UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month(s) of August, 2000.
BELMONT RESOURCES INC.
(Translation of Registrant's Name Into English)
SEC File Number: 000-29616
#1180 - 666 Burrard Street, Vancouver, B.C. Canada V6C 2X8
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No
---- ----
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-686.
Exhibits
Exhibit 1 - August 17/00 Form 27 Material Change Report
Exhibit 2 - August 21/00 Canadian Venture Exchange letter c/w Form 4K, 4L and
Stock Option Agreement
Exhibit 3 - August 30/00 Form 20 Report of Exempt Distribution
Exhibit 4 - August 30/00 Form 27 Material Change Report
Exhibit 5 - August 31/00 Canadian Venture Exchange letter c/w Transaction
Summary Form, June 14/00 Letter of Agreement with EuroGas GmbH Austria and June
23/00 Termination & Transfer Agreement with EuroGas Inc.
-----------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
-------------------------------
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Belmont Resources Inc.
(Registrant)
Date October 3, 2000
By /s/ GARY MUSIL
(Signature)
Gary Musil, Secretary/Director
<PAGE>
Exhibit 1
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
August 17, 2000
ITEM 3. PRESS RELEASE
Issued August 17, 2000 and distributed through the facilities of
Vancouver Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Director/Officer incentive stock options have been granted as to
900,000 shares at $0.32 for a period of two years.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Subject to regulatory approvals, Director/Officer incentive stock
options have been granted as to 900,000 shares at $0.32 for a period
of two years. The options granted cannot be exercised until CDNX
approval has been obtained.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which
have been omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to
herein.
/s/ GARY MUSIL
Gary Musil, Secretary/Director
DATED this 17th day of August, 2000.
<PAGE>
Exhibit 2
BELMONT RESOURCES INC.
--------------------------------------------------------------------------------
#1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: [email protected]
Website: www.Belmont-Resources.com
August 21, 2000
Canadian Venture Exchange
Stock Exchange Tower
4th Floor - 609 Granville Street
Vancouver, BC
V7Y 1H1
Attention: Corporate Finance Services
-------------------------------------
Dear Sirs:
Re: Stock Options
-----------------
We request that the Canadian Venture Exchange approve the granting of 900,000
stock options at a price of $0.32 as announced in a news release issued by the
Company on August 17, 2000.
In support of this application, we enclose the following documents:
1. One Form 4K - Summary Form - Incentive Stock Options;
2. One Form 4L- Declaration of Incentive Stock Options; and
3. A cheque for $642.00 payable to the Canadian Venture Exchange for filing
fees.
If you have any questions regarding the abovementioned documents, please contact
us at the above address.
Yours truly,
/s/ Gary Musil
Gary Musil
Secretary/Director
Enclosures
c.c. Martin & Associates, Solicitors
Securities & Exchange Commission, Wash. D.C. USA
<PAGE>
Exhibit 2.1
FORM 4L
DECLARATION OF INCENTIVE STOCK OPTIONS
Issuer: Belmont Resources Inc. (the "Issuer")
----------------------
SEDAR Project #:
-------------------------------
This Declaration accompanies an application to the Exchange for acceptance for
filing of Incentive Stock Options summarized in the Summary Form - Incentive
Stock Options attached hereto (the "Filing").
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has
been duly authorized by a resolution of the board of directors of the
Issuer to make this Declaration.
2. The Issuer is not an Inactive Company as defined in Policy 2.6 - Inactive
Issuers and Reactivation.
3. The Filing is either in all respects in accordance with Exchange Policy
4.4 - Director, Officer and Employee Stock Options, in effect as of the
date of this Declaration, or any deviations are indicated on the attached
Summary Form
4. As of the date of grant there were no material changes in the affairs of
the Issuer which were not been publicly disclosed.
4. The Issuer is not currently in default of its financial statement and fee
filing requirements in the jurisdictions in which it is a reporting issuer.
5. The information on the attached Summary Form - Incentive Options is true.
Dated this 17th day of August, 2000.
