Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314 THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
ASSET PURCHASE AGREEMENT
AGREEMENT made this 30th day of July, 1997 by and between CAYMAN PURCHASING &
SUPPLY, INC., a Florida corporation, (the "ISSUER") and XXXXXXXXXX INTERNATIONAL
LIMITED, a Hong Kong corporation, ("SELLER")
In consideration of the mutual promises, convenants, and representations
contained herein and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. ASSETS PURCHASED; LIABILITIES ASSUMED; PURCHASE PRICE. XXXXXX agrees to
sell to ISSUER and ISSUER agrees to purchase from SELLER, on the terms and
conditions set forth in this Agreement, all of SELLER'S Argentina mineral
properties, all of which are set forth in Schedule 1 hereto (the "Assets").
The purchase price for the Assets shall be 3,000,000 shares of ISSUER'S
common stock, par value $.001 (the "Shares").
2. REPRESENTATIONS AND WARRANTIES.
ISSUER represents and warrants to SELLER the following:
i Organization.
ISSUER is a corporation duly organised, validly existing, and in good
standing under the laws of Florida, and has all necessary corporate
powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida. All
actions taken by the Incorporators, directors and shareholders of
ISSUER have been valid and in accordance with the laws of the State of
Florida.
ii Capital.
The authorized capital stock of ISSUER consists of 50,000,000 shares
of common stock, $.001 par value, of which 1,000,000 are issued and
outstanding. All outstanding shares are fully paid and non-assessable,
free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At closing,
there will be no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating
ISSUER to issue or to transfer from treasury any additional shares of
its capital stock. None of the outstanding shares of ISSUER are
subject to any stock restriction agreements. All of the shareholders
of ISSUER have valid title to such shares and acquired their shares in
a lawful transaction and in accordance with the laws of Florida.
44
iii Financial Statements.
ISSUER has delivered to SELLER the balance sheet of ISSUER as of April
15, 1997, and the related statements of income and retained earnings
for the period then ended. The financial statements have been prepared
in accordance with generally accepted accounting principles
consistently followed by ISSUER throughout the periods indicated, and
fairly present the financial position of ISSUER as of the date of the
balance sheet in the financial statements, and the results of its
operations for the periods indicated.
iv Absence of Changes.
Since the date of the financial statements, there has not been any
change in the financial condition or operations of ISSUER, except
changes in the ordinary course of business, which changes have not in
the aggregate been materially adverse.
v Liabilities.
ISSUER does not have any debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due
or to become due, that is not reflected on the ISSUER'S financial
statement. ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common
stock. There is no dispute of any kind between ISSUER and any third
party; and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all
liabilities, liens, claims and/or commitments.
vi Ability to Carry Out Obligations.
ISSUER has the right, power, and authority to enter into and perform
its obligations under this Agreement. The execution and delivery of
this Agreement by ISSUER and the performance by ISSUER of its
obligations hereunder will not cause, constitute, or conflict with or
result in (a) any breach of violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by
which they may be bound, nor will any consents or authorisations of
any party other than those hereto be required, (b) an event that would
cause ISSUER to be liable to any part, or (c) an event that would
result in the creation or imposition or any lien, charge or
encumbrance on any asset of ISSUER or upon the securities or ISSUER to
be acquired by SHAREHOLDERS.
vii Full Disclosure.
None of the representations and warranties made by the ISSUER, or in
any certificate or memorandum furnished or to be furnished by the
ISSUER, contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be
misleading.
viii Contract and leases.
ISSUER is not currently carrying on any business and is not a party to
any contract, agreement or lease. No person holds a power of attorney
from ISSUER.
45
ix Compliance with Laws.
ISSUER has complied with, and is not in violation of any federal,
state, or local statute, law, and/or regulation pertaining to ISSUER.
ISSUER has complied with all federal and state securities laws in
connection with the issuance, sale and distribution of its securities.
x Litigation.
ISSUER is not (and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there
is no basis for any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER is not subject to
or in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department, agency, or
instrumentality.
xi Conduct of Business.
Prior to the closing, ISSUER shall conduct its business in the normal
course, and shall not (1) sell, pledge, or assign any assets (2) amend
its Articles of Incorporation or Bylaws, (3) declare dividends, redeem
or sell stock or other securities, (4) incur any liabilities, (5)
acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third part, or (6) enter into any other
transaction.
(1) Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in
accordance with the laws of Florida.
xii Title.
The Shares to be issued to SELLER will be, at closing, free and clear
of all liens, security interest, pledges, charges, claims encumbrances
and restrictions of any kind. None of such Shares are or will be
subject to any voting trust or agreement. No person holds or has the
right to receive any proxy or similar instrument with respect to such
shares, except as provided in this Agreement. The ISSUER is not a
party to any agreement, which offers or grants to any person the right
to purchase or acquire any of the securities to be issued to SELLER.
There is no applicable local, state or federal law, rule, regulation,
or decree, which would, as a result of the issuance of the Shares to
SELLER impair, restrict or delay SELLER'S voting rights with respect
to the Shares.
