EX-10.13 8 vgz-20131231ex101393d1c.htm EX-10.13

Exhibit 10.13

STOCK PURCHASE AGREEMENT ENTERED INTO, AS A FIRST PARTY, DESARROLLOS ZAPAL HOLDINGS CORP. AND GRANGES INC. (HEREINAFTER INDIVIDUALLY IDENTIFIED AS “DZHC” AND “GRANGES” AND JOINTLY IDENTIFIED AS THE “SELLERS”), BOTH PARTIES HERE IN REPRESENTED BY M R. FREDERICK H. EARNEST; AND, AS A SECOND PARTY, INVECTURE GROUP, S.A. DE C.V. AND FRONTERA COBRE DEL MAYO M E XICO, S.A. DE C.V. (HEREINAFTER INDIVIDUALLY IDENTIFIED AS “INVECTURE” AND “FCMM” AND JOINTLY IDENTIFIED AS THE “PURCHASERS”), BOTH PARTIES HERE IN REPRESENTED BY MR. ARTURO ROSAS BARRIENTOS, PURSUANT TO THE FOLLOWING DECLARATIONS AND CLAUSES:

D E C L A R A T I O N S

I.SELLERS through their representative declare:

| 1. |  | That both are companies legally incorporated and existing in accordance with the laws of the Provinc e of British Columbia, Canad a, and they have sufficient legal capacity to enter into this Agreement and obligate themselves under the terms hereof.

| 2. |  | Th a t DZHC is leg al owner of:

| a) |  | 103,963,885 (one hundred three mill i on nine hundred sixty three thousand eight hundred and eighty five) ordinary, nominative, unique Series shares, with no par value, fully subscribed and paid, representing 99.9999 98% of the capital stock of Desarrollos Zapal, S.A. de C.V. (hereinafter identified as “DZ”) and covered by stock certificates 1 and 2;

| b) |  | 499 (four hundred and ninety nine) ordinary, nominative, Series “B” shares, with no par value, fully subscribed and paid, represent ing 99.8% of the capital stock of Servicios Industriales MPA, S.A. de C.V. (hereinafter identified as “SIM”) and covered by stock certificate 1-B; and

| c) |  | 499 (four hundred and ninety nine) ordinary, nominative, Series “B” shares, with no par value, fully subscribed and paid, represent ing 99.8% of the capital stock of Servicios Administrativos MPA, S.A. de C.V. (hereinafter identified as “SAM”) and covered by stock certificate 1-B.

| 3. |  | That GRANGES is leg al owner of:

| a) |  | 1 (one) ordinary, nominativ e, unique S erie s share, with no par value, fully subscribed and paid, represent ing 0.0000009 6% of the capital stock of DZ and covered by stock certificate 3;

| b) |  | 1 (one) ordinary, nomi nativ e, S erie s “B” share, with no par value, fully subscribed and paid, represent ing 0.2% of the capital stock of SIM and covered by stock certificate 2-B; and

| c) |  | 1 (one) ordinar y, nominativ e, S erie s “B” share, with no par value, fully subscribed and paid, represent ing 0.2% of the capital stock of SAM and covered by stock certificate 2-B.

All of the shares described in declara t ions I.2 and I.3 above shall be hereinafter jointly identified as the “SHARES”.

| 4. |  | That the SHARES of DZ, SIM and SAM which are owned by SELLERS and which are subject matter of this Agreement, are free from any liens, burden, affectation or limitation of domain of any nature whatsoever; likewise, except for 1 (one) share owned by INVECTURE i n DZ, no 1-7

Exhibit 10.13

other outstanding shares representing the capital stock of DZ, SIM and SAM different from those mentioned above exist as of this date, and also as of this date no option or right granted to any other third party to acquire, subscribe or pay any shares representing the capital stock of DZ, SIM and SAM exist, and no obliga t i o n by such companies to amortiz e o r allow the subscription and payment of shares re present ing their capital stock by any other third party exist, and no securities convertible into or exchangeable for shares representing the capital stock of DZ, SIM and SAM exist.

| 5. |  | That DZ, SIM and SAM are companies incorporated and existing in accordance with the laws of the Mexican United States, and such companies do not have any subsidiaries a nd are not owners of shares or partnership interests in any other company.

| 6. |  | That as of SELLERS knowledge, no judicial or administrative orde r o r decisi o n of any nature restrain ing the execution of this Agreement or the performance and fulfil l ment of e ac h and all the acts and obligations deriving there from exist; likewise, no administrativ e o r judicial proced ure or contractual obligation restraining the free transfer of the SHARES subject matter of this Agreement exist.

