SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
KALAN GOLD CORPORATION.
(Name of Issuer)
Common
(Title of Class of Securities)
48 333 7 101
(CUSIP Number)
Sanford Altberger
Tower 1, Suite 340, 12358 E. Arapahoe Road, Englewood, Colorado 80112
(303) 706-1706
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 26, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( ). (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
<PAGE>
CUSIP NO. 48 333 7 101 13D
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Sedcore Exploration Company Limited
(2) Check the Appropriate Box if a Member of a Group* (a) ( ) (b) ( )
Not Applicable
(3) SEC Use Only
(4) Source of Funds*
Corporate Reorganization
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
(6) Citizenship or Place of Organization
Republic of Ghana
Number of Shares (7) Sole Voting Power
Beneficially Owner
by Each Reporting 13,500,000
Person with (8) Shared Voting Power
13,500,000
(9) Sole Dispositive Power
13,500,000
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,500,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
86.8%
(14) Type of Reporting Person
Corporation
Page 2 of 5
<PAGE>
Item 1. Security and Issuer:
This statement on Schedule 13D relates to the shares of the common stock $00001
par value ("Common Stock"), of Kalan Gold Corporation, a Colorado corporation
(the "Company"). The address of the Company's principal executive office is
Tower 1, Suite 340, 12835 E. Arapahoe Road, Englewood, Colorado 80112.
Item 2. Identity and Background
(a) This statement is being filed on behalf of Sedcore Exploration Company
Limited (the "Reporting Person").
(b) The business address of the Reporting Person is Tower 1, Suite 340,
12835 E. Arapahoe Road, Englewood, Colorado 80112.
(c) The Reporting Person's principal occupation is not applicable.
(d) The Reporting Person has not, in the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, in the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in its being subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation by it with respect
to such laws.
(f) The Reporting Person is a corporation incorporated in the Republic of
Ghana.
Item 3. Source and Amount of Funds or Other Consideration
No cash purchase price was paid by the Reporting Person in connection with
contractual relationship described in Item 4. The shares reported herein were
acquired as a result of a corporate reorganization.
Item 4. Purpose of Transaction
The Reporting Person owned assets which was acquired by the Company in a
stock-for-assets exchange. On August 26, 1996, the Company entered into an
acquisition of certain defined assets and liabilities of the Reporting Person in
exchange for 5,000,000 common shares of the Company. On August 27, 1996, the
Company entered into an additional acquisition of certain additional defined
assets of Sedcore in exchange for 8,500,000 common shares of the Company. The
transactions have given the Company effective control of defined assets of the
Reporting Person, and the current control shareholders of the Reporting Person
now control both companies.
Page 3 of 5
<PAGE>
The Board of Directors were changed as a result of the transaction. The
Reporting Person has no plans to name additional persons to the Company's Board
of Directors and/or replace existing Directors.
Except as set forth in this Item 4, the Reporting Person has no present plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Exchange Act Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person is currently the beneficial owner of 13,500,000 shares
of Common Stock, constituting approximately 86.8% of the shares of Common Stock
outstanding as of November 30, 1996.
(b) The Reporting Person has sole voting power with respect to 13,500,000 shares
of the common stock and shared voting power with respect to 13,500,000 shares of
Common Stock. The Reporting Person has sole dispositive power with respect to
13,500,000 shares and shared dispositive power with respect to no shares of
Common Stock.
(c) Other than as disclosed above in Items 4 and 5, the Reporting Person has not
engaged in any transactions with respect to the Common Stock during the past 60
days.
(d) No other person has a right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Reporting Person's Common
Stock.
Item 6. Contracts, Arrangement, Understandings or Relationships With
Respect to Securities of the Issuer
Except as described above in Items 4 and 5, the Reporting Person has not entered
into any contractual relationships with respect to any securities of the issuer.
Item 7. Material to Be Files as Exhibits
Attached hereto as exhibits are the following: acquisition Agreements dated
August 26 and 27, 1996, respectively.
Page 4 of 5
<PAGE>
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Sedcore Exploration Company Limited
December 5, 1996 /s/
Date Authorized Agent
Page 5 of 5
<PAGE>
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 26th day of
August, 1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").
