EXHIBIT 3.26
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT dated for reference the 31st day of March, 2002.
BETWEEN:
Xxxxxxx Xxxxx
XX Xxxxx
Xxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxxx
(individually a "Vendor" and collectively the "Vendors")
OF THE FIRST PART
and:
Ianett international systems ltd. a company duly incorporated
under the laws of the Province of British Columbia and having
its registered and records office at 1200 - 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter called the "Purchaser")
OF THE SECOND PART
AND:
DATA FORTRESS TECHNOLOGIES GROUP (2002) INC., a company duly
incorporated under the laws of the Province of British
Columbia and having its head office at LM - 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX
(the "Company")
OF THE THIRD PART
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WHEREAS:
4. A. The Vendors are the legal and beneficial owners of all of the issued
and outstanding shares in the capital stock of the Company;
5. B. The Vendors wish to sell and the Purchaser wishes to purchase all of
the issued and outstanding shares in the capital stock of the Company
(the "Company Shares"); and
C. The Vendors have agreed to sell to the Purchaser and the Purchaser has
agree to purchase from the Vendors the Company Shares, with the
intention that the Vendors effect a Reverse Take-Over of the Purchaser
("RTO"), upon and subject to the terms and conditions herein set forth,
it being the intention of the parties hereto that the purchase price
for the Company Shares will be the fair market value thereof and that
for income tax purposes the parties hereto will elect that the Company
Shares shall be transferred at an amount equal to the agreed election
amount as determined solely by the Vendor (the "Agreed Election
Amount"), as hereinafter defined, plus costs of disposition,
respectively, pursuant to subsection 85(1) of the Income Tax Act (the
"Tax Act")
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged by the parties), the parties
covenant and agree as follows:
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SECTION 1
INTERPRETATION
1.1 Definitions.
(a) "Agreement" means this agreement;
(b) "Business" means the business carried on by the Company and
its three wholly owned subsidiaries, Data Fortress
Technologies Ltd., Connect West Networks Ltd. and Pacific Ram
Distribution Corp. (collectively the "Subsidiaries") which
provides collocation and managed server hosting services,
augmented by the related companies that provide wholesale
complimentary equipment sales, complimentary contract IT
networking services and the installation and operation of a
redundant 3.2 kilometer fiber optic ring ("data loop") in
downtown Vancouver, connecting the Data Fortress data center
to the Internet backbone at Harbour Centre;
(c) "Closing" means the completion of the purchase and sale of the
Company Shares on the Closing Date and occurring at the
offices of Fraser and Company, Barristers and Solicitors,
Xxxxx 0000, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0
at 10:00 a.m. Vancouver time;
(d) "Closing Date" means a date which is three business days
following the approval of this Agreement by the Exchange;
(e) "Employees" means all present employees and staff of the
Company;
(f) "Exchange" means the Canadian Venture Exchange;
(g) "Premises" means the land and buildings described in the
sub-lease which are occupied by the Company and its
Subsidiaries to carry on the Business, and having an address
at LM - 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX;
(h) "Purchase Price" means the sum described in Section 3.1.
(i) "Vendor" is a resident of Canada for purposes of the Tax Act.
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SECTION 2
SALE AND PURCHASE OF COMPANY SHARES
2.1 Sale and Purchase of Company Shares. Each of the Vendors agrees to sell
and the Purchaser agrees to purchase all of the Company Shares owned by
such Vendors upon the terms and conditions herein contained. The number
of Company Shares owned by each of the Vendors is as follows:
NO. OF
NAME OF VENDOR COMPANY SHARES
-------------------------------------------
Xxxxxxx Xxxxx 8,566,667
Xx Xxxxx 8,566,667
Xxxx Xxxxx 3,033,333
Xxxxxx Xxxxxxx 5,533,333
Xxxx Xxxxxx 4,300,000
-------------------------------------------
Total 30,000,000
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SECTION 3
PURCHASE PRICE
3.1 Amount of Purchase Price. In consideration of the sale of the Company
Shares by the Vendors to the Purchaser, the Purchaser agrees to issue
30,000,000 shares to the Vendors at a deemed value of $0.10 per share.
The number of Purchaser shares to be issued is as follows:
NO. OF
NAME OF VENDOR PURCHASER SHARES
--------------------------------------------
Xxxxxxx Xxxxx 8,566,667
Xx Xxxxx 8,566,667
Xxxx Xxxxx 3,033,333
Xxxxxx Xxxxxxx 5,533,333
Xxxx Xxxxxx 4,300,000
-----------------------------------------
Total
3.2 The Vendors acknowledge that all Purchaser Shares held by persons who
will be principals of the Purchaser at the time of the Exchange notice
confirming final acceptance of the RTO must be placed in escrow and be
released in schedules in accordance with Exchange policy. The Vendors
also acknowledge that the Exchange may impose similar escrow
restrictions on Vendors who are not principals.
3.3 Signatories Until Purchase Price Paid. Until the Purchase Price is paid
in full, one of either Xxxxxx X. Xxxxxx or Xxxxxx New either alone or
together with any additional signatories designated by the Purchaser,
shall sign all cheques issued by the Company.
3.4 Disclosure by Purchaser and the Company Until Purchase Price Paid.
Until the Purchase Price is paid in full, the controller of the Company
and the Purchaser shall provide financial information to each other
concerning the Company and the Purchaser, provided at all times that
provision of such financial information shall not contravene the
disclosure rules binding the Company and the Purchaser.
SECTION 4
LOAN BY TO THE COMPANY, COSTS AND FINDER'S FEE
4.1 Loan. As a condition of the sale of the Company Shares to the Purchaser
and the issuance of the Shares Vendors, the Purchaser has agreed and
has advanced a total of $25,000 to the Company (see the loan agreement
attached as Schedule 4.1) This advanced loan is to fund related
regulatory expenses on behalf of the Company relating to the
Acquisition including a year end audit and any related stub periods.
4.2 Purchaser Obligations. The Purchaser agrees that in the event that the
sale of the Company's Shares shall not be completed and this Agreement
is consequently terminated, by either party, the Company shall not be
obligated to repay the Purchaser those expenses as set out in Section
4.1.
