Share Purchase Agreement Between Ak Drilling, Inc. And The Registrant

SHARE PURCHASE AGREEMENT


THIS AGREEMENT dated for reference the 20th day of March, 2000.


BETWEEN:


AK DRILLING, INC., a body corporate duly incorporated
under the laws of the State of Montana and having an
office at 2312 South Colorado, Butte, Montana, USA 59701;


(hereinafter referred to as the "Vendor")


OF THE FIRST PART


AND


CHARGER VENTURES INC., a body corporate duly incorporated
under the laws of the State of Nevada and having an
office at Suite 411, 1200 West Pender Street, Vancouver,
British Columbia, CanadaV6E 2S9;


(herein referred to as the "Purchaser")


OF THE SECOND PART


WHEREAS:


A. The Vendor is the owner of the shares set out in Schedule
"A" attached hereto in those
companies set out in Schedule "A" attached hereto (herein
collectively called the "Shares"
and individually called "Share").


B. The Vendor wishes to sell and the Purchaser wishes to
purchase all of the Shares for their
mutual benefit on the terms herein set forth.


NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the sum of $1.00 paid by the Purchaser to the Vendor (the receipt and sufficiency of which is acknowledged by the parties hereto) and the mutual covenants and agreements herein contained, the parties hereto covenant and agree, each with the other, as follows:


1. DEFINITIONS


1.1 For the purposes of this Agreement:


(a) "Closing" means the completion of the transactions
contemplated by this Agreement;


108


(b) "Closing Date" means April 29, 2000 or such other date as the
parties may agree in writing;


(c) "Execution Date" means the date of execution of this
Agreement;


(d) "Performance Date" means the date on which the Purchaser has
received the legal and equitable title to and interest in the
Shares.


1.2 In this Agreement, except as otherwise expressly provided:


(a) "Agreement" means this agreement, including the preamble and
the schedules hereto, as it may from time to time be supplemented
or amended in effect;


(b) the words "herein", "hereof' and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Paragraph or other subdivision or Schedule;


(c) the headings are for convenience only and do not form a part
of this Agreement and are not intended to interpret, define, or
limit the scope, extent or intent of this Agreement or any
provisions hereof,


(d) except as otherwise provided, any dollar amount referred to in
this Agreement is in U.S. funds.


2. PURCHASE AND SALE


2.1 The Vendor hereby sells and the Purchaser hereby purchases the
Shares.


2.2. This Agreement is intended to and shall operate as an actual
transfer of the Shares and the Purchaser shall be the owner of the
Shares from the Closing Date. The Vendor shall execute all
documents and shall do all such other acts and things which are
convenient or necessary or which counsel may advise, for more
completely and effectually carrying out the intention of this
Agreement and for vesting the Shares in the Purchaser. The Vendor
shall hold the Shares to the extent that the same shall not have
been effectually transferred by or pursuant to this Agreement, in
trust for arid as the property of the Purchaser pending the
effective transfer thereof


2.3. The Vendor hereby irrevocably constitutes and appoints the
Purchaser, its successors and assigns, the true and lawful
attorney of the Vendor for and in the name of or otherwise on
behalf of the Vendor with ftull power of substitution to do and
execute all acts, deeds, matters and things whatsoever necessary
for the assignment, transfer and/or conveyance of any interest in
the Shares to the Purchaser and its successors and assigns as
contemplated


109


herein.


3. CONSIDERATION


The Vendor will agree to sell all of the Shares to the Purchaser
pursuant to the terms of this Agreement for a total purchase price
of US $1,150,000 and 1,000,000 shares of' the Purchaser restricted
common stock, $0.001 par value per share (the "Purchase Price").
The Purchaser shall make payments to the Vendor pursuant to the
payment schedule set out below, which payments shall be credited
against the Purchase Price on the Closing Date:


(a) Cash


(i) US $100,000 Non refundable payment upon the
execution of this Agreement;


(ii) US $150,000 To be paid into an interest
bearing escrow with the Purchaser's
attorney, such attorney to be
reasonably approved by the
Vendor, within 30 days of the date of
execution of this Agreement;


