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Re: souzagotcha post# 175894

Friday, 05/20/2011 2:04:04 AM

Friday, May 20, 2011 2:04:04 AM

Post# of 221883
answers in this;
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.

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