EXHIBIT 6.6
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into to be effective as of the 21st day
of April, 1994 by and between
ALTAIR INTERNATIONAL GOLD, a company incorporated pursuant to the laws
of the Province of Ontario and having an office located at 00 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx
(hereinafter called "Altair")
AND
THOSE SHAREHOLDERS OF FINE GOLD RECOVERY SYSTEMS, INC. ("FGR") which
have executed this agreement in the space set forth below
(hereinafter called "Shareholders").
WHEREAS:
A. Shareholders are desirous of selling to Altair and Altair is desirous
of purchasing all issued and outstanding shares (the "Shares") of the capital
stock of FGR;
B. The consideration for the purchase of the Shares has been determined
on the basis of the value of FGR's rights under that certain Agreement dated
January 1, 1994 between Xxxxxx X. Xxxxxxxx and FGR;
NOW THEREFORE, in consideration of the covenants and agreements contained
herein, Altair and the Shareholders agree as follows:
1. SALE AND PURCHASE.
1.1 Shareholders hereby agree to sell and Altair hereby agrees to
purchase the Shares on the terms and conditions herein contained for the
purchase price as set forth in Article 2 hereof.
1.2 The Shares consist of 100,000 shares held by the persons and in
the amounts set opposite their respective names in Schedule "A" attached hereto
representing all and not less than all of the issued and outstanding shares of
FGR.
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2. PURCHASE PRICE.
2.1 The purchase price for the Shares shall be 750,000 fully paid and
non-assessable common shares in the capital stock of Altair. The shares issued
pursuant to the acquisition will be issued as to 100,000 shares with a hold
period of twelve (12) months and 650,000 shares subject to a Form C Performance
Escrow Agreement with one share released for each forty-five cents ($0.45) of
cash flow generated by Fine Gold Recovery Systems, Inc.
3. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES.
3.1 The Shareholders severally represent and warrant to Altair, upon
which representations and warranties Altair is relying, that:
(a) FGR is a corporation duly incorporated under the laws of
Nevada and is a valid and subsisting corporation;
(b) The authorized capital of FGR consists of $10,000 divided
into 1,000,000 shares at the par value of $.01 per share, of
which 100,000 shares have been issued and are outstanding as
fully paid and non-assessable;
(c) Each Shareholder owns the Shares owned by him as the legal
and beneficial owner thereof, free of all liens, claims,
charges and encumbrances whatsoever. Each Shareholder has
the due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth
and to transfer the legal and beneficial title and ownership
of the Shares owned by him to Altair;
(d) FGR has the corporate power to own the properties owned by
it and to carry on the business carried on by it and is duly
qualified to carry on business in the State of Nevada;
(e) There are no actions, suits or proceedings pending against
the Shareholder or FGR at law or in equity of before or by
any federal, provincial, state, municipal or other
governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, and which involve
the possibility of any materially adverse judgment or ruling
against or liability of the Shareholder or FGR;
(f) All material transactions of FGR have been promptly and
properly recorded or filed in or with its respective books
and records. The minute book of FGR contains all records of
the meetings and proceedings of shareholders and directors
of FGR;
(g) The performance of this Agreement will not be in violation
of the Articles of Incorporation or Bylaws of FGR or of any
agreement to which the Shareholder or any company are a
party and will not give any
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person or company any right to terminate or cancel any
agreement or any right enjoyed by FGR and will not result
in the creation or imposition of any lien, encumbrances or
restriction of any nature whatsoever in favor of a third
party upon or against the assets of FGR;
(h) FGR is not party to any collective agreement with any labor
union or other association of employees, and FGR has no
contract with employees, officers, lawyers, accountants or
other individuals;
(i) No Shareholder is aware of any event or circumstance which
has had, or might reasonably be expected to have, a
materially adverse effect on the business of FGR or the
results of any of its operations.