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4.3 Purchaser Costs. Except for the conditions in paragraph 4.1 herein, all
of the costs for the Exchange sponsorship fees and the RTO application
fees shall be borne by the Purchaser.
4.4 Finder's Fee. If the RTO completes, the Purchaser agrees to pay a
finder's fee to Calderan Ventures Ltd. of up to 5% of the value of the
transaction, in accordance with the finders fee agreement (attached as
Schedule 4.4) and subject to Exchange approval.
SECTION 5
BOARD OF DIRECTORS OF THE PURCHASER
5.1 Appointment of Additional Directors. On the Closing Date, the Board of
the Directors of the Purchaser will be increased from three to seven.
The Purchaser will hold a shareholders meeting to approve the RTO, the
increase in the number of directors to seven, and the election of new
directors of which five directors will be nominees appointed by the
Company to be recommended to the shareholders by management of the
Purchaser,
SECTION 6
REPRESENTATIONS AND WARRANTIES OF THE VENDORS
6.1 Representations and Warranties of the Vendors. To induce the Purchaser
to enter into and complete the transactions contemplated by this
Agreement, each of the Vendors individually represent and warrant, as
of the date hereof and as of the Closing Date, that:
(a) such Vendor has due and sufficient right and authority to
enter into this Agreement on the terms and conditions herein
set forth and to sell and transfer the legal and beneficial
title and ownership of the Company Shares to the Purchaser;
(b) none of the Vendors are non-residents of Canada within the
meaning of the Income Tax Act (Canada);
(c) the execution, delivery and performance of this Agreement and
the completion of the transactions contemplated hereby will to
the best of his knowledge and belief:
(i) not constitute a breach by such Vendor of any
statute, bylaw or regulation or of the Company's
memorandum or articles of association;
(ii) not result in a breach of any terms or provisions, or
constitute a default under any agreement, indenture,
mortgage, instrument, judgment or decree to which
such Vendor is a party or by which such Vendor is
bound; and
(iii) not result in the creation of any lien, encumbrance
or other charge on the Company Shares;
(d) the Company Shares were issued in accordance with Securities
Act of BC and the Regulations and the applicable laws of the
Province of British Columbia;
(e) such Vendor is the registered and beneficial owner of his
respective Company Shares and has good and marketable title to
his Company Shares, and such Company Shares are free and clear
of all liens, claims, charges and encumbrances of every nature
and kind whatsoever;
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(f) the execution and delivery of this Agreement and the
completion of the transaction contemplated hereby will not
cause or otherwise result in any tax liability relating to the
Company Shares other than capital gains taxes payable by such
Vendor;
(g) such Vendor has no information or knowledge of any facts
relating to the Company or the Business if known to the
Purchaser, might reasonably be expected to deter the Purchaser
from completing the transaction of purchase and sale herein
contemplated;
(h) no certificate furnished by or on behalf of the Vendors to the
Purchaser at the Closing in respect of the representations,
warranties, and covenants of the Vendors herein will contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained
therein not misleading;
(i) such Vendor acknowledges and agrees that the Purchase Price it
is going to receive is the Purchaser Shares and the Vendor has
the capacity to protect its own interest in connection with
the acquisition of the Purchaser Shares and is capable of
evaluating the merits and the risks of an investment in the
Purchaser by reason of its business and financial knowledge
and experience;
(j) such Vendor is acquiring the Purchaser Shares for investment
for its own account and not as a nominee or agent and not with
a view to, or for resale in connection with, any distribution
thereof.
(k) such Vendor represents and acknowledges that it has been
solely responsible for its own due diligence investigation of
the Purchaser, its management and business, for its own
analysis of the merits and risks of this investment and for
its own analysis of the terms of investment and that in taking
any action or performing any role relative to the proposed
investment, it has acted solely in its own interest and that
neither it, nor any of its agents and employees have acted as
agents, employees, partners or fiduciaries of any other person
or as an agent of the Purchaser or as an issuer, underwriter,
broker, dealer or investment adviser relative to this
investment;
(l) such Vendor understands that the Purchaser has a limited
operating history and that investment in the Purchaser
involves substantial risks. Such Vendor further understands
that the acquisition of the Purchaser Shares would be a highly
speculative investment.
6.2 Representations and Warranties in Closing Documents. All statements
contained in a certificate or other instrument delivered by or on
behalf of the Vendors pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations
and warranties by the Vendors hereunder.
6.3 Survival of Representations and Warranties. The representations and
warranties of the Vendors contained in this Agreement shall survive the
Closing and the payment of the Purchase Price and, notwithstanding the
Closing and the payment of the Purchase Price, the representations and
warranties of the Vendors shall continue in full force and effect for
the benefit of the Purchaser.
6.4 Reliance. The Vendors acknowledge and agree that the Purchaser has
entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement as a
portion of the information the Purchaser is relying on in making the
decision to enter into this Agreement.
