Closing.
The foregoing conditions shall be for the benefit of the Purchaser and may be
waived by the Purchaser in writing, in whole or part, at any time.
7.2 The following are conditions to the Closing of the sale herein, for the
benefit of the Vendor, which may be waived at the discretion of the Vendor;
(xii)the representations and warranties made by the Purchaser in Clause
11.0 in this Agreement shall be true as of the Closing Date as if made
on and as of such date.
(xiii) the Purchaser shall have performed or complied in all material
respects with all of the terms, covenants and conditions of this
Agreement to be performed or complied with by the Purchaser at or
prior to the Closing Date;
(xiv)no suit, action or other proceeding shall, at Closing, be pending
against the Vendor or the Purchaser before any Court or governmental
agency seeking to restrain, prohibit, obtain damages or other relief
in connection with the consummation of the transactions contemplated
by this Agreement which would materially and adversely affect the
Vendor, or the Purchaser, or the Vendor's Assets; and
(xv) the board of directors of the Vendor, and its Affiliate shall have
approved the transaction contemplated herein.
The foregoing conditions shall be for the benefit of the Vendor and may be
waived by the Vendor in writing, in whole or part, at any time.
8.0 DELIVERIES OF THE VENDOR
8.1 At Closing, if the conditions precedent contained in Clause 7.0 are
satisfied or waived, the Vendor shall deliver or cause to be delivered
to and in favour of the Purchaser, against those deliveries required to
be made by the Purchaser, the following;
(i) the silver mining ownership right located at Daan Shouning
County Fujian Province registered in the name of the Vendor
duly changed to the Purchaser's name and registered at
Shouning County in Fujian Province with the proper
authorities;
(ii) confirmation that its has compiled with the representations,
warranties and covenants of this Agreement which are true and
correct and have been performed, as the case may be, in all
material respects as of the Closing Date;
(iii) will cause the registration of the business certificate for
the Purchaser to be made effective at Shouning County, Fujian
Province with the proper authorities;
(iv) receipt for the Purchaser's Common Shares;
(v) the parties will mutually agree to the officers and directors
of the Vendor who will be qualified and in good standing for
their intended responsibility;
(vi) all of the Vendor's records, its minute books, cheque books
and credit cards (if any);
(vii) a legal opinion from counsel, acceptable to the Purchaser,
acting reasonably, as to the due and valid transfer of the
Vendor's Capital Stock to the Purchaser hereunder on Closing;
and
(viii) any and all other documents which are required to be delivered
by the Vendor to the Purchaser pursuant thereto.
(ix) All deliveries of the Vendor shall, except as otherwise
stated, be in a form acceptable to the Vendor and the
Purchaser and their respective solicitors, acting reasonably
and all documents are to be in English with a certified
translation from Chinese.
9.0 DELIVERIES OF THE PURCHASER
9.1 At Closing, if the conditions precedent set forth in Clause 7.1 and 7.2
are satisfied or waived, the Purchaser shall deliver or cause to be
delivered to and in favour of the Vendor, against those deliveries
required to be made by the Vendor, the following;
(i) Payment of the Purchase Price, by the Purchaser of the
Purchaser's 5,500,000 common shares in accordance with Clause
4.1 of this Agreement
(ii) A certificate of an officer of the Purchaser or of a duly
appointed attorney of the Purchaser confirming that the
representations, warranties and covenants of the Purchaser as
set forth in this Agreement are true and correct or have been
observed and performed, as the case may be in, in all material
respects as of the Closing Date;
(iii) a certificate of an officer of the Purchaser or of a duly
appointed attorney of the Purchaser confirming that the
conditions precedent set forth in Clause 7.1 have been waived
or to the Purchaser's knowledge satisfied; and
(iv) any and all other documents which are required to be delivered
by the Purchaser to the Vendor pursuant hereto.
9.2 All deliveries of the Purchaser shall, except as otherwise stated, be
in a form acceptable to the Vendor and the Purchaser and their
respective solicitors, acting reasonable.
