SHARE PURCHASE AGREEMENT
North Xxxx Joint Venture, LLC
0000 Xxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Purchase of "unregistered" and "restricted" shares of common stock (the
"Common Stock") of Anticline Uranium, Inc., a Nevada corporation
("Anticline" or the "Company")
Dear Seller:
The undersigned (the "Buyer") offers to purchase Common Stock of
Anticline from you (the "Seller") as follows, to-wit:
RECITALS:
A. The Seller is the owner of certain shares of "unregistered" and
"restricted" Common Stock of Anticline that it wishes to sell to the Buyer,
and that the Buyer wishes to buy from the Seller.
B. Anticline is a publicly held company, having previously and
lawfully offered and sold a portion of its securities in accordance with all
applicable United States and state securities laws, rules and regulations.
Anticline files reports with the Securities and Exchange Commission under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Seller and the Buyer have been provided with access to all
reports of Anticline that have been filed during the past 12 months via the
Xxxxx Archives of the Securities and Exchange Commission at xxx.xxx.xxx.
C. The Seller and the Buyer are aware of all material information
respecting the past, present and proposed business operations of Anticline as
described in its Securities and Exchange Commission filings; that there is no
current "established trading market" for the Common Stock of Anticline which
is presently quoted on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") under the symbol "ANTL"; that it is
uncertain at this time whether there will be any future market for the Common
Stock of Anticline; and that the purchase price being paid for the Anticline
Common Stock bears no relationship to assets, book value or other established
criteria of value, though the completion of the proposed change of control by
the closing of this Agreement may make the Common Stock being sold and
acquired hereunder more valuable than the purchase price being paid for such
shares.
D. The Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the Common
Stock outlined below, to-wit:
(i) It is not relying on any representation or warranty of the
Seller whatsoever, except those representations and
warranties contained in this Agreement;
(ii) It has conducted its own investigation of the risks and
merits of an investment in Anticline, and to the extent
desired, including, but not limited to a review of
Anticline's books and records, financial and otherwise, its
annual, quarterly and current reports and any registration
statements filed with the Securities and Exchange
Commission; has had the opportunity to discuss this
documentation with the directors and executive officers of
Anticline and to ask questions of these directors and
executive officers; and that to the extent requested, all
such questions have been answered to its satisfaction;
(iii) It, by reason of the education, experience, business acumen
or other educational factors related to its principals, is a
"sophisticated investor" or an "accredited investor" as
those terms are known or defined under applicable United
States securities laws, rules and regulations, and/or is
fully capable of evaluating the risks and merits associated
with the execution of this Agreement and the purchase of
this Common Stock, without qualification;
(iv) It has full power and authority to execute and deliver this
Agreement, without qualification, and a copy of a corporate
resolution relating to such authorization is attached hereto
and incorporated herein by reference;
(v) It is purchasing the Common Stock for its account only, and
not for the account of or in concert with any other person
or entity, and there are no arrangements, understandings or
agreements, written or oral, respecting the subsequent
resale of any of the Common Stock;
(vi) It will fully comply with all provisions of United States
and state securities laws, rules and regulations in the
resale of any of the Common Stock acquired; and
(vii) Neither it nor any of its directors, executive officers or
principal shareholders is an "affiliate" or an "associate"
of Anticline.
Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:
E. The Buyer hereby offers to purchase the number of shares of Common
Stock of Anticline listed on the signature page hereof, free and clear of any
liens or encumbrances whatsoever.
F. The purchase price of the Common Stock shall be the amount listed
on the signature page hereof, payable on payment and delivery of Common Stock,
and disbursed as set forth in Exhibit A hereto, from the aggregate sum of
$269,000 required to be paid by the Buyer hereunder as outlined in Section K
below.
1. Certificates representing the Common Stock shall be
delivered to the Buyer in exchange for payment by the Buyer to the Seller of
the amounts required herein, by cash or cashier's check, or bank to bank wire
through the Trust Account of Xxxxxxx X. Xxxxxxxxxx, Esq., Suite 205, 455 East
000 Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000.