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SECTION 7
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
7.1 Representations and Warranties of the Company. To induce the Purchaser
to enter into and complete the transactions contemplated by this
Agreement, the Company represents and warrants, as of the date hereof
and as of the Closing Date, that:
(a) the execution, delivery and performance of this Agreement and
the completion of the transactions contemplated hereby will to
the best of the Company's knowledge and belief:
(i) not constitute a breach by the Company of any
statute, bylaw or regulation or of the Company's
memorandum or articles of association;
(ii) not result in a breach of any terms or provisions, or
constitute a default under any agreement, indenture,
mortgage, instrument, judgment or decree to which the
Company is a party or by which the Company is bound;
and
(iii) not result in the creation of any lien, encumbrance
or other charge on the Company Shares;
(b) the authorized capital of the Company consists of 100,000,000
common shares with no par value of which 30,000,000 common
shares are issued and outstanding. All of the issued shares of
the Company are held by the Vendors;
(c) the Company Shares are duly authorized, validly issued and
outstanding as fully paid and non-assessable shares and
constitute 100% of all of the issued and outstanding shares in
the capital of the Company;
(d) no person, firm or corporation has any agreement or option or
a right capable of becoming an agreement for the purchase of
the Purchaser Shares, any other shares in the capital of the
Company owned by the Vendors or any right capable of becoming
an agreement for the purchase, subscription or issuance of any
of the unissued shares in the capital of the Company;
(e) the Company has three wholly owned subsidiaries, Data Fortress
Technologies Ltd., Connect West Networks Ltd. and Pacific Ram
Distribution Corp. (collectively the "Subsidiaries") and the
Company and the Subsidiaries have the corporate power to carry
on the businesses carried on by it and is duly qualified to
carry on business in the Province of British Columbia;
(f) the Company and the Subsidiaries hold all licenses and permits
as may be requisite for carrying on its business in the manner
in which it has heretofore been carried on;
(g) the Company and the Subsidiaries are company duly incorporated
under the laws of the Province of British Columbia and are
valid and subsisting companies in good standing under the laws
of the Province of British Columbia;
(h) the Company has never owned any real property and the Premises
are sub-leased to the Company from CK and XX Xxxxx (the
"Landlord"), and a true and complete copy of such sub-lease is
attached as Schedule 7.1(h) to this Agreement;
(i) the Company and the Subsidiaries carry on business in the
Province of British Columbia and do not carry on business in
any other province or territory of Canada nor in another
country.
(j) no dividend declared by the Company or the Subsidiaries have
remained unpaid;
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(k) except for the payment of salaries, bonuses, sales commission
and reimbursement for out-of-pocket expenses in the ordinary
course, at Closing the Company or the Subsidiaries will not be
indebted to any of the Vendors, or any director, officer or
employee of the Company, any affiliate or associate or any of
them, on any account whatsoever, other than what is disclosed
in the September 30, 2001 stub interim financial statements;
(l) Schedule 7.1(l) contains a true and complete list of all
obligations, commitments and indebtedness of, and security
given by, the Company and the Subsidiaries and the Company and
the Subsidiaries will not have any other outstanding
indebtedness or any other liabilities. ;
(m) all accounts receivable of the Company and the Subsidiaries
recorded in the books of the Company and the Subsidiaries are
bona fide, good and collectible without set-off or
counterclaim except as contained in Schedule 7.1(m);
(n) the memorandum and articles of the Company and the
Subsidiaries have not been altered since the incorporation of
the Company and the registers of members, registers of
directors, and the minutes of members and directors meetings
of the Company and the Subsidiaries contained in the minute
book of the Company and the Subsidiaries are accurate and
complete and document all material occurrences and actions of
the Company and the Subsidiaries since incorporation, and all
meetings of directors and shareholders have, since
incorporation, been duly held;
(o) Schedule 7.1(o) contains a true and complete list and
description of all of the Company's or the Subsidiaries'
written contracts, bonus plans, undertakings or arrangements
with Employees, lessees, licensees, managers, accountants,
suppliers, agents, distributors, officers, directors, lawyers
or others;
(p) Schedule 7.1(p) contains a true and complete list of all the
Employees of the Company and the Subsidiaries and sets forth
their job descriptions, terms of employment (including hourly
rate and rate of annual remuneration, dates and amounts of the
most recent salary increases and benefits) and the duration of
their employment with the Company or the Subsidiaries.
Schedule 7.1(o) also sets forth the names of all Employees who
are on disability, maternity or other authorized leave or who
are receiving workers' compensation or short or long-term
disability benefits. The Employees are not unionized, there is
no collective bargaining agreement between the Company or the
Subsidiaries and their Employees and the Vendor is not aware
of any formal attempts to organize or unionize the Employees
of the Company or the Subsidiaries, but is aware of rumoured
attempts at same presently and in the past, although no formal
presentation has been made to management. There have not been
any labour difficulties or work stoppages or threats thereof
affecting the Business;
(q) all information necessary for the calculation of any tax
liability of the Company or the Subsidiaries has been or will
prior to the Closing Date be disclosed to the Purchaser;
(r) the execution and delivery of this Agreement and the
completion of the transaction contemplated hereby will not
cause or otherwise result in any tax liability relating to the
Company Shares other than capital gains taxes payable by such
Vendor;
(s) the Company and the Subsidiaries maintain insurance against
loss or damage to its property and with respect to public
liability as is in accordance with prudent business practice;
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(t) there is no basis for and there are no actions, suits,
judgements, investigations or proceedings outstanding or
pending or to the knowledge of the Company, the Subsidiaries
or any of the Vendors threatened against or affecting the
Company or the Subsidiaries at law or in equity or before or
by any federal, provincial, municipal or other governmental
department, commission, board, bureau or agency;
(u) to the best of the Vendors' knowledge, the Company or the
Subsidiaries are not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which
they are subject or which apply to them;
(v) attached hereto as Schedule 7.1(v) are true and complete
copies of the Company's and the Subsidiaries audited financial
statements for the fiscal year ended March 31, 2001 and
unaudited financial statements for the fiscal quarter ending
November 30, 2001 (the "Company's Financial Statements");
(w) since the date of the most recent Company or the Subsidiaries
Financial Statements there has not been:
(i) any changes in the condition or operations of the
Business, assets or financial affairs of the Company
or the Subsidiaries which are or may be, individually
or in the aggregate, materially adverse or which are
outside the ordinary and normal course of business;
(ii) any damage, destruction or loss, labour trouble or
other event, development or condition (whether or not
covered by insurance) which has not been disclosed to
the Purchaser, which has or may adversely affect the
Business, assets, properties or future prospects of
the Company or the Subsidiaries;
(x) since the date of the most recent Company and Subsidiaries
Financial Statements, the Company and the Subsidiaries have
not:
(i) increased or agreed to increase the pay of, or paid
or agreed to pay any pension, bonus, share or profits
or other similar benefit to, any director, employee
or officer or former director, employee or officer of
the Company or the Subsidiaries except the reasonable
amounts as a normal course of business;
(ii) made payments of any kind to or on behalf of such
Vendor or any affiliate or associate of such Vendor
or under any management agreement save and except
business related expenses and salaries in the
ordinary course of the Business and at the regular
rates payable to them and payout of shareholder and
related Company or the Subsidiaries debts;
(iii) declared or paid any dividend, made any distribution
of its shares, redeemed or purchased any of its
shares, or reduced its authorized or issued capital;
or
(iv) authorized or agreed or otherwise become committed to
do any of the foregoing.