10.0 REPRESENTATIONS AND WARRANTIES OF THE VENDOR
10.1 The Vendor represent and warrant to the Purchaser as at the date hereof
that;
General
(a) the Vendor is a corporation validly existing under the laws of the
jurisdiction of Jianou City Industrial and Commercial Bureau, Fujian
Province and duly qualified under the laws of this jurisdiction to own
those of the Assets owned by it and carry out its business; (b) the
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the fulfillment of and compliance
with the terms and provisions hereof, do not and will not;
(i) result in the breach of or violate any term or provision of the
Vendor's articles, by-laws or other constating documents;
(ii) conflict with, result in a breach of, constitute a default under,
or prohibit the performance required by, any agreement,
instrument, License, permit or authority to which the Vendor is a
party or by which the Vendor is bound or to which any property of
the Vendor is subject, or result in the creation of any
Encumbrance upon the Assets or the Capital Stock of the Vendor
under any such agreement, License, permit or authority;
(iii)result in the creation of any Encumbrance upon any of the
Assets;
(iv) give to any person any material interest or right, including the
right of purchase termination, cancellation or acceleration under
any agreement, instrument, License, permit or authority in
respect of the Assets or the Capital Stock of the Vendor; or
(v) violate any provision of law or administrative regulation or any
judicial or administrative order, award, judgment or decree
applicable to the Vendor, the Assets or the Capital Stock of the
Vendor
(c) the Vendor has not incurred any obligation or liability, contingent or
otherwise, for brokerage fees, finder's fees, agent's commission,
financial advisory fees or other similar forms of compensation with
respect to the transactions contemplated herein;
(d) this Agreement has been duly executed and delivered by the Vendor and
the endorsement of the Capital Stock of the Vendor or a written
instrument of transfer relating thereto and all documents executed or
delivered by the Vendor pursuant hereto to be executed and delivered
by the Vendor to the Purchaser on the Closing Date or thereafter,
shall be duly executed and delivered by the Vendor and this agreement
constitutes a legal and valid binding obligation of the Vendor
enforceable against the Vendor in accordance with its terms, subject
to all laws of bankruptcy and insolvency relating thereto and laws of
general application relating to creditors' rights generally;
(e) the Vendor has all requisite power and authority to enter into this
Agreement and to perform their obligations under this agreement and
all corporate action necessary to authorize the execution, delivery
and performance of this Agreement and the sale and transfer of the
Capital stock of the Vendor in accordance with this Agreement has been
taken;
(f) all information and material whether written or verbal, provided by
the Vendor and to the Purchaser in respect of the Vendor as of the
Closing Date shall be, to the best of the knowledge of the Vendor,
true and accurate;
Assets
(g) that the Vendor's Assets, the Daan Silver Mine License(s) held by the
Vendor and the Capital Stock of the Vendor are free and clear of all
Encumbrances created by, through or under the Vendor and to the
knowledge of the Vendor and TCC there are no defects, failures or
impairments in the Vendor's title to the Assets which in aggregate
could have a material adverse effect, financial or otherwise, on the
business of the Vendor;
(h) the Vendor has not received nor delivered any written notices of
violation or alleged violation of any provisions of any material
agreement, statute, rule, regulation, order, judgment, declaration or
by-law in respect of the Assets;
(i) there are no actions, suits, other legal, administrative or
arbitration proceedings or government investigations commenced at law
or in equity or before or by any Court or other governmental Authority
and which involve or affect the Vendor or the Assets, which could have
a material adverse effect, financial or otherwise, on the Assets or
the liabilities, business, operations, prospects, affairs, License(s),
capital or financial condition of the Vendor;
(j) no officer, director, employee or consultant of the Vendor or any
associate or Affiliate of any such person or any party not at arm's
length to such parties, has, or is entitled to, any royalty, net
profits interest, carried interest or other Encumbrance of any nature
whatsoever which is based on production from the Assets or any revenue
or any revenue or rights attributed thereto;
(k) all material documents, records and filed respecting the Vendor, the
Licenses, the Capital Stock of the Vendor and the Assets, including
without restriction, all financial, tax and operational records, shall
have been made available to the Purchaser or its solicitors prior to
the Closing Date, and all information relating to instances of
non-compliance with the License(s) have been disclosed to the
Purchaser prior to its execution of this Agreement;
(l) no person, firm or corporation has any Right of First Refusal to
acquire any interest in any Assets by virtue of or arising from this
Agreement and the sale and transfer of the Capital Stock of the Vendor