| 7. |  | That they have the required legal capacity and they have obtained all the required authorizations, as well as adopted all the nece s sary actions for the execution of this Agreement, and perform ed each and all the acts directly derived there from.

| 8. |  | That their representative ha s the required legal capacity and the suffici e nt a uthority to obligate themselves in the terms of this document; which a uthority as of the date of execution of this Agreement, ha s not been re v oked, limit e d o r modifi ed in any manner whatsoever.

| 9. |  | That as PURCHASERS are aware, su b je c t to the acceptance by the company named RPG Structured Finance SaRL, resident at Luxemburg, to a c quir e from Vista Gold Corp. –a company of the same corporate gr o up than SELLERS- the totality of certain collection rights held by Vista Gold Corp., in which case this must be performed no later than January 30, 2014, according to the agreement executed abroad, in this same date, between Vista Gold Corp. and RPG Structured Finance SaRL (hereinafter identified as “Contra ct of Assignment of Loan”), the corporate group to which SELLERS belong has decid ed to disinve st in DZ’s mining projects and as a conse quence thereof in SIM and SAM and, therefore, SELLERS des ire to sell to PURCHASERS o n this date, each and all the SHARES, subject to the terms and conditions established in this Agreement.

II.PURCHASERS through their representative d eclar e:

| 1. |  | That both companies are incorporated and existing in accordance with the laws of the Mexican Unites States, and they have sufficient legal capacity to enter into this Agreement and obligate themselves under the terms hereof, since their corporate purposes provide the acquisition of shares of other companies, as well as the investment in such and perform activities related to the foregoing.

| 2. |  | Tha t PURCHASERS desire to acquire o n this date and in a direct manner, the SHARES representing the capital s t oc k of DZ, SIM and SAM, su b je c t to the terms and conditions agreed upon in this document, stating that they are aware and in conformity of that stated by SELLERS under declara t i o n I.9 of this Agreement.

| 3. |  | That PURCHASERS have performed all actions necessary for the execution of this Agreement, as well as each and all the acts directly or indirectly derived there from.

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Exhibit 10.13

| 4. |  | That as of PURCHASERS knowledge no judicial or administrative order or decisi o n of any nature restrain ing the execution of this Agreement or the performance and fulfil l ment of e ac h and all the acts and obligations deriving there from exist; likewise, no administrativ e o r judicial proced ure or contractual obligation restraining the free transfer of the SHARES subject matter of this Agreement exist.

| 5. |  | That the execution and compliance of this Agreement by PURCHASERS does not require any previous authorization, app r o v al, consent or recording from or before any authorit y, third party, company or individual and if required, those have been obtained as of this date.

| 6. |  | That their representat iv e s have the required legal capacity and the sufficient a uthority to obligate themselves in the terms of this document; which a uthority as of the date of execution of this Agreement, has not been revoked, limited or modified in any manner whatsoever.

| 7. |  | That taking into consideration that from February 7, 2012 INVECTURE i s a shareholder of DZ and from that date said company has been actively involved in the management and operation of DZ and in the operation of SIM and SAM, PURCHASERS have full knowledge o f the mining pro j ects, prospects, businesses, assets and financing situation of DZ, SIM and SAM as of this date, and they have been informed o n time, on the activities and status of said companies, including their Financial Statements, therefore, PURCHASERS desire to enter into this Agreement.

III.SELLERS and PURCHASERS jointly through their respective representatives de clar e:

| 1. |  | That in view of that stated by SELLERS and PURCHASERS under declara tions I.9 and II.2 above, respectiv ely, both parties agree that the execution of this Purchase Agreement with respect t o the SHARES, is su b je c t t o the condition subsequent consist ing of the company named RPG Structured Finance SaRL decid ing not to acquire from Vista Gold Corp. the totality of certain collection rights held by the latter company, which decision must be adopted by RPG Structured Finance SaRL no later than January 30, 2014, according to the Contract of Assig n ment of Loan.

| 2. |  | That Additional l y, both parties acknowledge that on this same date INVECTURE, DZHC, GRANGES, DZ and Vista Gold Corp. entered into, abroad, a termination agreement (named “Termination Agreement”, hereinafter identified idem), by means of which the contract named “Earn-in Right Agreement”, dated February 7, 2012 is terminated, with respect to which such termination agreement the parties agree to accept in all of its terms and condition and, specially, in case that the condition subsequent mentioned in the above declaration be fulfilled and the refore this Agreement be resolved.

