SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 24th day of
May, 2010.
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BETWEEN |
COMMONWEALTH RESOURCES, L.L.C,
(hereinafter referred to as "Commonwealth"), a limited
liability company organized and existing under the laws
of the State of Montana, whose mailing address is 619
S.W. Higgins Ave., Suite O, Missoula, Montana 59803; |
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GRANT HARTFORD CORPORATION
(hereinafter referred to as "GHC"), a corporation
organized and existing under the laws of the State of
Montana, whose mailing address is 2620 Connery Way,
Missoula, Montana 59808. |
WHEREAS, Commonwealth owns, controls, or will
own or control certain unpatented mining claims and leasehold
interests associated with one or more prospecting leases, all
located in Granite County, Montana, which it is willing to sell
to GHC under the terms of this Agreement; and
WHEREAS, Commonwealth is willing to assist
GHC in the identification and acquisition of certain patented
mining claims in the Garnet and Coloma mining districts that
were previously, but are not currently, under contract or owned
by Commonwealth's predecessors-in-interest related to the
Charlton family; and
WHEREAS, GHC is willing to issue certain of
its common shares as payment for the purchase of the unpatented
mining claims and leasehold interests owned by Commonwealth and
described in Schedule "B" hereto, and in consideration of the
assistance to be rendered as described in the
immediately-preceding paragraph;
NOW, THEREFORE, in consideration of the
foregoing premises, the mutual covenants herein contained and
other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE 1.
DEFINITIONS
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1.1 |
In this Agreement capitalized terms
and expressions not otherwise defined herein shall have
the meaning assigned to them respectively in Schedule A
hereto. |
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GHC ____ |
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ARTICLE 2.
CONVEYANCE OF PROPERTIES
2.1
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Commonwealth hereby grants
and conveys to GHC all of Commonwealth's rights, title
and interest in and to the Property described in
Schedule "B" attached hereto. Upon the execution of this
Agreement, Commonwealth will execute and deliver to GHC
quitclaim deeds and assignments of leases, and any other
documents that may become necessary to fully convey the
property interests described herein and complete the
registration of said transfers with all required
authorities or agencies. If subsequent documents are
required to complete such transfers, Commonwealth shall
promptly prepare or execute or both such documents upon
the written request of GHC. GHC understands that
Commonwealth is in the process of quieting title to the
Shamrock unpatented mining claim, and that Commonwealth
will complete the quiet title action in its own name and
at its sole expense before conveying title therein to
GHC.
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2.2
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If, upon the date of
conveyance of the above-described mineral rights,
Commonwealth's title to the Property is now or at any
time hereafter is deficient, defective or encumbered in
any way except as already disclosed, such deficiency,
defect or encumbrance may be remedied or removed by GHC,
in which event Commonwealth shall reimburse, promptly
upon written demand, the cost and related expenses
reasonably incurred by GHC in remedying such
deficiencies, defects or encumbrances in the title.
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ARTICLE 3.
ASSISTANCE IN ACQUIRING ADDITIONAL PATENTED CLAIMS
Commonwealth shall assist GHC in identifying
and acquiring additional patented claims in the Garnet and
Coloma Mining Districts that were previously owned or under
contract to Commonwealth's predecessors-in-interest, including
the following Charlton Family related entities: Garnet Holding
Corporation, Garnet Mining Corporation, Cordoba Corporation,
Cordoba Development Corporation, Copper Cliff Corporation and
Nancy Hanks Corporation. All identification and acquisition
costs shall be at the sole expense of GHC. No consideration
additional to the consideration set forth in Article 4 of this
Agreement shall become payable to Commonwealth as a result of
its assistance described in this Article 3.
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ARTICLE 4.
COMPENSATION PAYABLE TO COMMONWEALTH
4.1
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As soon as is
practicable after the execution of the Agreement, and in
consideration of the performance, present and future, of
Commonwealth�s promises contained in Articles 2 and 3 of
this Agreement, GHC shall issue to Commonwealth five
million (5,000,000) shares of GHC�s no par value common
stock at the purchase price of One Dollar ($1.00) per
share, free and clear of all liens and encumbrances,
whatsoever. Said shares shall be represented in one or
more certificates, each bearing the number of shares
requested by Commonwealth and totaling in the aggregate,
5,000,000 shares.