----- -------
Gary Musil
--------------------------------------
Name of Director and/or Senior Officer
/s/ Gary Musil
--------------------------------------
Signature
Secretary/Director
--------------------------------------
Official Capacity
<PAGE>
FORM 4K
SUMMARY FORM - INCENTIVE STOCK OPTIONS
Re: Belmont Resources Inc. (the "Issuer")
----------------------
SEDAR Project #:
------------------------------------
1. NEW OPTIONS PROPOSED FOR ACCEPTANCE
Date of Grant: August 17, 2000
---------------
================================================================================
Name of Optionee Position Insider? No. of Exercise Expiry No. of
(Director/ Yes or Optioned Price Date Options
Senior Officer/ No Shares Granted
Employee/ in the
Consultant Past 12
Months
--------------------------------------------------------------------------------
Peter P.H. John Director Yes 500,000 $0.32 2002,08,17 Nil
--------------------------------------------------------------------------------
Vojtech Agyagos Director Yes 200,000 $0.32 2002,08,17 75,000
--------------------------------------------------------------------------------
Gary Musil Director Yes 50,000 $0.32 2002,08,17 150,000
--------------------------------------------------------------------------------
Kenneth B.
Liebscher Director Yes 50,000 $0.32 2002,08,17 100,000
--------------------------------------------------------------------------------
Peter E. Serck Director Yes 50,000 $0.32 2002,08,17 100,000
--------------------------------------------------------------------------------
Jake Bottay Director Yes 50,000 $0.32 2002,02,18 75,000
================================================================================
Total Number of optioned shares proposed for acceptance: 900,000
-------
2. AMENDED OPTIONS PROPOSED FOR ACCEPTANCE
================================================================================
Name of Optionee No. of Amended Original Date New/Current Expiry
Optioned Exercise of Grant Date
Shares Price
--------------------------------------------------------------------------------
None
--------------------------------------------------------------------------------
================================================================================
<PAGE>
3. OTHER PRESENTLY OUTSTANDING OPTIONS:
(excluding those included in item 2 above)
================================================================================
Name of Optionee No. of Optioned Exercise Original Date Expiry Date
Shares Remaining Price of Grant
--------------------------------------------------------------------------------
Vojtech Agyagos 75,000 $0.32 Sep 17, 1999 Sep 17, 2001
--------------------------------------------------------------------------------
Gary Musil 150,000 $0.32 Sep 17, 1999 Sep 17, 2001
--------------------------------------------------------------------------------
Nicolo Bellanca 425,000 $0.32 Sep 17, 1999 Sep 17, 2001
--------------------------------------------------------------------------------
Peter Serck 100,000 $0.32 Sep 17, 1999 Sep 17, 2001
--------------------------------------------------------------------------------
Kenneth Liebscher 100,000 $0.32 Sep 17, 1999 Sep 17, 2001
--------------------------------------------------------------------------------
Nimrod Investments Ltd. 200,000 $0.32 Jan 13, 2000 Jan 13, 2002
--------------------------------------------------------------------------------
Duster Capital Corp. 30,000 $0.32 Jan 13, 2000 Jan 13, 2002
--------------------------------------------------------------------------------
Jake Bottay 75,000 $0.50 Feb 18, 2000 Feb 18, 2002
================================================================================
Total Number of shares optioned, including those proposed for acceptance in 1
and/or 2 above: 2,055,000
---------
4. ADDITIONAL INFORMATION
(a) If shareholder approval was required for the grant of options, state the
date that the shareholder meeting approving the grant was or will be
held. July 24, 2000
-------------
(b) If applicable, state the date of the news release announcing the grant
of options: August 17, 2000
---------------
(c) State the total issued and outstanding share capital at the date of
grant: 20,703,012
----------
(d) State, as a percentage of the issued shares of the Issuer indicated in
(c) above, the aggregate number of shares that are subject to incentive
stock options, including new options, amended options and other
presently outstanding options: 9.9%
----
(e) Tier 2 Issuer: If the new options options are being granted pursuant to
a stock option plan, state the number of remaining shares reserved for
issuance under the plan Not applicable
--------------
(f) If the Issuer has completed a public distribution of its securities
within 90 days of the date of the grant, state the per share price paid
by the public investors: Not applicable
--------------
(g) If the grant of options is not in complete accordance with Policy 4.4 -
Director, Officer and Employee Stock Options, indicate where there are
deviations, and explain why a waiver of Exchange policy is in the best
interests of the Issuer and the investing public. Not applicable
--------------
<PAGE>
Exhibit 2.2
STOCK OPTION AGREEMENT
AGREEMENT made the date of execution hereof.
BETWEEN:
BELMONT RESOURCES INC.