2. By acceptance of this offer, the Seller hereby covenants and
warrants:
(i) That the Seller has the right to sell, transfer, convey and
assign the Common Stock, and a copy of a corporate
resolution relating to such authorization is attached hereto
and incorporated herein by reference;
(ii) That other than the "restricted" nature of the Common Stock,
the Seller has done no act to encumber the Common Stock, and
that the Common Stock is free and clear of any liens or
encumbrances whatsoever; and
(iii) The Seller is an "affiliate" of the Company by virtue of
owning approximately 96% of the outstanding voting
securities of the Company, and by virtue of the fact that
the Manager of the Seller is a director and an executive
officer of the Company.
G. The Buyer agrees that any action based upon this Agreement or any
of the matters covered hereby shall be brought only in the United States and
state courts situated in the State of Utah, and that the prevailing party in
any such action shall be entitled to recover reasonable attorney's fees and
costs.
H. In the event of any dispute or doubt to the genuineness of any
document or signature or uncertainty as to Escrow Agent's duties, Escrow Agent
shall have the right to either continue to hold the securities and funds in
escrow pending his receipt of (a) a notice signed by the Buyer and the Seller,
directing disposition of the securities and funds, or (b) a final non-
appealable judgment or order of a court of competent jurisdiction, or (c) may
pay the securities and funds into court pursuant to relevant statute.
I. Subject to Section J below, the Buyer and the Seller jointly and
severally hereby agree to defend (by attorneys selected by Escrow Agent),
indemnify and hold the Escrow Agent harmless against and from any claim,
judgment, loss, liability, cost or expense resulting from any dispute or
litigation arising out of or concerning his duties or services hereunder.
This indemnity includes, without limitation, disbursements and reasonable
attorneys' fees, either paid to retain attorneys or representing the fair
value of legal services rendered by the Escrow Agent on his own behalf.
J. Buyer and Seller agree that the Escrow Agent shall not be liable
for any error in judgment or for any act done or step taken or omitted in good
faith or for any mistake of fact or law, except for the Escrow Agent's own
gross negligence or willful misconduct. Each of you acknowledge that the
Escrow Agent is merely a stake holder in this transaction, and upon the sale
of all the requisite Common Stock, and the delivery of the net proceeds
pursuant to paragraph 1 of Section F hereof, the Escrow Agent shall be fully
released from all liability and obligations with respect to this escrow.
K. The closing (the "Closing") of the Agreement shall be subject to
satisfaction of the following within 10 days of the execution and delivery of
this Agreement:
1. LipidViro shall deposit the sum of $269,000 with the Escrow
Agent to be disbursed by the Escrow Agent in accordance with Exhibit A for the
(i) payment and satisfaction of all outstanding liabilities of the Company to
the date of the Closing in exchange for Letter Agreements signed by such
creditors compromising all such indebtedness in the form of Exhibit B attached
hereto and incorporated herein by reference; (ii) the cancellation and/or
contribution to capital of 500,000 shares of Common Stock of the Company that
have been authorized to be issued to Messrs. Xxxxxx and Xxxxxxxxxx but have
not yet been issued, 300,000 shares to Xxxx Xxxxxxx Xxxxxx, Esq. and 200,000
shares to Xxxxx X. Xxxxxxxxxx, all to have been registered on Form S-8 of the
Securities and Exchange Commission in exchange for Letter Agreements signed by
such persons canceling or contributing such Common Stock to the capital of the
Company in the form of Exhibit C attached hereto and incorporated herein by
reference; (iii) the cancellation of the Seller's August 10, 2001 Mining Lease
(the "Mining Lease") with the Company and the forgiveness of the Company's
obligation thereunder by the Seller to expend over $15,000 in a five year term
in assay and other improvements on the mining claims that were the subject of
the Mining Lease, with the execution and delivery of this Agreement by the
Seller to the Buyer being satisfactory evidence thereof, along with receipt of
the purchase price hereunder; (iv) the payment of the purchase price of the
Common Stock being purchased and sold under this Agreement; and (v) the
delivery to the Buyer of written Representations and Warranties by the Board
of Directors of Anticline in the form attached hereto as Exhibit D.
