PURCHASE AGREEMENT between VINOBLE, INC. (PURCHASER) and OVERSEAS INVESTMENT BANKING ALLIANCE, S.A. (SELLER)
between
VINOBLE,
INC.
(PURCHASER)
and
OVERSEAS
INVESTMENT BANKING ALLIANCE, S.A.
(SELLER)
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TABLE
OF CONTENTS
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Page
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ARTICLE 1
PLAN OF ARRANGEMENT
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1
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1.1
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Purchase
of Hazard Lake Gold Mine
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1
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1.2
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Purchase
Price
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1
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1.3
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Joint
Venture Operating Agreement
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1
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1.4
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Covenant
to Finance
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2
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1.5
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National
Instrument 43-101 Report
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2
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1.6
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Unwinding
of Transaction
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2
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF VINOBLE
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2
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2.1
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Incorporation,
Common Stock, Etc
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2
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2.2
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Corporate
Records and Minute Book
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3
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2.3
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Company
Financial Statements
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3
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2.4
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Litigation
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3
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2.5
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Compliance
with Laws
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3
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2.6
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No
Material Adverse Change
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3
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2.7
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Corporate
Action of Company
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4
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2.8
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Representations
True and Correct
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4
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2.9
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Indemnification
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4
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF OVERSEAS
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5
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3.1
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Incorporation,
Common Stock, Etc.
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5
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3.2
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Hazard
Lake Property
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5
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| 3.3 | Corporate Records and Minute Books | 5 | |
| 3.4 | Acceptance of Shares | 5 | |
| 3.5 | Litigation | 5 | |
| 3.6 | Compliance with Laws | 6 | |
| 3.7 | No Defaults | 6 | |
| 3.8 | Corporate Action of Overseas Investment Banking Alliance, S.A. | 6 | |
| 3.9 | Taxes | 6 | |
| 3.10 | Title to Property | 6 | |
| 3.11 | Representations True and Correct | 6 | |
| 3.12 | Licenses | 7 | |
| 3.13 | Indemnification | 7 | |
| ARTICLE 4 CONDITIONS TO THE OBLIGATIONS OF VINOBLE TO CLOSE | 7 |
| 4.1 | Representations, Warranties and Covenants | 7 | |
| 4.2 | Covenants | 7 | |
| 4.3 | Certificate | 7 | |
| 4.4 | Proceedings | 7 | |
| ARTICLE 5 CONDITIONS TO THE OBLIGATIONS OF OVERSEAS TO CLOSE | 8 |
| 5.1 | Representations, Warranties and Covenants | 8 | |
| 5.2 | Covenants | 8 | |
| 5.3 | Proceedings | 8 | |
| 5.4 | Documents |
8
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| 5.5 | Certificate | 8 | |
| 5.6 | National Instrument 43-101 Report | 8 | |
| ARTICLE 6 MISCELLANEOUS PROVISIONS | 8 | ||
| 6.1 | Survival of Representations and Warranties | 9 | |
| 6.2 | Notices | 9 | |
| 6.3 | Closing | 9 | |
| 6.4 | Entire Agreement | 10 | |
| 6.5 | Captions | 10 | |
| 6.6 | Governing Law | 10 | |
| 6.7 | Waivers | 10 | |
| 6.8 | Counterparts | 10 | |
| 6.9 | Successors | 10 | |
| 6.10 | Jurisdiction: Service of Process | 10 | |
| 6.11 | Confidentiality | 10 | |
| 6.12 | Binding Agreement | 11 | |
This
Purchase Agreement (the "Definitive Agreement" or "Agreement") dated as of
the
13th day of October, 2005, is by and amongst Vinoble, Inc., a Delaware
corporation (hereinafter referred to as "Vinoble" or "Company") Overseas
Investment Banking Alliance, S.A., a Panamanian corporation (hereinafter
referred to as the "Seller", "Overseas Investment Banking Alliance, S.A." or
"OVERSEAS").