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
(the "Optionor")
OF THE FIRST PART
AND:
PETER P. H. JOHN, VOJTECH AGYAGOS, GARY MUSIL, KENNETH B. LIEBSCHER,
PETER E. SERCK, AND JAKE BOTTAY
(individually the "Optionee" or collectively the "Optionees")
OF THE SECOND PART
WHEREAS:
A. The Optionees hold the position of either director, officer or employee of
the Optionor or a subsidiary of the Optionor; and
B. The Optionor wishes the Optionees to remain in such position so as to
continue to receive the benefits of their services;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises, the Optionor hereby grants to the Optionee in respect of his position
with the Optionor as herein after set out, an option to purchase shares in the
capital of the Optionor upon the following terms and conditions:
1. The number of shares which may be purchased by the Optionee and the price
at which such shares may be purchased as set out opposite his name below.
2. The options shall terminate TWO (2) years after the date hereof.
3. An option may be exercised in whole or in part and from time to time by the
Optionee giving notice in writing of the shares to be purchased and by paying to
the Optionor at the address specified above the purchase price of the shares to
<PAGE>
be purchased in cash or by certified cheque or bank draft, provided that an
option granted to an Optionee that is an insider of the Optionor may not be
exercised prior to approval of such option by the shareholders of the Optionor.
4. On receipt of such notice and payment the Optionor shall issue fully paid
shares therefor.
5. No option may be sold or assigned.
6. Shareholder approval shall be obtained in respect of amendments to the
Agreement if the option as originally constituted was approved by the
shareholders or the Optionee is an insider of the Optionor at the time of the
amendment.
7. Shareholder approval shall be obtained in respect of amendments to the
agreement if the option as originally constituted was approved by the
shareholders or if the optionee is an Insider of the Optionor at the time of the
proposed amendment
8. (a) If an Optionee ceases to hold his position with the Optionor for any
reason other than his death, this option will terminated thirty (30)
days following the date of cessation.
(b) If an Optionee dies prior to the termination of his option, the option
shall terminate as provided in Clause 2 or one year after his death,
whichever is earlier, and, until such termination, his personal
representative shall have the same rights as the Optionee would have
had but for his death.
9. If the Optionee is neither an officer nor a director of the Optionor nor an
employee of a management company providing services to the Optionor, the
Optionee hereby represents that he is an employee of the Optionor or a
subsidiary thereof, and the Optionor hereby confirms such representation.
10. If the Optionee is neither an officer, director or employee of the
Optionor, the Optionee hereby represents that he is an employee of a management
company providing services to the Optionor and the Optionor hereby confirms that
the management company provides services, other than investor relations
services, to it.
11. If an option is granted to an insider of the Optionor, the parties
acknowledge that the exercise of such option is subject to the approval of the
shareholders of the Optionor.
12. The options hereby granted are subject to acceptance by the Canadian
Venture Exchange.
<PAGE>
13. If the shares of the Optionor are subdivided, consolidated or otherwise
reorganized or subject to an amalgamation, the number and price of any of the
shares not purchased shall be adjusted accordingly.
14. This Agreement may be executed in counterparts and all counterparts
together shall form one original agreement.
15. This Agreement supersedes all previous agreements between the parties
respecting director or employee incentive options, whether written or oral.
16. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
17th day of August 2000.
BELMONT RESOURCES INC.
Per:
------------------------------------------
Authorized signing officer
No. of Exercise
Shares price per
Name of Optionee Optioned share Signature
Peter P.H. John 500,000 $0.32
----------------------
Vojtech Agyagos 200,000 $0.32
----------------------
Gary Musil 50,000 $0.32
----------------------
Kenneth B. Liebscher 50,000 $0.32
----------------------
Peter E. Serck 50,000 $0.32
----------------------
Jake Bottay 50,000 $0.32
----------------------
<PAGE>
Exhibit 3
This is the form required under section 139 of the Securities Rules and, if
applicable, by an order issued under section 76 of the Securities Act.
FORM 20
-------
SECURITIES ACT
Report of Exempt Distribution
-----------------------------
Report of a distribution under Section 74(2)(1) to (5), (8) to (10), 11(i),
(14), (16)(i), (18), 19 or (23) to (26) of the Securities Act, R.S.B.C. 1996, c.
418 (the "Act"), or section 128(a), (b), (c) or (e) to (h) of the Securities
Rules, R.B.C. Reg 194/97 (the "Rules"), or, if applicable, by an order issued
under section 76 of the Act.
1. Name, address and telephone number of the issuer of the security
distributed (the "Issuer"):
Belmont Resources Inc.