RECITALS
SED has certain licenses as described in Exhibit A hereto (the
"Licenses") and various properties, rights and liabilities listed in Exhibit B
hereto (the "Rights"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Licenses
and to the Rights to writing in this document and to be bound by the terms and
conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:
AGREEMENT
1. Acquisition. SED the owner of the Licenses and the holder of the
Rights. It is the intention of the parties hereto and by this
Agreement that the Acquiror acquire the Licenses and all of SED's
interests in and to the Rights in exchange for the sum of
5,000,000 in common shares of the Acquiror's restricted Common
Stock to be paid by Acquiror to SED and the assumption of certain
defined debt and liabilities of SED as set forth in Exhibit C
hereto.
2. Efforts to Vest Ownership. Acquiror and SED agree to use their
best efforts to permit Acquiror to acquire full and unencumbered
title to the Licenses and the Rights as of the Closing Date or
thereafter, as may be necessary.
3. Acquisition of Rights. By this Agreement and as of the Closing
Date, SED hereby transfers, assigns and delivers all of its
rights, title, and interest, of whatever nature, in and to the
Rights. This transfer, assignment, and delivery includes all
rights to receive distributions on the Rights. The Acquiror may
take immediate possession and utilize the Rights as of the
Closing Date.
4. Representations of SED. SED hereby represents and warrants that,
with respect to the Licenses and the Rights to be transferred,
effective this date and the Closing Date, the representations
listed below are true and correct, to the best of its knowledge,
information and belief. Said representations are meant and
intended by all parties to apply to the Licenses and the Rights.
(a) SED is the sole owner of the Licenses and the Rights
and has the unqualified right to transfer and dispose
of the Licenses and the Rights as of the Closing
Date.
(b) There are no liabilities, either fixed or contingent
against the Licenses or the Rights not reflected in
Exhibit D hereto other than contracts or obligations
in the ordinary and usual course of business; and no
such contracts or obligations in the usual course of
business constitute liens or other liabilities which,
if disclosed, would alter sub stantially the
financial condition of the Licenses or the Rights,
unless disclosed in Exhibit D hereto.
<PAGE>
(c) Prior to the Closing Date there will not be any
negative material changes in the Licenses or in the
financial position of the Rights, except changes
arising in the ordinary course of business, which
changes will in no event adversely affect the
financial position of said Licenses or Rights.
(d) To the best of SED's knowledge, information and
belief, neither the Licenses nor the Rights is
involved in any pending litigation or governmental
investigation or proceeding not reflected in Exhibit
D or otherwise disclosed in writing to Acquiror and,
to the best knowledge of SED, no litigation, claims,
assessments, or govern mental investigation or
proceeding is otherwise threatened against the
Licenses or the Rights.
(e) Except as disclosed on any Exhibit, SED has not
breached any agreement to which it is a party which
relates to the Licenses or the Rights.
(f) The execution of this Acquisition Agreement will not
violate or breach any agree ment, contract, or
commitment to which SED is a party and has been duly
authorized by all appropriate and necessary action.
(g) At the date of this Agreement, SED has, and at the
Closing Date hereof, will have to the best of each's
knowledge, disclosed all events, conditions and facts
materially affecting the business and prospects of
Licenses and the Rights. SED has not now and will not
have, at the Closing Date, withheld knowledge of any
such events, conditions, and facts which each knows,
or has reasonable grounds to know, may materially
affect, directly or indirectly, the business and
prospects of the Licenses or the Rights.
5. Representations of Acquiror. Acquiror hereby represents and
warrants as follows:
(a) The officers of Acquiror are duly authorized to
execute this Agreement and have taken all actions
required by law and agreements, charters, and bylaws,
to properly and legally execute this Agreement.
(b) As of the Closing Date and date hereof, Acquiror is
duly organized, validly existing and in good standing
under the laws of the State of Colorado; it has the
corporate power to own the Licenses and the Rights
and to carry on its business as now being conducted
and is duly qualified to do business in any
jurisdiction where so required.