WHEREAS
the Seller is the holder of the Hazard Lake Property (as described in
Schedule "A" hereto and hereinafter referred to as the "Hazard
Property");
AND
WHEREAS, Seller and Purchaser wish to detail and complete the sale of 100%
of
its interest in the Hazard Property to Vinoble on the terms set forth in this
Agreement to be desirable, generally to the welfare and advantage of each,
and
in the best interests of each.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants herein contained, and for the purpose of prescribing the terms and
conditions of such acquisition, the mode of carrying it into effect, and such
other details and provisions as are necessary or desirable, the parties hereto
hereby represent, warrant, covenant and agree as follows:
ARTICLE 1
PLAN
OF ARRANGEMENT
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1.1
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Purchase
of Gold Prospect
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OVERSEAS agrees to sell and assign and Vinoble agrees to purchase and accept
100% of OVERSEAS's interest; being a net 98% interest to Vinoble; in the Hazard
Property ("OVERSEAS’s Interests") at the price (the "Purchase Price") set forth
in Paragraph 1.2 below.
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1.2
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Purchase
Price
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The Purchase Price will equal US $397,000.00. Vinoble, on closing, agrees to
issue 2,000,000 common shares ("Vinoble shares") to OVERSEAS for 100% of
OVERSEAS’s Interests. The Parties agree that the value of the Vinoble shares
will be $0.10 per share US Funds. Vinoble further agrees to pay Seller $67,000
in cash of which $67,000 has been prepaid to date and issue a promissory note
to
OVERSEAS for the amount of US $130,000.00 payable over a four year period (see
exhibit “A”).
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1.3
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Delivery
of Shares of the Company
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Subject to the further conditions of this Agreement and the truth of the
representations and warranties provided herein, the Company agrees to issue
to
Overseas Investment Banking Alliance, S.A. at the Closing Two Million
(2,000,000) Vinoble shares. Said shares shall be issued subject to the exemption
as provided under Section 4 (2) of the Securities Act of 1933. Vinoble agrees
to
prepare and file registration for such shares as soon as financially practical.
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1.4
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Covenant
to Finance
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Vinoble will use reasonable commercial efforts to raise US $1,000,000 in equity
financing, with a minimum of $350,000 from a public offering by January
31st,
2006,
said proceeds to be used for the purpose of an exploration program on the Hazard
Property. The recommended work as provided in the Technical Report Dated
September 2005 suggests for a budget of $110,000 involving compiling all of
the
old exploration data in order to properly define the next drill targets,
followed by a 700 metre drill program.
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1.5
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National
Instrument 43-101 Report
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OVERSEAS will has delivered a report from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that complies with
National Instrument 43101 to ensure that the Hazard Property meets the Canadian
securities regulatory authorities requirements. Overseas Investment Banking
Alliance, S.A. share bear 100% of the cost responsibility for the completion
of
the report. Vinoble shall bear the financial responsibility of all U.S. SEC
filings and the inclusion of the report as required to be filed with the
SEC.
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1.6
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Unwinding
of Transaction
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In the event that Vinoble has not performed its obligations to OVERSEAS on
the
promissory note or should Vinoble not be trading on the OTCBB within
twelve (12) months from the Closing, OVERSEAS may, at any time after
twelve (12) months from the Closing terminate and unwind this Transaction
upon written notice to Vinoble. Upon receipt of such written notice of
termination and unwind, Vinoble shall promptly transfer all of OVERSEAS’s
Interest free and clear of any encumbrances created by, through or under that
party, subject to prorating, back to OVERSEAS. OVERSEAS shall simultaneously
transfer a maximum of 500,000 Vinoble Shares free and clear of any encumbrances
created by, through or under that party, to Vinoble. The Vinoble interest in
the
Hazard Property transferred to OVERSEAS will be prorated if OVERSEAS transfers
less than 500,000 shares to Vinoble. Following such termination, unwinding
and
transfers, the Parties shall have no further obligations under the Memorandum
of
Understanding or this Agreement, except for the Binding Provision of the
Memorandum of Understanding.
