SHARE PURCHASE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT dated this 5th day of September, 2003, is made
BETWEEN:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual residing in the Province of Ontario
(hereinafter referred to as "▇▇▇▇▇▇▇▇")
OF THE FIRST PART
-and-
GROUPMARK CANADA LIMITED, a corporation incorporated pursuant to the
laws of the Province of Ontario (hereinafter referred to as
"Groupmark")
OF THE SECOND PART
-and-
FORTE MANAGEMENT CORP. a corporation incorporated pursuant to the laws
of the Cayman Islands (hereinafter referred to as "Forte")
OF THE THIRD PART
-and-
REGIONAL HOSE & EQUIPMENT LTD. a corporation incorporated pursuant to
the laws of the Province of Ontario (hereinafter referred to as
"Regional Hose")
OF THE FOURTH PART
-and-
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual residing in the Province of Ontario
(hereinafter referred to as "Salowski")
OF THE FIFTH PART
(the foregoing FIVE (5) parties being hereinafter referred to
collectively as the "Vendors")
-and-
CONDOR GOLD CORP., a corporation incorporated under the laws of the
Province of Ontario (hereinafter referred to as the "Purchaser" or
"Condor")
OF THE SIXTH PART
WHEREAS the Vendors are the registered and beneficial owners of an aggregate of
20,452,000 common shares (the "Shares") in the capital stock of VHS Network,
Inc., ("VHS" or the "Company") a Florida corporation with securities traded on
the NASD Over-the-Counter Bulletin Board;
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AND WHEREAS the Purchaser desires to purchase the Shares from the Vendors, and
the Vendors desire to sell the Shares to the Purchaser on the terms and
conditions set out herein;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the mutual
covenants hereinafter contained and provided for and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
the Parties), the Parties agree as follows:
ARTICLE I
INTERPRETATION
1.1 Definitions. In this Agreement, unless the context otherwise requires, the
terms set forth in Schedule "A" shall have the meanings set forth therein.
1.2 Entire Agreement. This Agreement, together with the agreements and other
documents to be delivered pursuant to this Agreement, constitutes the entire
agreement between the Parties pertaining to the purchase and sale of the Shares
and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, and there are no warranties,
representations and other agreements between the Parties in connection with the
subject matter hereof except as specifically set forth in this Agreement or any
other agreement or document to be delivered pursuant to this Agreement.
1.3 Extended Meanings. In this Agreement, words importing the singular number
include the plural and vice versa; words importing the masculine gender include
the feminine and neuter genders.
1.4 Headings. The division of this Agreement into articles, sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.
1.5 References. References to an article, section, subsection, paragraph,
schedule or exhibit shall be construed as references to an article, section,
subsection, paragraph, schedule or exhibit to this Agreement, unless the context
otherwise requires.
1.6 Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable in
that Province.
1.7 Currency. Unless otherwise specified, the word "dollar", or the symbol "$"
refers to U.S. currency.
1.8 Schedules. The following is a list of schedules attached to and incorporated
into this Agreement by reference and deemed as part of this Agreement.
SCHEDULE DESCRIPTION
-------- -----------
"A" Definitions
"B" The Vendors' Shareholdings
"C" Release Schedule
ARTICLE II
PURCHASE AND SALE
2.1 Agreement to Purchase and Sell. Upon the terms and subject to the conditions
contained in this Agreement, the Vendors shall sell and the Purchaser shall
purchase all of the Shares as of and with effect from the Closing Time on the
Closing Date.
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2.2 Purchase Price. The consideration for the purchase of the Shares shall
consist of a one-time payment to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the amount of CDN $5,000
payable at the time of closing, plus an aggregate of 2,070,000 restricted common
shares of the Condor Gold Corp., (i.e.the Purchaser) (the "Purchased Shares") to
be issued from treasury to the Vendors on Closing as follows:
A. a total of 1,050,000 Purchased Shares to be issued to ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and/or Groupmark Canada Limited;
B. a total of 300,000 Purchased Shares to be issued to Forte
Management Corp.;
C. a total of 300,000 Purchased Shares to be issued to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇; and
D. a total of 420,000 Purchased Shares to be issued to Regional Hose
& Equipment Ltd.