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
Telephone: (604) 683-6648
2. State whether the Issuer is or is not an exchange issuer (i.e. listed on
the Vancouver Stock Exchange but not listed or quoted on any other stock
exchange or trading or quotation system in Canada).
The Issuer is an exchange issuer.
3. Describe the type of security and the aggregate number distributed:
Incentive stock options to purchase a total of 900,000 common shares
in the capital of the Issuer. The options are exercisable on or
before August 17, 2002 at the price of $0.32 per share.
4. Date of the distribution(s) of the Security: August 25, 2000
<PAGE>
Page 2
5. Specify the section(s) of the Act or Rules and, if applicable, the date
of the discretionary order or the blanket order number under which the
distribution(s) of the security was made:
Section 74(2)(9) of the Act
6. If the distribution(s) of the security was made to 50 purchasers or less,
circle and complete clause (a) of this section. If the distribution(s) of
the security was made to more than 50 purchasers, circle clause (b) of this
item.
(a)
Full name and Residential Number of Securities
Address of Purchasers Optioned Purchase Price
--------------------- -------- --------------
Peter P.H. John 500,000 Nil
Paseo de Zorilla
47006 Valladolid
Spain
Vojtech Agyagos 200,000 Nil
1365 Dempsey Road
North Vancouver, BC
V7K 1S7
Gary Musil 50,000 Nil
3577 Marshall Street
Vancouver, BC
V5N 4S2
Kenneth B. Liebscher 50,000 Nil
3577B Marshall Street
Vancouver, BC
V5N 4S2
Peter E. Serck 50,000 Nil
35 Thorncliffe Park
Toronto, ON
M4H 1J3
Jake Bottay 50,000 Nil
#603 - 2180 Argyle Avenue
West Vancouver, BC
V7V 1A4
<PAGE>
Page 3
(b) The Issuer has prepared and certified a list of purchasers comprising
the same information required by clause (a) of this section and a
certified true copy of the list will be provided to the Commission upon
request.
7. State the total dollar value (Canadian $) of the securities distributed by
the Issuer to purchasers resident in British Columbia in respect of which
this report is filed.
No proceeds have been derived in British Columbia by the Issuer from
the distribution.
8. State the name and address of any person acting as agent in connection with
the distribution(s) of the security, the compensation paid or to be paid to
the agent, and the name(s) of the purchaser(s) in respect of which the
compensation was paid or is to be paid.
No person is acting as agent in connection with the distribution. No
compensation has been or will be paid to an agent in connection with
the distribution.
9. If the distribution of the security was made under section 128(a) of the
Rules, state the number of different purchasers who acquired any securities
of the Issuer under that section during the 12 month period preceding the
distribution of this security.
Not applicable
10. If the distribution of the security was under section 128(h) of the Rules,
state:
(a) the number of different purchasers who acquired securities of the
Issuer under that exemption during the 12 month period preceding the
distribution; and
Not applicable
(b) the total dollar value (Canadian $) of all securities of the Issuer
distributed under that section (including the distribution of this
security), during the 12 month period preceding the distribution of
this security.
Not applicable
<PAGE>
The undersigned hereby certifies that the statements made in this report are
true and correct.
DATED at Vancouver, B.C. this 30th day of August, 2000.
BELMONT RESOURCES INC.
---------------------------------------
(Name of Issuer)
per: /s/ Gary Musil
---------------------------------------
Signature
Secretary/Director
---------------------------------------
Official Capacity - Please Print
Gary Musil
---------------------------------------
(Please print here name of individual
whose signature appears above, if
different from issuer or agent printed
above.)
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A RECORD REQUIRED TO BE
FILED OR PROVIDED UNDER THE SECURITIES ACT OR SECURITIES RULES THAT, AT THE TIME
AND IN THE LIGHT OF CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A
MISREPRESENTATION.
