Farrell Daniel T – ‘SC 13D’ on 9/9/02 re: Quincy Energy Corp – EX-2

On:  Monday, 9/9/02, at 5:43pm ET   ·   As of:  9/10/02   ·   Accession #:  1180243-2-5   ·   File #:  5-78431

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              4±    21K 
 2: EX-1        Underwriting Agreement                                 3±    12K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      3±    12K 
                          Liquidation or Succession                              

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

SHARE PURCHASE AGREEMENT              

THIS AGREEMENT is made this 16th day of August, 2002 by and between GORDON      
KRUSHNISKY of 1088 Ferguson Road, Delta, British Columbia, V4L 1X1 (the         
"Vendor") and DAN FARRELL of 309 Center Street, Hancock, MI, 49930 USA (the     
"Purchaser") for the purpose of setting forth the terms and conditions upon     
which the Vendor will sell to the Purchaser 3,000,000 shares of the common      
stock (the "Shares") of Quincy Resources Inc. (the "Company")                   

In consideration of the mutual promises, covenants, representations and         
warranties contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:               

Purchase and Sale of Shares                                                     

1. Subject to the terms and conditions of this Agreement, the Vendor hereby     
agrees to sell, and the Purchaser hereby agrees to purchase, on the Closing     
Date (as defined herein), the Shares for the sum of US$3,000 (the "Purchase     
Price").                                                                        

Representation and Warranties of the Vendor                                     

2. The Vendor hereby represents and warrants to the Purchaser, with the         
understanding that the Purchaser is relying on such representations and         
warranties in entering into this Agreement, that:                               

(a) the Shares are owned by the Vendor as the beneficial owner thereof with     
good and marketable title thereto free and clear of all mortgages, liens,       
charges, security interests, adverse claims, charges, encumbrances, and         
demands whatsoever and that none of the Shares are or will be subject to any    
voting trust or agreement and that no person holds or has the right to          
receive any proxy or similar instrument with respect to such Shares;            

(b) the Vendor has the legal capacity to enter into this Agreement and to       
sell, assign, transfer, and convey the Shares so owned by him pursuant to       
this Agreement and the Vendor has the exclusive right to dispose of the         
Shares; and                                                                     

(c) this Agreement has been duly executed and delivered by the Vendor, and      
constitutes a valid and binding obligation of the Vendor enforceable against    
the Vendor in accordance with its terms.                                        

Closing                                                                         

3. Closing of the purchase and sale of the Shares shall be effected by the      
delivery by the Vendor or his counsel of a certificate or certificates          
representing the Shares, duly endorsed in blank for transfer with the           
registered holder's signature properly medallion guaranteed or with a duly      
executed and medallion guaranteed stock power of attorney, together with a      
copy of this Agreement duly executed by the Vendor, to counsel for the          
Purchaser and by the concurrent delivery by counsel to the Purchaser of a       
trust cheque made payable to the counsel for the Vendor, "In Trust" in the      
amount of the Purchase Price (such date being the "Closing Date").              

Resignations                                                                    

4. On the Closing Date the Vendor agrees to appoint the Purchaser as the sole   
officer of the Company and, subject to the Company filing the Notice required   
by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, appoint    
the Purchaser as director of the Company and tender his resignation as          
director of the Company.                                                        

Filings                                                                         

5. As soon as practicable after the Closing Date the Vendor will file with      
the Securities and Exchange Commission a Form 4, Insider Report and such        
other documents as may be required under the Securities Exchange Act of 1934,   
such filings being at the sole cost and expense of the Vendor.                  

Miscellaneous                                                                   

6. Time shall be of the essence of this Agreement.  This Agreement contains     
the whole agreement between the parties hereto and there are no warranties,     
representations, terms, conditions or collateral agreements expressed,          
implied or statutory.  The parties agree to do such further acts and things     
as may be necessary to give effect to the foregoing.  This Agreement may be     
signed in one or more counterparts which shall together comprise one and the    
same document.  This Agreement may also be delivered by telecopier which        
delivery shall be deemed to be valid and sufficient.                            

7. Each party acknowledges and understands that they have the right to          
consult with legal counsel of their choice concerning the terms, execution      
and effect of this Agreement and have done so or, in their own discretion,      
have chosen not to seek such advice.  Each party represents to the other that   
they have had an opportunity to review this Agreement, that they have read      
and understand this Agreement, and that they are fully aware of the contents    
of this Agreement and of its legal effect.  Each party hereby represents and    
warrants to the other that this Agreement is executed voluntarily and without   
duress or undue influence on the part of or on behalf of any person, firm or    
corporation.                                                                    

8. The Purchaser has obtained legal advice concerning this matter and           
requests that the Vendor obtains independent legal advice with respect to       
this matter before executing this Agreement.  The Vendor hereby represents      
and warrants to the Purchaser that he has been so advised to obtain             
independent legal advice, and that prior to the execution of this Agreement     
he has so obtained independent legal advice or has, in his discretion,          
knowingly and willingly elected not to do so.                                   

[Remainder of page intentionally left blank.]                                   

AGREED TO AND ACCEPTED effective the date first above written.                  

/s/Patrick Farrell                          /s/ Daniel T. Farrell               
Signature of Witness                        Signature of Purchaser              

PATRICK FARRELL                             DANIEL T. FARRELL                   
Print Name of Witness                       Print Name of Witness               

309 Center Street                           309 Center Street                   
Print Address of Witness                    Print Address of Vendor             

Hancock, MI                                 Hancock, MI                         
49930                                       49930                               

/s/ E.D. Thachuk                            /s/ Gordon Krushnisky               
Signature of Witness                        Signature of Vendor                 

E.D. Thachuk                                GORDON KRUSHNISKY                   
Print Name of Witness                       Print Name of Witness               

#34-3387 King George Hwy                    1088 Ferguson Road                  
Print Address of Witness                    Print Address of Vendor             

Surrey, BC                                  Delta, BC                           
V4P 1B7                                     V4L 1X1                             

This is page 4 to the Share Purchase Agreement made as of the                   
16th day of August, 2002 between the above parties.