(v) except as disclosed in Schedule 7.1(y) the Business
and its assets comply with all applicable laws,
judgments, decrees, orders, injunctions, rules,
statutes and regulations of all courts, arbitrators
or governmental authorities;
(y) the Company and the Subsidiaries do not have any guarantees
with respect to the obligations of any other person and has no
indemnities or contingent or indirect obligations with respect
to the obligation of any other person; and
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(z) Schedule 7.1(z) contains a true and complete list of the
domain names, patents, service marks, trade names, trademarks,
industrial designs, or industrial property rights
(collectively, "Intellectual Property") held by or registered
in the name of the Company or the Subsidiaries.
7.2 Representations and Warranties in Closing Documents. All statements
contained in a certificate or other instrument delivered by or on
behalf of the Company hereto or in connection with the transactions
contemplated hereby shall be deemed to be representations and
warranties by the Company hereunder.
7.3 Survival of Representations and Warranties. The representations and
warranties of the Company contained in this Agreement shall survive the
Closing and the payment of the Purchase Price and, notwithstanding the
Closing and the payment of the Purchase Price, the representations and
warranties of the Company shall continue in full force and effect for
the benefit of the Purchaser.
7.4 Reliance. The Company acknowledges and agrees that the Purchaser has
entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement as a
portion of the information the Purchaser is relying on in making the
decision to enter into this Agreement.
SECTION 8
COVENANTS OF THE VENDORS
8.1 Vendors' Covenants. Each of the Vendors individually covenants and
agrees with the Purchaser that from and after the date of execution of
this Agreement to the Closing Date each of the Vendors will to the best
of his ability ensure the execution and delivery of all documents and
instruments required to be executed and delivered by the Vendors
hereunder and will take all steps and proceedings and execute such
further assurances and documents as may be required to effect the
transfer to and register the Company Shares in the name of the
Purchaser and to fulfill the terms and conditions of this Agreement.
8.2 Indemnity by the Vendors. Without prejudicing any other remedy
available to the Purchaser at law or in equity, the Vendors shall
indemnify and save harmless the Purchaser from and against any and all
costs, losses, damages or expenses suffered or incurred by the
Purchaser in any manner arising out of or relating to:
(a) any representation or warranty of the Vendors set forth in
this Agreement being untrue or incorrect or the failure of the
Vendors to observe or perform any of their obligations
pursuant hereto;
(b) any misrepresentation in or omission from any certificate or
other instrument furnished to the Purchaser hereunder; and
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any
of the foregoing.
8.3 Indemnity by Xxxxxxx Xxxxx, Xx Xxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxx And
Xxxx Xxxxxx. Without prejudicing any other remedy available to the
Purchaser at law or in equity, Xxxxxxx Xxxxx, Xx Xxxxx, Xxxx Xxxxx,
Xxxxxx Xxxxxxx And Xxxx Xxxxxx shall indemnify and save harmless the
Purchaser from and against any and all costs, losses, damages or
expenses suffered or incurred by the Purchaser in any manner arising
out of or relating to any and all indebtedness or liability of the
Company existing at the time of the Closing which was not disclosed in
writing to the Purchaser by them.
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SECTION 9
COVENANTS OF THE COMPANY
9.1 Company's Covenants. The Company covenants and agrees with the
Purchaser that from and after the date of execution of this Agreement
to the Closing Date the Company will to the best of its ability:
(a) conduct and cause each of the Subsidiaries to conduct its
business in the ordinary and normal course and will not do or
fail to do anything that would result in the representations
and warranties of the Company herein not to be true and
correct at the time of Closing;
(b) give and cause each of the Subsidiaries to give the Purchaser
and its representatives full and complete access to the
Premises and books and records of the Company and the
Subsidiaries, authorize all government agencies or offices to
disclose to the Purchaser and its representatives any
information concerning the Company and the Subsidiaries and
the Business which the Purchaser considers relevant and will
furnish, and will require the Company's and the Subsidiaries'
bankers, accountants / auditors and other advisors to furnish
to the Purchaser all financial and operating data and other
information with respect to the Business, the Company and the
Subsidiaries as the Purchaser shall request providing the
Purchaser signs a non-disclosure agreement;
(c) execute and deliver all documents and instruments required to
be executed and delivered by the Company hereunder and will
take all steps and proceedings and execute such further
assurances and documents as may be required to effect the
transfer to and register the Company Shares in the name of the
Purchaser and to fulfill the terms and conditions of this
Agreement;
(d) deliver to the Purchaser true and complete copies of all
contracts and other documents and instruments disclosed in
this Agreement or in the Schedules hereto and will not amend
any of them or enter into any other contract without the prior
written consent of the Purchaser which will not be reasonably
withheld;
(e) execute and deliver on the Closing Date the statutory
declarations contemplated by Sections 14.1(b) and 14.2(f)
hereof dated the Closing Date in a form reasonably
satisfactory to the Purchaser's solicitors;
(f) obtain all necessary shareholders and directors resolutions to
effect the transactions contemplated by this Agreement and do
all other things reasonably necessary to facilitate the
transactions contemplated herein;
(g) immediately notify the Purchaser of any state of facts which
may reasonably result in a representation or warranty
contained herein being untrue or incorrect in any material
respect, or which may result in the nonfulfillment of any
condition set forth herein;
(h) maintain all existing insurance coverage with respect to the
Business and Premises in full force and effect until
completion of the Closing;
(i) ensure that Xxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxx
Xxxxxx and Xxxxx Xxxxxx ("Employees") enter into management
agreements with the Company effective as of the Closing Date
on the terms and conditions satisfactory to the Company and
the employees.
