EXHIBIT 10.3
January 23, 2003
Shimoda Resources Limited
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ Cyprus
Dear Sirs,
This letter confirms the agreement between Shimoda Resources Holdings, Inc.
("SHRH") and Shimoda Resources Limited ("SRL") to enter into an exchange
transaction, wherein SHRH will transfer to SRL, 1,739,130 of its US$0.001 par
value common shares in exchange for certain assets detailed on Schedule A
attached hereto.
It is further agreed that SRL will provide SHRH with financial statements for
the fiscal year ended December 31, 2002 audited by KPMG International's Cyprus
affiliate and specifically listing the book value and basis of each of the
assets transferred under this agreement from SRL to SHRH. SHRH undertakes to use
its best efforts to have the audit completed by April 5, 2003.
SRL further undertakes to use its best efforts to take all measures necessary to
ensure timely transfer of all said assets to SHRH or its designee.
Very truly yours,
/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
CFO
Shimoda Resources Holdings, Inc.
--------------------------------------------------------------------------------
Agreed & accepted:
For and on behalf of Shimoda Resources Limited
/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Managing Director
SCHEDULE A
Shimoda Resources Limited Assets
Domicile
of
Where Key Number
Asset Type Activity Registered Assets of Shares
Quoted securities
Celtic Resources PLC ordinary Metals U.K. Russia 279,146
shares
Dalpolimetall ordinary Metals Russia Russia 7,000
shares
Priargunskzavod ordinary Metals Russia Russia 10,000
shares
Unquoted securities
Eurasia PGM ordinary PGM Cyprus Russia approximately 11%
shares
GTI Oil Co. S.A. ordinary Oil & Gas Romania Romania 141
shares
100% of
Kartvelo Holdings ordinary Mining Co. Georgia Georgia outstanding shares
shares
Olager Oil LLP licenses Oil & Gas Kazakstan Kazakstan Various licenses
Operating 100% of outstanding
Shimoda Chemicals ordinary Co. Georgia Georgia shares
shares
Samara/Tomsk/KM Oil deal licenses Oil & Gas Russia Russia Various licenses
CASH (Canadian$) cash CAD 61,250