2.3 Securities Law Exemptions. The issuance of the Purchased Shares will be made
in reliance upon the exemptions from registration and prospectus requirements
set out in section 72(1)(j) of the Securities Act (Ontario). The Parties hereby
acknowledge that the purchase of the Shares constitutes a take-over bid exempt
from the take-over bid provisions of the Securities Act (Ontario) by virtue of
93(1)(c) of said Act.
ARTICLE III
FURTHER COVENANTS
3.1 Release of Purchased Shares. The Vendors Salowski and Regional Hose hereby
acknowledge that the Purchased Shares to be issued to each of Salowski and
Regional Hose shall be issued in four (4) share certificates, each such share
certificate to be affixed with a restrictive legend in accordance with the
Release Schedule "C" attached hereto. Each of Salowski and Regional Hose further
covenant and agree they shall not sell, trade, transfer or assign any of the
Purchased Shares other than in accordance with the said restrictive legend and
as set out in Schedule "C" attached hereto.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of the Vendors. Each Vendor represents
and warrants to the Purchaser as follows and acknowledges that the
Purchaser is relying on these representations and warranties in
entering into this Agreement and performing its obligations hereunder:
(a) Capacity and Authority- Each Vendor has full power, right and authority
to own the Shares and to enter into this Agreement and to perform their
respective obligations under it.
(b) Title to Shares - Each Vendor is the sole legal and beneficial owner of
the number of Shares set out opposite his/its name in Schedule "B"
hereto with good and marketable title thereto, free and clear of any
Encumbrances.
(c) No Option - Except as set out in this Agreement, no Person has any
agreement, warrant, option or right, or a right capable of becoming an
agreement, for the purchase of the Shares.
(d) Absence of Conflict - None of the Vendors is a party to, is bound or
affected by any agreement which would be violated, breached or
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terminated by, or which would result in creation or imposition of any
Encumbrance upon any of the Shares as a consequence of the execution
and delivery of this Agreement or the consummation of the transactions
contemplated in this Agreement. The consummation of transactions
contemplated herein do not and will not conflict with, or result in a
breach of, or constitute a default under the terms or conditions of any
Constating Documents of the Vendor (if not an individual), any court or
administrative order or process, any agreement or instrument to which
any of the Vendors is party or by which any Vendors are bound.
(e) Regulatory Approvals - No governmental or regulatory authorization,
approval, order, consent or filing is required on the part of the
Vendors in connection with the execution, delivery and performance of
this Agreement and the performance of the Vendors' respective
obligations under this Agreement.
(f) Binding Agreement - This Agreement constitutes a legal, valid and
binding obligation of the Vendors enforceable against each Vendor in
accordance with its terms, except as may be limited by laws of general
application affecting the rights of creditors.
(g) Bankruptcy - No proceedings have been taken, are pending or have been
authorized, and no receiver or trustee has been appointed for the
Vendors, by the Vendors, or by any other person in respect to the
bankruptcy of the Vendors.
(h) Litigation - There are no judgments, decrees, injunctions, rulings or
orders of any court, arbitrator, federal, provincial, state, municipal
or other governmental authority, department, commission, board, bureau
or agency, or any actions, suits, grievances or proceedings (whether or
not on behalf of the Vendors) commenced, pending or threatened against
or relating to the Vendors which may result in the imposition of an
Encumbrance on the Shares or which may prevent, delay, make illegal or
otherwise interfere with the consummation of the transactions
contemplated in this Agreement.
(i) Majority Shares - The Shares represent, as of the date hereof, at least
a fifty-four (54%) per cent, and in any event at least a majority (i.e.
more than 50%) of the issued and outstanding securities of VHS on a
fully diluted basis taking into account all options, warrants,
exchangeable shares and other instruments convertible into shares of
VHS owned or controlled by the Vendors or any of their affiliates.