<PAGE>
Exhibit 4
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
1180 - 666 Burrard Street
Vancouver, BC
V6C 2X8
ITEM 2. DATE OF MATERIAL CHANGE
August 30, 2000
ITEM 3. PRESS RELEASE
Issued August 30, 2000 and distributed through the facilities of
Vancouver Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Further to our news release of June 29, 2000 the Company is pleased to
report the following progress from its subsidiary Rozmin s.r.o.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Talc Project Update - Slovak Republic
Further to our news release of June 29, 2000 the Company is pleased to
report the following progress from its subsidiary Rozmin s.r.o.:
The mine access portal site and woodland clearing for the waste
disposal area should be completed by the State forestry department
early next week. The underbrush clearing of the power line is finished
and a request to the State electric company for reconnection has been
submitted. Rozmin received seven bids from Slovakian mining
contractors for the mine decline and additional workings at the
surface. The elimination and short listing has been completed and two
contractors have been recommended. The contract bid of 71,500,000 SK
($2.4 million Cdn.) has been approved and work in expected to commence
in September. Further information on the project can be reviewed
through out subsidiary website at www.rozmin.sk
Word of the project is spreading throughout Europe and the Bureau of
Mines of Slovak Republic is the latest to give full support to the
project. The most important economic journal of Slovakia 'Hospodarske
Noviny' gave the project a front page headline and write up on August
14th. In addition a request for project details has been received from
Industrial Minerals magazine in the United Kingdom. A Company
representative has also been invited by the Canadian Federal Minister
for International Trade to join a trade mission to Hungary, Slovak and
Czech Republics in mid September. This mission will provide the
Company with the opportunity to strengthen relationships with the
European governing bodies and enhance our overall visibility in the
Central European market.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
<PAGE>
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which
have been omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to
herein.
/s/ GARY MUSIL
Gary Musil, Secretary/Director
DATED this 30th day of August, 2000.
<PAGE>
Exhibit 5
BELMONT RESOURCES INC.
--------------------------------------------------------------------------------
#1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: [email protected]
Website: www.Belmont-Resources.com
August 31, 2000
Canadian Venture Exchange
4th Floor, 609 Granville Street
Vancouver, B.C.
V7Y 1H1
Attn: Corporate Finance Services
----------------------------------
Dear Sir or Madam:
Re: Belmont Resources Inc. (the "Company")
Termination and Transfer Agreement - Maseva Gas s.r.o.
------===---------------------------------------------------
In accordance with Canadian Venture Exchange Listing Policy 5.3, we hereby
provide you with written notice of the following reviewable acquisition:
1. The name of the listed company:
Belmont Resources Inc.
2. Statutory Exemption Being Relied Upon for Issuance of Shares:
N/A
3. Summary of Transaction:
The Company has signed an agreement with EuroGas, Inc. and Eurogas
Resources Inc. to repurchase 90% of the registered capital in Maseva Gas
s.r.o., a private Slovak geological exploration company which controls the
Kralovsky Chlmec oil/gas exploration territory in Eastern Slovak Republic.
4. Finder's Fee:
There is no finder's fee payable in relation to the proposed transaction.
<PAGE>
Page 2
5. List of Documents Enclosed with Notice:
(a) Transaction Summary Form 5C;
(b) Copy of News Release dated July 18, 2000;
(c) Certified Copy of Minutes of Directors Meeting;
(d) Termination and Transfer Agreement dated June 23, 2000;
(e) The Company's cheque in the amount of $321.00 (Inclusive of the
applicable GST) made payable to the Canadian Venture Exchange
representing the requisite filing fee in relation to this
transaction.
Should you have any further questions or require additional information with
respect to the foregoing, please do not hesitate to contact the undersigned.
Yours truly,
/s/ Gary Musil
Gary Musil,
Secretary/Director
GM/rm
Enclosures
c.c. - Martin & Associates - Attn: Paul Fang, Solicitor
- Securities & Exchange Commission, Wash. D.C., USA
<PAGE>
Exhibit 5.1
FORM 5C
TRANSACTION SUMMARY FORM
Re: Belmont Resources Inc. (the "Issuer").
------------------------------------
SEDAR Project #: 283537 .
-----------------------
The undersigned hereby certifies the following information:
1. The undersigned is a director or senior officer of the Issuer and is duly
authorized by the Issuer to make this declaration.
2. The transaction is fully disclosed in a news release dated July 18, 2000
---------------
3. The asset/property to be acquired by the Issuer, including the location
of the asset/property is as follows:
The Issuer is acquiring 90% of the shares in Maseva Gas s.r.o.
("Maseva"). Maseva is a private Slovak geological exploration company
which controls the Kralovsky Chlmec oil/gas exploration territory located
in Eastern Slovak Republic.
4. The date, parties to and type of agreement (eg: sale or option) are as
follows:
(i) On June 23, 2000 the Issuer signed a Termination and Transfer
Agreement with EuroGas, Inc. and its wholly owned subsidiary
Eurogas Resources Inc. to repurchase 90% of the registered capital
in Maseva Gas s.r.o.