6. Closing Date. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon but is
expected to be August 26, 1996. This Agreement is executed by the
parties and effective as of the date hereof.
7. Conditions Precedent to the Obligations of SED. All obligations
of SED under this Agreement are subject to the fulfillment, prior
to or as of the Closing Date, of each of the following
conditions:
(a) The representations and warranties by or on behalf of
Acquiror contained in this Agreement or in any
certificate or document delivered to SED pursuant to
the provisions hereof shall be true in all material
respects at and as of the time of Closing as though
such representations and warranties were made at and
as of such time.
<PAGE>
(b) Acquiror shall have performed and complied with all
covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it
prior to or at the Closing on the Closing Date.
(c) The Directors of Acquiror shall have approved this
transaction and such other reasonable matters as
requested by SED as pertaining to this transaction.
The Directors of Acquiror shall have resigned and
shall designate new Directors as proposed by SED.
(d) All instruments and documents delivered to SED pursuant
to the provisions hereof shall be reasonably
satisfactory to SED.
8. Conditions Precedent to the Obligations of Acquiror. All
obligations of the Acquiror under this Agreement are subject to
the fulfillment, prior to or at the Closing on the Closing Date,
of each of the following conditions:
(a) The representations and warranties by SED contained
in this Agreement or in any certificate or document
delivered to Acquiror pursuant to the provisions
hereof shall be true at and as of the time of Closing
as though such representations and warranties were
made at and as of such time.
(b) SED shall have performed and complied with all
covenants, agreements, and condi tions required by
this Agreement to be performed or complied with by it
prior to or at the Closing.
(c) SED shall deliver to the Acquiror a letter commonly
known as an "investment letter" agreeing that the
shares of Acquiror are being acquired for investment
purposes, and not with a view to resale.
9. Indemnification. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each
party to this Agreement, shall indemnify and hold harmless each
other party at all times after the date of this Agreement against
and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident to any of
the foregoing, resulting from any misrepresentations, breach of
covenant or warranty or non-fulfillment of any agreement on the
part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished
or to be furnished to a party hereunder. Subject to the terms of
this Agreement, the defaulting party shall reimburse the other
party or parties on demand, for any reasonable payment made by
said parties at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party
to defend or satisfy the same and such party failed to defend or
satisfy the same.
10. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement
shall survive the Closing hereunder and the consummation of the
transactions contemplated hereby for two years from the date
hereof. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements
contained in this Agreement or at the Closing of the transactions
herein provided for and not upon any investigation upon which it
might have made or any representations, warranty, agreement,
promise or information, written or oral, made by the other party
or any other person other than as specifically set forth herein.
<PAGE>
11. Documents at Closing. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultane ously:
(a) SED will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by SED's Board of
Directors authorizing this transaction;
(3) such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the
provisions of this Agreement or which may be reasonably
requested in furtherance of the provisions of this
Agreement;
(b) Acquiror will deliver or cause to be delivered to SED:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to
be delivered pursuant to the provisions of this
Agreement.
12. Miscellaneous.
(a) Further Assurances. At any time, and from time to
time, after the effective date, each party will
execute such additional instruments and take such
action as may be reasonably requested by the other
party to confirm or perfect title to the Licenses or
any Rights transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto
to comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
(c) Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to
have been given if delivered in person or sent by
prepaid first class registered or certified mail,
return receipt requested, to the following:
KNIGHT NATURAL GAS, INC.
5650 Greenwood Plaza Blvd
Suite 216, Englewood, CO 80111
SEDCORE EXPLORATION COMPANY LIMITED, INC.
Tower I, Suite 300
12385 E. Arapahoe Road,
Englewood, CO 80112
<PAGE>
(d) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(e) Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
(f) Governing Law. This Agreement was negotiated and is being
contracted for in the State of Colorado, and shall be
governed by the laws of the State of Colorado.
(g) Binding Effect and Assignment. This Agreement shall be
binding upon the parties hereto and inure to the benefit of
the parties, their respective heirs, administrators,
executors, successors and assigns. This Agreement may be
assigned by either party; provided, however, that the
appropriate permission has been given by those governmental
entities whose permission may be necessary to effect the
performance of this Agreement.