(j) Reporting Issuer Status - The Company is a reporting in good standing
company in the United States under the U.S. Securities Exchange Act of
1934, but is not a "reporting issuer" in any province or territory of
Canada, as that term is defined in the Securities Act (Ontario) (the
foregoing state of affairs being hereinafter known as the "Reporting
Issuer Status"). The Company is in good standing in the State of
Florida as of the date hereof.
(k) Listing Status - The common shares of the Company are quoted for
trading on the NASD Over-the-Counter Bulletin Board under the symbol
"VHSN.OB".
4.2 Representations and Warranties of the Purchaser. The Purchaser represents
and warrants to the Vendors as follows and acknowledges that the Vendors are
relying on these representations and warranties in entering into this Agreement
and performing their obligations hereunder:
(a) Due Incorporation - The Purchaser is a corporation duly incorporated
and validly existing under the laws of the Province of Ontario.
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(b) Capacity to Enter Agreement - The Purchaser has all necessary power,
authority and capacity to enter into this Agreement and perform its
obligations hereunder.
(c) Due Corporate Authorization - The Purchaser's execution and delivery of
this Agreement and its performance of its obligations hereunder have
been duly authorized by all necessary proceedings of the directors and
shareholders of the Purchaser.
(d) Binding Obligation - This Agreement has been duly executed and
delivered by the Purchaser and constitutes a valid and binding
obligation on its part.
(e) Due Issuance - The Purchased Shares have been validly reserved and
allotted for issuance to the Vendors, and at Closing the Purchased
Shares will be validly issued to the Vendors as fully-paid and
non-assessable.
4.3 Survival of Representations and Warranties. All representations and
warranties contained in this Agreement shall survive the Closing until the
expiry of one (1) year from the Closing Date, after which time, if no claim
shall have been made against a Party with respect to any incorrectness or in
breach of any representation or warranty, that Party shall have no further
liability under this Agreement with respect to the representation or warranty.
4.4 Certificates and Instruments Included. All statements contained in any
certificate or any instrument delivered by or on behalf of a Party pursuant to
or in connection with the transactions contemplated by this Agreement shall be
deemed to be made by such Party under this Agreement.
ARTICLE V
CLOSING
5.1 Closing. The Closing shall take place at the offices of the Purchaser on
September 5, 2003, (the "Closing Date") subject to the satisfaction of the
conditions set out in sections 5.2 and 5.3 below, in accordance with the
procedures set out in section 5.4 below.
5.2 Conditions for the Purchaser's Benefit. The Purchaser shall not be obliged
to complete the purchase of the Shares unless each of the following conditions
shall have been satisfied on or before the Closing Date:
(a) Accuracy of Representations - The representations and warranties of the
Vendors set forth in section 4.1 above shall be true and correct as of
the Closing Date, except as those representations and warranties may be
affected by the occurrence of events or transactions expressly
contemplated and permitted by this Agreement, including, without
limitation, those in the ordinary course of business.
(b) Performance of Obligations - The Vendors shall have performed all of
the obligations hereunder to be performed by them at or prior to the
Closing. The Company and the Vendors shall not be in breach of any
provision of this Agreement.
(d) Deliveries - Subject to section 5.2(e) below, the Vendors shall have
delivered or caused to be delivered to the direction of the Purchaser
possession of the Shares free and clear of any Encumbrances, together
with all endorsements and documents required to authorize or give
effect to said transfer.
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(e) Consents, Authorizations and Registrations - All consents, approvals,
orders and authorizations of, from or notifications to any Persons or
Governmental Authorities required (if any) in connection with the
completion of any of the transactions contemplated by this Agreement,
the execution of this Agreement, the Closing or the performance of any
of the terms and conditions of this Agreement shall have been obtained
on or before the Closing Date.
(f) No Claims - There shall be no injunction or order issued preventing,
and no pending or threatened claim, action, litigation or proceeding,
judicial or administrative, or investigation against any Party by any
Governmental Authority or Person for the purpose of enjoining or
preventing the consummation of this Agreement, or otherwise claiming
that this Agreement or the consummation thereof is improper or would
give rise to proceedings under any statute or rule of law.