5. The total share and/or cash consideration and required work commitments
for the first year for the transaction are as follows:
In exchange for the 90% interest, the Issuer agrees to advance EuroGas'
portion of the development costs of placing the Gemerska Poloma talc
deposit into production (see attached June 14, 2000 Letter of Agreement)
up to $1 million USD. All financing shall be treated as a loan repayable
at 9% interest.
6. The names of any parties receiving securities of the Issuer pursuant to
the transaction and the number of securities to be issued are described
as follows:
-------------------------------------------------------------------------
Name of Party Number and Type of Securities to be
(If not an individual, name Issued
all Insiders of the Party)
-------------------------------------------------------------------------
N/A N/A
-------------------------------------------------------------------------
-------------------------------------------------------------------------
================================================================================
FORM 5C TRANSACTION SUMMARY FORM Page 1
<PAGE>
7. The transaction is not a Related Party Transaction as defined in Policy
1.1
8. If the other party to the transaction is not an individual, the names of
all Insiders of the other party are as follows:
EuroGas, Inc. is a reporting issuer in the United States, whose common
shares are traded through the NASD - OTC - Bulletin Board Market under
the symbol EUGS. The following information was extracted from EuroGas,
Inc.'s Annual 10K filed April 17, 2000.
Karl Arleth, President, CEO, Director and Interim Financial Officer
Dr. Gregory Fontana, Director
Andrew Andraczke, Director
The Company does not have direct knowledge of the Insiders of EuroGas,
Inc.
Eurogas Resources Inc. is a British Columbia corporation, a wholly owned
subsidiary of EuroGas, Inc.
9. If the transaction is an acquisition, the Issuer has taken reasonable
steps to ensure that the vendor has good title.
10. There are no Material Changes relating to the Issuer which have not been
publicly disclosed.
11. To the knowledge of the Issuer, at the time an agreement in principle was
reached, no other party to the transaction had knowledge of any
undisclosed Material Fact or Material Change relating to the Issuer,
other than in relation to the transaction.
12. The Minor Acquisitions, as defined in Policy 5.3 - Acquisitions and
Dispositions of Non-Cash Assets, of the Issuer during the preceding 12
months are as follows:
(i) The Issuer entered into an agreement with McCallan Oil & Gas GesmbH
of Austria, a wholly owned subsidiary of Sierra International
Group, Inc. dated December 13, 1999 to acquire a 25% interest in a
2478.9 square Km oil and gas exploration license located in north-
eastern Slovakia. Approved February 8, 2000 by the Exchange -
Submission #49834.
(ii) The Issuer entered into an agreement with Montoro Resources Inc. on
January 4, 2000 regarding the acquisition of 50% interest in a
nickle/copper/PGE property in the Ungava Area of Northern Quebec.
Approved February 15, 2000 by the Exchange - Submission #49927.
(iii) The Issuer entered into an agreement with Dorfner Firmen gruppe
(32.5%) and OSTU Industrie mineral Consult GmbH Co. Ltd. (24.5%)
dated February 24, 2000 to acquire 57% share capital interest in
Rozmin s.r.o. Approved April 3, 2000 by the Exchange - Submission
#52097.
================================================================================
FORM 5C TRANSACTION SUMMARY FORM Page 2
13. If a finder's fee is to be paid, the particulars of such proposed fee are
as follows (including name and address of the finder):
Not applicable.
14. If applicable, state that the transaction is the acquisition of an
interest in a property and that the property being acquired is contiguous
to or otherwise related to any other asset acquired in the last 12
months.
Not applicable.
15. The transaction has been approved by the directors of the Issuer and in
the event of any conflict of interest, to the knowledge of the Issuer,
any party in conflict has complied with applicable corporate law and
Exchange Requirements.
The transaction has been approved by the directors of the Issuer in
accordance with corporate law and Exchange Requirements.
16. If the transaction is a Related Party Transaction, as defined in Policy
1.1 - Interpretation, disclose which directors declared a conflict of
interest and abstained from voting at the directors meeting regarding
this transaction.
Not applicable.
Dated: August 30, 2000
------------------------------------
/s/ Gary Musil
------------------------------------------
Signature of authorized signatory
Gary Musil
------------------------------------------
Print name of signatory
Secretary/Director
------------------------------------------
Official capacity
================================================================================
FORM 5C TRANSACTION SUMMARY FORM Page 3
<PAGE>
Exhibit 5.2
BELMONT RESOURCES INC.