to the Purchaser;
(m) to the knowledge of the Vendor except to the extent that any violation
or other matter referred to in this paragraph does not have a material
adverse effect, financial or otherwise, on the business, assets,
properties, License(s), condition (financial or otherwise), results of
operations or prospects of the Vendor and except as has been disclosed
in writing to the Purchaser:
(i) the Vendor is not in violation of any Environmental Laws;
(ii) the Vendor has operated its business at all times and has
received, handled, used, stored, treated, shipped and disposed of
all contaminants without violation of Environmental Laws;
(iii)there have been no releases, deposits or discharges, in violation
of Environmental Laws, of any hazardous or toxic substances,
contaminants or wastes into the earth, air or into any body of
water or any municipal or other sewer or drain water systems by
the Vendor including, without restriction, any that have not been
rectified or are in the process of being rectified on any of the
real property owned or leased by the Vendor or under its control;
(iv) the Vendor has not knowingly failed to report to the proper
Governmental Authority the occurrence of any event which is
required to be so reported by any Environmental Law; and
(v) the Vendor holds all Licenses, permits and approvals required
under any Environmental Laws which are required to be held by it
in connection with the operation and ownership and use of the
Assets, all such Licenses, permits and approvals are in full
force and effect, and except for notifications and conditions of
general application to assets of the type owned by the Vendor the
Vendor has not received any notification that any orders,
directions or notices have been issued and remain outstanding
pursuant to any Environmental Laws relating to the business of
the Vendor or the Assets, including, without restriction, that
any work, repairs, construction or capital expenditures are
required to be made as a permit or approval issued pursuant
thereto, or that any License, permit or approval referred to
above is about to be reviewed, made subject to limitation or
conditions, revoked, withdrawn or terminated;
(vi) the Vendor has not received notice of any default or violation of
or investigation or directive relating to the Daan Silver Mine
License(s) or any environmental or pollution law, regulation or
ordinance with respect to the Assets or the Vendor. The operation
of the Daan Silver Mine License(s) and the Assets are in
compliance with all terms and conditions of the License(s) and
all other applicable laws, permits and authorizations in all
material respects, and with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in such laws or contained in
any regulation, code, plan, order, decree, judgment, notice or
demand letter issued, entered, promulgated or approved thereunder
relating to the License(s) and the Assets in all material
respects. The Vendor is not aware of any spills or releases of
contaminants into the environment on or in respect of the License
Area;
(n) the Vendor has made available to the Purchaser all information in its
possession relevant to environmental damage or contamination or other
environmental problems pertaining to the License(s) and the Assets,
and the Vendor has not knowingly withheld any such information from
the Purchaser;
Capital Stock of Vendor
(o) the Capital stock of the Vendor has been legally issued subject to the
by-laws and articles of the Vendor, the Vendor has good and marketable
title thereto, free and clear of any liens, pledges, voting trusts,
proxies, restrictions, adverse claims, demands or other Encumbrances
of any kind;
(p) except pursuant to this Agreement, no person has any agreement,
option, right or privilege (including, without limitation, whether by
law, pre-emptive right, contract or otherwise) to purchase from the
Vendor, subscribe for, convert into, exchange for, or otherwise
require the issuance of, nor any agreement, option, right or privilege
capable of becoming any such agreement, option, right or privilege,
any of the Capital Stock of the Vendor or to purchase any of the
Vendor's Capital Stock;
(q) there are no actions, suits, proceedings or claims in existence or, to
the Vendor's knowledge, pending or threatened, with respect to or in
any manner challenging the Capital Stock of the Vendor, the ownership
thereof by the Vendor or the exercise of any rights which are derived
or attached thereto;
(r) the Capital Stock of the Vendor represents all of the issued capital
stock of the Vendor, is validly issued and is fully paid and
non-assessable;
(s) the silver mining ownership right located at Daan Shouning County
Fujian Province;
(t) as at the date hereof the Vendor has not:
(i) declared, authorized, paid or made any dividend or other
distribution to any Affiliate, shareholder, director, officer or
employee, whether in cash, Capital Stock or otherwise;
(ii) made any change in its accounting principles and practices;
(iii)in the aggregate and taken as the whole, suffered any material
adverse change, financial or otherwise, in its business,
financial condition, assets, properties, liabilities, operations
or any occurrences or circumstances which has resulted or might
reasonable be expected to result in a material adverse change;
(iv) granted any power of attorney;