If any one or more of the foregoing conditions shall not have been fulfilled on
or before the Closing Date, the Purchaser may terminate this Agreement by notice
in writing to the other Parties in which event the Purchaser shall be released
from all obligations under this Agreement and (unless the Purchaser can show
that the condition relied upon could reasonably have been performed by the other
parties) the other Parties shall also be released from all obligations
hereunder; provided, however, that the Purchaser shall be entitled to waive
compliance with any one or more of such conditions in whole or in part if it
shall see fit to do so, without prejudice to their rights of termination in the
event of the non-fulfilment of any other condition in whole or in part.
5.3 Conditions for the Vendors' Benefit. The Vendors and the Company shall not
be obliged to complete the sale of the Shares unless each of the following
conditions shall have been satisfied on or before the Closing Date:
(a) Accuracy of Representations - The representations and warranties of the
Purchaser set forth in section 4.2 above shall be true and correct as
of the Closing Date, except as those representations and warranties may
be affected by the occurrence of events or transactions expressly
contemplated and permitted by this Agreement, including, without
limitation, those in the ordinary course of business.
(c) Performance of Obligations - The Purchaser shall have performed all of
the obligations hereunder to be performed by it at or prior to the
Closing Date.
(d) Deliveries -The Purchaser shall deliver or caused to be delivered to
the direction of the Vendors possession of the Purchased Shares.
5.4 Closing Procedures. At or before the Closing Time:
(a) the Vendors shall deliver to the Purchaser certificates representing
the Shares, duly signed off for transfer, together with all other
documentation required to transfer title to the Shares;
(b) the Vendors shall deliver to the Purchaser an assignment of any and all
debts of the Company owed to the respective Vendor(s) to the Purchaser
or as the Purchaser may direct; and
(c) the Purchaser shall deliver to the Vendors certificates representing
the Purchased Shares.
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5.5 Non-Waiver. No investigations made by or on behalf of any Party at any time
shall have the effect of waiving or diminishing the scope of or otherwise
affecting any representation, warranty or indemnity made by or imposed upon the
Parties pursuant to this Agreement.
ARTICLE VI
TRANSACTION EXPENSES
6.1 Each Party to this Agreement will bear all costs and expenses incurred by it
in negotiating this Agreement and in closing and carrying out the transactions
contemplated by this. All costs and expenses related to satisfying any condition
or fulfilling any covenant contained in this Agreement will be borne by the
party whose responsibility it is to satisfy the condition or fulfil the covenant
in question.
ARTICLE VII
GENERAL
7.1 Termination.
(a) This agreement may be terminated at any time prior to the Closing Date:
(i) by the mutual agreement of the Parties;
(ii) by the Parties if:
(A) the purchase and sale of the Shares shall not have
been completed by September 31, 2003 (or such other
date, if any, as the Parties may agree on in
writing), if the failure to complete such purchase
and sale on or before such date is not caused by any
breach of this Agreement by the Party electing to
terminate; or
(B) the purchase and sale of the Shares would violate any
non-appealable final order, decree or judgement of
any court or Governmental Authority having competent
jurisdiction.
(b) If this Agreement is terminated by a Party under subsection 7.1(a),
such termination shall be without liability of either Party to the
other parties, or to any of their directors, officers, employees,
agents, consultants or representatives provided that if such
termination shall result from the wilful failure of the Party to fulfil
a condition to the performance of the other Parties or to perform a
covenant of this agreement or from a wilful breach by the party to this
Agreement, the Party shall be fully liable for any and all damages,
costs and expenses (including, but not limited to, reasonable counsel
fees and disbursements) sustained or incurred by the other Parties.
7.2 Notices. All notices, requests, demands and other communications hereunder
must be made in writing and will be deemed to have been duly given if delivered
by courier, sent by prepaid registered mail addressed to the addressee, or sent
by facsimile transmission if such notice is delivered, addressed or sent to the
address or fax number given below, or such other address or fax number as the
Party receiving the notice may give to the Party giving the notice:
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(a) if to the Vendors:
GROUPMARK CANADA LIMITED and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(b) FORTE MANAGEMENT CORP.