3. SELLER represents and warrant to ISSUER the following:
i Organization.
SELLER is a corporation duly organised, validly existing, and in good
standing under the laws of Hong Kong, has all necessary corporate
powers to own properties and carry on business, and is duly qualified
to do business and is in good standing in Hong Kong. All actions taken
by the Incorporators, directors and shareholders of SELLER have been
valid and in accordance with the laws of Hong Kong.
ii Title to Assets.
SELLER is the owner of the Assets, free and clear of all liens or
other encumbrances. There is no impediment to SELLER'S conveyance of
the Assets, in accordance with the terms of this Agreement.
46
iii Counsel.
SELLER represents and warrants that prior to Closing, it has been
represented by independent counsel or to have had the opportunity to
retain independent counsel to represent it in this transaction and
that prior to Closing, the law offices of Xxxx X. Xxxxxx, P.A. has
acted as exclusive counsel to the ISSUER and has not represented
SELLER in any manner whatsoever.
4. INVESTMENT INTENT.
The Shares being issued pursuant to this Agreement may be sold, pledged,
assigned, hypothecate or otherwise transferred, with or without
consideration (a "Transfer"), only pursuant to an effective registration
statement under the Act, or pursuant to any exception from registration
under the Act, the availability of which is to be established to the
satisfaction of ISSUER.
5. CLOSING.
The closing of this transaction shall take place at the law offices of Xxxx
X. Xxxxxx, 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx. Unless the
closing of this transaction takes place on or before August 1, 1997, then
either part may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i By the ISSUER
(1) Board of Directors Minutes authorising the issuance of certificates
for 3,000,000 Shares, registered in the name of SELLER.
(2) Such other minutes of ISSUER'S shareholders or directors as may
reasonably be required by SELLER.
(3) An Opinion Letter from ISSUER'S Attorney attesting to the validity and
condition of the ISSUER.
ii By SELLER:
(1) Delivery to the ISSUER of a Bill of Sale of the Assets.
(2) A certificate from a duly authorized officer and director of SELLER,
certifying the due authorization and execution of this Agreement by
SELLER and all shareholders of SELLER.
7. REMEDIES.
i Arbitration.
Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Miami, Dade County, Florida in
accordance with the Rules of the American Arbitration Association then
existing, and judgement on the arbitration award may by entered in any
court having jurisdiction over the subject matter of the controversy.
47
8. MISCELLANEOUS.
i Captions and Headings.
The Article and paragraph headings throughout this Agreement are for
convenience and reference only, and shall in no way be deemed to
define, limit, or add to the meaning or any provision of this
Agreement.
ii No oral Change
This Agreement and any provision hereof, may not be waived, changed
modified, or discharged orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii Non Waiver.
Except as otherwise expressly provided herein, no waiver of any
convenant, condition, or provision of this Agreement shall be deemed
to have been made unless expressed in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party
to insist in any one or more cases upon the performance of any of the
provisions, convenants, or conditions of this Agreement or to exercise
any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provision, convenants, or
conditions, (ii) the acceptance of performance of anything required by
this Agreement to be performed with knowledge of the breach or failure
of a covenant, conditions, or provisions hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
iv Time of Essence
Time is of the essence of this Agreement and each and every provision
hereof.
v Entire Agreement.
This Agreement contains the entire Agreement and understanding between
the parties hereto, and supersedes all prior agreements and
understandings.
vi Counterparts.
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
vii Notices.
All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom
notice is to be give, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed, and
by fax, as follows:
48
ISSUER: CAYMAN PURCHASING & SUPPLY, INC.
0000 Xxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Copy to: Xxxx X. Xxxxxxx, Esquire
0000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxx, Xxxxxxx 00000
SELLER: XXXXXXXXXX INTERNATIONAL LIMITED
Suite 2402
Bank of America Tower
00 Xxxxxxxx Xxxx, Xxxxxxx
Xxxx Xxxx
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 30th day of
July 1997.
CAYMAN PURCHASING & SUPPLY, INC. XXXXXXXXXX INTERNATIONAL LIMITED
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------------ --------------------------------
Xxxxx Xxxxxxx, Director Xxxxx Xxxxxxx
49
SCHEDULE 1
5 cateos (in Argentina, a cateo is a parcel of land to which an exclusive
prospecting right has been granted to an individual or a corporation) which, in
aggregate, encompass an area of 50,000 hectares. A description of the subject
properties is as follows:
---------------------------------------------------------------------------
Cateo Name Area in Hectares Location
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Xxxxxxx XX 10,000 Sierra de Chepes
---------------------------------------------------------------------------
Xxxxxxx VI 10,000 Sierra de Chepes
---------------------------------------------------------------------------
Xxxxxxx VII 10,000 Sierra de Chepes
---------------------------------------------------------------------------
Xxxxxxx VIII 10,000 Sierra de Chepes
---------------------------------------------------------------------------
Xxxxxxx IX 10,000 Sierra de Chepes
---------------------------------------------------------------------------
50
