-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T47tyHbum8lGe0f2pxz4JNzNt2iAET9+UaRXm1T4vb3fdpjRxOW/1HH8uYb+SVSn 3tC4ruprK9OuvIrttryXNg== 0000950147-01-500852.txt : 20010511 0000950147-01-500852.hdr.sgml : 20010511 ACCESSION NUMBER: 0000950147-01-500852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010424 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON MINING CO CENTRAL INDEX KEY: 0000080327 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 826008727 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04026 FILM NUMBER: 1628728 BUSINESS ADDRESS: STREET 1: 413 CEDAR STREET CITY: WALLACE STATE: ID ZIP: 83873 BUSINESS PHONE: 2087521131 MAIL ADDRESS: STREET 1: 413 CEDAR ST CITY: WALLACE STATE: ID ZIP: 83873 8-K 1 e-6769.txt CURRENT REPORT DATED 4/24/2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2001 PRINCETON MINING COMPANY (Exact name of registrant as specified in its charter) IDAHO 82-6008727 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 001-04026 (Commission File Number) 111 South Main Street, Suite 127 Grapevine, TX 76051 (Address of principal executive offices) (Zip Code) 817-410-5762 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT On April 24, 2001, a change in control of Princeton Mining Company occurred pursuant to a Stock Purchase Agreement regarding the sale of 6,250,000 shares of common stock, which represented 65.3% of the total issued and outstanding shares of the Company. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 24, 2001, Princeton Mining Company acquired 100% of the issued and outstanding shares of Brittany Enterprises, Inc. in consideration for 18,000,000 newly issued common shares of Princeton Mining Company. ITEM 3. BANKRUPTCY OR RECEIVERSHIP None. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. None. ITEM 5. OTHER EVENTS. The Company has changed its principal offices to 1111 South Main Street, Suite 127, Grapevine, TX 76051, telephone 817-410-5762, facsimile: 817-410-5763. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTOR'S On April 24, 2001, the Company accepted the resignations of H. James Magnuson, R.M. MacPhee, Dale B. Lavigne, and Donald H. Grismer. Dennis O'Brien remained as a Director. The new Board of Directors consists of Randy Howell and Mr. O'Brien. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. To be filed by amendment no later than 60 days from the date of this report. (b) Pro Forma Financial Information of the Merged Companies. To be filed by amendment no later than 60 days from the date of this report. (c) Exhibits. 1. Stock Purchase Agreement dated April 24, 2001 regarding the change in control of Princeton Mining Company. 2. Stock Purchase Agreement dated April 24, 2001 regarding the acquisition of Brittany Enterprises, Inc. ITEM 8. CHANGE IN FISCAL YEAR None. ITEM 9. REGULATION FD DISCLOSURE None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 24, 2001 Princeton Mining Company By: /s/ Dennis O'Brien ---------------------------------- Dennis O'Brien, Director EX-1 2 ex1.txt STOCK PURCHASE AGREEMENT - PRINCETON MINING CO Exhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is dated as of April 24, 2001, by and among Lakewood Development Corp., a Nevada corporation, Paul Johnson, Amy Gordon, Lee White, Diane Golightly, or assigns ("Buyers") and David B. Stocker, Esq., as authorized counsel for R.M. McPhee, as trustee, and H.F. Magnuson, individually, or assigns ("Sellers"). WHEREAS, Sellers own approximately 6,423,340 shares of the $0.10 par value common stock of Princeton Mining Company, an Idaho corporation (the "Company"); and WHEREAS, Buyers desire to purchase, and the Sellers desire to sell 6,250,000 shares of such common stock (the "Company Shares") from Sellers in exchange for Two Hundred Seventy-Five Thousand Dollars ($275,000.00), subject to the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the foregoing recitals are true and correct and further agree as follows: 1. Purchase and Sale. On the Closing (as provided in Section 2 herein), Sellers shall sell, assign, transfer, convey and deliver the Company Shares to Buyers, free and clear of any and all liens, claims and encumbrances, and Sellers shall evidence such transaction by delivering to Buyers certificates for the Company Shares, duly endorsed to Buyers, with all applicable documentary stamp and/or transfer taxes paid by Seller. The Buyers' shares shall be divided as follows: Lakewood Development Corp. 1,000,000 Paul Johnson 1,350,000 Amy Gordon 1,350,000 Lee White 1,250,000 Diane Golightly 1,250,000 ---------- Total: 6,200,000 Page 1 of 8 The remaining 50,000 shares shall be divided as follows: Ken Wiseman 10,000 R. Cord Beatty 10,000 Cynthia D. Phillips 10,000 David B. Stocker 10,000 Rick Yagi 5,000 Terry Dunne 5,000 ---------- Total: 50,000 The 173,340 shares that the Sellers will retain shall be divided as follows: Kathleen J. Magnuson Trust 32,168 H. James Magnuson Trust 32,168 Mary E. Magnuson Trust 32,168 Thomas R. Magnuson Trust 32,168 John F. Magnuson Trust 32,168 Dale B. Lavigne 2,500 R.M. MacPhee 2,500 Mark W. Absec 2,500 Sharon Arthur 2,500 Dennis O'Brien 2,500 ---------- Total: 173,340 Upon the terms and subject to the conditions of this Agreement, the parties agree that the purchase price for the Company Shares shall be Two Hundred Seventy-Five Thousand Dollars ($275,000.00) (the "Purchase Price"). The Purchase Price shall be paid as follows; wire transfer or cashier's check. 