BUYER:
LIPIDVIRO TECH, INC.
Dated: 6/24/03 By /s/ Xxxxx Xxxxxx, COO
5,000,000
Number of Shares Being Purchased
$65,718
Aggregate Purchase Price
ACCEPTED:
SELLER:
NORTH XXXX JOINT VENTURE, LLC
Dated: 6/24/03 By /s/ J. Xxxxxxx Xxxxxx, Esq., Manager
ESCROW AGENT:
Dated: 6/24/03 /s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
EXHIBIT A
Disbursement of $269,000 required to be paid by the Buyer as
follows:
Outstanding Liabilities:
Xxxxx X. Xxxxxxxxxx $10,000
Xxxx Xxxxxxxxx, Esq. 5,000
Xxxxxx, Xxxxxxx & Xxxxxxx (1) 1,450
Xxxxxxx X. Xxxxxxxxxx, Esq. 10,000
(Estimated)
Xxxx Xxxxxxx Xxxxxx, Esq. (2) 11,035
Xxxx X. Xxxxxx 20,000
Xxxxxx Xxxx (3) 20,000
Xxxxxx Xxxx (4) 52,588
$130,073
North Xxxx Joint Venture, LLC:
Cancellation of Mining Lease 3,459
Sale of 5,000,000 shares of
Anticline 65,718
69,177
Cancellation and/or Contribution to Capital of 500,000 shares of
common stock of the Company which have been authorized but
not yet issued:
Xxxx Xxxxxxx Xxxxxx, Esq. (5) $49,750
Xxxxx X. Xxxxxxxxxx 20,000
69,750
$269,000
(1) Xxxxxx, Xxxxxxx & Xxxxxxx have submitted an invoice in the
amount of $3,672.75; however, the Company disputes this
amount and has agreed to pay $1,200 plus $250 for the
preparation of the Company's tax returns.
(2) This amount includes funds advanced by Xx. Xxxxxx law practice and
funds advanced personally by Xx. Xxxxxx.
(3) This amount is in payment of promissory notes dated July 7, 2003,
in favor of Xxxxxx Xxxx ($5,000), X. Xxxx Family, LLC ($5,000), H
& H Group, LLC ($5,000) and Asset Transfer Corp. of America, Inc.
($5,000).
(4) This amount is in payment of consulting and finder's fees.
(5) Xx. Xxxxxx will accept as final payment, the lower of $49,750 or
the balance remaining in Xx. Xxxxxxxxxx'x Trust Account after
payment of Xx. Xxxxxxxxxx'x fees.
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. For services rendered in 2002, the undersigned was to be
issued 300,000 shares of the common stock of Anticline
pursuant to an S-8 Registration Statement which has not been
filed with the Securities and Exchange Commission;
2. That such shares have been authorized to be issued by
Anticline but have not yet been issued;
3. That as of June 17, 2003, the undersigned had personally
loaned or advanced on behalf of the Company, $10,035, and
his law practice had advanced $1,000 in court filing fees,
photocopying, printing and mailing costs, for a total of
$11,035;
4. That Anticline is indebted to the undersigned in the amount
of $20,000 for services rendered to the Company;
5. That in consideration of the payment of $60,785 to be paid
to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned (i) will relinquish
his interest in the 300,000 shares which were to be issued
pursuant to the S-8 Registration Statement; (ii) will waive
his right to receive $20,000 for services rendered to the
Company; (iii) will compromise any and all other
indebtedness of every kind or nature whatsoever of Anticline
owing to the undersigned.