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4.2
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In addition to
the compensation stated in Article 4.1 above, GHC shall
pay to Commonwealth monthly, within fifteen (15) days of
the end of each calendar month, a 5% net smelter return
on any ore processed by it from, with one exception, any
of the mining claims and prospector leases described in
Schedule "B" of this Agreement, which net smelter return
shall be payable in legal tender of the United States of
America or in kind, at the election of Commonwealth, and
GHC shall provide with each payment detailed production
and precious metal recovery reports by GHC, and if
refined, by the refiner. Such royalties shall not be
required, however, to be paid from ore processed from
the Shamrock unpatented mining claim. The obligation to
pay royalties shall be a continuing obligation for as
long as ore is processed from any of the applicable
claims or leases.
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ARTICLE 5.
CLAIM AND LEASE MAINTENANCE
5.1
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Until such time
as GHC elects or is required to release any of the
unpatented mining claims or prospector leases which are
the subject of this Agreement, GHC shall:
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(a)
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make timely payment of all
fees, including, but not limited to, all annual
assessment fees required by the Bureau of Land
Management, and, if applicable, timely take any other
actions necessary to keep all unpatented claims in good
standing;
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(b)
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take all actions necessary
to maintain the prospector leases in good standing;
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(c)
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within 60 days deliver to
Commonwealth all existing drill core, samples and pulps
from the Property and copies of all formal reports (if
prepared), maps, plans, photographs, assays, drill logs
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and any other information
or data of GHC relating to the Property, provided that
GHC does not make any representation or warranty
concerning the accuracy or completeness thereof, and
Commonwealth shall hold GHC harmless from any damages
Commonwealth may otherwise claim to have arisen from its
review or use of such information (specifically excluded
from information required to be provided to Commonwealth
are any internal correspondence or memoranda of GHC
relating to the Property which do not constitute
official GHC reports related thereto);
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(d)
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within 180 days remove from
the Property any machinery, buildings, structures,
facilities, equipment and all other property of every
nature and description erected, placed or situated
thereon by GHC, its servants, agents or independent
contractors; any property not so removed at the end of
the 180 day period shall at the option of Commonwealth
become the property of Commonwealth; and
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(e)
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within the said 180 days
reclaim any excavations, drill sites and other work
performed by GHC, in accordance with law and complete
all replacement of structures.
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5.3
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If GHC is
prevented from or delayed in performing its obligations
in Articles 5.1(d) or 5.1(e) by Force Majeure, the
relevant period of 180 days referred to therein shall be
extended by the period of Force Majeure.
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ARTICLE 6.
RESTRICTION ON ASSIGNMENT
6.1
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GHC shall not
sell, assign, transfer, convey or otherwise dispose of
or deal with or agree to sell, assign, transfer, convey
or otherwise dispose of or deal with any or all of its
rights and interests in or with respect to the Property
or under or by virtue of this Agreement without the
prior written consent of Commonwealth, which consent
shall not be unreasonably withheld.
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6.2
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Nothing
contained in this Article 6 shall be construed to limit
or prohibit the assignment by either Party to any third
party of any part or all of its cash flow arising from
this Agreement, so long as no part of such Party's
interest in the Property are assigned, liened, pledged
or otherwise charged to such third party, except as
otherwise provided herein. Any document attempting to
assign, lien, pledge or otherwise charge the Property
shall be null and void. Additionally, any assignment
documents shall not provide as a remedy, possession of
the assignor's interest in the Property.
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GHC ____ |
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ARTICLE 7.
NOTICES
7.1
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All notices, requests,
demands or directions to one party by the other shall be
in writing and delivered by hand or sent by registered
mail, postage prepaid, to the address below or sent by
telecopier to the telecopier number below. Notice of any
change in address shall be given in the same manner.
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If to Commonwealth:
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COMMONWEALTH RESOURCES,
L.L.C.