During
the twenty-four (24) months after the Closing, Vinoble shall not transfer,
sell
or otherwise encumber OVERSEAS’s Interest, without OVERSEAS’s written approval.
The Parties agree that this condition shall be nullified as Vinoble has paid
in
full the promissory note and is fully trading on the OTCBB and/or TSX-V and
maintained, as current in SEC and/or TSX required filings and
reporting.
ARTICLE 2
REPRESENTATIONS
AND WARRANTIES OF VINOBLE
Vinoble represents and warrants to Seller that:
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2.1
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Incorporation,
Common Stock, Etc
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Company is a corporation duly organized and existing in good standing in the
state of Delaware. Vinoble has full corporate power and authority to carry
on
its business as it is now being conducted and to own and operate its assets,
businesses and properties. Vinoble has authority to issue an amount up to and
including 400,000,000 shares, of which approximately 30,000,000 common shares
will be issued and outstanding at Closing. Notwithstanding the foregoing,
nothing shall prevent Vinoble from issuing additional shares of its common
stock
between the dates of execution of this Agreement and Closing provided the
issuance of the common stock has been duly authorized by the Company’s Board of
Directors.
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2.2
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Corporate
Records and Minute Book
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The corporate records and minute books of Vinoble contain all documents, by-laws
and notices of Vinoble and complete and accurate minutes of all meetings of
the
directors and shareholders of Vinoble held since its incorporation and all
written resolutions of the directors and shareholders of Vinoble since its
incorporation. All such meetings were duly called and held and all resolutions
were duly passed. The corporate registers of Vinoble are complete and accurate
in all material respects and have been maintained in conformity with the
provisions of its documents and applicable laws.
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2.3
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Company
Financial Statements
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All financial statements will be prepared in conformity with generally accepted
accounting principles.
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2.4
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Litigation
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There are no actions, suits, proceedings, or investigations pending or, to
the
best of its knowledge, threatened or contemplated against Company at law or
in
equity, before any federal, state, provincial, municipal or other governmental
department, commission, board, agency or instrumentality, domestic or foreign.
The Company is not subject to any outstanding judgments or operating under
or
subject to or in default with respect to any order, writ, injunction or decree
of any court or federal, state, municipal or other governmental department,
commission, board, agency or instrumentality, domestic or foreign.
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2.5
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Compliance
with Laws
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The Company has complied in all material respects with all laws, regulations,
orders, domestic and foreign, and neither the present uses by Company of its
properties nor the conduct of its business violate any such laws, regulations,
orders or requirements, and the Company has not received any notice of any
claim
or assertion that it is not so in compliance.
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2.6
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No
Material Adverse Change
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At Closing, there will be no material adverse change in the financial condition
of the Company from the date hereof
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2.7
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Corporate
Action of Company
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The Board of Directors of the Company has duly authorized the execution and
delivery of this Agreement. This Agreement constitutes a valid, legal and
binding agreement of Company and is enforceable in accordance with its
terms.
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2.8
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Representations
True and Correct
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This
Agreement and the Schedules attached hereto do not contain any untrue statement
of a material fact concerning Company or omit any material fact concerning
Company which is necessary in order to make the statements therein not
misleading. All of the representations and warranties contained herein
(including all statements contained in any certificate or other instrument
delivered by or on behalf of the Shareholders pursuant hereto or in connection
with the transactions contemplated hereby) shall survive the
Closing.
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2.9
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Indemnification
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ARTICLE 3
REPRESENTATIONS
AND WARRANTIES OF OVERSEAS INVESTMENT BANKING ALLIANCE,
S.A.
Company represents and warrants to Vinoble and its Shareholders
that:
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3.1
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Incorporation,
Common Stock, Etc.