2. Closing and Closing Agreements. 2.1 The Closing (the "Closing') of the purchase and sale of the Company Shares shall occur within two days of the execution of this Agreement, unless the parties mutually agree in writing to extend the date of Closing. 2.2 At the Closing the Sellers shall deliver to the Buyers the certificates representing the Company Shares, along with a stock power duly endorsed for transfer in order to sell, transfer, convey and assign the Company Shares upon the payment of all cash sums specified in Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Buyers in order to consummate the transactions contemplated by this Agreement (the "Closing Documents"). Page 2 of 8 2.3 The Buyers shall deliver to the Sellers the Purchase Price in accordance with Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. 2.4 The Sellers shall deliver the Closing Documents to the Buyers and the Buyers shall remit the Purchase Price to the Sellers. If the Sellers fail to deliver the Closing Documents or the Buyers fails to deliver the Purchase Price at the Closing, this Agreement shall be void and of no affect. 2.5 At or subsequent to the Closing, the parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby. 3. Seller's Representations and Warranties. In order to induce Buyers to enter into this Agreement and purchase the Company Shares, Sellers make the following representations and warranties to Buyers, which representations and warranties shall be true and correct as of the Closing Date as well as on the date hereof: 3.1 Sellers have full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Sellers, unforeseeable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby requires the approval or consent of any third party, whether governmental or otherwise. 3.2 Sellers are the only legal, record and beneficial owner of the Company Shares. The Company Shares are free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. Upon the conveyance of the Company Shares, the Buyers will be vested with legal and valid title to the Company Shares, free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. At the Closing, Sellers will no longer be affiliates of the Company, and will have held the restricted Company Shares since May 13, 1999 and July 27, 1999. 3.3 There is no outstanding right, agreement, shareholder's agreement, power of attorney, commitment or understanding of any nature whatsoever, that (i) calls for the issuance, sale, pledge or other disposition of any stock constituting the Company Shares, (ii) obligates the Sellers to enter into any of the foregoing or (iii) relates to the voting or control of such Company Shares. Page 3 of 8 3.4 The execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement will not conflict with, or constitute or result in a breach, default or violation of (i) the Articles of Incorporation or Bylaws of the Company; (ii) any law, ordinance, regulation or rule applicable to Sellers or the Company; (iii) any order, judgment, injunction or other decree by which Sellers or the Company is bound; or (iv) any written or oral contract, agreement, or commitment to which Sellers or the Company is a party; nor will such execution, delivery and performance result in the creation of any liens or encumbrance upon the Company Shares. 3.5 The representations and warranties contained in this Section do not contain any untrue statement of a material fact or omit to state a material fact required or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading. 4. Buyers's Representations and Warranties. In order to induce Sellers to enter into this Agreement and sell the Company Shares, Buyers make the following representations and warranties to Sellers, which representations and warranties shall be true and correct as of the Closing Date as well as the date hereof: 4.1 Buyers have all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby requires the approval or consent of any third party. 4.2 This Agreement constitutes the legal, valid and binding obligation of Buyers enforceable in accordance with its terms. 5. Conditions to Buyers's Obligations. The obligations of Buyers to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions as Buyers may waive: 5.1 Sellers shall have complied in all material respects with all of its agreements and covenants contained herein required to be complied with at or prior to the Closing Date, and all the representations and warranties of Sellers contained herein shall be true on and as of the Closing Date with the same effect as though made on and as of the Closing Date. 5.2 All action (including notifications and filings) that shall be required to be taken by Sellers in order to consummate the transactions contemplated hereby shall have been taken and all contents, approvals, authorizations and exemptions from third parties (if any) that shall be required in order to enable Sellers to consummate the transactions contemplated hereby shall have been duly obtained. Page 4 of 8 5.