619 S. W. Higgins Ave., Suite O
Missoula, Montana 59803
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If to GHC:
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GRANT HARTFORD CORPORATION
2620 Connery Way
Missoula, Montana 59808
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7.2
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Any notice, request, demand
or direction given in the manner provided in Article 7.1
above shall be deemed to have been delivered by the
party by whom it is given on the day of delivery, if
delivered, or on the third business day following the
mailing thereof, if sent by registered mail, provided
that if normal mail service is interrupted by strike,
slowdown or other cause, the notice, request, demand or
direction, if sent by registered mail, shall not be
deemed to have been delivered until actually received by
the party to whom it is given.
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ARTICLE 8.
REVERSIONARY INTEREST OF COMMONWEALTH
8.1
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In the event GHC at any
time elects or is required to release any of the
unpatented claims or prospector leases described in
Schedule �B� hereto, GHC shall convey those claims or
leases to Commonwealth at no cost to Commonwealth,
except that Commonwealth shall bear the expense of
recording and/or registering the transfers with the
appropriate authorities.
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8.2
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In the event GHC becomes
insolvent or a petition in bankruptcy is filed for it,
whether voluntarily or involuntarily, or in the event
that GHC declines or fails timely to exercise its
purchase option under the terms of the Option Agreement
between the parties dated June 15, 2007, GHC shall
convey those mining claims and prospector leases
described in Schedule "B" to Commonwealth at no cost to
Commonwealth, except that Commonwealth shall bear the
expense of recording
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GHC ____ |
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and/or registering the
transfers with the appropriate authorities. In addition,
GHC shall convey to Commonwealth at GHC�s cost basis
therefore those additional patented claims in the Garnet
and Coloma Mining Districts that were acquired by it and
that were previously owned or under contract to
Commonwealth�s predecessors-in-interest, including the
following Charlton Family related entities: Garnet
Holding Corporation, Garnet Mining Corporation, Cordoba
Corporation, Cordoba Development Corporation, Copper
Cliff Corporation and Nancy Hanks Corporation, as
described in Article 3 of this Agreement.
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ARTICLE 9.
NO LIENS OR ENCUMBRANCES
GHC covenants and warrants that it shall not
at any time cause or allow any liens or encumbrances to attach
against the Property without the prior written consent of
Commonwealth, so as not to impair the possible reversionary
interest of Commonwealth described in Article 8 of this
Agreement; nor will GHC cause or allow any liens or encumbrances
to attach against the Property prior to its conveyance back to
Commonwealth if GHC becomes required so to do.
ARTICLE 10.
REPRESENTATIONS AND WARRANTIES
10.1
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Commonwealth
represents and warrants to GHC that:
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(a)
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it is a limited liability
company organized and validly existing and in good
standing in respect of the filing of annual returns
under the laws of its jurisdiction of incorporation;
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(b)
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it has the power, capacity
and authority to enter into and perform this Agreement
and all transactions contemplated herein and that all
corporate and other actions required to authorize it to
enter into and perform this Agreement have been properly
taken;
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(c)
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Commonwealth has all
necessary corporate power to own the Property and to
carry on its business as now conducted by it, and
Commonwealth and its affiliates are registered as
required and in good standing with respect to the filing
of annual returns under the laws of all jurisdictions in
which their failure to so register would have an adverse
effect on Commonwealth;
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(d)
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Commonwealth, at all times
material to this Agreement shall have good and
marketable title to the Property;
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(e)
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with respect to the
unpatented mining claims and leasehold interests
comprising the Property, Commonwealth shall be, at all
times material to this Agreement in exclusive possession
thereof and the same shall be free and clear of all
defects, liens and encumbrances except as previously
disclosed to GHC;
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(f)
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this Agreement and any
other agreement, certificate, document or instrument
executed by Commonwealth and delivered pursuant hereto
have been or will have been duly executed and delivered
and all such agreements are or will be valid, binding
and enforceable obligations of Commonwealth in
accordance with their respective terms, except as may be
limited with respect to enforcement under bankruptcy,
insolvency or other similar laws affecting creditors'
rights generally and subject to the qualification that
specific performance and other equitable remedies may
only be granted in the discretion of a court;
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(g)