Given the above declara t ions, the parties agree on the following:

C L A U S E S

FIRST. Subject Matter.SELLERS hereby trans fer to PURCHASERS the ownership of the totality of the SHARES de scri bed in declara t i o n s I.2 and I.3 of this Agreement, which transfer shall be carried out as follows:

| a) |  | DZHC trans fers to INVECTURE: (i) 103,963,885 (one hundred three million nine hundred sixty three thousand eight hundred and eighty five) SHARES of DZ; (ii) 499 (four hundred and ninety 3-7

Exhibit 10.13

nine) SHARES of SIM; and (iii) 499 (four hundred and ninety nine) SHARES of SAM, which as of this date were owned by DZHC; and

| b) |  | GRANGES trans fers to FCMM: (i) 1 (one) SHARE of DZ; (ii) 1 (one) SHARE of SIM; and (iii) 1 (o n e) SHARE of SAM, which as of this date w ere owned by GRANGES.

PURCHASERS acquire such SHARES in the proportions above indicated and in the terms and conditions herein established.

SECOND.Pri ce.The total p rice of the SHARES is the total amount of USD$15,000.00 (Fifteen thousand d o l l ars 00/100 currency of the United States of America), payable in such currency; which p rice is paid by PURCHASERS to SELLERS on this date, through bank transfer of funds to the account indicated by SELLERS for such purposes, as follows:

| a) |  | INVECTURE pa ys to DZHC: (i) the total amount of USD$9,990.00 (Nine thousand nine hundred and ninety d olla rs 00/100 currency of the United States of America) for DZ’s SHARES; (ii) the total amount of UDS$2,490.00 (Two thousand four hundred and ninety d o l l ars 00/100 currency of the United States of America) for SIM´s SHARES; and (iii) the total amount of USD$2,490.00 (Two thousand four hundred and ninety dollars 00/100 currency of the United States of America) for SAM’s SHARES; and

| b) |  | FCMM p ays to GRANGES: (i) the total amount of USD$10.00 (Ten dollars 00/100 currency of the United States of America) for DZ’s SHARE; (ii) the total amount of USD$10.00 (Ten dollars 00/100 currency of the United States of America) for SIM’s SHARE; and (iii) the total amount of USD$10.00 (Ten dollars 00/100 currency of the United States of America) for SAM’s SHARE.

T HIRD.Endorsement of Stock Certificates.Upon delivery of the price of the SHARES in the terms established in the above clause, DZHC delivers to INVECTURE: (i) stock certificates 1 and 2 representing 103,963,885 SHARES of DZ; (ii) stock certif i cate 1-B representi ng 499 SHARES of SIM; and (iii) stock certificate 1-B representi ng 499 SHARES of SAM, all of them dully endorsed in property in favor of INVECTURE; and GRANGES delivers to FCMM: (i) st o ck certificate 3 representi ng a SHARE of DZ; (ii) stock certificate 2-B representi ng a SHARE of SIM; and (iii) stock certificate 2-B representi ng a SHARE of SAM, all of them dully endorsed in property in favor of FCMM; and all instructions necessary to carry out the corresponding notes in the respective Stock Registry Books of DZ, SIM and SAM are made.

FORTH.Cash in reserve fund and Banks.Parties agree that any cash in the reserve fund or in any of the bank or investment accounts of DZ, SIM and SAM which belong to any of the companies of the same corporate group than SELLERS, shall be transferred as soon as possible, to the company which provided such funds to DZ, SIM and SAM, since such asset is not part of the subject matter of this purchase.

FIFTH.Empl oyees.Parties agree that on this date on which the transfer of the SHARES takes place, DZ has no hired employees or workers, SIM has 10 (ten) hired empl oyees and SAM has 2 (two) hired employees; reason why the transfer of SHARES shall on l y represent a labor responsibility for PURCHASERS with respect to the referred employees of SIM and SAM, with respect to wh om PURCHASERS state that they are aware of the labor terms and conditions under which those employees were hired, agreeing to assume from the date hereof, any responsibility in labor, tax, social security and other applicable matters with respect to such labor relationships with SIM’s and SAM’s employees.

S IXTH.G u arant y by SELLERS.PURCHASERS acknowledge that given that established in declara tion II.7 of this Agreement, from February 7, 2012 and during all the process of purchase of the SHARES, PURCHASERS had the sufficient o p portuni ty to become aware of the

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Exhibit 10.13

complete situation of DZ, SIM and SAM; likewise, PURCHASERS are aware of the co ndi t ions representing the acquisition of one or more businesses in operation and that, therefore, SELLERS do not grant any guaranty to PURCHASERS, particular ly with r espect t o the viabili ty or future success of the mining pro j ects and operations of DZ, SIM and SAM; therefore, PURCHASERS hereby release SELLERS from any responsibility and PURCHASERS do not reserve for themselves any action or right to exercise in the future against SELLERS nor their shareholders, directors, officers, external advisors, regarding the purchase of the SHARES subject matter of this Agreement.