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Overseas Investment Banking Alliance, S.A. is a corporation duly organized
and
existing in good standing under the laws of Panama. The Company has full
corporate power and authority to carry on its business as it is now being
conducted and to own and operate its assets, businesses and
properties.
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3.2
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Hazard
Lake Property
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The Seller owns 98% of the interest in the Hazard Lake Property located in
Ontario, Canada.
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3.3
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No
Defaults
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Neither the execution nor delivery of this Agreement nor the consummation of
the
contemplated transaction are events which, of themselves or with the giving
of
notice or passage of time or both, could constitute a violation of or conflict
with or result in any breach of or default under the terms, conditions or
provisions of any judgment, law or regulation or of Overseas Investment Banking
Alliance, S.A.’s Certificate of Incorporation or Bylaws, or of any agreement or
instrument to which Overseas Investment Banking Alliance, S.A. is a party or
by
which it is bound; or could result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever on the property or assets of
Overseas Investment Banking Alliance, S.A.; and no consent of any third party
except as expressly contemplated herein is required for the consummation of
this
Agreement by Overseas Investment Banking Alliance, S.A. or its assigns at its
sole discretion.
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3.4
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Corporate
Action of Overseas Investment Banking Alliance,
S.A.
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The Board of Directors of Overseas Investment Banking Alliance, S.A. has duly
authorized the execution and delivery of this Agreement. This Agreement
constitutes a valid, legal and binding agreement of Overseas Investment Banking
Alliance, S.A. and is enforceable in accordance with its terms.
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3.5
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Taxes
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As of the date hereof, Overseas Investment Banking Alliance, S.A. has no
knowledge of any tax deficiency, which has been or might be asserted against
Overseas Investment Banking Alliance, S.A., which would materially and adversely
affect the business or operations of Overseas Investment Banking Alliance,
S.A.
or the Hazard Property.
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3.6
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Title
to Property
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Overseas Investment Banking Alliance, S.A. has purchased an interest in the
Hazard Property free and clear of all liens, encumbrances, charges or
restrictions or which are not materially significant
or important in relation to its operations and business. Overseas Investment
Banking Alliance, S.A. or its assigns either owns all such properties as are
necessary to its operations as now conducted.
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3.7
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Representations
True and Correct
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This Agreement and the Schedules attached hereto do not contain any untrue
statement of a material fact concerning Company or omit any material fact
concerning Overseas Investment Banking Alliance, S.A. which is necessary in
order to make the statements therein not misleading. All of the representations
and warranties contained herein (including all statements contained in any
certificate or other instrument delivered by or on behalf of Overseas Investment
Banking Alliance, S.A.) shall survive the closing.
ARTICLE 4
CONDITIONS
TO THE OBLIGATIONS OF VINOBLE TO CLOSE
The obligations for Vinoble under this Agreement are, at the option of Overseas
Investment Banking Alliance, S.A., subject to the fulfillment of the following
conditions at, or prior to, the closing date by Vinoble:
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4.1
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Representations,
Warranties and Covenants
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All representations and warranties of Company contained in this Agreement and
in
any statement, certificate, schedule or other document delivered by Company
pursuant hereto or in connection herewith shall have been true and accurate
in
all respects as of the date when made and as of the Closing Date.
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4.2
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Covenants
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Company shall have substantially performed and complied with each and every
covenant, agreement and condition required by this Agreement to be performed
or
complied with by them prior to, or at, the Closing Date.
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4.3
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Certificate
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Company shall have delivered to Overseas Investment Banking Alliance, S.A.
a
certificate of the President of Company, dated the Closing Date, certifying
to
the fulfillment of the conditions set forth in Section 4.1 and
4.2.
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4.4
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Proceedings
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No action or proceedings shall have been instituted or threatened against the
Company, which could materially adversely affect the business of the Company.