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while the Property has been
in the possession and control of Commonwealth and its
affiliates, there has not and have not been any material
spill, discharge, leak, emission, ejection, escape,
dumping or any material release of any kind of any toxic
or hazardous substances as defined under any local,
state or federal regulation, laws or statutes from, on,
in or under the Property or into the environment
surrounding the Property except for those releases
permissible under such regulations, laws or statutes or
otherwise allowable under applicable permits; any
material disposal of toxic or hazardous substances or
toxic or hazardous wastes on the Property or off-site as
a result of activities on, at, or related to the
Property; or any material storage or treatment of toxic
or hazardous substances or toxic or hazardous wastes on,
at, or related to the Property; nor is Commonwealth
aware of any such occurrences at any other times; to the
best of Commonwealth�s knowledge, the Property is not
currently listed nor has Commonwealth received any
communication in writing that the Property is proposed
for listing or under consideration and/or study aimed at
listing on the National Priorities List pursuant to the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980 as amended ("CERCLA"); has not
received any communication in writing that the Property
is eligible for or subject to any other site remedial or
cleanup obligations or claims for injuries to natural
resources pursuant to CERCLA or any other federal, state
or local law or regulation;
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(h)
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Commonwealth is in
compliance in all material respects with all federal,
state and local laws and governmental rules and
regulations relating to or affecting the Property, and
has obtained, maintained in full force and effect, and
has operated in material compliance with all material
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authorizations, licenses,
permits, easements, consents, certificates and orders of
any governmental or regulatory body relating to or
affecting the Property; all material notifications
required under federal, state and local laws and
governmental rules, regulations, ordinances, or orders
for current or past operations by Commonwealth on, at,
or related to the Property have been made; no such
permit, approval, authorization, application or
notifications contains false or material misstatements
or materially misleading information, or omits material
information; and operations of Commonwealth and its
respective agents or contractors on, at, or related to
the Property have not resulted in any violations of
federal, state, or local laws, rules, regulations,
ordinances, or orders;
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(i)
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Commonwealth has provided
or made available to GHC all files and records in its
possession or control pertaining to its compliance with
current and past operations on, at, or related to the
Property with all local, state and federal environmental
laws, rules, regulations, ordinances, and orders,
including any environmental monitoring data,
investigations, studies and reports; environmental audit
reports; base line environmental monitoring reports;
spill notifications; notices and correspondence to and
from governmental agencies or entities; permits,
approvals, authorizations, bonds, licenses, and
applications therefore; hazardous waste manifests;
contingency and closure plans; spill prevention control
and countermeasure plans; emergency and safety
procedures; inspection reports; non-financial
pre-feasibility and feasibility studies; reclamation
plans; and other documents or materials pertaining to
environmental compliance, permitting or possible or
potential environmental claims or liabilities; and
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(j)
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Commonwealth is unaware of
any material facts or circumstances which have not been
disclosed in this Agreement, which should be disclosed
to GHC in order to prevent the representations in this
Article 10.1 from being misleading.
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(k)
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As soon as is practicable
after execution of this Agreement, Commonwealth shall
provide to GHC all historical and archival information
in its possession related to the Property.
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10.2
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Representations
and Warranties of the Investor. Commonwealth hereby
represents and warrants that:
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(a)
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Authorization. It
has full power and authority to enter into this
Agreement and that this Agreement constitutes a valid
and legally binding obligation of Commonwealth.
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(b)
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Purchase Entirely for
Own Account. This Agreement is made with
Commonwealth in reliance upon Commonwealth's
representation to GHC, which by Commonwealth's execution
of this Agreement, Commonwealth hereby confirms, that
the 5,000,000 shares of GHC's no par value common stock,
purchased at One Dollar ($1.00) per share (the
"Securities"), are being acquired for investment for
Commonwealth's own account, not as a nominee or agent,
and not with a view to resale or distribute any part
thereof, and Commonwealth has no present intention of
selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement,
Commonwealth further represents that it does not have
any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to
such person or to any third person, with respect to any
of the Securities.