(h) Time. Time is of the essence.
(i) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
KNIGHT NATURAL GAS, INC.
By: /S/
Authorized Officer
SEDCORE EXPLORATION COMPANY LIMITED
By: /S/
Authorized Officer
<PAGE>
EXHIBIT A
LICENSE LIST
1. Assignment of Sedcore's rights to undertake gold exploration in the Butre
River area in the Western Region of Ghana under a license owned by Ahanta Mining
Company Limited.
2. Assignment of Sedcore's agreement with Esikaman Mining Company Limited to
conduct a reconnaissance in a licensed area located in the Wassa Amanfi district
of the Republic of Ghana.
<PAGE>
EXHIBIT B
PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:
<PAGE>
EXHIBIT C
LIST OF DEBT AND LIABILITIES TO BE ASSUMED
All Current Liabilities as Listed on the Balance Sheet of Sedcore
Exploration Company Limited as of June 30, 1996.
<PAGE>
EXHIBIT D
LIABILITIES AND CONTINGENCIES
None
<PAGE>
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 27th day of
August, 1996, by and between KNIGHT NATURAL GAS, INC., a Colorado corporation,
(hereinafter "Acquiror"); and SEDCORE EXPLORATION COMPANY LIMITED, a Ghanian
corporation (hereinafter referred to as "SED").
RECITALS
SED has certain licenses as described in Exhibit A hereto (the
"Licenses"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Licenses
to writing in this document and to be bound by the terms and conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:
AGREEMENT
1. Acquisition. SED the owner of the Licenses. It is the intention of the
parties hereto and by this Agreement that the Acquiror acquire the
Licenses in exchange for the sum of 8,500,000 in common shares of the
Acquiror's restricted Common Stock to be paid by Acquiror to SED.
2. Efforts to Vest Ownership. Acquiror and SED agree to use their best
efforts to permit Acquiror to acquire full and unencumbered title to
the Licenses as of the Closing Date or thereafter, as may be
necessary.
3. Acquisition of Licenses. By this Agreement and as of the Closing Date,
SED hereby transfers, assigns and delivers all of its rights, title,
and interest, of whatever nature, in and to the Licenses. This
transfer, assignment, and delivery includes all rights to receive
distributions on the Licenses. The Acquiror may take immediate
possession and utilize the Licenses as of the Closing Date.
4. Representations of SED. SED hereby represents and warrants that, with
respect to the Licenses to be transferred, effective this date and the
Closing Date, the representations listed below are true and correct,
to the best of its knowledge, information and belief. Said
representations are meant and intended by all parties to apply to the
Licenses.
(a) SED is the sole owner of the Licenses and has the unqualified
right to transfer and dispose of the Licenses as of the Closing
Date.
<PAGE>
(b) There are no liabilities, either fixed or contingent against the
Licenses not reflected in Exhibit B hereto other than contracts
or obligations in the ordinary and usual course of business; and
no such contracts or obligations in the usual course of business
constitute liens or other liabilities which, if disclosed, would
alter substantially the financial condition of the Licenses,
unless disclosed in Exhibit B hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Licenses, except changes arising in the ordinary
course of business, which changes will in no event adversely
affect the financial position of said Licenses.
(d) To the best of SED's knowledge, information and belief, the
Licenses are not involved in any pending litigation or
governmental investigation or proceeding not reflected in Exhibit
B or otherwise disclosed in writing to Acquiror and, to the best
knowledge of SED, no litigation, claims, assess ments, or
governmental investigation or proceeding is otherwise threatened
against the Licenses.
(e) Except as disclosed on any Exhibit, SED has not breached any
agreement to which it is a party which relates to the Licenses.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which SED is a
party and has been duly authorized by all appropriate and
necessary action.
(g) At the date of this Agreement, SED has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all
events, conditions and facts materially affecting the business
and prospects of Licenses. SED has not now and will not have, at
the Closing Date, withheld knowledge of any such events,
conditions, and facts which each knows, or has reasonable grounds
to know, may materially affect, directly or indirectly, the
business and prospects of the Licenses.
