EXHIBIT NO. 2(A)
OFFER TO PURCHASE
BETWEEN: Xxxxxxx Xxxx and 124612 Canada Inc. (together the "Vendor")
000 Xxxxxxxx Xx.,Xxxxxx, Xxxxxx X0X 0X0
AND:
Xxxxxxx Xxxxx Resources Inc. (the "Purchase")
X.X. Xxx 0000 Section "A" 00000 - 00xx Xxxxxx
Xxxxxx, X.X. X0X 0X0
WHEREBY the Vendor is the direct and indirect owner of 22,098 shares of
La Compagnie Ultra Clair Inc. ("Ultra Clair"), a company duly registered and
incorporated under the laws of the Province of Quebec;
AND WHEREAS the Vendor wishes to sell and the Purchaser wishes to
secure an option to buy 22,098 shares (the Vendor's shares) of Ultra Clair from
the Vendor under the following terms and conditions.
NOW THEREFORE in consideration of the premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. The Purchaser agrees to pay to the Vendor the sum of forty-five thousand
dollars ($45,000.00) upon the signing of this agreement and will have the
option, at the Purchaser's sole discretion to pay a further one hundred and
ninety thousand dollars ($190,000.00) on or before December 15, 1993 in one lump
sum payment, to complete the purchase of the Vendor's shares. The first payment
of $45,000 will be deposited in trust. Should Xxxxxxx Xxxxx complete the second
payment of $190,000 then the $45,000 shall be released to the Vendor. If Xxxxxxx
Xxxxx is unable to exercise the option, then the $45,000 shall be paid to
Ultra-Clair to cover the past due amounts on Xxxxxxx Xxxxx'x license agreement
with Ultra-Clair.
2. The Vendor represents and warrants to the Purchaser that:
A. He is the beneficial and/or registered owner of 22,098 shares
being all of the Vendor's shares of Ultra Clair, free and
clear of all liens, claims and encumbrances whatsoever;
B. He has due and sufficient right and authority to enter into
this agreement on the terms and conditions herein set forth;
C. The attached Schedule "B" is the current list of outstanding
shares of La Compagnie Ultra-Clair Inc. and no further share
issuances shall be made until the termination of this
agreement either through closing or expiry;
D. No person, firm or corporation other than Xxxxxxx Xxxxx has
any agreement or right to option or purchase any of the
Vendor's shares;
E. As President and controlling shareholder of Ultra Clair, he
will maintain in every way possible the current and proper
business conduct of Ultra Clair;
F. From the date of signing of this agreement, the Vendor shall
not in any way whatsoever permit the licensing of further
rights to distribute the product of Ultra Clair to any
individuals or corporations either affiliated or at arm's
length to the Company, without the prior written consent of
the Purchaser.
G. Upon receipt of the final payment, to transfer forthwith the
Vendor's shares of Ultra Clair into the name of Xxxxxxx Xxxxx
Resources Inc.
H. To resign as president and direct or Ultra Clair and to be
replaced by the addition of Xxxxx Xxxxx and Xxxxxx Xxxxxx on
the board of directors.
I. There are no existing agreements between any of the
shareholders of La Compagnie Ultra-Clair Inc. In particular,
but without limiting the foregoing, there are no agreements
which would allow the issuance of any further shares, the
cancellation of any existing shares, or restrict any of the
voting rights, except as follows: Xxxxxxx Xxxx has pledged an
amount approximately $22,000 to cover a charge by a third
party laid against the shares of Xxxxxx Xxxxx and Xxx Xxxxxx.
3. The Purchaser warrants to the Vendor that:
A. Xxxxxxx Xxxxx will honour all current licensing agreements of
which it has received notice and business arrangements
currently under contract between Ultra Clair and its clients,
suppliers and licenses until such contracts expire.
B. To maintain the employ of key personnel, namely Xxxxxxxx
Xxxxxxx and Xxx Xxxxxx under terms and conditions at least as
favourable as their current situation or as otherwise may be
mutually agreed between the parties.
C. To carry on the current business operations and maintain
proper books and records of the affairs of the Company under
the laws and jurisdiction of the Province of Quebec until such
time as the board of directors and shareholders shall decide
otherwise.
D. Xxxxxxx Xxxxx and/or any of its directors will replace Xxxxxxx
Xxxx as guarantor for the bank line of credit for Ultra-Clair
which currently stands at $150,000.00.
E. Xxxxxxx Xxxxx will guarantee the purchas4e of any of the
issued and outstanding shares of Ultra-Clair as outlined in
Schedule "B" that Xxxxxxx Xxxx may obtain from the existing
shareholders or that the existing shareholders may be desirous
of selling, at a price to be not less than the per share value
as calculated by the transaction outlined within this purchase
agreement. This guarantee is subject to, and extended for, a
period of 30 days from the date of closing.
Acknowledged and Agreed to this 30th day of September, 1993.
XXXXXXX XXXXX RESOURCES INC.
Per: /s/Xxxxxxx Xxxx Per: /s/ Xxxxx Xxxxx
124612 Canada Inc. Xxxxx Xxxxx
Per: /s/ Xxxxxxx Xxxx Per: /s/ Xxxxxxx X. Aelicks
Xxxxxxx Xxxx Xxxxxxx X. Aelicks
Schedule "A"
Direct and indirect shareholders of Xxxxxxx Xxxx in La Compagnie
Ultra-Clair, Inc.
CATEGORY "B" COMMON SHARES
000000 Xxxxxx Inc. 383
Xxxxxxx Xxxx 45
CATEGORY "F" PREFERRED SHARES
000000 Xxxxxx Inc. 4,550
CATEGORY "G" PREFERRED SHARES
Xxxxxxx Xxxx 3,750
124612 Canada Inc. 13,370
------
SCHEDULE "B" 22,09
Total Issued and Outstanding Shares of La Compagnie
Ultra-Clair Inc.
CATEGORY "B" COMMON SHARES
Xxxxxx, Xxx 90
124612 Canada Inc. 000
Xxxxxxx, Xxxxxxxx 32
Xxxxx, Xxxxxx 90
Xxxxxxx Xxxx 45
CATEGORY "C" PREFERRED SHARES
Produits Nor-Do Inc. 236
CATEGORY "F" PREFERRED SHARES
000000 Xxxxxx Inc. 4,550
CATEGORY "G PREFERRED SHARES
Xxxxxx, Xxx 3,125
Xxxxx, Xxxxxx 3,125
Xxxxxxx Xxxx 3,750
124612 Canada Inc. 13,370