Dated: 6/24/03 /s/ Xxxx Xxxxxxx Xxxxxx, Esq.
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. On July 3, 2001, Anticline executed a promissory note
payable to the undersigned in the amount of $10,000;
2. For services rendered in 2002, the undersigned was to be
issued 200,000 shares of the common stock of Anticline
pursuant to an S-8 Registration Statement which has not been
filed with the Securities and Exchange Commission;
3. That such shares have been authorized to be issued by
Anticline but have not yet been issued; and
4. That in consideration of the payment of $30,000 to be paid
to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned will (i)
acknowledge the payment in full of the promissory note dated
July 3, 2001, (ii) will relinquish his interest in the
200,000 shares which were to be issued pursuant to the S-8
Registration Statement; and (iii) will compromise any and
all indebtedness of every kind or nature whatsoever of
Anticline owing to the undersigned.
Dated: 6/24/03 /s/ Xxxxx X. Xxxxxxxxxx
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. On June 29, 2001, Anticline executed a promissory note
payable to the undersigned in the amount of $20,000;
2. That in consideration of the payment of $20,000 to be paid
to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned will (i)
acknowledge the payment in full of the promissory note dated
June 29, 2001, and (ii) will compromise any and all
indebtedness of every kind or nature whatsoever of Anticline
owing to the undersigned.
Dated: 6/24/03 /s/ Xxxx X. Xxxxxx
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. That he introduced representatives of Anticline and
LipidViro and as such is entitled to a finder's fee; and
2. That in consideration of the payment of $5,000 to be paid to
the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that undersigned will (i) acknowledge
the payment in full of the finder's fee due to him; and (ii)
will compromise any and all indebtedness of every kind or
nature whatsoever of Anticline owing to the undersigned.
Dated: 6/23/03 /s/ Xxxx Xxxxxxxxx, Esq.
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. On June 6, 2001, Anticline executed four promissory notes in
the amount of $5,000 each to Xxxxxx Xxxx; X. Xxxx Family,
LLC; H & H Group, LLC and Asset Transfer Corp. of America,
Inc.;
2. That the undersigned is authorized to execute these
representations and warranties on behalf of each of the
entities referred to in paragraph 1 above;
3. That the undersigned acted as a consultant and a finder to
Anticline and LipidViro; and
4. That in consideration of the payment of $72,588.33 to be
paid to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned will (i)
acknowledge the payment in full of the promissory notes
dated June 6, 2001, (ii) acknowledge payment in full of his
consultant and finder's fees; and (iii) will compromise any
and all indebtedness of every kind or nature whatsoever of
Anticline owing to the undersigned.
Dated: 6/23/03 /s/ Xxxxxx Xxxx
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. That the undersigned accounting firm has performed auditing
and review services for Anticline; and
2. That in consideration of the payment of $1,200 for review
services and an additional $250 for tax return preparation,
or a total of $1,450, to be paid to the undersigned from
funds deposited with Xxxxxxx X. Xxxxxxxxxx, Esq., Escrow
Agent, pursuant to the Share Purchase Agreement, that
undersigned will (i) acknowledge the payment in full of the
amounts due to it; and (ii) will compromise any and all
indebtedness of every kind or nature whatsoever of Anticline
owing to the undersigned.