(v) guaranteed, or agreed to guarantee, the obligations of any party;
(vi) reduced its stated capital in any manner;
(vii)purchased, acquired, cancelled or redeemed, or agreed to
purchase, acquire, cancel or redeem, any of its outstanding
capital; or
(viii) authorized or paid any bonus or similar payment not in the
ordinary course of business to any employee, officer or director;
(u) the Vendor is not currently liable for any Employee Obligations or is
a party to any contracts or arrangements with any director, officer,
employee or consultant of the Vendor, or any associate or Affiliate of
any such director, officer, employee or consultant nor is there now,
nor in such circumstance shall there be, any indebtedness owing by the
Vendor to any such parties or by any such parties to the Vendor;
(v) the Vendor is not a party to any contracts, agreements or obligations
which are outside of the ordinary course of business, including,
without restriction, any enforceable contract or agreement to merge or
consolidate with any other corporation or entity, to acquire
substantially all of the assets or shares of any other corporation or
entity, or to sell all or any material part of the Assets;
(w) the Vendor has no subsidiaries, nor does it own shares or interests in
any other corporation, partnership or other legal entity;
(x) the corporate records and minute books of the Vendor have been
maintained in accordance with prudent business practices, are true,
correct and complete in all material respects and such minute books
contain the minutes of all meetings and all resolutions of the
directors and shareholders as reflected in the English translations
from the Chinese as certified; and
(y) there exists no shareholder or other agreement in effect which affects
the transferability of the Capital Stock of the Vendor nor is the
Vendor a party to any voting trust, agreement, unanimous shareholders
agreement, "share pooling" agreement or other contract, agreement,
arrangement, commitment, plan or understanding restricting or
otherwise relating to voting or dividend rights with respect to the
Capital Stock of the Vendor.
Each of the foregoing representations and warranties shall be qualified as the
Date hereof and as of the Closing, as applicable. The representations and
warranties of the Vendor in this Paragraph 10 shall survive the Closing and not
be merged in any conveyances or other documents provided pursuant to this
Agreement.
11.0 PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.1 The Purchaser represents and warrants to and with the Vendor on the date
hereof that:
(a) the Purchaser is validly existing under the laws of its jurisdiction
of organization;
(b) the Purchaser has all requisite power and authority to enter into this
Agreement and to perform its obligations under this Agreement and has
authorized and taken all corporate action necessary to authorize the
execution, delivery and performance of this agreement and the purchase
of the Capital Stock of the Vendor
(c) this Agreement has been duly executed and delivered by the Purchaser
and all documents executed or delivered by the Purchaser pursuant
hereto to be executed and delivered by the Purchaser to the Vendor on
the Closing Date or thereafter shall be duly executed and delivered by
the Purchaser and this agreement does, and such documents will,
constitute legal and valid binding obligations of the Purchaser
enforceable against the Purchaser in accordance with their respective
terms subject to bankruptcy, insolvency and creditors' rights of
general application
(d) the execution and delivery of this Agreement, consummation of the
transactions contemplated hereby and the fulfillment of and compliance
with the terms and provisions hereof do not and will not be in
conflict with, result in a breach of, constitute a default under, or
prohibit the performance required by any agreement, instrument,
License, permit or authority to which it is a party or by which it is
bound or to which any property of the Purchaser is subject or result
in the creation of any lien, claim or Encumbrance under any such
agreement, instrument, License, permit or authority or violate any
judgment, decree, order, statue, rule or regulation applicable to the
Purchaser.
11.2 The representations and warranties of the Purchaser in this Paragraph
11 shall survive the Closing and not be merged in any conveyances or
other documents provided pursuant to this Agreement.
12.0 COVENANTS AND PERMITTED TRANSACTIONS
12.1 The Vendor covenants with the Purchaser that, until the Closing Date, the
Vendor shall;
(i) maintain the License(s) and Assets in accordance with generally
accepted mining and engineering practices;
(ii) not farmout, divest, surrender, abandon or permit to expire or
otherwise dispose of any of the Assets without the prior consent of
the Purchaser;
(iii)other than in the ordinary course of business or as otherwise
contemplated herein, not amend or terminate any agreement or
instrument relating to the License(s) or the Assets or enter into any
new agreement or commitment relating to the License(s) or the Assets
without the prior consent of the Purchaser; and
(iv) not take actions or steps, including initiating, soliciting or
entertaining other proposals in respect of the sale of its Capital
Stock or any of the Assets to any third party.