S EVENTH.Condi tion Subsequent.Pursuant to that stated by both Parties in declara tion III.1 of this Agreement, SELLERS and PURCHASERS agree that the purchase of SHARES subject matter of this Agreement is subject to a condition subsequent consisting of the company RPG Structured Finance SaRL not acquir ing as of January 30, 2014, from Vista Gold Corp. the totality of certain collection rights held by Vista Gold Corp., pursuant to the terms agreed upon by the parties under the Contra c t of Assignment of Loan, in which event this Agreement shall be considered definitively resolved for all legal effects, pursuant to that established in Article 1940 and all related and applicable articles of the Federal Civil Code, as su p pletory of the Commerce Code, and the following shall be observed:

| 1. |  | Fulfillment of Condition Notice.If within 5 (five) working days following January 31, 2014, PURCHASERS receive at their domicile a written notice from Vista Gold Corp., by means of which the latter informs that RPG Structured Finance SaRL did not acquire the totality of the referred collection rights from Vista Gold Corp., in terms of the Loan Agreement, the purchase of SHARES subject matter of this Agreement shall be immediately resolved, turning things to their former condition as prior to the execution of this Agreement, as though this purchase of SHARES would have n ever existed, being PURCHASERS obligated in an irrevocable manner to carry out all necessary acts to turn things to their former condition as prior to the execution of this Agreement, except for that referred to the fulfillment of PURCHASERS’ obligations expressly agreed in this Agreement, as well as in the Termination Agreement.

| 2. |  | Return of Stock Certificates.Within 3 (t hree) working days following the fulfillment of the condition subsequent notice pursuant to that established under section 1 above, PURCHASERS must return to SELLERS the stock certificates representi ng the SHARES which have been delivered in terms of Clause Third of this Agreement, pursuant to the following: (A) INVECTURE shall return to DZHC: (i) stock certificates 1 and 2 representi ng 103,963,885 SHARES of D Z; (ii) stock certificate 1-B representi ng 499 SHARES of SIM; and (iii) stock certificate 1-B representi ng 499 SHARES of SAM, cance l l ing the endorsement s made in favor of PURCHASERS; and (B) FCMM shall return to GRANGES: (i) stock certif i cate 3 representi ng a SHARE of DZ; (ii) stock certificate 2-B representi ng a SHARE of S IM; and (iii) stock certificate 2-B representi ng a SHARE of SAM, cance l l ing the endorsements made in favor of PURCHASERS; and in addition, PURCHASERS shall give instructions necessary to make the corresponding notes in the respective Stock Registry Books of DZ, SIM and SAM.

| 3. |  | Return of Price. Parties agree that, considering the time in which PURCHASERS have been in charge of the management, control and operation of DZ, SIM and SAM, and that the fulfillment of the condition subsequent depends o n the will of a third party different from SELLERS, the price paid by PURCHASERS shall remain in benefit of SELLERS, therefore, from this date, Parties are fully in agreement that the return of th e price shall not take place.

| 4. |  | Empl oy e e s.Parties agree that on the date on which the condition subsequent herein contained is fulfilled, having as a consequence the definitive resolution of this purchase of SHARES, SELLERS shall once again a s sume any labor responsibility only with respect to those employees of SIM and SAM whom being hired by said companies prior to October 16, 2013 continue rendering their services to said companies on the date this Agreement be 5-7

Exhibit 10.13

resolved, accepting SELLERS to assume from th at date, any responsibility in labor, tax, social security and other applicable matters in relation to the referred labor relationships.

The foregoing means that, regarding: (i) those employees of SIM and SAM whom between October 16, 2013 and the date this Agreement is resolved, resign or are fired and with respect to whom PURCHASERS have assumed the respective labor responsibility; and (ii) those empl oyees and workers of DZ, SIM and SAM being hired after October 16, 2013, PURCHASERS shall be and shall continue to be the sole respons i ble of their relocation in other companies of their same group or if applicable, to pay them the corresponding in demnifications, being PURCHASERS responsible for the compliance of all obligations in the labor, tax, social security and other applicable areas with respect to the employees and workers of DZ, SIM and SAM mentioned in this paragraph.

