Trans National Holding Ltd – ‘SC 13D’ on 11/28/00 re: Rich Coast Inc – EX-7.1

On:  Tuesday, 11/28/00, at 3:17pm ET   ·   Accession #:  927356-0-2183   ·   File #:  5-53755

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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              8     33K 
 2: EX-7.1      Sales and Assignment of Debentures                     2     10K 

EX-7.1   —   Sales and Assignment of Debentures

EX-7.1
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                                                                     Exhibit 7.1

SALE AND ASSIGNMENT OF DEBENTURES 
--------------------------------- 

THIS SALE AND ASSIGNMENT OF DEBENTURES is effective this 13th day of  
November, 2000 by and among Sovereign Partners, L.P., Dominion Capital Fund Ltd.
and Canadian Advantage Limited Partnership (the "Sellers"), Trans National      
Holding Ltd. (the "Purchasers"), and Rich Coast Inc. (the "Company").           

RECITALS
--------

A.  Purchasers desire to purchase, and Sellers desire to sell, all of 
Sellers' right, title and interest in 8% Convertible Debenture due June 11, 2003
issued by the Company (the "Debentures").                                       

    B.  Purchasers will tender the purchase price of $500,000 in United States
funds to Sellers via wired funds to a trust account at Perkins Coie LLP, Denver,
Colorado (the "Escrow Agent") as full consideration for the Debentures,         
including any and all interest or penalties due and owing on the Debentures, and
in exchange therefore Sellers will assign all of their right, title and interest
in and to the Debentures to Purchasers.                                         

     C.  The Company is willing to issue to Sellers warrants to purchase 150,000
shares (the "Warrants") of its common stock as incentive for Sellers to enter   
into this transaction.                                                          

AGREEMENT 
--------- 

     1.  Purchasers hereby immediately tender $100,000 in United States funds to
the Escrow Agent as a non-refundable down payment and agree to tender an        
additional $400,000 in United States funds to the Escrow Agent on or before     
December 15, 2000. In exchange therefore, Sellers hereby assign all of their    
right, title and interest to the Debentures to Purchasers, including all        
interest or penalties due and owing, and deliver the original Debentures to the 
Escrow Agent. Upon receipt of the $100,000 initial payment and the Debentures,  
the Escrow Agent will release the funds to the Sellers. Upon receipt of the     
remaining $400,000, the Escrow Agent will release the Debentures to the         
Purchasers.                                                                     

     2.  If Purchasers fail to wire the $400,000 to the Escrow Agent by December
15, 2000, then Sellers may demand return of the original Debentures and will    
keep the $100,000 paid upon the signing of this Agreement as forfeited funds. In
such case, upon written demand from Sellers, Escrow Agent will return the       
original Debentures to Sellers.                                                 

    3.  Sellers hereby warrant that they are the sole owners of the Debentures
and the Debentures are not subject to any liens or encumbrances.                

EX-7.1
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  4.  Effective upon release of the original Debentures to Purchasers, the
Company hereby grants to Sellers warrants to purchase an aggregate of 150,000   
shares of its common stock, exercisable for five years at $0.50 per share. The  
warrant agreements will be held by the Escrow Agent and released to the Sellers 
upon release of the original Debentures. The warrant agreements will include a  
provision that permits Sellers to exercise via cashless exercise.               

"PURCHASERS"                            "SELLERS"                               

TRANS NATIONAL HOLDING LTD.             SOVEREIGN PARTNERS, L.P.                

By: /s/ Trans National Holding Ltd.     By: /s/ Sovereign Partners, L.P.        
--------------------------------         -------------------------------- 
Title:_____________________________     Title:________________________          

"THE COMPANY"                                                                   

RICH COAST INC.                         DOMINION CAPITAL FUND, LTD.             

By: /s/ Rich Coast Inc.                 By: /s/ Dominion Capital Fund, Ltd.     
--------------------------------         -------------------------------- 
Title:_____________________________     Title:________________________          

                                      CANADIAN ADVANTAGE LIMITED PARTNERSHIP

                                 By:/s/ Canadian Advantage Limited
                                       ---------------------------------
           Partnership
           -----------
                              Title:________________________

-2- 

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		6/11/03		1					None on these Dates
		12/15/00		1
Filed on:		11/28/00
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