Bridge Street Services Limited
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
P.O. Box HM 3051 ▇▇▇▇▇▇▇▇, ▇▇ NX Bermuda
TEL: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
(c) REGIONAL HOSE & EQUIPMENT LTD.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
TEL: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
(d) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
TEL: ▇▇▇-▇▇▇-▇▇▇▇
(e) if to the Purchaser:
CONDOR GOLD CORP.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
TEL: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
Any notice given by personal delivery shall be deemed to be received on the date
of delivery. Any notice sent by courier shall be deemed to be received on the
next Business Day following the deposit of the communication with the courier
service. Any notice sent by prepaid registered mail shall be deemed to be
received on the fifth (5th) day other than a Saturday, Sunday or statutory
holiday in Ontario, following the deposit of the communication in the mail. If
the party giving any Communication knows or ought reasonably to know of any
difficulties with the postal system which might affect the delivery of mail, any
8
such Communication may not be mailed but must be given by personal delivery or
by electronic communication. Any notice sent by facsimile or similar method of
recorded communication shall be deemed to have been received on the date of its
transmission if transmitted before 4:30 p.m. (Toronto time), and on the next
Business Day following the date of its transmission if transmitted after that
time.
7.3 Time of Essence. Time shall be of the essence in all respects of this
Agreement.
7.4 Further Assurances. The Parties shall with reasonable diligence do all
things and provide all reasonable assurances as may be required to complete the
transactions contemplated by this Agreement, and each Party shall provide such
further documents or instruments required by any other Party as may be
reasonably necessary or desirable to give effect to this Agreement and carry out
its provisions.
7.5 Public Notice. All public notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly
planned and co-ordinated by the Parties and no Party shall act unilaterally in
this regard without the prior consent of the other Party, such approval not to
be unreasonably withheld.
7.6 Amendment. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by both Parties.
7.7 Waiver. No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provision (whether or not similar) nor shall
such waiver constitute a continuing waiver unless otherwise expressly provided.
7.8 Assignment. This Agreement and the rights or obligations hereunder or
thereunder may not be assigned by either Party without the prior written consent
of the other Parties.
7.9 Binding Agreement. This Agreement shall be binding on and enure to the
benefit of both Parties and their respective successors and permitted assigns.
In addition all obligations of the Parties under this Agreement shall also be
binding upon any and all directors, officers, employees, consultants, advisors
and agents of each Party as well as all parent corporations, subsidiaries,
related and affiliated companies thereof.
7.10 Governing Law. This agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
7.11 Severability. If any provision of this Agreement is determined to be
prohibited, void or unenforceable in whole or in part, such void or
unenforceable provision shall not affect or impair the validity of any other
provision of this Agreement and shall be severable from this Agreement. Any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
7.12 Independent Legal Advice. Each Party acknowledges having been advised to
seek independent legal counsel in respect of the Agreement and the matters
contemplated herein. To the extent that a Party declines to receive independent
legal counsel in respect of the Agreement, that Party hereby waives the right,
should a dispute later develop, to rely on its lack of independent legal counsel
to avoid its obligations, to seek indulgences from the other Parties hereto, or
to otherwise attack the integrity of the Agreement and the provisions thereof,
in whole or in part.
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7.13 Counterparts. This Agreement may be executed by the Parties in one or more
counterparts by facsimile, each of which when so executed and delivered shall be
an original and such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
written above.
CONDOR GOLD CORP.
Per: --------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
I have authority to bind the corporation.
GROUPMARK CANADA LIMITED
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Per: --------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
I have authority to bind the corporation.
FORTE MANAGEMENT CORP.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Per: --------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
I have authority to bind the corporation.
REGIONAL HOSE & EQUIPMENT LTD.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Per: --------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
I have authority to bind the corporation.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------- --------------------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------- --------------------------------------------
Witness ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE "A"
DEFINITIONS
"Agreement" means the Agreement and any instrument supplemental or ancillary to
it.