12.2 Until the Closing:
(i) subject to the provisions of subparagraph 12.1, the Vendor shall not
enter into any obligations or commitments with respect to the Assets,
which is in excess of US $2,000 for any single item or $5,000 in the
aggregate (excluding any expenses related directly to the silver
mining operations) without the prior consent of the Purchaser, which
consent shall not be unreasonably withheld or delayed, except as may
be reasonable necessary to protect, ensure life and safety or to
preserve the assets or title to the Assets; and
12.3 Until the Closing, the Vendor covenant with the Purchaser that it shall
not;
(i) amend any of its constating documents;
(ii) declare any dividends or, make any distributions in respect of its
Capital Stock or purchase any securities;
(iii)issue any other securities or grant any options, warrants, calls,
rights to issue additional shares or securities or similar rights or
agree to do so;
(iv) to hire any employees without the consent of the Purchaser;
(v) to (i) reorganize, amalgamate, merge or otherwise continue with any
other person, corporation, partnership or other business organization
whatsoever; (ii) acquire (by merger, amalgamation, consolidation or
acquisition of shares or assets) any corporation, partnership or other
business organization or division thereof, or make any investment
either by purchase of shares or securities, contributions of capital
property transfer; or (iii) enter into any ▇▇▇▇▇▇, swaps or other
financial instruments or like transactions;
(vi) grant to any officer, employee or director an increase in compensation
in any form, grant any general salary increase, grant to any other
employee any increase in compensation in any form, make any loan to
any officer, director or any other party not at arm's length, or take
any action with respect to the grant of any severance or termination
pay with any officer arising from a change of control or the entering
into of any employment agreement with, any senior officer or director,
or with respect to any increase of benefits payable under its current
severance or termination pay policies (it being specifically
acknowledged that a change in the frequency of pay to any consultant,
provided the aggregate annual amounts paid to such consultant have not
increased, shall not be deemed to be an increase in compensation for
the purpose of this subparagraph);
(vii)adopt or amend or make any contribution to any bonus, profit sharing,
option, pension, retirement, deferred compensation, insurance
incentive compensation, other compensation or other similar plan,
agreement, trust, fund or arrangements for the benefit of employees,
except as is necessary to comply with the law or with respect to
existing provisions of any such plans, programs, arrangements or
agreements; and
12.4 The Vendor agrees that it shall promptly notify the Purchaser in
writing of any material adverse change (actual, anticipated,
contemplated or, to the knowledge of the Vendor threatened, financial
or otherwise) in their business, operations, affairs, assets,
capitalization, financial condition, prospects, Licenses, permits,
rights, privileges or liabilities, whether contractual or otherwise,
of the Vendor or of any change in any representation or warranty
provided by the Vendor in this Agreement which change is or may be of
such a nature to render any representation or warranty misleading or
untrue in any material respect and the Vendor shall in good faith
discuss with the Purchaser any change in circumstances (actual,
anticipated, contemplated, or to the knowledge of the Vendor
threatened) which is of such a nature that there may be a reasonable
question as to whether notice need to be given to the Purchaser
pursuant to this provision.
13.0 TERMINATION
13.1 In the event that this Agreement is terminated in accordance with its
terms each Party shall take all reasonable action to return the other
Party to the position relative to the Assets and the securities which
such party occupied prior to the execution hereof.
14.0 CONSENTS
14.1 Prior to and after Closing, the Parties hereto shall use all reasonable
efforts to obtain and deliver to the other Party all necessary consents
(other than consents which may not be unreasonable withheld),
permissions and approvals of third parties and governmental and
regulatory authorities in connection with the transaction contemplated
herein.
15.0 LIABILITIES AND INDEMNITIES
15.1 After the Closing and subject to delivery of the certificates pursuant
to Clause 3.1 the Vendor shall indemnify, defend and save harmless the
Purchaser and its Affiliates, their successors and assigns and each of
their respective directors, officers, employees, agents and
representatives from and against any and all loss, claims, suits,
liability, damages, costs or expenses which may be brought against,
suffered or incurred by them as a direct or indirect result of any
matter or thing arising out of or resulting from, attributable to or
connected with the breach of any representation, warranty, covenant or
agreement of the Vendor contained in this Agreement.
15.2 After the Closing, the Purchaser shall indemnify, defend and save
harmless the Vendor and its successors and assigns from and against any
and all loss, liability, damage, cost or expense suffered or incurred
by it, as a direct or indirect result of any breach of a
representation, warranty or covenant of the Purchaser set forth in this
Agreement or the certificate delivered pursuant to Clause 4.1 in
respect thereof.