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(c)
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Reliance Upon
Commonwealth's Representations. Commonwealth
understands that the Securities, at the time of issuance
may not be registered under the Securities Act of 1933,
as amended (the "1933 Act"), on the grounds that the
sale provided for in this Agreement and the issuance of
the Securities herein are exempt from registration under
the 1933 Act, pursuant to Section 4(2) thereof, and that
GHC's reliance on such exemption is predicated on
Commonwealth's representations set forth herein.
Commonwealth realizes that the basis for the exemption
may not be present if, notwithstanding such
representations, Commonwealth has in mind merely
acquiring the Securities for a fixed or determinable
period in the future, or for a market rise, or for sale
if the market does not rise, Commonwealth has no such
intention.
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(d)
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Receipt of Information. Commonwealth
believes it has received all the information it
considers necessary or appropriate for deciding whether
to acquire the Securities. Commonwealth further
represents that it has had an opportunity to ask
questions and receive answers from the Company regarding
the terms and conditions of the offering of the
Securities and the business, properties, prospects and
financial condition of GHC and to obtain additional
information (to the extent the Company possessed such
information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of
any information furnished to it or to which it had
access. The forgoing, however, does not limit or modify
the representations and warranties of GHC in Section
10.3 of this Agreement or the right of Commonwealth to
rely thereon.
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(e)
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Investment Experience. Commonwealth
represents that it is experienced in evaluating and
investing in securities of companies in the exploration
stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment,
and has such knowledge and experience in financial or
business matters that it is capable of evaluating the
merits and risks of the investment in the Securities.
Commonwealth also represents it has not been organized
for the purpose of acquiring the Securities.
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(f)
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Restricted Securities. Commonwealth
understands that the Securities may not be sold,
transferred, or otherwise disposed of without
registration under the 1933 Act, or an exemption there
from, and that in the absence of an effective
registration statement covering the Securities (or the
common stock issued thereof) or an available exemption
from registration under the 1933 Act, the Securities (or
the common stock issued thereof) must be held
indefinitely. In particular, Commonwealth is aware that
the Securities may not be sold pursuant to Rule 144
promulgated under the 1933 Act unless the conditions of
that Rule are met.
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(g)
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Legends. To the
extent applicable, each certificate or other document
evidencing any of the Securities issued hereof shall be
endorsed with the legends set forth below, and
Commonwealth covenants that, except to the extent such
restrictions are waived by GHC, Commonwealth shall not
transfer the shares represented by any such certificate
without complying with the restrictions on transfer
described in the legends endorsed on such certificate:
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"THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR
UNLESS SATISFACTORY TO GHC AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED."
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10.3
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GHC represents
and warrants to Commonwealth that:
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(a)
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GHC is a corporation duly
incorporated and validly existing under the laws of the
State of Montana;
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(b)
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it has the ability, power,
capacity and authority to enter into and perform this
Agreement and all transactions contemplated herein and
all corporate and other actions required to authorize it
to enter into and perform this Agreement have been
properly taken; and
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(c)
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this Agreement and any
other agreement, certificate, document or instrument
executed by GHC and delivered pursuant hereto have been
or will have been duly executed and delivered and all
such agreements are or will be valid, binding and
enforceable obligations of GHC in accordance with their
respective terms, except as may be limited with respect
to enforcement under bankruptcy, insolvency or other
similar laws affecting creditors' rights generally and
subject to the qualification that specific performance
and other equitable remedies may only be granted in the
discretion of a court.
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10.4
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The
representations and warranties contained in Article 10.1
and 10.2 are provided for the exclusive benefit of GHC
and a breach of any one or more of them may be waived by
GHC in writing in whole or in part at any time without
prejudice to its rights in respect of any other breach
of the same or any other representation or warranty.
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10.5
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The
representatives and warranties contained in Article 10.3
are provided for the exclusive benefit of Commonwealth
and a breach of any one or more of them may be waived by
them in writing in whole or in part at any time without
prejudice to its rights in respect of any other breach
of the same or any other representation or warranty.
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ARTICLE 11.
CONFIDENTIALITY
11.1
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All information received or
obtained by GHC or Commonwealth hereunder or pursuant
hereto shall be kept confidential by it and no part
thereof may be disclosed or published without the prior
written consent of the other except such information as
may be required to be disclosed or published by
regulatory bodies having jurisdiction.
