VOICE MOBILITY ACQUISITION AGREEMENT
AGREEMENT (the "Agreement") is made this 24th day of June, 1999 by and
among
VOICE MOBILITY INTERNATIONAL, INC., a Nevada corporation, with an office at
000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 ("VMII"),
3620697 CANADA, INC., a corporation incorporated under the Canada Business
Corporations Act, with an office at 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0 ("Cancorp"),
VOICE MOBILITY INC., a corporation incorporated under the Canada Business
Corporations Act, with its registered office at 000-000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 ("VMI"),
E. W. G. INVESTMENTS LTD. a British Columbia corporation, with its
registered address at 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X
0X0, Xxxxxx ("EWG"),
XXXXX XXXXXX XXXXXX of 0000-000xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx
("Xxxxxx"),
XXXXX XXXXX XXXXXXX of 312-3277 Glasgow Avenue, Victoria, British Columbia
("Xxxxxxx"),
PACIFIC WESTERN MORTGAGE CORPORATION, a British Columbia corporation with a
registered office at 000 Xxxxxxx Xxxx, Xxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx
("PWMC"); and
XXXXX XXXXXXXXXXX, of Ladysmith Street, Victoria, British Columbia
("Scholefield").
(EWG, Hutton, Corless, PWMC and Scholefield shall be collectively referred
to as "VMI Stockholders"; and the parties to this Agreement will be hereinafter
referred to as the "Parties" and each party as a "Party.")
WHEREAS, the VMI Stockholders believe that VMI should become a wholly-owned
operating subsidiary of a corporation, incorporated in the United States which
is trading publicly on a stock market or quotation service in the United States;
and
WHEREAS, the VMI Stockholders further believe that the most efficient route
to accomplish the above-stated objective is through the acquisition of VMI by a
public-traded company or subsidiary thereof; and
WHEREAS, VMII is a corporation incorporated in the United States and
trading on the Over-the-Counter Bulletin Board; and
WHEREAS, VMII has authorized, in addition to any other classes for common
stock, a class of preferred stock consisting on one authorized share having
voting and other rights identical to the Class "B" common stock of Cancorp and
equal to the number of unexchanged B Common Shares of Cancorp; and
WHEREAS, Cancorp has authorized two classes of common stock - Class "A"
common stock ("Cancorp A Common Shares") each of which has one vote and Class
"B" Common Stock ("Cancorp B Common Shares") which are nonvoting and are
exchangeable on an antidilutive one-for-one basis for the shares of VMII; and
WHEREAS, VMII is the sole stockholder of Cancorp owning one Cancorp A
Common Share.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Parties agree as follows:
a) The VMI Stockholders will transfer all the issued and outstanding common
shares of VMI ("VMI Shares") to Cancorp for 6,600,000 Cancorp B Common
Shares; and Cancorp will issue 6,600,000 Cancorp B Common Shares to the VMI
stockholders as consideration therefor divided among the VMI Stockholders
as set forth after their names: EWG 2,650,000 shares, Xxxxxx 1,750,000
shares, Xxxxxxx 850,000 shares, PWMC 1,250,000 shares and Scholefield
100,000 shares.
b) The Cancorp B Common Shares to be issued to the VMI Stockholders will be
held in trust by a trustee to be determined by the VMI Stockholders.
c) The VMI Stockholders require that the transfer as set forth in paragraphs
a) and b) above be subject to an election under ITA 854(N).
d) The Parties intend the understandings and actions contemplated in this
Agreement will be embodied in a comprehensive set of documents on or before
September 30, 1999.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date
and year first above written.
Voice Mobility International, Inc.
By: /s/Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
3620697 Canada, Inc.
By: /s/Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Voice Mobility Inc.
/s/Xxxxx Xxxxx Xxxxxxx
------------------------
By: /s/Xxxxxxx X. Xxxxx Xxxxx Xxxxx Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxx
/s/Xxxxx Xxxxxxxxxxx
E. W. G. Investments Ltd. ----------------------
Xxxxx Xxxxxxxxxxx
By: /s/Xxxxx Xxxxxx Both
----------------------
Xxxxx Xxxxxx Both
Its President Pacific Western Mortgage Corporation
/s/Xxxxx X. Xxxxxx
----------------------- By: /s/ Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxx ---------------------------
Its President