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result therefor shall be pending or threatened as of the Closing Date. 5.4 Buyers shall have received from the Sellers all of the documents and items required to be delivered at Closing as provided in Section 2.2 herein. 6. Conditions to Seller's Obligations. The obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions as Sellers may waive: 6.1 Buyers shall have complied in all material respects with all of its agreements contained herein required to be complied with at or prior to the Closing Date, and all of the representations and warranties of Buyers contained herein shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date. 6.2 All action (including notifications and filings) that shall be required to be taken by Buyers in order to consummate the transactions contemplated hereby shall have been taken, and all consents, approvals, authorizations and exemptions from third parties that shall be required in order to enable Sellers to consummate the transactions contemplated hereby shall have been duly obtained. 6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by any government agency to enjoin the transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of the Closing Date. 6.4 Sellers shall have received from the Buyers all of the documents and other items required to be delivered at Closing as provided in Section 2.3 herein. 7. Survival and Indemnification. Page 5 of 8 7.1 The representations, warranties, covenants and agreements contained herein to be performed or complied with after the Closing shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive until the expiration of such specified term. 7.2 From and after the closing Date, the Sellers and the Company, and the Buyers, as the case may be, shall indemnify and hold harmless the other (the party seeking indemnification being referred to as the "Indemnified Party") from and against any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel, arising out of or resulting from the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto, or in the case of the Sellers or the Company, any claim arising from any action prior to the Closing Date, by the party against whom indemnification is sought (the "Indemnifying Party"). 7.3 The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claims for indemnification, specifying in detail the basis of such claim, the facts pertaining thereto and, if known, the amount, or an estimate of the amount, of the liability arising therefrom. The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter all information and documentation necessary to support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to all books and records in the possession or control of the Indemnified Party or any of its affiliates which the Indemnifying Party reasonably determines to be related to such claim. 8. Notices. Any notices, requests, demands and other communications required or permitted to be given hereunder must be in writing and, except as otherwise specified in writing, will be deemed to have been duly given when personally delivered or facsimile transmitted, or three days after deposit in the United States mail, by certified mail, postage prepaid, return receipt requested, as follows: If to Buyers: Mark White LAKEWOOD DEVELOPMENT COMPANY 1701 West Northwest Highway Grapevine, TX 76051 Telephone: 888-906-1366 Facsimile: 972-894-9063 Page 6 of 8 If to Sellers: David B. Stocker, Esq. 4745 North Seventh Street Suite 234 Phoenix, AZ 85014 Telephone: 602-235-9080 Facsimile: 602-235-9040 Or to such other addresses or facsimile numbers as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section 8) to the other. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof. 10. Benefits Binding Effect; Assignment. This Agreement is for the benefit of and binding upon the parties hereto, their respective successors and, when applicable, assigns. Neither party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior approval of the other party. 11. Waiver. No waiver of any of the provisions of this Agreement will be deemed to constitute or will constitute a waiver of any other provisions hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly so provided. 12. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person or entity other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 13. Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation or any provisions of this Agreement. 14. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which will be deemed to be one and the same instrument. 15. Disputes. All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be filed and heard only in the state courts of Arizona. Page 7 of 8 16. Remedies Cumulative. No remedy made available by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy is cumulative and is in addition to every other remedy given hereunder or new or hereunder existing at law or in equity. 17. Equitable Remedies. Seller acknowledges and agrees that Buyers will not have an adequate remedy at law in the event of any breach by Seller of this Agreement, and that, therefore, Buyers shall be entitled, in addition to any other remedies which may be available to it, to injunctive and/or other equitable relief to prevent or remedy a breach, with the posting of any bond in connection therewith being hereby waived. 18. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Arizona. IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written. BUYERS: LAKEWOOD DEVELOPMENT COMPANY By: -------------------------------- Mark White Authorized Representative for Buyers SELLERS: By: -------------------------------- David B. Stocker, Esq. Authorized Representative for Sellers Page 8 of 8 EX-2 3 ex2.txt STOCK PURCHASE AGREEMENT - BRITTANY ENTERPRISES Exhibit 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 24th of April, 2001, by and among PRINCETON MINING COMPANY, an Idaho corporation (hereinafter referred to as "Buyer"); and Randy Howell (hereinafter referred to as "Seller"), being the sole stockholder of Brittany Enterprises, Inc. a Nevada corporation (the "Company"). WHEREAS, Seller is the owner of record and beneficially owns Two Million (2,000,000) shares of the issued and outstanding shares of Common Stock of the Company (the "Shares"); and WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer desires to purchase the Shares, upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. SALE AND PURCHASE OF THE SHARES 1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares listed in Exhibit "A", attached hereto. 1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to take place at 11:00 o'clock a.m., at the offices of Seller's counsel on April 24, 2001 ("Closing Date"). 1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for the Shares shall be Eighteen Million (18,000,000) shares of Common Stock of the Buyer ("Buyer's Shares"). The Purchase Price shall be paid at Closing, by issuance and delivery of Buyer's Shares to Seller against receipt of certificates representing the Shares, duly endorsed for transfer to Buyer. 1.4 OTHER AGREEMENTS. At the Closing, the indicated parties shall execute and deliver the following additional agreements in substantially the form attached hereto: (a) Appointment of Randy Howell as Director/President and Buyer=s receipt of resignations of all officers and/or directors of Buyer except for Dennis O=Brien. (b) Stock certificates representing all of the Shares, duly endorsed to Buyer and in blank or assignments separate from the certificates, transferring the Shares from Seller to Buyer, copies of which are attached hereto as Exhibit "B". 1 1.5 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other agreement listed in paragraph 1.4, are sometimes referred to as the "Basic Agreements". The transactions contemplated by the Basic Agreements are sometimes referred to as the "Transactions". II. REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, with respect to the Shares owned by Seller, as follows: (a) TITLE TO THE SHARES. At Closing, Seller shall own of record and beneficially the number of the Shares listed in Exhibit "A", of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares. (b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for his or her own account, for investment purposes only, and not with a view to the sale or distribution of any part thereof, and Seller has no present intention of selling, granting participation in, or otherwise distributing the same. Seller understands the specific risks related to an investment in the shares of Buyer, especially as it relates to the financial performance of Buyer. 2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller as follows: (a) ORGANIZATION. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Idaho. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business. Buyer is duly qualified and in 2 good standing as a foreign corporation in each jurisdiction where its ownership of property or operation of its business requires qualification, except where the failure to be qualified would not have a material adverse effect on the Company. (b) AUTHORIZED CAPITALIZATION. The authorized capitalization of Buyer consists of 29,000,000 shares of $.001 par value Common Stock, of which Nine Million Five Hundred Thousand (9,500,000) shares have been issued and are outstanding. There are One Million (1,000,000) authorized Preferred shares with none outstanding. Buyer's Shares have been duly authorized, validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by Buyer in compliance with all applicable state and federal laws. Buyer does not have any outstanding rights, options, warrants, calls, commitments, conversion or any other agreements of any character, whether oral or written, obligating it to issue any shares of its capital stock, whether authorized or not. Buyer is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in, or any right to share, participate in or receive any portion of, Buyer's income, profits or assets, or obligating Buyer to distribute any portion of its income, profits or assets. (c) AUTHORITY. Buyer has full power and lawful authority to execute and deliver the Basic Agreements and to consummate and perform the Transactions contemplated thereby. The Basic Agreements constitute (or shall, upon execution, constitute) valid and legally binding obligations upon Buyer, enforceable in accordance with their terms. Neither the execution and delivery of the Basic Agreements by Buyer, nor the consummation and performance of the Transactions contemplated thereby, conflicts with, requires the consent, waiver or approval of, results in a breach of or default under, or gives to others any interest or right of termination, cancellation or acceleration in or with respect to, any material agreement by which Buyer is a party or by which Buyer or any of its material properties or assets are bound or affected. 