Except as set forth in this Agreement, no action or proceedings shall have
been
instituted or threatened against any of the parties to this Agreement or their
directors or officers before any court or governmental agency to restrain,
prohibit or obtain substantial damages in respect of this Agreement or the
consummation of the transactions contemplated hereby.
ARTICLE 5
CONDITIONS
TO THE OBLIGATIONS OF OVERSEAS INVESTMENT BANKING ALLIANCE, S.A. TO
CLOSE
The obligations Overseas Investment Banking Alliance, S.A. under this Agreement
are, at the option of Vinoble, subject to the fulfillment of the following
conditions at, or prior to, the closing date by Overseas Investment Banking
Alliance, S.A.:
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5.1
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Representations,
Warranties and Covenants
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All representations and warranties of Overseas Investment Banking Alliance,
S.A.
contained in this Agreement and in any statement, certificate, schedule or
other
document delivered pursuant hereto, or in connection herewith, shall have been
true and accurate in as much as Overseas has done its due diligence as of the
date when made and as of the Closing Date.
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5.2
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Covenants
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Overseas Investment Banking Alliance, S.A. shall have substantially performed
and complied with each and every covenant, agreement and condition required
by
this Agreement to be performed or complied with by it prior to, or at, the
Closing Date.
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5.3
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Documents
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This Agreement is expressly conditioned on the Seller providing all documents
considered necessary or desirable by Vinoble and its legal counsel to establish
the interest of Overseas Investment Banking Alliance, S.A. to the Hazard
Property and the appropriate documents to assign an interest to
Vinoble.
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5.4
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National
Instrument 43-101 Report
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On September 15, 2005, Overseas Investment Banking Alliance, S.A. delivered
a
report from ▇▇. ▇▇▇▇▇▇ that complies with National Instrument 43-101 to
ensure that the Hazard Property meets the Canadian Securities Regulatory
Authority requirements as a major transaction.
ARTICLE 6
MISCELLANEOUS
PROVISIONS
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6.1
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Survival
of Representations and
Warranties
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The Company and Seller agree all representations and warranties contained herein
or made hereunder shall survive the Closing, except that any breach disclosed
in
writing to either party prior to Closing is waived by such party if it elects
to
close notwithstanding such breach.
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6.2
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Notices
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All notices, demands and other communications, which may or are required to
be
given pursuant to this Agreement shall be given or made when personally
delivered or when deposited in the United States Mail or International Courier
service, first class, postage pre-paid, addressed as follows:
If to Vinoble:
Vinoble, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as Vinoble may, from time to time, designate by Notice
to Overseas Investment Banking Alliance, S.A.
If to Overseas Investment Banking Alliance, S.A.:
Overseas Investment Banking Alliance, S.A.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other addresses as Overseas Investment Banking Alliance, S.A. may,
from time to time, designate by notice to Vinoble.
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6.3
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Closing
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The closing date for the within transaction shall be on or near December 15,
2005 unless otherwise agreed to by the parties.
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6.4
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Entire
Agreement
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This Agreement constitutes the entire agreement between the parties and
supersedes and cancels any and all prior agreements between the parties relating
to its subject matter. The representations, warranties, covenants and conditions
of the obligations of the parties hereto may not be orally amended, modified
or
altered, but may be amended, modified or altered in a writing signed by each
of
the parties, whether before or after the meeting of shareholders of Company
contemplated herein.
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6.5
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Captions
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The captions of Articles and Sections of Articles hereof are for convenience
only and shall not control or affect the meaning or construction of any of
the
provisions of this Agreement.
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6.6
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Governing
Law
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This agreement will be governed by and construed under the laws of the republic
of Panama without regard to conflicts of laws principles.
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6.7
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Waivers
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Any failure of either party hereto to comply with any of its obligations or
agreements, or to fulfill conditions herein contained may be waived in writing
by the other party. No waiver by any party of any condition or the breach of
any
provision, term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, shall be deemed to be or construed
as a further or continuing waiver of any such condition or of the breach of
any
other provision, term, covenant, representation, or warranty of this
Agreement.
