Share Certificate Transfers, Allotment Cancellation, and Director Resignations for Vanadium and Magnetite Exploration and Development Co (SA)

Summary

This document records several corporate actions involving Vanadium and Magnetite Exploration and Development Co (SA), including the transfer of 2,667 shares from Pinnacle Resources Inc. to Continental Capital Limited, the cancellation of a previous allotment of 16,000 shares to Pinnacle Resources Inc., and the resignation of directors Jan Hendrik Becker and Glen R. Gamble. The document also confirms that the resigning directors waive any claims against the company. These actions are formalized through board and shareholder resolutions and are subject to the company's governing documents and relevant agreements.

EX-10.2 3 pinnacle8k051809ex10-2.txt ANNEXURE TO SETTLEMENT AGREEMENT Annexure SHARE CERTIFICATE Vanadium and Magnetite Exploration and Development Co (SA) (Incorporated in the Republic of South Africa) REG No. 1996/01721/07 Registered Officer: Postal address: 48 7th Avenue P O Box 1712 EDENVALE BEDFORDVIEW 1609 2008 This is to certify that the undermentioned is the registered proprietor of fully paid up shares as shown below in the capital of the above Company, subject to the memorandum and articles of association ~~NAME CLASS OF NOMINAL No. of AND ADDRESS SHARE AMOUNT REF. NO. DATE CERT. No. SHARES Continental Capital Limited ordinary R 1.000000 T5 15/04/2009 8 2667 Level 3 1 Havlock Street West Perth Australia~~

Given on behalf of the company at EDENVALE - JOHANNESBURG on April 2009 /s/Glen R Gamble - -------------------------- ------------------------------ Secretary Directors Annexure SHARE CERTIFICATE Certificate No. No. of Shares 6 2667 VANADIUM AND MAGNETITE EXPLORATION AND DEVELOPMENT CO 1996/017215/07 THIS IS TO CERTIFY [NON RESIDENT} That PINNACLE RESOURCES INCORPORATED CANCELLED X Of 9600 E ARAPAHOE #260 ENGLEWOOD CO USA 80112 Is the Registered Proprietor of 2667 Ordinary (PV) Fully paid shares of $ 1.00 Each numbered as per margin inclusive, is the above-name Company, Subject to the Memorandum and Articles of Association and the Rules and Regulation Given at Johannesburg This day of 13 January 2003 --------------------------- Director - ----------------------------- --------------------------- Secretary Director Annexure SHARE CERTIFICATE Certificate No. No. of Shares 7 16 000 VANADIUM AND MAGNETITE EXPLORATION AND DEVELOPMENT (PTY) LTD 1996/017215/07 THIS IS TO CERTIFY [NON RESIDENT} That PINNACLE RESOURCES INCORPORATED CANCELLED X Of 9600 E ARAPAHOE #260 ENGLEWOOD CO USA 80112 Is the Registered Proprietor of 2667 Ordinary (PV) Fully paid shares of $ 1.00 Each numbered as per margin inclusive, is the above-name Company, Subject to the Memorandum and Articles of Association and the Rules and Regulation Given at Johannesburg This day of 17 October 2005 Glen R. Gamble -------------------------- Director - ----------------------------- -------------------------- Secretary Director Annexure Vanadium and Magnetite Exploration and Development Co REGISTRATION NO.: 1996/017215/07 RESOLUTION PASSED BY THE DIRECTOSR AT EDENVALE ON 15 APRIL, 2009 IT WAS RESOLVED THAT TRANSFER OF SHARE The following share transfer is approved: TRANSFEROR TRANSFEREE QTY Pinnacle Resources Inc Continental Capital Limited 2667 There being no further business the meeting was terminated Jan Hendrik Becker /s/Jan Hendrik Becker ------------------------ Glen Ray Gamble /s/ Glen R Gamble ------------------------ Permuell Mpapa Maduna ------------------------ Vanadium and Magnetite Exploration and Development Co (SA) PTY) LTD REGISTRATION NO.: 1996/017215/07 RESOLUTION BY THE SHAREHOLDER AT EDENVALE ON 15 APRIL , 2009 IT WAS RESOLVED THAT 1. The allotment of 16 000 ordinary shares dated 17 October 2005 in the name of Pinnacle Resources Incorporated by Share Certificate no. 7 where not done according to the requirements of the Companies Act and therefore this allotment is herewith cancelled and revoked; 2. Basson & Webmeyer are hereby instructed and authorized to withdraw such allotment and to execute the cancellation of share certificate no. 7 in favor of Pinnacle Resources Incorporated issued in terms of the unauthorized allotment; 3. We hereby authorize and instruct the accountants of the company to reverse the entry in the books and records of the company by writing the issued shares back to the loan account. There being no further business the meeting was terminated /s/Glen R Gamble - ------------------------ On Behalf of: PINNACLE RESOURCES INCORPORATED - ------------------------ On Behalf of: CORRIDOR MINING RESOURCES (PTY) LTD To: The Board of Directors Vanadium and Magnetics Exploration and Development (Pty) Ltd (the Company) Plot 63 First Road, Bredell, Kempton Park 1623 From: Dr. Jan Beck #42 Malabor Road Lynwood Lynn, Pretoria South Africa 0081 Date: December 11, 2006 Dear Sirs, RESIGNATION Subject to the Share Sale Agreement dated December 11, 2006 (the Agreement) entered into between Pinnacle Resources, Inc and Golden Falls Trading 565 (Pty) Ltd, I hereby tender my resignation from the Board of Directors of the Company with effect from the Closing Date as set forth in the Agreement. Further I have no claims of whatever nature for compensation, directors fees, business expenses or any other amounts against the Company relating to or in connection with my appointment as a Director and/or in respect of services rendered by me to the Company. If such a claim were to arise then I hereby irrevocably and unconditionally waive and abandon any and all such claims. Yours truly, /s/Dr. Jan Becker - ---------------------------- Dr. Jan Becker To: The Board of Directors Vanadium and Magnetics Exploration and Development (Pty) Ltd (the Company) Plot 63 First Road, Bredell, Kempton Park 1623 From: Glen R. Gamble 12892 N. Sierra Circle Parker, Colorado USA 80138 Date: December 11, 2006 Dear Sirs, RESIGNATION Subject to the Share Sale Agreement dated December 11, 2006 (the Agreement) entered into between Pinnacle Resources, Inc and Golden Falls Trading 565 (Pty) Ltd, I hereby tender my resignation from the Board of Directors of the Company with effect from the Closing Date as set forth in the Agreement. Further I have no claims of whatever nature for compensation, directors fees, business expenses or any other amounts against the Company relating to or in connection with my appointment as a Director and/or in respect of services rendered by me to the Company. If such a claim were to arise then I hereby irrevocably and unconditionally waive and abandon any and all such claims. Yours truly, /s/Glen R Gamble - ---------------------------- Glen R Gamble Vanadium and Magnetic Exploration and Development Co (SA) REGISTRATION NO. 1996/017215/07 RESOLUTION PASSED BY THE DIRECTORS on 11 DECEMBER 2006 RESOLVED THAT: DIRECTORATE: It is noted that Jan Hendrik Becker Glen Ray Gamble Resigned as directors of the company /s/Jan Hendrik Becker - ---------------------------------------- Vanadium and Magnetic Exploration and Development Co (SA) REGISTRATION NO. 1996/017215/07 RESOLUTION PASSED BY THE DIRECTORS on 11 DECEMBER 2006 RESOLVED THAT: DIRECTORATE: It is noted that Jan Hendrik Becker Glen Ray Gamble Resigned as directors of the company /s/Glen R Gamble - ----------------------------------------