--------------------------------------------------------------------------------
#1180 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: [email protected]
Website: www.Belmont-Resources.com
June 14, 2000
To: EuroGas (UK) Limited and Eurogas, Inc. Eurogas GmbH - Austria
22, Upper Brook Street, Kartnerring 5-7/Top 3D,
London, U.K. A-1015 Vienna, Austria
W1Y 1PD
Attention: Karl Arleth
Re: Waiver (the "Waiver") of Right of First Refusal by Belmont Resources Inc.
("Belmont") of shares in Rima Muran s.r.o. (the "Shares") held by Eurogas,
Inc.
Further to the letter of June 6, 2000 from EuroGas (UK) Limited, the following
is a Letter of Agreement setting out the conditions upon which Belmont will
provide the Waiver of the collateralization of the Shares, which will be
incorporated into documentation that will more fully delineate and formalize the
terms outlined in this letter. Until the execution of these documents, the
agreement formed by acceptance of this letter shall remain in full force and
effect.
By execution of this letter and in consideration of $1.00 (the receipt and
sufficiency of which is hereby acknowledged), the parties agree to the terms and
conditions described as follows:
Belmont agrees to provide Eurogas GmbH - Austria and Eurogas, Inc. with the
Waiver provided that:
1. EuroGas, Inc. agrees to transfer its 90% equity interest in Maseva Gas
s.r.o. back to Belmont for the price of $1.00 free and clear of all
encumbrances within 30 calendar days of the date of this letter; and
2. EuroGas, Inc. irrevocably hereby agrees to undertake within 30 calendar
days of the date of this letter, to re-price the share purchase warrants
held by Belmont for the purchase of 2.5 million EuroGas, Inc. shares at
$2.50 per share, expiring in October 1999, to US$0.82 per shares and the
expiry date to be extended to two years from the date of this letter.
3. Belmont further agrees to finance the payments due to Rozmin s.r.o. on
behalf of Rima Muran s.r.o. and Eurogas GmbH up to and including the amount
of $1 million USD for the purpose of bringing the Gemerska Poloma Talc
deposit into production on the condition that;
a. the financing shall be treated as a loan repayable at 9% interest,
and
<PAGE>
b. Belmont shall attach the said shares in Rima Muran s.r.o., and
register them as a second mortgage appearing behind FCDC in
priority; and
c. all funds advanced by Belmont on its own behalf to Rozmin s.r.o. and
on the behalf of Eurogas GmbH - Austria to Rima Muran s.r.o. for
development purposes shall be repaid in full to Belmont prior to the
repayment of any other creditors; and
d. after the property is in production, the parties shall revert to the
original 57/43% split for the purposes of any future expenditures
and profits.
4. EuroGas, Inc. may assign the Rima Muran shares within the EuroGas, Inc.
organization and that any such assignee be bound by the terms of this
letter, subject to EuroGas, Inc. obtaining the approval of Belmont
Resources Inc. prior to such assignment.
In order to facilitate the foregoing, the parties agrees that each of the
parties hereby covenants and agrees that at any time upon the request of the
other party, do, execute, acknowledge and deliver all such further acts, deeds,
assignments, transfers, conveyances and powers of attorney as may be required
for the better carrying out and performance of all the terms of this letter. No
modification or amendment to this letter may be made unless agreed to by the
parties thereto in writing. Time is of the essence.
If the foregoing is acceptable, please confirm by providing your acknowledgment
below.
Yours very truly,
Belmont Resources Inc.
/s/ Ken Liebscher
Per: Authorized Signatory
Ken Liebscher
Accepted and agreed this day of June, 2000
---------
EUROGAS, INC. EUROGAS GMBH - AUSTRIA
/s/ Karl Arleth /s/ Wolfgang Rauball
------------------------------------- -------------------------------------
Per: Authorized Signatory Per: Authorized Signatory
<PAGE>
Exhibit 5.3
TERMINATION AND TRANSFER AGREEMENT
THIS AGREEMENT made as of the 23rd day of June , 2000.
-------- ---------
BETWEEN:
EUROGAS, INC., a Utah Corporation.
-------------
(herein called the "EuroGas")
OF THE FIRST PART
AND:
EUROGAS RESOURCES INC., a British Columbia Corporation.
----------------------
(herein called the "EuroSub")
OF THE SECOND PART
AND:
BELMONT RESOURCES INC., a British Columbia Corporation.