(iii) US $250,000 To be paid into an interest
bearing escrow with the Purchaser's
attorney, such attorney to be
reasonably approved by the Vendor,
within 60 days of the date of
execution of this Agreement;


(iv) US $250,000 To be paid into an interest bearing
escrow with the Purchaser's
attorney, such attorney to be
reasonably approved by the
Vendor, within 90 days of the date of
execution of this Agreement; and


(v) US $400,000 To be paid into an interest bearing
escrow with the Purchaser's
attorney, such attorney to be
reasonably approved by the
Vendor, within 120 days of the date of
execution of this Agreement,


US $1,150,000 Total


The Purchaser shall have the right to accelerate the payment
schedule listed above. Payments made by the Purchaser pursuant
to items 3.1 (a) (ii), (iii), (iv) and (v) above shall remain
in escrow until Closing at which time all funds held in escrow
shall be released to the Vendor:


110


In order to assure the Vendor of timely cash payments, the
Purchaser shall place into escrow with the Purchaser's attorney,
such attorney to be reasonably approved by the Vendor, an aggregate
of 1,000,000 non-restricted free-trading shares of the Purchaser
(the "Escrow Shares"). The Purchaser shall provide irrevocable
instructions to its attorney that should the Purchaser fall to
remedy a default of payment within seven days, then the Purchaser's
attorney shall have the authority to immediately sell such number
of the Escrow Shares to satisfy the balance due for the particular
payment until it has been paid in full.


(b) Shares


(i) 1,000,000 shares of the Purchaser restricted common
stock, $0.001 par value per share within seven days
from the date of execution of this Agreement.


The parties hereto acknowledge that the shares of the
Purchaser's stock to be issued hereunder to the Vendor
will not be registered with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended, (the "Securities Act") nor the securities laws
of any state or province. Accordingly, as a condition
precedent to the deliver), of the Purchaser's common stock,
thereby acknowledge and represent to Purchaser the
following:


(I) They intend to acquire, receive and hold those
shares of the Purchaser for investment purposes
only and are not acquiring or receiving, that stock
with a view or intent or for the purpose of the
sale or alienation thereof within the United States
except as provided and permitted by applicable state
and U.S. federal securities laws, rules and regulations
and particularly the Securities Act and the rules and
regulations promulgated thereunder.


(II) They understand that those shares are not being
registered under the United States Securities Act of
1933, as amended, or the securities law of any U.S.
state, and therefore those shares cannot
be sold or otherwise transferred to a U.S. person or
within the U.S. except in compliance 'with applicable
U.S. securities laws, rules and regulations or an
exemption therefrom.


(III) They understand that the sale and alienation of
those shares of the Purchaser's stock will be
restricted, and that any future disposition of the
Purchaser's shares may be made only after full and
complete compliance with those applicable laws,
acts, codes, rules and


111


regulations or under an applicable exemption
therefrom has been duly established.


(IV) Each certificate for those newly issued shares of
the Purchaser's stock issued to the Vendors will
contain the following legend stamped prominently
upon that certificate:


The shares of stock represented by this certificate
have not be registered under the Securities Act of
1933, as amended and may not be sold or otherwise
transferred unless a compliance with the
registration provisions of such Act has been made or
unless availability of an exemption from such
registration provisions has been established, or
unless sold pursuant to Rule 144 under the
Securities Act of 1933.


(c) As further consideration for the Vendor agreeing to sell
all of the Shares to the Purchaser pursuant to the terms of
this Agreement, to the extent that Anthony M. King, his heirs
and assigns, remains liable for the payment of any indebtedness
identified in. the financial statements attached as
Schedule B to this Agreement, within 120 days of the final
payment (v) noted above, the Purchaser shall either
cause the creditor to release any claim for payment of
such indebtedness or shall pay and satisfy such creditors
claim so that Anthony M. King is no longer liable for said
indebtedness.