15.3 The following procedures shall apply in connection with any claims for
indemnification under subparagraphs 15.1 and 15.2;
(j) If an indemnified party hereunder receives notice of the commencement
or assertion against it of any claim made by a third party for which
such indemnified party seeks or intends to seek indemnification under
this Paragraph 15.0, the indemnified party shall give the indemnifying
party reasonably prompt written notice thereof. Such notice to the
indemnifying party shall describe such third party claim in reasonable
detail. The indemnifying party shall have the right to participate in
or to elect to assume the defense of any such third party claim at the
indemnifying party's own expense and by such indemnifying party's own
counsel, and the indemnified party shall co-operate in good faith in
such defense. The indemnified party shall have the right to
participate in the defense of any such third party claim assisted by
counsel of its own choosing. No indemnified party shall have the right
to settle or compromise, or propose to settle or compromise, any such
third party claim without the consent of the indemnifying party.
(ii) Any claim for indemnification under Paragraph 15.0 by an indemnified
party, shall be asserted by giving the indemnifying party written
notice thereof in accordance with the terms hereof. Such notice to the
indemnifying party shall describe such direct claim in reasonable
detail.
(iii) Notwithstanding anything herein to the contrary:
(iv) the indemnities provided in the foregoing subparagraphs 15.1 and 15.2
shall not apply to the extent that the liabilities are caused by the
negligence, willful default or misconduct of the Party claiming
indemnity;
(v) the indemnified Party shall not be entitled to any indemnification in
respect of any matter or thing which is the subject of the indemnity
set forth in Clause 15.0 above unless it shall have given written
notice of its claim for indemnification (including reasonable
particulars of the claims) to the other party, within twelve (12)
months of the Closing Date.
16.0 LEGAL COSTS
16.1 Any costs in respect of which indemnification is provided hereunder
shall include reasonable attorney's fees on a solicitor to his own
client basis.
17.0 WAIVER
17.1 No waiver by any Party of any breach of any of the terms, conditions,
representations or warranties in this Agreement shall take effect or be
binding upon that Party unless the waiver is expressed in writing by
that Party and any waiver so given shall extend only to the particular
breach so waived and shall not limit any rights with respect to any
other or future breach.
18.0 FURTHER ASSURANCES
18.1 At the Closing Date and thereafter as may be necessary the Parties
shall execute, acknowledge and deliver such other instruments and take
or refrain from taking such other action as may be reasonably required
to more fully assure the completion of the transactions contemplated
herein in accordance with the provisions of this Agreement and
otherwise assure the carrying out of the intent and purpose of this
Agreement.
19.0 ENTIRE AGREEMENT
19.0 The Parties hereto agree that this Agreement constitutes and contains
the entire Agreement and understanding among the Parties and supersedes
all prior agreements, memoranda, correspondence, communication,
negotiations and representations, whether oral or written, express or
implied, statutory or otherwise, among the Parties or any of them with
respect to the subject matter hereof.
20.0 GOOD FAITH
20.1 The Parties hereto agree that they shall at all times during the
currency of this Agreement act in good faith with respect to the other
Party hereto, and shall do or cause to be done all things within their
respective powers which may be necessary or desirable to give full
force and effect to the provisions of this Agreement hereof. Moreover
the Parties hereto being bound by the terms of this Agreement, so long
as it remains in force, acknowledge their fiduciary responsibility each
to the other.
21.0 ASSIGNMENT
21.1 Prior to the closing Date, neither Party may assign its interest in or
under this Agreement without the prior written consent of the other
Party hereto and any purported assignment without that consent shall be
void and ineffective. Notwithstanding the foregoing, the Purchaser
shall be entitled to assign its interest in this Agreement to an
Affiliate without the consent of the Vendor.
22.0 POST CLOSING
22.1 Subject to closing this Agreement but upon Closing;
The Purchaser shall, through its Board of Directors, employees and consultants,
make timely and prompt regulatory filings, including the preparation and filing
of financial statements in accordance with SEC guidelines and standards in
conjunction with the Purchaser's auditors, access the capital markets and attend
to the administration and running of a US public company. In so doing the
Purchaser shall conduct its business in compliance with all applicable US laws,
rules and regulations in each jurisdiction in which its business is carried on.
(a) The Purchaser shall nominate its representatives to the Board of the
Vendor and its nominees, upon election shall control the board of
Directors of the Vendor and its Board of Directors shall be
responsible for appointing the appropriate senior managers and
officers who will report to the Board of Directors.