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(j) arrange for the Company's (consolidated with the Subsidiaries)
Financial Statements for the year ending March 31, 2001 to be
audited by Xxxxx, Xxxxxx & Xxxxxx, the Company's auditor; and
(k) provide the Purchaser with evidence to its satisfaction that
the Company and the Subsidiaries are current in the payment of
all salaries and other remunerations, taxes, charges, levies,
fees, deductions and remittances pursuant to the Income Tax
Act, the Canada Pension Plan, the Unemployment Insurance Act,
the Medical and Health Care Services Act, the Workers'
Compensation Act and any other applicable legislation or
contractual requirements.
9.2 Indemnity by the Company. Without prejudicing any other remedy
available to the Purchaser at law or in equity, the Company shall
indemnify and save harmless the Purchaser from and against any and all
costs, losses, damages or expenses suffered or incurred by the
Purchaser in any manner arising out of or relating to:
(a) any representation or warranty of the Company set forth in
this Agreement being untrue or incorrect or the failure of the
Company to observe or perform any of its obligations pursuant
hereto;
(b) any and all indebtedness or liability of the Company existing
at the time of the Closing which was not disclosed in writing
to the Purchaser by the Company;
(c) any misrepresentation in or omission from any certificate or
other instrument furnished to the Purchaser hereunder; and
(d) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any
of the foregoing.
SECTION 10
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
10.1 Representations and Warranties of the Purchaser. The Purchaser
represents and warrants, as of the date hereof and the Closing Date,
that:
(a) the Purchaser is a company duly incorporated under the laws of
the Province of British Columbia and is a "reporting issuer"
as defined under the BC and Alberta Securities Act and an
"exchange issuer" as defined under the BC Act, its shares are
listed for trading on the Canadian Venture Exchange, on the
OTC Bulletin Board in the United States and on the third
segment "Freiverkehr" of the Frankfurt Stock Exchange in
Germany and; the Purchaser is a valid and subsisting company
in good standing with the Registrar of Companies (British
Columbia) with respect to the filing of its Annual Returns and
its filings are current with the British Columbia and Alberta
Securities Commissions;
(b) the Purchaser has full and absolute right, power and authority
to enter into this Agreement on the terms and conditions
herein set forth and to enter into the transactions
contemplated hereby and to issue the Purchaser Shares to the
Vendors on the Closing Date;
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(c) the Agreement, once duly executed, and delivered by the
Purchaser will constitute a legal, valid and binding
obligation of the Purchaser in force or against the Purchaser
in accordance with the terms herein;
(d) no proceedings have been taken or authorized by the Purchaser
or to the knowledge of the Purchaser by any person with
respect to the bankruptcy, insolvency, liquidation,
dissolution or winding up of the Purchaser or with respect to
any amalgamation, merger, consolidation, arrangement or
reorganization related to the Purchaser;
(e) the authorized capital stock of the Purchaser consists of
100,000,000 common shares without par value and 20,000,000
Preferred shares with a par value of $0.001, of which
16,121,328 common shares are issued and outstanding as of the
date hereof, all of which have been duly and validly
authorized to be issued in accordance with the applicable laws
and validly outstanding, fully paid and non-assessable;
(f) as of the Closing Date there will be:
(i) no outstanding options, warrants, rights of first
refusals, other rights to purchase any shares of the
Purchaser or any other securities other than as
disclosed in schedule 10.1)(l)(i) and 10.1(l)(ii);
(ii) no other commitments of any kind of the issuance of
additional shares of the Purchaser, other than
disclosed herein;
(g) all the Purchaser Shares will be issued to the Vendors
hereunder in compliance with applicable laws and articles of
the Purchaser and would be issued as fully paid and
non-assessable and free and clear of all liens, charges,
encumbrances and trading restrictions other than as may be
imposed by BC and Alberta laws;
(h) the directors and officers of the Purchaser are as follows:
Name of Directors Positions
and Officers Held
--------------------------------------------------------------
Xxxxxx Xxxxxx President, CFO and Director
Shone Antsey Director
Marcus New Secretary and Director
(i) attached hereto as Schedule 10.1(o) are true and complete
copies of the Purchaser's audited financial statements for the
three fiscal years ended June 30, 1999, June 30, 2000 and June
30, 2001 and unaudited financial statements for the quarter
ended December 31, 2001 (the "Purchaser's Financial
Statements");
(j) the Purchaser's Financial Statements are being prepared in
accordance with the Canadian GAAP and presents fairly the
financial position results of operations and statements of
changes in the Purchaser's financial position for the period
indicated;
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(k) no adverse material changes in the affairs of the Purchaser
have occurred since December 31, 2001 and there are no
liabilities contingent or otherwise of the Purchaser which are
not disclosed or reflected in the Purchaser's Financial
Statements;
(l) there are no litigation proceedings, investigations, planned
or threatened against the Purchaser nor does the Purchaser
know or have grounds to know of any basis for any litigation
proceeding or investigation against the Purchaser except as
disclosed in writing to the Vendors;
(m) since December 31, 2001 , the Purchaser's business has been
operated substantially in accordance with all laws, rules,
regulations, orders to comply with the regulatory authorities
and there has not been:
(i) any event or change in the circumstances or
liabilities of the Purchaser that has had or which
the Purchaser may expect to have a material adverse
effect on the Purchaser or its business;
(ii) any change in liabilities of the Purchaser that has
had, or which the Purchaser may expect to have, a
material adverse effect on the Purchaser;
(iii) any incident, assumption or guarantee of any
indebtedness for borrowed money by the Purchaser;
(iv) any payments by the Purchaser in respect of any
indebtedness of the Purchaser for borrowed money or
in satisfaction for any liabilities of the Purchaser
other than in the ordinary course of business;
(v) the creation, assumption or sufferance of the
existence of any lien or any assets reflected on the
Purchaser's Financial Statements;
(vi) any transaction or commitment made, or any contract
entered into by the Purchaser;
(vii) any grant of any severance, continuation or
termination paid to any directors, officers,
stockholders or employees of the Purchaser or the
entering into of any employment deferred compensation
or other similar agreement or amendment or variation
to any such existing agreement;
(viii) any change by the Purchaser in its accounting
principals, methods or practices or in the manner it
keeps its books and records;
(ix) any distribution, dividend, bonus, management fee or
other payment by the Purchaser to any of its
respective officers, directors, stockholders or
affiliates or any of their respective affiliates or
associates; and
(x) any material capital expenditures or commitment by
