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ARTICLE I
SALE OF SHARES AND CLOSING DATE
1.01 Shares. Subject to the terms and conditions hereinafter set forth,
Purchaser hereby agrees to purchase the Shares from Seller for the Purchase
Price (as defined below) and Seller agrees to sell the Shares to Purchaser for
the Purchase Price.
1.02 Purchase Price. (a) The purchase price for the Bouse Shares shall be
12,096,115 shares of Purchaser's Class A Preferred Stock, valued at $16.00 per
share (the liquidation preference), having the terms and conditions set forth in
Exhibit A hereto (the "Class A Shares"). This equates to US$193,537,839 or
US$0.3788 per share of common stock of Bouse Gold, Inc. The purchase price for
the South Copperstone Shares shall be 29,334,212 shares of Purchaser's Class B
Preferred Stock, valued at $2,20 per share (the liquidation preference) and
having the terms and conditions set forth in Exhibit B hereto share (the "Class
B Shares"). This equates to US$64,535,268 or US$0.06263 per share of common
stock of South Copperstone, Inc. (The "Class A Shares" and the "Class B Shares"
are sometimes referred to herein as the "Preferred Shares"). The Preferred
Shares will be delivered by Purchaser, and the Shares will be delivered by
Seller, at the Closing (as that term is defined in paragraph 1.03). The price
per Share set forth in this Section 1.02, which is a combined transaction value
of $258,073,107 or $0.003449 per share of common stock of Western's corporate
parent, is final and shall not be subject to adjustment based on future changes
in the price of gold.
(b) In addition, Purchaser will assume the loan accounts owed by Bouse Gold,
Inc. and by South Copperstone, Inc. as of the date of Closing.
1.03
