Exhibit 10.4
THIS AGREEMENT made this 4th day of September, 1998.
BETWEEN:
PULTRONEX CORPORATION, a corporation duly incorporated under the laws of
the Province of Alberta
(hereinafter called the "Purchaser")
OF THE FIRST PART
- and -
505265 ALBERTA LTD., a corporation duly incorporated under the laws of the
Province of Alberta
(hereinafter called the "Vendor")
OF THE SECOND PART
REPURCHASE AGREEMENT
WHEREAS:
1. There are issued and outstanding 1,140,908 Class "A" Common Shares of the
Purchaser, of which the Vendor is the owner of 195,454 Class "A" Common Shares.
2. The paid up capital of all of the issued and outstanding Class "A" Common
Shares is $1,054,090.00, or $.9239 per share.
3. The Vendor desires to sell 195,454 Class "A" Common Shares (being all of the
shares presently owned by it in the capital stock of the Purchaser) to the
Purchaser, all in accordance with the provisions of this Agreement.
4. Xxxxxx Xxx ("Day") is the majority shareholder of the Vendor and its duly
appointed Proxy with respect to all matters relating to the Vendor's interest in
the Purchaser. Day is also an Officer and Director of the Purchaser.
NOW THEREFORE in consideration of the mutual covenants and provisos
hereinafter contained, the parties agree as follows:
1. SHARES
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1.1 The Vendor agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Vendor 195,454 Class "A" Common Shares of the Purchaser
(hereinafter called the "Shares"), on the terms and conditions hereinafter set
forth.
2. PURCHASE PRICE
2.1 The purchase price for the Shares shall be the sum of Two Hundred Fifty Four
Thousand Ninety Dollars and Twenty Cents ($254,090.20)(One Dollar and Thirty
Cents ($1.30) per share) to be paid by the Purchaser on the execution of this
Agreement.
3. DELIVERY OF SHARES
3.1 Upon the Purchaser having paid for the Shares, the Vendor shall deliver to
the Purchaser the share certificate (or certificates) duly endorsed for transfer
in blank representing all of the Vendor's Shares being sold to the Purchaser by
the Vendor, and the Purchaser shall cause the said share certificate to be
cancelled and the Shares shall be returned to the status of authorized but
unissued share capital.
4. RESIGNATION OF DAY
4.1 Upon the Purchaser having paid for the Shares, the Vendor shall cause Day to
immediately tender to the Purchaser his resignation as a Director, Chairman of
the Board and Chief Executive Officer of the Purchaser.
5. PURCHASER'S REPRESENTATIONS AND WARRANTIES
5.1 The Purchaser represents and warrants that the purchase has been approved by
the Directors of the Purchaser, and that the Purchaser has the authority to
enter into this Agreement and that the said purchase is not contrary to the
provisions of the Purchaser's constating documents or the Business Corporations
Act (Alberta). ---------------------
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5.2 The Purchaser represents and warrants to the Vendor that on or before
November 30, 1998 the financial statements of the Purchaser for the period
ending August 31, 1998 will be delivered to the Vendor.
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6. VENDOR'S REPRESENTATIONS AND WARRANTIES
6.1 The Vendor hereby warrants and represents to the Purchaser that it is the
beneficial owner of the Shares with a good and marketable title thereto free and
clear of all liens, charges, security interests, adverse claims and encumbrances
whatsoever and further that no person, firm or corporation other than the
Purchaser has any agreement or option or any right capable of becoming an
agreement for the purchase of the Shares to be repurchased from the Vendor.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
7.1 The representations and warranties made by the Vendor pursuant to Article
6.1 of this Agreement shall survive the closing of this transaction, and
notwithstanding such closing, shall continue in full force and effect for the
benefit of the Purchaser for a period of two (2) years.
8. BINDING NATURE
8.1 This Agreement shall enure to the benefit of and be binding upon the Vendor
and the Purchaser, together with their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF the parties have duly executed this Agreement as at the
4th day of September, 1998.
PULTRONEX CORPORATION
Per: /s/ Xxxxxxx Xxxxx
Per: /s/ Xxxxxx Xxxxxx
505265 ALBERTA LTD.
Per: /s/ Xxxxxx Xxx
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