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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: gmusil@direct.ca 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 |
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| aus der Diskussion: | EuroGas Board: Altaktionäre rudern nach vorne! |
| Autor (Datum des Eintrages): | Russland-Investor (24.03.03 14:43:22) |
| Beitrag: | 127 von 11,687 (ID:8971049) |
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