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11.2
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The text of any public
announcements or statements including any news release
which either party intends to make with regard to this
Agreement shall be made available to the other party
prior to publication and said other party shall have the
right to make suggestions for changes therein. If either
party is identified in such public announcement or
statement of the other party, it shall be not released
without the consent of the first party.
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ARTICLE 12.
DEFAULT AND REMEDIES
12.1
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Failure of either party to
perform any of said party's obligations under this
Agreement shall constitute a default. Should any default
by either party continue for ten (10) days, the other
party may, at such party's option, give the defaulting
party written notice of the default or defaults claimed.
If all such defaults are not cured within twenty (20)
days after the service of said notice, then, without
further notice of any kind, the party so giving notice
may invoke any and all remedies which such party may
have at law, equity or otherwise by statute.
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12.2
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The rights and remedies of
any of the parties hereto shall not be mutually
exclusive, and the exercise of one or more of the
provisions of this Agreement shall not preclude the
exercise of any other provisions unless specifically so
limited herein. Each of the parties confirms that
damages at law may not be an adequate remedy for a
breach or threatened breach of any provisions hereof and
that the breach of any portion of this Agreement will
cause irreparable harm and significant injury to the
non-breaching party which may be difficult to ascertain.
The respective rights and obligations hereunder shall be
enforceable by specific performance, injunction or other
equitable remedy, but nothing herein contained is
intended to nor shall it limit or affect any rights at
law or by statute or otherwise of any party aggrieved as
against the other parties for a breach or threatened
breach of any provision hereof, it being the intention
by this paragraph to make clear the agreement of the
parties that the respective rights and obligations of
the parties hereunder shall be enforceable in equity as
well as at law or otherwise.
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ARTICLE 13.
MISCELLANEOUS PROVISIONS
13.1
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Applicable Law.
The terms and provisions of this Agreement shall be
interpreted in accordance with the laws of Montana.
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13.2
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Entire Agreement.
This Agreement terminates and replaces all prior
agreements, either written, oral or implied, between GHC
and Commonwealth with respect to the subject matter
hereof, and constitutes the entire agreement between the
parties with respect to the subject matter hereof.
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13.3
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Void or Invalid
Provision. If any term, provision, covenant or
condition of this Agreement, or any application thereof,
should be held by a court of competent jurisdiction to
be invalid, void or unenforceable, all provisions,
covenants and conditions of this Agreement, and all
applications thereof not held invalid, void or
unenforceable shall continue in full force and effect
and in no way be effected, impaired or invalidated
thereby.
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13.4
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No Merger. All of
the representations, warranties, covenants and
agreements of Commonwealth in this Agreement including
without limitation in Article 10.1 and 10.2 and the
representations and warranties of GHC in Article 10.3
shall survive this Agreement and any other document,
instrument or agreement executed and delivered pursuant
to this Agreement and shall not merge therein and shall
continue in full force and effect.
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13.5
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Headings, etc.
The headings and captions in and recitals to this
Agreement have been provided for convenience only and do
not form part of or define the scope of this Agreement
or any provision in it.
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13.6
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Short-form Notices.
GHC may record in the applicable offices of the county
records and of the United States Department of the
Interior, Bureau of Land Management short forms of
notice of this Agreement so as to give constructive
notice thereof.
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13.7
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Additional Documents. The
parties shall do and perform all such acts and things,
and execute all such deeds, documents and writing, and
give all such assurances, as may be necessary to give
effect to this Agreement including, without limitation,
to permit GHC to record or register short form notices
pursuant to Article 13.6.
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13.8
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Binding Effect. This
Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors
and permitted assigns.
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13.9
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Warranty Of Authority.
The persons executing and delivering this Agreement on
behalf of the parties represent and warrant that each of
them is duly authorized to do so and that the execution
of this Agreement is the lawful and voluntary act of the
parties.
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13.10
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Counterparts. This
Agreement may be executed simultaneously in two or more
counterparts, all of which together shall constitute one
and the same instrument and when so signed shall be
deemed to bear the date first written above.