5.Additional effects of resolution of this Agreement.Within 3 (t hree) working days following the notification of the fulfillment of the condition subsequent, pursuant to that established in section 1 of this Clause Seventh, INVECTURE obliga tes itself in an irrevocable manner, to transfer to DZHC, i n a pr ice o f USD$10.00 (Ten d ol lars 00/100 currency of the United States of America), a n ordinar y, nominativ e, unique S erie s share, with no par value, fully subscribed and paid, representing 0.00000096% of the capital s t oc k of DZ and with respect to which it is titleholder from Feb r uary 7, 2012, and it is covered by stock certificate 4, endo r s ed in property in favor of DZHC.

EIGHTH.Taxes.Parties agree that all taxes, rights and other tax burdens that may arise as a consequence of the execution of this Agreement, shall be the responsibility of the party obligated ther e of, according to the legal applicable provisions.

I n relation to the foregoing, since SELLERS are residents in Canad a for tax purposes, according to Articles 26 of the Federal Tax Code and 190 of the Income Tax Law, PURCHASERS hereby withhold 25% (Twenty fi v e percent) of the total price agreed upon in this Agreement, as definitive Income Tax for the sale of the SHARES subject matter of this transaction, which tax PURCHASERS are obligated to pay to the Mexican competent tax authorities, in the terms established in the applicable legal provisions, releasing SELLERS from any liability deriving from the withholding or payment of such tax.

N INETH.Notifica t ions.All com m unica t ions, notifica t ions and notices between the P art i es pursuant to this Agreement shall be made in writing, delivered at their domiciles in an authentic manner and, to such effect the Parties desig n ate the following domicil e s:

SELLERS | PURCHASERS
DZHC and GRANGE S | I NVECTURE and FCMM
Desarrollos Zapal Holdings Corp. and/o r Granges Inc. 7961 Shaffer P ar kw a y, Suite 5 Littleton, CO 80127 A t t’n: Frederick H. Earnest | Invecture Group, S.A. de C.V. and/o r Frontera Cobre del Mayo M e xico, S.A. de C.V. Montes Ura les No. 750, 3er Piso, Local A Col. Lomas de Chapultepec 11000 M e xico, D.F. A t t’n: Michael John Detmold Macphee

Any notice, notification or document personally delivered shall be considered as delivered and received on the date of delivery to the addressee and, in the event such document is sent by certified mail return receipt requested, specialized courier service, by facs i mile o r any other similar communication mea n, shall be considered as delivered on the date on which such document has been effectively rec eived at the domicile of the corresponding addressee.

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Exhibit 10.13

Any change of domicil e o r of representat iv e shall be communicated in writing, delivered in an authentic manner, being expre s sly agreed that, in the event any p art y does not n otif y to the other of any change of domicile, it shall be understood that all notifications made at the last domicile designated by the addressee shall be fully valid and effective.

TENTH.Amendments.N o amendments or waiv ing of any of the terms and conditions of this Agreement shall be effective unless evidence d in writing and signed by the legal representatives of the Parties having sufficient authority thereof.

ELEVENTH.Lack of Injury.Regardless of the nature of this Agreement, the Parties expressly declar e that no injury exists in the agreements herein contained and, in case it would exist, the Parties expressly waive the right to request the relative nullity under Articles 2228 and 2239 of the Civil C ode for the Federal District and the corresponding articles of the Federal Civil Code and the codes of all the states of the Mexican United States.

TWELFTH.A p plicable Laws and Jurisdic tion.This Agreement is entered into in terms of the laws in force in the Mexican United States, it is of a mercantil e nature and it is executed pursuant to that indicated in Article 78 of the Commerce C ode, therefore, for all that not expressly agreed in this document and for the interpretation and compliance of same, the applicable legal provisions in the Mexican United States shall apply, specially the provisions of the Commerce Code, as well as the Federal Civil Code, as suppletory law; in case of any controversy arising out, deriv ing from or related to this Agreement, the P arties agree to submi t themselves to the jurisdic tion of the competent Federal Courts in Mexico City, waiving to any other jurisdic tion that may correspond to them for their present or future domicil e s o for any other reason whatsoever.

THRITEENTH.Total A greement.This Agreement constitutes the total agreement between the Parties.

FORTEENTH.Headings.Parties acknowledge that the headings used for the clauses of this Agreement are only provided to facilitate the reading of this document; therefore, such headings have no interpretati ve or related value.

Having the Parties read this Agreement; they sign and ratify same in its totality in four sets in Mexico City, Federal District on October 16, 201 3.

SELLERS PURCHASERS

Desarrollos Zapal Holdings Corp. Invecture Group, S.A. de C.V.

Granges Inc. Frontera Cobre del Mayo México, S.A. de C.V.

(i llegible signature) (illegible signature)

Frederick H. Earnest Arturo Rosas Barrientos

A ttorney-in-law and Legal Representat iv e A ttorney-in-law and Legal Representat iv e

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