Asset Purchase Agreement between Shimoda Resources Holdings, Inc. and Shimoda Resources Limited (January 23, 2003)

Contract Categories: Business Finance › Purchase Agreements
Summary

Shimoda Resources Holdings, Inc. (SHRH) and Shimoda Resources Limited (SRL) have agreed that SHRH will transfer 1,739,130 of its common shares to SRL in exchange for a portfolio of assets listed in an attached schedule. SRL will provide SHRH with audited financial statements for the year ended December 31, 2002, detailing the value and basis of the transferred assets. Both parties agree to use their best efforts to complete the audit and transfer the assets promptly, with a target audit completion date of April 5, 2003.

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EX-10.3 3 shimoda8kex103020703.txt PURCHASE OF ASSETS AGREEMENT EXHIBIT 10.3 January 23, 2003 Shimoda Resources Limited C/O Offitex Limited Chrysalia Court, 206 Makarios Avenue Limassol 3030 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$0.001 par value common shares in exchange for certain assets detailed on Schedule A attached hereto. It is further agreed that SRL will provide SHRH with financial statements for the fiscal year ended December 31, 2002 audited by KPMG International's Cyprus affiliate and specifically listing the book value and basis of each of the assets transferred under this agreement from SRL to SHRH. SHRH undertakes to use its best efforts to have the audit completed by April 5, 2003. SRL further undertakes to use its best efforts to take all measures necessary to ensure timely transfer of all said assets to SHRH or its designee. Very truly yours, /s/ Peter J Lazaro - ------------------ Peter J. Lazaro CFO Shimoda Resources Holdings, Inc. - -------------------------------------------------------------------------------- Agreed & accepted: For and on behalf of Shimoda Resources Limited /s/ David J Mapley - ------------------ David J Mapley Managing Director
SCHEDULE A Shimoda Resources Limited Assets Domicile of Where Key Number Asset Type Activity Registered Assets of Shares Quoted securities Celtic Resources PLC ordinary Metals U.K. Russia 279,146 shares Dalpolimetall ordinary Metals Russia Russia 7,000 shares Priargunskzavod ordinary Metals Russia Russia 10,000 shares Unquoted securities Eurasia PGM ordinary PGM Cyprus Russia approximately 11% shares GTI Oil Co. S.A. ordinary Oil & Gas Romania Romania 141 shares 100% of Kartvelo Holdings ordinary Mining Co. Georgia Georgia outstanding shares shares Olager Oil LLP licenses Oil & Gas Kazakstan Kazakstan Various licenses Operating 100% of outstanding Shimoda Chemicals ordinary Co. Georgia Georgia shares shares Samara/Tomsk/KM Oil deal licenses Oil & Gas Russia Russia Various licenses CASH (Canadian$) cash CAD 61,250