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13.11
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Time; Waiver Of Breach.
It is agreed by the parties that time is of the essence
to this Agreement. The failure of either party to
enforce for any time or for any period of time any of
the provisions of this Agreement shall not be construed
as a waiver of such provision or of the right of such
party thereafter to enforce each and every such
provision.
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Share Purchase Agreement |
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13.12
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Grammatical Construction.
In this Agreement, whenever the context so requires,
the masculine gender includes the feminine and/or
neuter, the singular number includes the plural, and
words importing persons shall include firms or
corporations and vice versa.
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13.13
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Costs And Attorneys'
Fees. In the event that either party institutes
legal action for the enforcement of any right,
obligation, provision or covenant of this Agreement, the
prevailing party shall be entitled to a reasonable
attorney's fee in addition to costs of suit.
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.
COMMONWEALTH RESOURCES, L.L.C.:
By:______________________________
Aaron L. Charlton, Member Manager
GRANT HARTFORD CORPORATION:
By:______________________________
Eric Sauve, President
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Share Purchase Agreement |
Page 14 of 19 |
SCHEDULE A
Attached to and forming part of
The Share Purchase Agreement between Commonwealth Resources,
L.L.C.
And Grant Hartford Corporation
______________________________________________
Definitions
1.
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"Affiliate" of
either party means any person, firm or corporation
directly or indirectly controlling or controlled by or
under control of such party and for the purposes of this
definition "control" (including, "controlling",
"controlled by" and "under control of") means the
possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of a person, firm or corporation, whether
through the ownership of voting securities or by
contract or otherwise.
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2.
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"Exchange Act" means
the Securities Exchange Act of 1934 of the United States
of America.
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3.
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"Force Majeure"
shall mean labor disturbances, shortage of labor or
equipment, strikes, lockouts, other industrial
disturbances, inability to obtain transportation,
failure of title, act of God, act of a public enemy,
war, blockade, riot, insurrection, disaster, lightning,
fire, storm, flood, inclement weather, explosion,
litigation, restraining orders, injunctions, or orders
of courts or government agencies, or any law,
regulations, restrictions, or actions or inactions of
governmental agencies, or on account of any eventuality
or condition, whether enumerated or not, beyond the
reasonable control of such Participant, including state,
federal, or local environmental statutes or regulations,
or the reasonable apprehension of becoming subject to
environmental regulations affecting the Property or
Mine, including any court or governmental law, rule,
order, regulation, policy, proposal or restriction
relating to environmental matters, which will prohibit
or materially affect any Operations currently in
progress or reasonably anticipated.
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4.
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"Net Smelter Return"
shall mean, for Gold and Silver, for any period of one
calendar month, the product metals, ores, minerals or
other mineral substances or concentrates produced
therefrom, mined from the Property, multiplied by the
average daily price of gold for the period determined on
the second fix on the London Gold Exchange (or, for
other metals, ores, minerals or products, Net Smelter
Returns shall mean the amount of earned revenues
actually paid to and received by GHC during the period
from any smelter, refinery or other purchaser of metals,
ores, minerals or mineral substances or concentrates
produced from products mined from the Property).
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5.
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"Property" means the
mineral interests described in Schedule "B" together
with any easements, rights-of-way, extra-lateral rights,
water rights and all other rights and interests
appurtenant or incident to such property and mineral
interests.
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6.
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"$" means United
States dollars.
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SCHEDULE B
Attached to and forming part of a
Share Purchase Agreement between Commonwealth Resources, L.L.C.
and GHC Gold Corporation
Property
Prospecting Leases on BLM-Owned Patented
Mining Claims:
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Claim Name
Tostman
Nancy Hanks
Robert Emmet
San Jose
Iowaan
Magone & Anderson
High Road
Cave Hill |
Mineral
Survey No.