(b) The Parties shall establish a Daan Project Management Committee as
soon as is practical. Each of the Purchaser and the Vendor shall
appoint two (2) members to the Management Committee along with their
alternates. The Management Committee shall appoint a Secretary who
shall;
i. Keep a record of the decisions of the Management Committee
ii. Forthwith distribute copies of all Management Committee minutes
to the members of the Committee
(c) The Management Committee shall have the authority to;
(k) approve, modify or reject any exploration, development,
pre-feasibility, production plan and give direction to the
Manager
(ii) settle with the Manager the terms and conditions upon which the
Manager shall carry out all agreed programs
(d) Vendor shall assist the Purchaser to the best of its ability, along
with its representatives on the Daan Project Management Committee,
with the working relationships and interaction with the Fujian
Province Department of Land Resources as well as all other Provincial,
Regional and Central Government departments and agencies regarding the
development of the Daan Project including, but not limited to , the
securing of permits, labor relations, logistics support (water, power,
transport etc.), environmental matters as well as the maintenance of
the Daan Project License(s) and any new Daan Project Licenses mandated
by any People's Republic of China regulatory body.
23.0 NEW BUSINESS
23.1 Vendor undertakes that subject to Closing this agreement it will grant
the Purchaser a ninety (90) day right of first refusal to review and
due diligence any other mineral project in the People's Republic of
China that Vendor may obtain or have access to. Any new mineral project
shall be subject to a separate agreement regarding terms and
conditions.
24.0 NOTICE
24.1 All notices required or permitted hereunder or with respect to this
Agreement shall be in writing and shall be deemed to have been properly
given and delivered when delivered personally, or when confirmed by
facsimile (or by any other like method by which a written and recorded
message may be sent) and addressed to the Parties, respectively, as
follows:
VENDOR: Fujian Tiancheng Mining Industry Corp. Ltd.
New Construction Industrial Zone
Nanya Town, Jianou City
Fujian Province, P.R. China
Telephone: ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
Facsimile: 86 23 638 27977
E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇
Attention: Wang ▇▇▇▇ ▇▇▇▇▇
Purchaser: Sparta Holding Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
U.S.A.,
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Direct: ▇▇▇ ▇▇▇ ▇▇▇▇
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Any notice or communication sent by personal service, facsimile or
other means shall be deemed received when delivery or reception of
the transmission is complete except that, if such delivery or
transmission is sent on a day which is not a Business Day then the
same shall be deemed received on the next Business Day.
25.0 CONFIDENTIALITY
25.0 Until Closing, information respecting the Assets shall be retained in
confidence by the Purchaser and used only for the purposes of this
transaction. Upon closing, the Purchaser's rights to use or disclose
such information shall be subject only to any operating or other
agreements that may apply thereto. Any additional information obtained
as a result of such access which does not relate to the Assets shall
continue to be treated as confidential and shall not be used by the
Purchaser without the prior written consent of the Vendor. However, the
restrictions on disclosure and use of information in this Agreement
shall not apply to information to the extent it:
(a) is or becomes publicly available through no act or omission of
the Purchaser or its consultants or advisors;
(b) is subsequently obtained lawfully from a third party, which,
after reasonable inquiry, the Purchaser does not know to be bound
to the Vendor to restrict the use or disclosure of such
information;
(c) is already in the Purchaser's possession at the time of
disclosure, without restriction on disclosure; or
(d) is required to be disclosed pursuant to applicable securities
laws and/or stock exchange policy and in relation to any
prospectus issued by the Vendor for an Offering of its common
shares.
However specific items of information shall not be considered to be in
the public domain merely because more general information respecting
the Assets is in the public domain.
26.0 GOVERNING LAW
26.1 This Agreement shall in all respects be subject to and be interpreted,
construed and enforced in accordance with the laws in effect in the
State of Nevada, USA. Each Party accepts the jurisdiction of the courts
of the State of Nevada, USA and all courts of appeal therefrom. This
Agreement shall be written in English and Chinese. In case of any
dispute between the Parties the English version of the Agreement shall
govern.
27.0 ENUREMENT
27.0 This Agreement shall be binding upon and enure to the benefit of the
Parties hereto and their respective successors and permitted assigns.
28.0 AMENDMENTS
28.0 Any amendment or variation of this Agreement shall only be binding upon a
party if evidenced in writing executed by that Party.
29.0 SEVERABILITY
29.1 If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the invalidity, illegality or unenforceability will not
affect any other provision of this agreement and this Agreement will be
construed as if the invalid, illegal or unenforceable provision has
never been contained herein unless the deletion of the provision would
result in such material change to cause the completion of the
transaction contemplated herein to be unreasonable.