----------------------
(herein called the "Belmont")
OF THE THIRD PART
W H E R E A S :
A. EuroGas, EuroSub and Belmont entered into an acquisition agreement dated
October 9, 1998 (The "Acquisition Agreement") pursuant to which EuroGas, through
its wholly owned subsidiary, EuroSub acquired 90% of the common shares of Maseva
Gas s.r.o ("Maseva Gas") from Belmont.
2. Belmont and EuroSub entered into an agreement on transfer of ownership
participation dated October 30, 1998. The transfer of Belmont's 90% interest in
Maseva Gas to EuroSub;
3. EuroGas, Maseva Gas, and Belmont entered into a working interest agreement
relating to the development of the exploration territory owned by Maseva Gas
(the "Exploration Territory") and the assignment of the 221/2 % working interest
in the Exploration Territory to Belmont; and
<PAGE>
4. EuroGas (UK) Limited and EuroGas, EuroGas GmbH - Austria, and Belmont
entered into a letter agreement dated June 14, 2000 whereby EuroGas agreed to
transfer the 90% interest in Maseva Gas held by EuroSub back to Belmont.
NOW THEREFORE in consideration for $1.00 paid by Belmont to EuroGas and
EuroSub, the parties hereto agree as follows:
1. Transfer of Maseva Gas
----------------------
1.1 EuroSub hereby transfers its whole interest in Maseva Gas to Belmont on
basis of which Belmont shall become the participant of Maseva Gas with
ownership of 90% of Maseva Gas' registered capital.
1.2 In consideration for the transfer of the participation in Maseva Gas,
Belmont shall pay to EuroGas Inc. $1.00.
2. Working Interest Agreement
--------------------------
2.1 The parties agree that, upon transfer of the participation interest in
Maseva Gas back to Belmont, each of the parties rights, and obligations
under the working interest agreement made between EuroGas Inc., Maseva Gas
and Belmont Resources Inc. shall terminate.
3. Warrants
--------
3.1 Parties agree to amend the terms of the warrant granted by EuroGas Inc.,
to EuroGas Resources Inc., and the warrant granted by EuroGas Resources
Inc. to Belmont, as follows:
(a) The warrant granted by EuroSub to Belmont shall be canceled be of no
further force and effect.
(b) The warrant granted by EuroGas to EuroSub (the "Warrant") shall be
amended such that the Warrant shall be deemed granted to Belmont, the
exercise price of the Warrant shall be amended to $0.82 per share, and
the Warrant shall have an expiry date of June 14, 2002. The Warrant
shall be in a form attached hereto as Schedule "A". The Warrant shall
be subject to the terms of the piggy back registration rights
agreement dated October 26, between Eurogas, and EuroSub (the
"Registration Rights Agreement").
(c) The Registrations Rights Agreement shall be deemed to be amended by
substituting Belmont as a party to that agreement in the place of
EuroSub.
4. Representations and Warranties of EuroGas and EuroSub.
------------------------------------------------------
4.1 EuroGas and EuroSub represent and warrant to Belmont that:
<PAGE>
(a) There are no contracts, agreements, leases or other commitments
written or oral to which EuroGas, EuroSub or Maseva Gas are subject,
or to which the Exploration Territory is a subject, which require the
consent of the other party in order to consummate the transaction
contemplated herein;
(b) EuroGas, EuroSub and Maseva Gas has complied with all applicable
statutes and regulations of any governmental agency with respect to
the Exploration Territory. The Exploration Territory, including all
rights under the terms of the decision governing the Exploration
Territory, is in good standing and can be fully exploited by Maseva
Gas;
(c) Maseva Gas has acted in full compliance with all environmental laws in
holding and the Exploration Territory is not subject to any
environmental liabilities; and
(d) No work has been carried out on the Exploration Territory by EuroGas,
EuroSub or Maseva Gas since the date of the Acquisition Agreement.
5. Further Acts.
-------------
5.1 Each of the parties agrees to perform such further acts and execute such
further documents as may be necessary to give effect to the transactions
contemplated hereby.
6. Execution in Counterpart.
-------------------------
This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed to be an original and
all of which when taken together shall constitute but one and the same.
This Agreement may be duly executed by way of facsimile signature,
however, any party so executing by facsimile signature shall deliver
original executed counterparts of this Agreement to each of the other
parities to this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first written above.
EUROGAS INC.
Per: /s/ Karl R. Arleth
Authorized Signatory
<PAGE>
EUROGAS RESOURCES INC.
Per: /s/ Karl R. Arleth
Authorized Signatory
BELMONT RESOURCES INC.
Per: /s/ Gary Musil
Authorized Signatory
<PAGE>