5. Representations of Acquiror. Acquiror hereby represents and warrants
as follows:
(a) The officers of Acquiror are duly authorized to execute this
Agreement and have taken all actions required by law and
agreements, charters, and bylaws, to properly and legally execute
this Agreement.
(b) As of the Closing Date and date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Colorado; it has the corporate power to own the
Licenses and to carry on its business as now being conducted and
is duly qualified to do business in any jurisdiction where so
required.
<PAGE>
6. Closing Date. The Closing Date herein referred to shall be upon such
date as the parties hereto may mutually agree upon but is expected to
be August 27, 1996. This Agreement is executed by the parties and
effective as of the date hereof.
7. Conditions Precedent to the Obligations of SED. All obligations of SED
under this Agreement are subject to the fulfillment, prior to or as of
the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to SED pursuant to the provisions hereof shall be true
in all material respects at and as of the time of Closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on
the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction
and such other reasonable matters as requested by SED as
pertaining to this trans action. The Directors of Acquiror shall
have resigned and shall designate new Directors as proposed by
SED.
(d) All instruments and documents delivered to SED pursuant to the
provisions hereof shall be reasonably satisfactory to SED.
8. Conditions Precedent to the Obligations of Acquiror. All obligations
of the Acquiror under this Agreement are subject to the fulfillment,
prior to or at the Closing on the Closing Date, of each of the
following conditions:
(a) The representations and warranties by SED contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) SED shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(c) SED shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are
being acquired for investment purposes, and not with a view to
resale.
<PAGE>
9. Indemnification. Within the period provided in paragraph 10 herein and
in accordance with the terms of that paragraph, each party to this
Agreement, shall indemnify and hold harmless each other party at all
times after the date of this Agreement against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant or warranty or non-fulfillment
of any agreement on the part of such party under this Agreement or
from any misrepresentation in or omission from any certificate
furnished or to be furnished to a party hereunder. Subject to the
terms of this Agreement, the defaulting party shall reimburse the
other party or parties on demand, for any reasonable payment made by
said parties at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates, if such
payment is made after reasonable notice to the other party to defend
or satisfy the same and such party failed to defend or satisfy the
same.
10. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for two years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the Closing
of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
11. Documents at Closing. Between the date hereof and the date of Closing,
the following transactions shall occur, all of such transactions being
deemed to occur simultaneously:
(a) SED will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by SED's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions
of this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement;
(b) Acquiror will deliver or cause to be delivered to SED:
<PAGE>
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. Miscellaneous.
(a) Further Assurances. At any time, and from time to time, after the
effective date, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to the Licenses
transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply
with any of its obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed.
(c) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified
mail, return receipt requested, to the following:
KNIGHT NATURAL GAS, INC.
5650 Greenwood Plaza Blvd
Suite 216, Englewood, CO 80111
SEDCORE EXPLORATION COMPANY LIMITED, INC.
Suite 100
12385 E. Arapahoe Road,
Englewood, CO 80112
(d) Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(e) Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
(f) Governing Law. This Agreement was negotiated and is being
contracted for in the State of Colorado, and shall be governed by
the laws of the State of Colorado.
<PAGE>
(g) Binding Effect and Assignment. This Agreement shall be binding
upon the parties hereto and inure to the benefit of the parties,
their respective heirs, administrators, executors, successors and
assigns. This Agreement may be assigned by either party;
provided, however, that the appropriate permission has been given
by those governmental entities whose permission may be necessary
to effect the performance of this Agreement.
(h) Time. Time is of the essence.
(i) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
KNIGHT NATURAL GAS, INC.
By: ///Signed///
Authorized Officer
SEDCORE EXPLORATION COMPANY LIMITED
By: ///Signed///
Authorized Officer
EXHIBIT A
LICENSE LIST
Four concessions in Ghana, denominated as the Saouga, Diebougou, Pissila, and
Dekaya gold properties
<PAGE>
EXHIBIT B
LIABILITIES AND CONTINGENCIES
None