4. ALTAIR REPRESENTATIONS AND WARRANTIES.
4.1 Altair represents and warrants to Shareholders, upon which
representations and warranties Shareholders are relying, that:
(a) Altair is a corporation duly incorporated under the laws of
the Province of Ontario, Canada and is a valid and
subsisting corporation;
(b) The shares of Altair are listed and posted for trading on
the Alberta Stock Exchange ("ASE") and Altair is not in
default under the Securities Act of Alberta, the
regulations, by-laws, policies or rules of the Alberta
Securities Commission or the ASE, as the case may be, or the
general laws of Alberta or any other jurisdiction in which
Altair carries on business;
(c) The authorized capital of Altair consists of unlimited
shares without par value of which 3,850,850 shares have been
issued and are outstanding as fully paid and non-assessable;
(d) Altair has the full right and power to enter into and to
perform under this Agreement and to issue to Shareholders
the shares as provided in Article 2 hereof;
(e) There are no actions, suits or proceedings pending against
Altair at law or in equity or before or by any federal,
provincial, state, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and which involve the
possibility of any materially adverse judgment or ruling
against or liability of Altair.
5. COVENANTS OF ALTAIR.
5.1 Altair covenants and agrees with Shareholders as follows:
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(a) To cause FGR to observe and perform all of the covenants and
conditions on FGR's part to be paid, observed and performed
under the said Agreement to acquire certain rights to the
Xxxxxxxx Centrifugal Jig.
6. CONDITIONS PRECEDENT.
6.1 Altair's obligations hereunder are subject to each of the
following conditions:
(a) The ASE and any other securities or regulatory authorities
as may have jurisdiction of the subject matter of this
Agreement shall have accepted this Agreement filing on or
before July 1, 1994;
(b) The Shareholder's attorney shall have delivered to Altair at
the time of execution of this Agreement an opinion that the
Shares have been duly authorized and validly issued and an
opinion as to such other matters as may be reasonably
required by Altair's solicitors, which opinion shall be to
the satisfaction of Altair's solicitors;
(c) Altair's solicitors shall approve a form of escrow or other
agreement which may be prescribed by the ASE or any other
regulatory authority;
(d) The Shareholders shall have made available to Altair, or its
nominees, at all reasonable times prior to the execution of
this Agreement, the minute book of FGR and all other books,
accounts, records and other information with respect to the
affairs of FGR;
The conditions contained in this Article 6.1 are for the sole benefit of Altair
and may be waived by Altair in whole or in part at any time prior to the
closing.
6.2 Each Shareholder's obligations hereunder are subject to each of
the following conditions:
(a) The ASE shall have accepted this Agreement for filing on or
before July 1, 1994;
(b) The issuance of the Shares of Altair to the Shareholders.
The conditions contained in this Article 6.2 are for the sole benefit of the
Shareholders and may be waived by the Shareholders in whole or in part at any
time.
7. DELIVERY OF DOCUMENTS.
7.1 Altair shall tender evidence to the reasonable satisfaction of
Shareholders as to the allotment and issuance of 100,000 restricted shares of
its capital stock to Shareholders on or before the latter to occur of the 10th
business day after acceptance of this Agreement for filing by the ASE or the
execution of this Agreement by all of the Shareholders, or at such other time as
may be mutually agreed upon by the parties hereto.
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7.2 If this Agreement is terminated due to a failure of the
conditions precedent set out in Article 6 hereof, or the same are not waived by
Altair or by the Shareholders, as the case may be, this Agreement shall be of no
further force or effect.
8. GENERAL PROVISIONS.
8.1 This Agreement shall be construed and enforced according to the
laws of the Province of Ontario.
8.2 Each of the parties hereto agrees to execute such further and
other deeds, documents, and assurances and do such further and other acts as may
be necessary to carry out the true intent and meaning of this Agreement.
8.3 Time shall be of the essence of this Agreement.
8.4 This Agreement shall inure to the benefit of and be binding upon
Shareholders and Altair and their respective personal representatives,
successors and assigns.
8.5 This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, Shareholders and Altair have duly executed this
Agreement as of the day and year first mentioned above.
ALTAIR INTERNATIONAL GOLD
By
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XXXXX X. BEACH
Vice President
"SHAREHOLDERS"
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
/s/ C. Xxxxxxx Xxxxxx
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C. XXXXXXX XXXXXX
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SCHEDULE A
Xxxxxx X. Xxxxxxxx 5,000
C. Xxxxxxx Xxxxxx 95,000
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