the Purchaser or material sale, assignment, transfer,
lease or other dispositions of or agreement to sell,
assign, transfer, lease or otherwise dispose of any
assets of property by the Purchaser other than in the
ordinary course of business;
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(n) there are no contracts or indebtedness between the Purchaser
and any of its shareholders, affiliates, or associates of any
of its shareholders other than disclosed herein;
(o) there are no material contracts to which the Purchaser is a
party other than as specified in this Agreement;
(p) the operation of the Purchaser's business has not violated or
infringed any BC or Alberta securities laws or regulations;
(q) the Purchaser will meet the minimum listing requirement of the
Exchange upon completion of the RTO;
(r) all tax returns and reports of the Purchaser required by law
to be filed prior to the date hereof have been filed and
substantially true, complete and correct and all taxes and
other government changes have been paid or accrued in the
Purchaser's Financial Statements;
(s) the information contained in the documents, certificates and
written statements including this Agreement and the
attachments thereto furnished by the Purchaser to the Vendors,
is true and complete in all material respects and does not
omit to state any material facts necessary in order to make
the statements therein;
(t) there are no facts known to the Purchaser that has not been
disclosed to the Vendors in writing that could reasonably have
a material adverse effect on the Purchaser;
(u) the Purchaser is acquiring the Company Shares for investment
in its own account and not as a nominee or agent and not with
a view to or for resale in connection with any distributions
thereof in the United States. The Purchaser understands that
the Company Shares have not been and will not be registered
under the US Act and the applicable state laws by reason of a
specific exemption from the registration provisions of the US
Act and the state laws, the availability of which depends
upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Purchaser's
representations as expressed herein;
(v) the Purchaser is not a U.S. person and is not acquiring the
Company Shares for the account or benefit of any U.S. person;
SECTION 11
covenants of the Purchaser
11.1 Covenants of the Purchaser. The Purchaser covenants and agrees with the
Company and the Vendors that:
(a) it will pay on the Closing Date the Purchase Price in the
manner described in this Agreement;
(b) it will advance Twenty Five ($25,000) Dollars to the Company,
as set out in the loan agreement between the Purchaser and the
Company in Schedule 11.1(b) attached hereto, and which is
referred to in Section 4.1, by way of a loan from the
Purchaser which monies will be used for satisfying audit and
legal costs with regard to the regulatory requirements of this
transaction;
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(c) from and after the date of this Agreement until the Closing,
as soon as the Purchaser has determined that a state of facts
exists which results in or will result in any representation
or warranty contained in this Agreement being untrue or
incorrect in any material respect on the Closing Date, the
Purchaser will notify the Company and the Vendors of such
state of facts;
(d) it will apply for Exchange approval of the RTO and this
Agreement; and
(e) it will attend to obtaining shareholders' approval of the RTO
and this Agreement.
11.2 Indemnity by the Purchaser. The Purchaser shall indemnify and save
harmless the Company and the Vendors from and against any and all
costs, losses, damages or expenses suffered or incurred by the Company
and the Vendors in any manner arising out of or relating to:
(a) any misrepresentation or nonfulfillment of any covenant on the
part of the Purchaser under this Agreement; and
(b) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any
of the foregoing.
SECTION 12
CONDITIONS PRECEDENT TO THE VENDORS' AND THE COMPANY'S OBLIGATIONS
12.1 Vendors' and the Company's Conditions Precedent. The Vendors' and the
Company's obligations to carry out the transactions contemplated in
this Agreement are subject to fulfillment of the following conditions
on the Closing Date, unless and to the extent waived by the Vendors and
the Company, namely, that the Purchaser shall have fulfilled all of its
obligations hereunder, including, without limitation, its obligation to
pay the Purchase Price to the Vendors as provided herein and its
obligation to advance the Shareholder's Loan to the Company pursuant to
section 4.1 herein and
(a) all covenants and agreements of the Purchaser to be performed
on or before the Closing Date pursuant to the terms and
conditions of this Agreement have been duly performed;
(b) on or before the Closing Date, no injunction or restraining
order of a court or administrative tribunal of competent
jurisdiction shall be in effect which prohibits the
transactions contemplated hereunder and no action or
proceeding shall have been instituted and remain pending
before any such court or administrative tribunal to restrain
or prohibit the transactions contemplated hereby; and
(c) the representations and warranties of the Purchaser contained
in this Agreement shall be true on and as of the Closing Date
with the same effect as though such representations and
warranties had been made on and as of the Closing Date.
12.2 Conditions for Benefit of the Vendors and the Company. The conditions
described in Section 12.1 are for the exclusive benefit of the Vendors
and the Company and such conditions may be waived in whole or in part
by the Vendors and the Company on or prior to the Closing Date by
delivery to the Purchaser of a written waiver to that effect, signed by
the Vendors and the Company.
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SECTION 13
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS
13.1 Purchaser's Conditions Precedent. Notwithstanding anything herein
contained, the obligation of the Purchaser to complete the purchase of
the Company Shares is conditional upon the fulfillment of the following
conditions precedent:
(a) all covenants and agreements of the Vendors and the Company to
be performed on or before the Closing Date pursuant to the
terms and conditions of this Agreement have been duly
performed;
(b) on or before the Closing Date, no injunction or restraining
order of a court or administrative tribunal of competent
jurisdiction shall be in effect which prohibits the
transactions contemplated hereunder and no action or
proceeding shall have been instituted and remain pending
before any such court or administrative tribunal to restrain
or prohibit the transactions contemplated hereby;
(c) the Purchaser has obtained Exchange and shareholder approvals
of this Agreement;
(d) the Management Agreements described in Schedules 13.1(d) have
been duly executed and delivered;
(e) the representations and warranties of the Vendors contained in
this Agreement shall be true on and as of the Closing Date
with the same effect as though such representations and
warranties had been made on and as of the Closing Date;
(f) the representations and warranties of the Company contained in
this Agreement shall be true on and as of the Closing Date
with the same effect as though such representations and
warranties had been made on and as of the Closing Date; and
(g) since the date hereof and prior to the Closing Date, no loss
or damage by fire, negligence or otherwise shall occur to the
Business or Premises.
