This Agreement made as of the ___ day of September, 2002.
BETWEEN:
--------
OMNICORP BANK INC., a company incorporated pursuant to the
laws of the British West Indies, and having an address at
X.X. Xxx 0000, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xx. Xxxxxxx and
the Grenadines, B.W.I.
("Omnicorp")
OF THE FIRST PART
AND:
----
SOLARA VENTURES INC., a company incorporated pursuant to the
laws of Florida, and having an address at Suite 1450 - 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Solara")
OF THE SECOND PART
AND:
----
XXXXXX XXXXXXX, of X.X. Xxx 0000 Xxxxxxx Xxxxxx, Xxxxx
Xxxxxx, Xx. Xxxxxxx and the Grenadines
("Bayford")
OF THE THIRD PART
WHEREAS:
--------
A. Omnicorp holds a bank license issued by the regulatory authorities in Saint
Xxxxxxx and as such has issued certificates of deposit ("CD's") to certain
of its investors (the "CD Investors");
B. Omnicorp has acquired investments in various businesses and enterprises by
making investments in the following wholly owned subsidiaries of Omnicorp:
Progressive Consultants Inc. ("Progressive"); Maritime Holdings Inc.
("Maritime"); Atlantic Management Inc. ("Atlantic"); and Admiralty Holdings
Inc. ("Admiralty") (collectively the "Subsidiaries");
C. Omnicorp has caused to be incorporated a wholly owned International
Business Corporation called Alta Terra Holdings Inc. ("Alta");
D. Omnicorp has agreed to transfer the Subsidiaries to Alta in consideration
of being issued shares of Alta on the basis that Solara will purchase an
interest in Alta equal to the percent, in dollar terms, of the CD's that
are terminated by the Participating CD Investors referred to in Recital E
through the purchase of common shares of Alta from treasury by Solara
issuing to Alta preferred shares in the capital of Solara (the "Solara
Preferred Shares") initially to be evidenced by one share certificate (the
"Initial Certificate");
E. Certain CD Investors (the "Participating CD Investors") have agreed to
terminate their CD's and have the value of such terminated CD's used as
consideration for the Participating CD Investors to purchase Solara
Preferred Shares;
2
X. Xxxxxxx has, as a director of Omnicorp pursuant to a special limited power
of attorney, been appointed Attorney in Fact to act on behalf of the
Participating CD Investors in respect to acquiring Solara Preferred Shares
on behalf of the Participating CD Investors;
X. Xxxxxxx will instruct Alta and Solara to cancel the Initial Certificate and
re-issue preferred share certificates in the name of Alta in the
denominations equal to the number of Solara Preferred shares that each of
the Participating CD Investors is to receive which will be cancelled and
the Individual Certificates and Stock Powers to be issued consistent with
the amount of CD's terminated by each Participating CD Investor (the
"Individual Certificates");
H. Solara will cause Alta to provide to Bayford or to his direction the
Individual Certificates together with duly executed stock powers to enable
the Individual Certificates to be transferred to the various Participating
CD Investors (the "Stock Powers").
NOW THEREFORE WITNESSETH that in consideration of the premises and of the mutual
------------------------
covenants and agreements set forth herein, the parties hereto covenant and agree
as follows:
1. Transfer of Subsidiaries
------------------------
1.01 Omnicorp will transfer the Subsidiaries to Alta and contemporaneous
with that transfer the amount of liabilities on the books of Omnicorp equal to
the value of CD's being terminated shall be transferred to the books of Alta.
1.02 The parties acknowledge that the asset referred to as American Gold
Mining Corporation ("AGMC") owned by Maritime Holdings Inc. is to be transferred
to Omnicorp or a wholly owned subsidiary of Omnicorp prior to the transfer of
the Subsidiaries. Omnicorp agrees to hold the shares of AGMC for the pro-rata
benefit of all of CD Investors and Omnicorp.
2. Purchase and Sale
-----------------
2.01 Solara or its designee will subscribe for shares of Alta in such
number that Solara or its assign's percentage interest in Alta is equal to the
percentage (in dollar terms) of the CD's which are terminated by the
Participating CD Investors by Solara issuing to Alta the Solara Preferred Shares
to be initially evidenced by one certificate (the "Initial Certificate").
2.02 Contemporaneously with Participating CD Investors terminating their
CD's, Bayford will instruct Alta and Solara to cause the Initial Certificate to
be cancelled and the Individual Certificates and Stock Powers to be issued.
2.03 Upon request by Bayford, Solara will cause Alta to deliver the
Individual Certificates Solara Preferred Shares and the Stock Powers to Bayford.
3. Simultaneous Transactions
-------------------------
3.01 The parties hereto confirm and acknowledge that it is contemplated the
transactions referred to in Section 2 will take place contemporaneously.
3
4. Conversion of CD's
------------------
4.01 The parties hereto confirm and agree that each Solara Preferred Share
will be issued at a deemed value of US$19.50 per Preferred Share and each
Preferred Share will entitle the holder to convert, at no additional cost, into
three common shares of Solara.
5. Acknowledgement of Omnicorp
---------------------------
5.01 Omnicorp confirms and acknowledges that upon purchase of the Solara
Preferred Shares by the Participating CD Investors the liabilities of Alta will
be decreased by the deemed value of the Solara Preferred Shares purchased.
6. Representations and Warranties
------------------------------
Omnicorp represents and warrants to Solara and Bayford that:
(a) it is the sole shareholder of the Subsidiaries and has the right to
transfer the Subsidiaries to Alta in accordance with this Agreement;
(b) the Subsidiaries are the owners of the assets which have been disclosed to
the principals of Solara and which are referred to on Schedule "A" attached
hereto;
(c) each of the Subsidiaries is in good standing and has the right to own the
assets owned by it;
(d) Alta is a wholly owned subsidiary, in good standing and has the right to
acquire the Subsidiaries;
(e) Alta has no debts not otherwise disclosed to the principals of Solara;
(f) Upon transfer of the Solara Preferred Shares to the Participating CD
Investors the liabilities on the books of Alta will be decreased by the
deemed value of the Solara Preferred Shares.
7. Due Diligence
-------------
7.01 The obligations of Solara under this Agreement are subject to the
satisfactory completion of due diligence of Alta, the Subsidiaries and their
assets.
8. Further Assurances
------------------
8.01 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and other
things as may be necessary to implement and carry out the intent of this
Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
-------------------
and year first above written.
OMNICORP BANK INC.
Per:
--------------------
Authorized Signatory
SOLARA VENTURES INC.
Per:
--------------------
Authorized Signatory
--------------------
XXXXXX XXXXXXX
SCHEDULE "A"
OMNICORP'S WHOLLY OWNED SUBSIDIARIES
Progressive Consultants Inc.
Maritime Holdings Inc.
Atlantic Management Inc.
Admiralty Holdings Inc.