XXXXXX, XXXXXXX & XXXXXXX
Dated: June 25, 2003 By /s/ Xxxxxxx X. Xxxxxx, Shareholder
EXHIBIT C
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. For services rendered in 2002, the undersigned was to be
issued 300,000 shares of the common stock of Anticline
pursuant to an S-8 Registration Statement which has not been
filed with the Securities and Exchange Commission;
2. That such shares have been authorized to be issued by
Anticline but have not yet been issued;
3. That as of June 17, 2003, the undersigned had personally
loaned or advanced on behalf of the Company, $10,035, and
his law practice had advanced $1,000 in court filing fees,
photocopying, printing and mailing costs, for a total of
$11,035;
4. That Anticline is indebted to the undersigned in the amount
of $20,000 for services rendered to the Company;
5. That in consideration of the payment of $60,785 to be paid
to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned (i) will relinquish
his interest in the 300,000 shares which were to be issued
pursuant to the S-8 Registration Statement; (ii) will waive
his right to receive $20,000 for services rendered to the
Company; (iii) will compromise any and all other
indebtedness of every kind or nature whatsoever of Anticline
owing to the undersigned.
Dated: 6/24/03 /s/ Xxxx Xxxxxxx Xxxxxx, Esq.
REPRESENTATIONS AND WARRANTIES OF
CREDITOR OF ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx Joint Venture LLC, a Utah limited liability company ("North Xxxx"),
and LipidViro Tech, Inc., a Utah corporation ("LipidViro"), pursuant to which
LipidViro will purchase approximately 96% of the outstanding voting securities
of Anticline Uranium, Inc. ("Anticline"), LipidViro has required certain
representations regarding the liabilities of Anticline; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the undersigned acknowledges that he is a creditor of
Anticline and represents and warrants as follows:
1. On July 3, 2001, Anticline executed a promissory note
payable to the undersigned in the amount of $10,000;
2. For services rendered in 2002, the undersigned was to be
issued 200,000 shares of the common stock of Anticline
pursuant to an S-8 Registration Statement which has not been
filed with the Securities and Exchange Commission;
3. That such shares have been authorized to be issued by
Anticline but have not yet been issued; and
4. That in consideration of the payment of $30,000 to be paid
to the undersigned from funds deposited with Xxxxxxx X.
Xxxxxxxxxx, Esq., Escrow Agent, pursuant to the Share
Purchase Agreement, that the undersigned will (i)
acknowledge the payment in full of the promissory note dated
July 3, 2001, (ii) will relinquish his interest in the
200,000 shares which were to be issued pursuant to the S-8
Registration Statement; and (iii) will compromise any and
all indebtedness of every kind or nature whatsoever of
Anticline owing to the undersigned.
Dated: 6/24/03 /s/ Xxxxx X. Xxxxxxxxxx
EXHIBIT D
REPRESENTATIONS AND WARRANTIES OF THE
BOARD OF DIRECTORS OF
ANTICLINE URANIUM, INC.
RECITALS
WHEREAS, North Xxxx Joint Venture LLC, a Utah limited liability
company ("North Xxxx"), presently owns 5,000,000 shares or approximately 96%
of the outstanding voting securities of Anticline Uranium, Inc. (the "Company"
or "Anticline"), based upon the assumption that 500,000 shares of common stock
authorized to be issued to and registered on Form S-8 to the undersigned
directors have not been issued and are not presently outstanding; and
WHEREAS, LipidViro Tech, Inc., a Utah corporation ("LipidViro"),
is desirous of acquiring all of the securities of Anticline owned by North
Xxxx; and
WHEREAS, as a condition to the Share Purchase Agreement between
North Xxxx and LipidViro, LipidViro has required that the Board of Directors
of Anticline make certain representations and warranties upon which LipidViro
can rely respecting Anticline; and
WHEREAS, the Board of Directors has conducted a due diligence
inquiry of LipidViro, its principals and agents, and believes that the
acquisition of a controlling interest in the Company by LipidViro would be
beneficial to Anticline and its stockholders; and
WHEREAS, in order to facilitate the completion of the Share
Purchase Agreement, the Board of Directors of Anticline is willing to and
desirous of make certain representations and warranties to LipidViro;
NOW, THEREFORE, the Board of Directors, by and through the
undersigned, hereby make the following representations and warranties to
LipidViro, with the intention that LipidViro may rely upon these
representations and warranties, to-wit:
Corporate Status; Compliance with Securities Laws. Anticline is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the character
or ownership of its properties makes such licensing or qualification necessary
(Nevada only). Anticline is a publicly-held company, having previously and
lawfully offered and sold a portion of its securities in accordance with
applicable federal and state securities laws, rules and regulations.