13.2 Conditions for Benefit of Purchaser. The preceding conditions are for
the exclusive benefit of the Purchaser and such conditions must be
fulfilled as described in subsection 14.1 or may be waived in whole or
in part by the Purchaser on or prior to the date referred to therein by
delivery to the Vendors and the Company of a written waiver to that
effect, signed by the Purchaser.
SECTION 14
DELIVERIES AT CLOSING
14.1 Vendors' Deliveries. At the Closing, the Vendors shall deliver or cause
to be delivered to the Purchaser:
(a) share certificate(s) representing the Company Shares issued in
the name of the Vendors, duly endorsed for transfer to the
Purchaser; and
(b) Statutory Declaration sworn by each of Xxxxxxx Xxxxx, Xx
Xxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxx And Xxxx Xxxxxx , a form of
which is attached as Schedule 14.1(b) hereto, certifying that
the representations and warranties of the Vendors set forth in
this Agreement are true and correct as of the Closing Date.
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14.2 Company's Deliveries. At the Closing, the Company shall deliver or
cause to be delivered to the Purchaser:
(a) a legal opinion prepared by the solicitors for the Company in
the form and substance satisfactory to the Purchaser's
solicitors, dated the Closing Date to the effect that:
(i) the Company is a company duly incorporated under the
laws of the Province of British Columbia and is a
valid and subsisting company in good standing under
the laws of the Province of British Columbia ;
(ii) all necessary corporate proceedings have been taken
to permit the Company Shares to be duly and validly
transferred to and registered in the name of the
Purchaser;
(b) any consent, approval or notification required by any
governmental authority or any party to any contract or
agreement in connection with this Agreement, except any
approval required by the Purchaser from any regulatory body to
which the Purchaser must report as a public company;
(c) certified copy of resolutions of the directors of the Company
authorizing the transfer of the Company Shares, the
registration of the Company Shares in the name of the
Purchaser and the issuance of share certificates representing
all of the Company Shares registered in the name of the
Purchaser;
(d) share certificate representing all of the Company Shares
registered in the name of the Purchaser, signed by the
directors of the Company;
(e) certified copy of the register of members of the Company
showing the Purchaser as the registered owner of the Company
Shares;
(f) Statutory Declaration sworn by the Company, a form of which is
attached as Schedule 14.2(f) hereto, certifying that the
representations and warranties of the Company set forth in
this Agreement are true and correct as of the Closing Date;
(g) duly signed management agreements that are substantially in
the same form as the management agreements attached as
Schedule 13.1(d);
(h) sub-lease duly signed by the Landlord;
(i) all such instruments of transfer, duly executed, which in the
opinion of the Purchaser's Solicitor acting reasonably, are
necessary to effect and evidence the transfer of the Shares to
the Purchaser free and clear of all liens, charges and
encumbrances whatsoever; and
14.3 Purchaser's Deliveries. At the Closing, the Purchaser shall deliver or
cause to be delivered to the Company and the Vendors:
(a) written confirmation that the Exchange has approved this
transaction;
(b) minutes of a shareholders' meeting approving the RTO and this
Agreement;
(c) Statutory Declaration sworn by the Purchaser, a form of which
is attached as Schedule 14.3(c) hereto, certifying that the
representations and warranties of the Purchaser set forth in
this Agreement are true and correct as of the Closing Date;
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(d) evidence that the $25,000 Shareholder's Loan has been advanced
to the Company; and
(e) a legal opinion prepared by the solicitors for the Purchaser
in the form and substance satisfactory to the Company and the
Vendors, dated the Closing Date.
14.4 Purchaser's Deliveries. At the Closing, the Purchaser shall deliver or
cause to be delivered to the Vendors certificates for the Purchaser
Shares registered in the name of the Vendors in accordance with section
3.1 herein;
14.5 Closing Escrow. All documents and cheques shall be delivered in escrow
and all matters of payment, execution, delivery of closing documents
shall be deemed to be concurrent requirements and it is specifically
agreed that nothing will be complete at the Closing until everything
required to complete the Closing has been paid, executed, delivered or
fully registered, as the case may be.
SECTION 15
RELEASE OF CLAIMS
15.1 By executing this Agreement, each Vendor voluntarily releases the
Company, its directors and affiliates and assigns from any and all
manner of actions, causes of actions, suits, proceedings, debts, dues,
profits, expenses, contracts, damages, claims, demands and liabilities
whatsoever, in law or equity, whether known or unknown, suspected or
unsuspected, which the Vendors ever had, now have, or may have against
the Company for or by reason of any matter, cause or thing whatsoever
done or omitted to be done by the Company up to the Closing. Each
Vendor hereby declares that in making this release it is understood and
agreed that it relies wholly on his/her own judgment, belief and
knowledge and the nature of this release has not been influenced to any
extent whatsoever in making this release by any representation or
statement regarding the rights of the parties hereto made by the
Company or any person or persons representing the Company and the terms
of this release are contractual and not a mere recital.
section 16
SUBSECTION 85(1) ELECTION
16.1 The Vendor and the Purchaser covenant, acknowledge and agree that they
shall make the requisite joint elections in the prescribed form and
within the prescribed time limit pursuant to subsection 85(1) of the
Tax Act in connection with the transactions contemplated hereby. It is
the intention of the parties that:
1. the Purchase Price for each of the Company Shares will be the
aggregate fair market thereof as of the Effective Date;
2. for income tax purposes the parties will elect that the
Company Shares shall be transferred at the amount set forth as
the Agreed Election Amount in the prescribed election form
filed in respect of the transaction contemplated hereby; and
3. the Agreed Election Amount becomes and is deemed to be the
proceeds of disposition for the Vendor of the Company Shares
transferred by the Vendor to the Purchaser pursuant to this
agreement, and the Purchaser's cost of the Class A Shares.