4. VENDOR'S WARRANTIES AND REPRESENTATIONS


4.1 To induce the Purchaser to execute this Agreement and as a
condition of the Vendor's obligation to close this Agreement, the
Vendor hereby represents and warrants to the Purchaser as follows:


(i) Effect of Agreement: The execution and delivery by the Vendor
of this Agreement and its consummation and the performance of its
terms by the Vendor will not conflict with or result in a breach
of the terms of or constitute a default under or violation of any
law or regulation of any governmental authority, domestic or
foreign or the Articles of Incorporation or By-Laws of the Vendor
or any material agreement or instrument to which the Vendor or
any of its shareholders is a party or member or by which any one
of them is bound or to which any of them is subject; nor will it
give to others any interests or rights, including rights of
termination, acceleration or cancellation, in or with respect to
any of the properties, assets, agreements, contracts or
business of any one of the corporations. No consent of any
person not a party to this agreement, and no consent of any
governmental authority, is required to be obtained on the part of


112


the Vendor to permit the transactions contemplated by this
Agreement, of the business activities of the Vendor in the
manner such business is currently carried on by their current
or past management.


(ii) Nature of Representations: No representation, warranty or
agreement made by the Vendor in this Agreement, the financial
statements, any document referred to herein. or other
instruments or disclosure furnished by the Vendor or its
shareholders as required by this Agreement contains, or will
contain, an untrue statement of a material fact or omits to
state any material fact necessary to make any statement,
presentation, warranty or agreement not misleading to a
prospective purchaser of all the stock of the Vendor or all of
its assets and business and the assumption of its liabilities.
The Vendor knows of no material fact or conditions adversely
affecting the value of the Vendor common stock or assets,
whether owned or leased, or the business operations of the
Vendor which has not been disclosed to the Purchaser. The
Vendor agrees to disclose to the Purchaser prior to the
closing any fact, information, document or notice which would
have an adverse effect on any statement, covenant,
representation, warranty or agreement of the Vendor contained
in this Agreement, or any agreement, list, certificate,
schedule, statement, or other instrument required by this
Agreement.


(iii) Organization: The Vendor is an entity duly incorporated,
validly existing and in good standing under the laws of the
governmental entity stated above, has the corporate power and
authority to own or lease its properties and hold its licenses
and to carry on its business as now being conducted, and
possesses all licenses, franchises, rights and privileges material
to the conduct of its business. The Vendor is qualified or licensed
under any and all applicable laws, regulations, ordinances, or
orders Of public authorities to do business where the character of
the properties owned or leased by that entity or the nature of
the transaction require it to be qualified in each such jurisdiction.


(iv) Capitalization of the Vendor: All of the outstanding stock of
the Vendor has been duly authorized, is validly issued and
outstanding, is fully paid and nonassessable and all of which
issued and outstanding shares are owned by the person stated
in the Schedule A hereto. There are no existing options,
warrants, or other outstanding rights whatsoever to stock or
securities of the Vendor.


(v) The Shares: The Shares are legally and equitably owned and are
free and clear of any and all restrictions, liens, claims,
covenants or encumbrances or rights of third parties of any nature
whatsoever. No voting agreements or restrictions of any
kind affect the rights of the holders of the Shares. When
completed as herein specified, the transfer of the Shares will
vest full, absolute, complete and unconditional ownership of the
transferred shares to the Purchaser.


113


(vi) Financial Statements: The Vendor has furnished to the
Purchaser the unaudited financial statements for the period
ended December 31, 1999, consisting of the balance sheet,
statement of income and shareholder's equity for the period
then ending. A copy of those items has been appended to this
Agreement as Schedule "B". All such financial statements,
together with the notes thereto, (i) are in accordance with
the Vendor's true books and records; (ii) present fairly the
financial position of the Vendor as of such dates, and its
results of operations and changes in financial position for
the respective periods indicated; and (iii) have been prepared
in conformity with generally accepted accounting principals
applied on ,I consistent basis, except as might be
specifically indicated therein.


(vii) Properties: The Vendor has good and marketable title to
all tangible personal property, tangible assets, vehicles,
supplies, machinery and equipment owned by it as reflected on
its balance sheet, in each case subject to no contract or
security interest, lien, pledge, restriction, charge or
encumbrance not specified in its balance sheet and the related
notes thereto, including all contracts Linder which it presently
holds right ...