3 (d) INVESTMENT INTENT. Buyer is acquiring the Shares for its own account, for investment purposes only, and not with a view to the sale or distribution of any part thereof, and Buyer has no present intention of selling, granting participation in, or otherwise distributing the same. Buyer understands the specific risks related to an investment in the Shares, especially as it relates to the financial performance of the Company. (e) BUYER'S FINANCIAL STATEMENTS. Buyer's Financial Statements are complete, were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods and fairly present the financial position of Buyer as of December 31, 2000. (f) NO LIABILITIES. Except as set forth in Exhibit AB@, attached hereto, Buyer is not aware of any liabilities for which it is liable or will become liable in the future. (g) MATERIAL CONTRACTS. Buyer has no purchase, sale, commitment, or other contract, the breach or termination of which would have a materially adverse effect on the business, financial condition, results of operations, assets, liabilities, or prospects of Buyer. (h) NO LITIGATION. There are no actions, suits, claims, complaints or proceedings pending or threatened against Buyer, at law or in equity, or before or by any governmental department, commission, court, board, bureau, agency or instrumentality; and there are no facts which would provide a valid basis for any such action, suit or proceeding, which, if determined adversely to the Company, would have a material adverse effect on the Company. There are no orders, judgments or decrees of any governmental authority outstanding which specifically apply to Buyer or any of its assets. (i) DISCLOSURE STATEMENT. The information in the Disclosure Statement being provided to the members of Seller is true and correct in all material respects and contains no misstatements or omissions of material fact. 4 (j) NO OPERATIONS. Buyer does not currently have any business operations or material assets. III. COVENANTS 3.1 COVENANTS OF BUYER. Buyer covenants and agrees to perform the following acts: (a) NO INDEBTEDNESS. Buyer will not create, incur, assume, guarantee or otherwise become liable with respect to any obligation for borrowed money, indebtedness, capitalized lease or similar obligation, except in the ordinary course of business consistent with past practices, where the entire net proceeds thereof are deposited with and used by and in connection with the business of Buyer. (b) NO SECURITIES ISSUANCES. Buyer will not issue any shares of any class of capital stock, or enter into any contract, option, warrant or right calling for the issuance of any such shares of capital stock, or create or issue any securities convertible into any securities of Buyer except for the transactions contemplated herein. (c) NO DIVIDENDS. Buyer will not declare, set aside or pay any dividends or other distributions of any nature whatsoever. (d) CONTRACTS. Buyer will not enter into or assume any contract, agreement, obligation, lease, license, or commitment except in the ordinary course of business consistent with past practice or as contemplated by this Agreement. (e) CAPITAL COMMITMENTS. Buyer will not make or commit to make any material capital expenditure, capital addition or capital improvement. (f) CONSENTS. Buyer will use its best good faith efforts to obtain the consent or approval of each person or entity whose consent or approval is required for the consummation of the Transactions contemplated hereby and to do all things necessary to consummate the Transactions contemplated by the Basic Agreements. 5 IV. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE The obligation of Buyer to close the Transactions contemplated hereby is subject to the fulfillment by Seller prior to Closing of each of the following conditions, which may be waived in whole or in part by Buyer: 4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties of Seller contained in this Agreement shall have been true and correct when made and shall be true and correct as of the Closing with the same force and effect as if made at the Closing. Seller shall have performed all agreements, covenants and conditions required to be performed by Seller prior to the Closing. 4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative proceeding before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby. 4.3 DOCUMENTS TO BE DELIVERED BY SELLER. The Company and Seller shall have delivered the following documents: (a) Stock certificates representing all of the Shares, duly endorsed to Buyer and in blank or accompanied by duly executed stock powers. (b) Such other documents or certificates as shall be reasonably required by Buyer or its counsel in order to close and consummate this Agreement. 