16.2 The parties covenant and agree to execute and file such other documents
and instruments as may be necessary or advisable to effect compliance
with subsection 85(1) of the Tax Act and such other provisions of the
Tax Act as may be applicable.
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16.3 The President or any officer of the Purchaser shall do such further
acts and things as he, in his discretion, deems necessary or desirable
for the purpose of giving effect to this agreement including, without
limiting the generality of the foregoing, executing and delivering on
behalf of and under the seal of the Purchaser, or otherwise, an
election in the prescribed form, pursuant to subsection 85(1) of the
Tax Act in connection with the transaction contemplated by this
agreement.
section 17
GENERAL PROVISIONS
17.1 Time of Essence. Time shall be of the essence of this Agreement.
17.2 No Merger and Survival. The representations, warranties, covenants,
indemnities and agreements contained in this Agreement or pursuant
hereto shall not merge at the Closing and shall survive and continue in
full force and effect from the Closing Date.
17.3 Notice. All notice, waiver or other communication required or permitted
to be given hereunder shall be in writing and signed by or on behalf of
such party and shall be given to the other party by delivery thereto,
or by sending by prepaid registered mail, telex or facsimile to the
address of the other party as herein set forth or to such other address
of which notice is given, and any notice shall be deemed not to have
been sufficiently given until it is received. Any notice or other
communication contemplated herein shall be deemed to have been received
on the day delivered, if delivered, on the fourth business day
following the mailing thereof, if sent by registered mail, and the
second business day following the transmittal thereof, if sent by telex
or facsimile. If normal mail, telex or facsimile service shall be
interrupted by strike, slowdown, force majeure or other cause, the
party sending the notice shall utilize any of the such services which
have not been so interrupted or shall deliver such notice in order to
ensure prompt receipt of same by the other party.
17.4 Waiver. No waiver of any of the provisions of this Agreement will be
deemed or will constitute a waiver of any other provision (whether or
not similar) nor will any waiver constitute a continuing waiver unless
otherwise expressly provided.
17.5 Regulatory Approval. This Agreement is subject to approval by the
Exchange.
17.6 Modifications and Approvals. No amendment, modification, supplement,
termination or waiver of any provision of this Agreement will be
effective unless in writing signed by the appropriate party and then
only in the specific instance and for the specific purpose given.
17.7 Further Assurances. Each of the parties hereby covenants and agrees to
execute any further and other documents and instruments and to do any
further and other things that may be necessary to implement and carry
out the intent of this Agreement.
17.8 Enurement and Assignment. This Agreement will enure to the benefit of
and will be binding upon the Vendors and the Company and the Purchaser,
and their respective personal representatives, heirs, executors,
administrators, successors and permitted assigns. Neither party will
assign its rights or obligations under this Agreement or any part
thereof.
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17.9. Counterparts. This Agreement may be executed in counterparts or by
facsimile and each such Agreement or facsimile so executed shall be
deemed to be an original and such counterparts together shall
constitute one and the same Agreement.
17.10 Severability. If any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of such provision or
provisions shall not in any way be affected or impaired thereby in any
other jurisdiction and the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby.
17.11 Included Words. Words importing the singular include the plural and
vice-versa, and words importing gender include all genders.
17.12 Entire Agreement. This Agreement, together with the Schedules hereto,
constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions whether oral or written,
of the parties and there are no warranties, representations or other
agreements between the parties in connection with the subject matter
hereof except as specifically set forth herein.
17.13 Headings. The section and subsection headings are included solely for
convenience, are not intended to be full or accurate descriptions of
the content, or to be considered part of this Agreement.
17.14 Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Province of British Columbia, and the
laws of Canada applicable therein, and will be treated in all respects
as a British Columbia contract.
17.15 Confidentiality. In the event that the transactions contemplated in
this Agreement are not concluded, the parties hereto agree that all
information received or obtained hereunder or pursuant thereto shall be
kept confidential except such information as may be required to be
disclosed or published by regulatory bodies having jurisdiction and any
and all material received by the Purchaser from the Vendors relating to
the business of the Company shall be returned to the Vendors.
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IN WITNESS WHEREOF the parties have executed this Agreement on the date first
above written.
The Vendors
Xxxxxxx Xxxxx
XX Xxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxx
Xxxx Xxxxxx
The Purchaser
iaNett International Systems Ltd.
Per:
Authorized Signatory
Per:
Authorized Signatory
The Company
DATA FORTRESS TECHNOLOGIES GROUP (2002) INC.
Per:
Authorized Signatory
Per:
Authorized Signatory
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List of Schedules to Share Purchase Agreement
--------------------------------------------------------------------------------
Page of
Schedule Agreement Content of Schedule
4.1 3 Loan Agreement
--------------------------------------------------------------------------------
4.4 4 Finder's Fee Agreement
--------------------------------------------------------------------------------
7.1(h) 6 Sub-Lease
--------------------------------------------------------------------------------
7.1(l) 6 Obligations, indebtedness and security
given of the Company
--------------------------------------------------------------------------------
7.1(m) 6 List of accounts receivable of the
Company and the Subsidiaries
--------------------------------------------------------------------------------
7.1(o) 7 Contracts etc. of the Company and the
Subsidiaries
--------------------------------------------------------------------------------
7.1(p) 7 List of employees and details of
employment
--------------------------------------------------------------------------------
7.1(v) 7 Company's (consolidated) audited and
unaudited Financial Statements
--------------------------------------------------------------------------------
10.1(l)(i) and 11 List of outstanding options, warrants
and right of first refusals of the
10.1(l)(ii) Purchaser
--------------------------------------------------------------------------------
10.1(o) 11 Purchaser's audited and unaudited
Financial Statements
--------------------------------------------------------------------------------
13.1(d) 15 Management agreements
--------------------------------------------------------------------------------
14.1(b) 15 Statutory Declaration by Xxxxxxx Xxxxx,
Xx Xxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxx
And Xxxx Xxxxxx
--------------------------------------------------------------------------------
14.2(f) 16 Statutory Declaration by the Company
--------------------------------------------------------------------------------
14.3(c) 16 Statutory Declaration by the Purchaser
--------------------------------------------------------------------------------
-105-