30.0 GENERAL
30.1 Time shall be of the essence with respect to this Agreement.
30.2 In the construction of the provisions of this Agreement, words in the
singular number include the plural number and words denoting persons
include firms and corporations, and vice versa, and words importing the
masculine gender shall include the feminine and neuter gender, and vice
versa.
30.3 Paragraph headings in this Agreement are inserted solely for the
purpose of facilitating easy reference and shall not be construed in
any way as part hereof or to alter the provisions hereof.
30.4 No Party will make any press release or other announcement respecting
this Agreement without the consent of the other Party unless a Party
refuses to consent and the Party desiring to make the release or other
announcement is advised by its counsel that the release or other
announcement is required to comply with any applicable statue, stock
exchange policy, law or regulation.
30.5 Execution of this Agreement may be in counterparts. Pages delivered by
fax transmission, including execution pages, shall be deemed to be
original pages.
IN WITNESS WHEREOF the Parties have duly executed this Agreement on the date
first above written.
FUJIAN TIANCHENG MINING INDUSTRY CORP. LTD.
Per:
Title and name (Printed)
SPARTA HOLDING CORP.
Per:
Title and name (Printed)
SCHEDULE "A" Attached to and forming part of the Capital Stock Purchase
Agreement between Fujian Tiancheng Mining Industry Corp. Ltd., and Sparta
Holding Corp. Made as of 14th day of August, 2004.
Daan Silver Mine License(s) consisting of:
81 km2 property with two (2) exploration permits attached and as per maps: No 1:
Administrative Map of Shouning County and No2: Map of Daan Silver Mining Area of
Shouning County for detailed information.
SCHEDULE "B" Attached to and forming part of the Capital Stock Purchase
Agreement between Fujian Tiancheng Mining Industry Corp. Ltd., and Sparta
Holding Corp. Made as of 26th day of July, 2004.
Agreed allocation of the Loan Advance by the Purchaser to the Vendor is to be as
follows;
PROMISSORY NOTE
July 26, 2004 USD$200,000.00
FOR VALUE RECEIVED, the undersigned Fujian Tiancheng Mining Industry
Corp., Ltd. a company registered in the Jianou City Industrial and
Commercial Administrative Bureau, of Fujian Province, Registration Number
357832002288 and having it's office at New Construction Industrial Zone,
Nanya Town, Jianou City, Fujian Province, P.R. China (hereinafter referred
to as the "Maker") promises to pay to the order of Sparta Holding Corp., a
Nevada corporation, having its office ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (the "Holder"), the principal sum of Two
Hundred Thousand US Dollars (USD$200,000.00), with no interest on that
amount.
The unpaid principal shall be payable on demand.
All payments on the Note shall be applied first in payment of the
principal.
If any payment obligation under this Note is not paid when due, the
Maker promises to pay all costs of collection, including reasonable attorney
fees, whether or not legal action is commenced as part of the collection
process.
If any one or more of the provisions of the Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions of
the Note shall remain fully operative and enforceable.
All payments of principal on the Note shall be paid in the legal
currency of the United States. Maker waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.
No renewal or extension of this Note, delay in enforcing any right of
the Holder under this Note, or assignment by Holder of this Note shall affect
the liability of the Maker. All rights of the Holder under this Note are
cumulative and may be exercised concurrently or consecutively at the Holder's
option.
This Note and its payment obligations will be deemed to have been paid
and therefore, the Note becomes null and void, when the Share Purchase and
Exchange Agreement ("Agreement") dated August 14th, 2004 between Fujian
Tiancheng Mining Industry Corp. Ltd., Tiancheng (China) Corp Ltd. and Sparta
Holding Corp. regarding the Daan Silver Mine Project, Fujian Province, China is
signed by all parties to the Agreement.
This Note shall be construed in accordance with the laws of the State
of Nevada.
Signed this 26th day of July 2004 at Riverhead, New York.
MAKER: FUJIAN TIANCHENG MINING INDUSTRY CORP. LTD.
By: ___________________________
Wang ▇▇▇▇ ▇▇▇▇▇, President
SCHEDULE "C" Attached to and forming part of the Capital Stock Purchase
Agreement between Fujian Tiancheng Mining Industry Corp. Ltd., and Sparta
Holding Corp. Made as of 14th day of August, 2004.
An outline of the minimum obligations that are required in order to maintain the
License(s) in good standing.