Anticline's common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") under the symbol "ANTL,"
though there is not an "established trading market" for these securities.
Anticline is not in violation of any federal or state securities laws.
Capitalization. The current pre-Agreement authorized capital
stock of Anticline consists of 50,000,000 shares of $0.001 par value common
voting stock, of which 5,213,112 shares are issued and outstanding, all fully
paid and non-assessable. Except as otherwise provided herein, there are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued common or other securities of
Anticline.
Financial Statements. The financial statements of Anticline
contained in its Form 10KSB Annual Report for the year ended December 31,
2002, and its Form 10QSB Quarterly Report for the quarter ended March 31,
2003, are true and correct in every material respect, and do not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which they were made, not misleading.
Incumbent Directors. The current directors of Anticline are Xxxx
Xxxxxxx Xxxxxx, Esq. and Xxxxx X. Xxxxxxxxxx.
Undisclosed Liabilities. The total present outstanding
liabilities of Anticline are as contained in Exhibit A hereto.
Interim Changes. Since the dates of its balance sheets, there
have been no (1) changes in financial condition, assets, liabilities or
business of Anticline which, in the aggregate, have been materially adverse;
(2) damages, destruction or losses of or to property of Anticline, payments of
any dividend or other distribution in respect of any class of stock of
Anticline, or any direct or indirect redemption, purchase or other acquisition
of any class of any such stock; or (3) increases paid or agreed to in the
compensation, retirement benefits or other commitments to its employees.
Title to Property. Anticline has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of Anticline are subject to no mortgage, pledge,
lien or encumbrance, with respect to which no default exists.
Litigation. There is no litigation or proceeding pending, or to
the knowledge of Anticline, threatened, against or relating to Anticline, its
properties or business. Further, no officer, director or person who may be
deemed to be an "affiliate" of Anticline is party to any material legal
proceeding which could have an adverse effect on Anticline (financial or
otherwise), and none is party to any action or proceeding wherein any has an
interest adverse to Anticline.
Books and Records. Anticline will (i) give to LipidViro or their
respective representatives full access during normal business hours to all of
Anticline's offices, books, records, contracts and other corporate documents
and properties so that they or their respective representatives may inspect
and audit them; and (ii) furnish such information concerning the properties
and affairs of Anticline as they or their respective representatives may
reasonably request.
Confidentiality. Anticline and its representatives will keep
confidential any information which they obtain from LipidViro concerning the
properties, assets and business of LipidViro.
Environmental Matters. Anticline has not conducted any mining
activities on the August 10, 2001, Mining Lease with North Xxxx, and Anticline
has no knowledge of any assertion by any governmental agency or other
regulatory authority of any environmental lien, action or proceeding, or of
any cause for any such lien, action or proceeding related to the business
operations of Anticline. In addition, to the best knowledge of Anticline,
there are no substances or conditions which may support a claim or cause of
action against Anticline or any of Anticline' current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials" or "toxic substances" under any applicable federal or state laws or
regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
Corporate Authority. Anticline has full corporate power and
authority to deliver these Representations and Warranties to LipidViro or
their respective representatives by virtue of resolutions of the Board of
Directors.
Due Authorization. Delivery of these Representations and
Warranties by Anticline have been duly authorized by all requisite corporate
action on the part of Anticline, and delivery thereof will not violate any
provision of the Articles of Incorporation or Bylaws of Anticline.
THE BOARD OF DIRECTORS:
Dated: 6/24/03 By /s/ Xxxx Xxxxxxx Xxxxxx, Esq.,
Director
Dated: 6/24/03 By /s/ Xxxxx X. Xxxxxxxxxx, Director