6 V. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER TO CLOSE The obligation of Seller to close the Transactions is subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller: 5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing. 5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby. 5.3 OTHER AGREEMENTS. All parties other than Seller shall have executed and delivered the Basic Agreements. 5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to be issued at the Closing by Buyer pursuant to all the Basic Agreements. 7 VI. MODIFICATION, WAIVERS, TERMINATION AND EXPENSES 6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this Agreement in any manner as they may mutually agree in writing. 6.2 WAIVERS. Buyer and Seller may in writing extend the time for or waive compliance by the other with any of the covenants or conditions of the other contained herein. 6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and the purchase of the Shares may be abandoned before the Closing: (a) By the mutual consent of Seller and Buyer; (b) By Buyer, if the representations and warranties of Seller set forth herein shall not be accurate, or the conditions precedent set forth in Article V shall have not have been satisfied, in all material respects; or (c) By Seller, if the representations and warranties of Buyer set forth herein shall not be accurate, or the conditions precedent set forth in Article V shall not have been satisfied in all material respects. Termination shall be effective on the date of receipt of written notice specifying the reasons therefor. VII. MISCELLANEOUS 7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit or other document delivered pursuant to this Agreement shall survive the Closing for a period of two (2) years. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing. 8 7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and the certificates and other instruments delivered by or on behalf of the parties pursuant thereto, constitute the entire agreement between the parties. The terms and conditions of the Basic Agreements shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successor and assigns of the parties hereto. Nothing in the Basic Agreements, expressed or implied, confers any rights or remedies upon any party other than the parties hereto and their respective heirs, legal representatives and assigns. Whenever Seller is authorized to act hereunder, any action authorized by members of Seller holding a majority of the Shares shall be deemed the act of and binding on all members of Seller. 7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will be construed under, the laws of the State of Texas. 7.4 NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and will be deemed to have been duly given when delivered or mailed, first class postage prepaid: (a) If to Seller, to: Brittany Enterprises, Inc. 111 South Main Street, Suite 127 Grapevine, TX 76051 Telephone: (817) 410-5762 Fax: (817) 410-5763 (b) If to Buyer, to: David B. Stocker, Esq. Suite 234 Valley Commerce Center 4745 North Seventh Street Phoenix, AZ 85014 Telephone: (602) 235-9080 Fax: (602) 235-9040 9 These addresses may be changed from time to time by written notice to the other parties. 7.5 HEADINGS. The headings contained in this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement. 7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. 7.7 SEVERABILITY. If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable under applicable law this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The remaining provisions of this Agreement shall be given effect to the maximum extent then permitted by law. 7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable remedy or right available to a party shall not constitute a waiver of such right, nor shall any such forbearance, failure or actual waiver imply or constitute waiver of subsequent default or breach. 7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal proceeding based upon this Agreement shall be entitled to reasonable attorneys' fees and expenses and court costs. 7.10 EXPENSES. Each party shall pay all fees and expenses incurred by it incident to this Agreement and in connection with the consummation of all transactions contemplated by this Agreement. 7.11 INTEGRATION. This Agreement and all documents and instruments executed pursuant hereto merge and integrate all prior agreements and representations respecting the Transactions, whether written or oral, and constitute the sole agreement of the parties in connection therewith. This Agreement has been negotiated by and submitted to the scrutiny of both Seller and Buyer and their counsel and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight being given to its having been drafted by either party hereto or its counsel. 10 IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this Agreement on the date first written above. "BUYER" PRINCETON MINING COMPANY BY: ------------------------------------- DAVID STOCKER, ATTORNEY IN FACT "SELLER" BY: ------------------------------------- RANDY HOWELL 11 -----END PRIVACY-ENHANCED MESSAGE-----