MS7514
MS9876
MS36116
MS3615
MS3614
MS9876
MS9413
MS5455
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Unpatented Mining Claims (91 total)
The remaining unpatented mining claims, 90 in
number, are more particularly described as follows:
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Serial Number
MMC222088
MMC222089
MMC222090
MMC222091
MMC222092
MMC222093
MMC222094
MMC222095
MMC222096
MMC222097
MMC222098
MMC222099
MMC222100
MMC222101 |
Claim Name
CR 1
CR 2
CR 3
CR 4
CR 5
CR 6
CR 7
CR 8
CR 9
CR 10
CR 11
CR 12
CR 13
CR 14 |
Location Year
6/29/2009
6/25/2009
6/29/2009
6/26/2009
7/6/2009
7/6/2009
7/6/2009
7/6/2009
7/10/2009
7/6/2009
7/6/2009
7/6/2009
6/22/2009
6/22/2009 |
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Share Purchase Agreement |
Page 17 of 19 |
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MMC222102
MMC222103
MMC222104
Serial Number
MMC222106
MMC22107
MMC222108
MMC222109
MMC222110
MMC222111
MMC222112
MMC222113
MMC222114
MMC222115
MMC222116
MMC222117
MMC222118
MMC222119
MMC222120
MMC222121
MMC222122
MMC222123
MMC222124
MMC222125
MMC222126
MMC222127
MMC222128
MMC222129
MMC222240
MMC222241
MMC222242
MMC222243
MMC222244
MMC222245
MMC222246
MMC222247
MMC222248
MMC222249
MMC222250
MMC222251
MMC222252
MMC222253
MMC222254
MMC222255
MMC222256
MMC222257
MMC222258
MMC222259 |
CR 15
CR 16
CR 16 GRANITE
Claim Name
CR 18
CR 19
CR 20
CR 20 GRANITE
CR 21
CR 22
CR 23
CR24
CR25
CR26
CR27
CR28
CR29
CR30
CR31
CR32
CR33
CR34
CR35
CR36
CR37
CR38
CR39
CR40
CR47
CR48
CR49
CR50
CR51
CR52
CR53
CR54
CR55
CR56
CR57
CR58
CR59
CR60
CR61
CR62
CR63
CR64
CR65
CR66 |
6/24/2009
6/23/2009
6/24/2009
Location Year
6/18/2009
6/18/2009
6/18/2009
6/24/2009
6/19/2009
6/22/2009
6/22/2009
6/19/2009
6/19/2009
6/18/2009
6/18/2009
6/23/2009
6/23/2009
6/23/2009
7/8/2009
7/8/2009
7/8/2009
6/30/2009
6/30/2009
6/30/2009
6/30/2009
6/30/2009
6/30/2009
6/25/2009
8/27/2009
8/27/2009
8/27/2009
8/27/2009
8/27/2009
8/27/2009
8/21/2009
8/21/2009
8/21/2009
8/21/2009
8/18/2009
8/18/2009
8/18/2009
8/17/2009
8/17/2009
8/17/2009
8/17/2009
8/13/2009
8/13/2009
8/13/2009 |
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Share Purchase Agreement |
Page 18 of 19 |
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MMC222260
MMC222261
MMC222262
Serial Number
MMC222264
MMC222265
MMC222266
MMC222267
MMC222268
MMC222269
MMC222270
MMC222271
MMC222272
MMC222273
MMC222274
MMC222275
MMC222276
MMC222277
MMC222278
MMC222279
MMC222280
MMC222281
MMC222282
MMC222283
MMC222284
MMC222285
MMC222286
MMC222287
MMC222288 |
CR67
CR68
CR69
Claim Name
CR71
CR72
CR73
CR74
CR75
CR76
CR77
CR78
CR79
CR80
CR81
CR82
CR83
CR84
CR85
CR86
CR87
CR88
CR89
CR90
CR91
CR92
CR93
CR94
CR95 |
8/13/2009
8/13/2009
8/13/2009
Location Year
8/13/2009
8/13/2009
8/13/2009
8/13/2009
8/17/2009
8/17/2009
8/31/2009
9/4/2009
9/4/2009
9/14/2009
9/14/2009
8/31/2009
9/4/2009
9/14/2009
9/14/2009
9/4/2009
9/2/2009
9/2/2009
8/20/2009
8/19/2009
8/19/2009
8/19/2009
8/20/2009
8/20/2009
8/20/2009 |
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