"Business Day" means any day other than a Saturday, Sunday or statutory holiday
in the Province of Ontario.
"Claims" means claims, demands, actions, causes of action, damages, losses,
costs, fines, penalties, interest, liabilities and expenses, including, without
limitation, reasonable legal fees.
"Closing" means the completion of the purchase and sale of the Shares pursuant
to this Agreement.
"Closing Date" means September 4, 2003 or such other date as the parties may
agree.
"Closing Time" means 3:00 (Toronto time) on the Closing Date or such other time
on the Closing Date as may be agreed to by the Parties.
"Company" or "VHS" means VHS Networks, Inc., a Florida corporation with
securities traded on the NASD Over-the-Counter Bulletin Board.
"Encumbrances" means any mortgage, charge, pledge, hypothecate, lien,
encumbrance, restriction, option, right of others or security interest of any
kind.
"Exchange" means the NASD Over-the-Counter Bulletin Board.
"Governmental Authorities" means any applicable U.S., State, Canadian or
non-Canadian federal, provincial and municipal agency, ministry, Crown
Corporation, department, inspector and official.
"Parties" means the parties to this Agreement and "Party" means any one of them.
"Person" means an individual, body corporate, partnership, trustee, trust,
unincorporated association, executor, administrator or legal representative.
"Purchaser" means Condor Gold Corp, an Ontario corporation.
"Purchased Shares" means an aggregate of 2,070,000 treasury common shares of the
Purchaser to be issued to the Vendors as partial consideration for the Shares
pursuant to section 2.2 of this Agreement and in accordance with Schedule "B"
attached hereto.
"Reporting Issuer Status" means the Purchaser's status as a reporting company in
the United States under the U.S. Securities Exchange Act of 1934, in good
standing and not in default under said act, but not a "reporting issuer" in any
province of territory of Canada, as that term is defined in the Securities Act
(Ontario).
"Shares" means all of the issued and outstanding shares of the Company owned by
the Vendors, as set out in Schedule "B" hereto.
"Vendors" means the registered owners of the Shares as set out in Schedule "B"
hereto.
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SCHEDULE "B"
THE VENDORS' SHAREHOLDINGS
---------------------------------------- -------------------------------------- --------------------------------------
Name of Vendor Number of Shares Owned by Vendors Number of Purchased Shares to be
Issued to Vendors
---------------------------------------- -------------------------------------- --------------------------------------
Groupmark Canada Limited 15,900,000 1,050,000
---------------------------------------- -------------------------------------- --------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 870,000 --
---------------------------------------- -------------------------------------- --------------------------------------
Forte Management Corp. 1,482,000 300,000
---------------------------------------- -------------------------------------- --------------------------------------
Regional Hose & Equipment Ltd. 1,200,000 420,000
---------------------------------------- -------------------------------------- --------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,000,000 300,000
---------------------------------------- -------------------------------------- --------------------------------------
TOTAL 20,452,000 2,070,000
---------------------------------------- -------------------------------------- --------------------------------------
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SCHEDULE "C"
RELEASE SCHEDULE ON PURCHASED SHARES ISSUED TO SALOWSKI AND TO
REGIONAL HOSE & EQUIPMENT LTD.
--------------------------- --------------------------- -------------------------- -----------------------------------
NAME OF SHAREHOLDER RELEASE DATE SHARE CERTIFICATE NUMBER NUMBER OF SHARES
--------------------------- --------------------------- -------------------------- -----------------------------------
Salowski August 31, 2003 75,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Salowski November 30, 2003 75,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Salowski February 28, 2004 75,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Salowski May 31, 2004 75,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Regional Hose August 31, 2003 105,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Regional Hose November 30, 2003 105,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Regional Hose February 28, 2004 105,000
--------------------------- --------------------------- -------------------------- -----------------------------------
Regional Hose May 31, 2004 105,000
--------------------------- --------------------------- -------------------------- -----------------------------------
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