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6.8
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Counterparts
|
This Agreement may be executed in several counterparts and all so executed
shall
constitute one agreement, binding upon all of the parties hereto,
notwithstanding that not all of the parties are signatory to the original or
the
same counterpart.
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6.9
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Successors
|
The terms covenants and conditions of the Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns.
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6.10
|
Jurisdiction:
Service of Process
|
Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Letter may be brought against any of the parties
in
the courts of the republic of Panama and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may
be
served on any party anywhere in the world.
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6.11
|
Confidentiality
|
Except as and to the extent required by law, the Parties will not disclose
or
use, and will direct its representatives not to disclose or use to the detriment
of the other Party, any Confidential Information (as defined below) furnished,
or to be furnished, by either Party or their respective representatives at
any
time or in any manner other than in connection with its evaluation of the
Transaction proposed in this Letter. For purposes of this Paragraph,
"Confidential Information" means any information about the Parties stamped
"confidential" or identified in writing as such to the other Party promptly
following its disclosure, unless (i) such information is already known to
the Party or its representatives or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of the Party or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Transaction, or (c) the
furnishing or use of such information is required by or necessary or appropriate
in connection with legal proceedings. Upon the written request of the Party,
the
other Party will promptly return to the Party or destroy any Confidential
Information in its possession and certify in writing to the Party that it has
done so.
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6.12
|
Binding
Agreement
|
This agreement represents the entire agreement among the parties hereto with
respect to the matters described herein and is binding upon and shall inure
to
the benefit of the parties hereto and their legal representatives.
SELLERS:
______________________________________________
Overseas
Investment Banking Alliance S.A. Date
By:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its:
Managing Director
PURCHASER:
Vinoble,
Inc.
______________________________________________
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
Date
CFO,
Secretary
SCHEDULE
"B"
HAZARD
LAKE PROPERTY
The
Hazard Lake Property is approximately 355 hectares and lies within the
Birch-Uchi Greenstone Belt of the western Uchi Subprovince of NW Ontario. The
Most significant mineralization discovered on the Hazard Lake property to date
is at the Northgate and Milberry occurrences. The Northgate tested with one
hole
intersecting 0.4 ounces per ton Au over 3.3 Feet at 500 feet deep. The Red
Lake
district is a well known mining camp based on Archaean greenstone rocks which
contains Placer Dome's old ▇▇▇▇▇▇▇▇ mine and Goldcorp's Red Lake mine which
is
described as the lowest cost, highest grade mine in the world. Red Lake's
high-grade zone has been producing at a grade of 2 oz/ton (61.4 g/t). The
▇▇▇▇▇▇▇▇ mine has a reserve grade of 0.5 oz/ton and has enjoyed a reserve grade
of more than 0.6 oz/ton. More than 20 million ounces of gold have been produced
in the Red Lake district over the past 100 years worth approximately $8.6
Billion at today's value.
The
▇▇▇▇▇▇ mine property produced 2.9 million ounces of gold grading around 9 g/t.
The property has a resource of 1.5 million ton grading 10 g/t and Placer has
spent C$8.4 million to produce a feasibility study due by the end of 2006.
Meanwhile, Goldcorp is exploring around the old ▇▇▇▇▇▇▇▇▇ mine, which was the
fourth largest and second highest-grade mine in the district producing over
1
million ounces between 1936 and 1971 at an average grade of 0.54 oz/ton. Newmont
has taken interest in the Birch Uchi belt, which is the eastern extension of
the
Red Lake belt. It has not undergone a lot of exploration and is considered
to
have the same geology and potential as Red lake.
The
mineralization at the Milberry Occurrence is believed to be the extension of
the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇ vein north of the property. The vein can be traced for a length
of 228 meters. Drilling on the Milberry Occurrence has returned assays up to
107.31 g/t Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over
.76
meters, and 44.29 g/t Au over .91 meters.