Exhibit 7.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of June 22, 1998,
among GEOTECH MANAGEMENT SERVICES LTD. ("GTM"), a Bahamian Corporation, and
CANARAB ACQUISITIONS CORP. ("CAC") , a Yukon Corporation.
W I T N E S S E T H:
A. WHEREAS, The Ohio & Southwestern Energy Company ("OSWE") is a
corporation duly organized under the laws of the State of Colorado, and CAC is a
Corporation organized in Yukon.
B. Purchase of Shares. CAC shall purchase 8,650,000 common shares of
OSWE free and clear of liens and encumbrances, from GTM and others.
C. WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Colorado Revised Statutes.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 Subject to the conditions set forth herein on the "Closing Date"
(as herein defined), GTM shall sell or cause to be delivered for sale and CAC
shall purchase 8,650,000 common shares of OSWE common stock. The transactions
contemplated by this Agreement shall be completed at a closing ("Closing") on a
closing date ("Closing Date") on or before June 10, 1998. The purchase price for
the OSWE shares to be paid by CAC to GTM is $160,000 which shall be delivered at
closing.
On the Closing Date, all of the documents to be furnished pursuant to
this Agreement, including the documents to be furnished pursuant to Article VII
of this Agreement, shall be delivered to M.A. Xxxxxxx, to be held in escrow
until all closing conditions hereunder have been met or the date of termination
of this Agreement, but no longer than 10 days after closing date, whichever
first occurs, and thereafter shall be promptly distributed to the parties as
their interests may appear.
1.2 Concurrent with the execution hereof, CAC shall deposit or cause to
be deposited with M.A. Xxxxxxx as a non-refundable consideration for this
agreement which will be a general retainer of $25,000 to pay legal fees of M.A.
Xxxxxxx in connection with the transaction and the 90 day period thereafter.
Further, the sum of $160,000 shall be paid into escrow with M.A. Xxxxxxx for
delivery to GTM upon receipt of the shares (8,650,000) of OSWE common stock.
1.3 For accounting purposes, the Agreement shall be effective as of
12:01 a.m., on the last day of the month preceding the Closing Date.
ARTICLE II
Issuance of Shares
2.1 The shares of $.0001 par value common stock of OSWE shall be
delivered and conveyed by GTM or GTM shall cause to be conveyed to CAC at
closing by Xxxx of Sale and duly executed stock powers, upon receipt of the cash
consideration by GTM.
2.2 GTM represents that no outstanding options or warrants for unissued
shares exist for OSWE.
ARTICLE III
Representations, Warranties and Covenants of GTM as to OSWE
No representations or warranties are made by any director, officer,
employee or shareholder of OSWE as individuals, except as and to the extent
stated in this Agreement or in a separate written statement.
GTM hereby represents, warrants and covenants to CAC and will cause
OSWE to so represent and warrant, except as stated in the OSWE Disclosure
Statement, as follows:
3.1 OSWE is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Bylaws of OSWE, copies
of which have been delivered to CAC, are complete and accurate, and the minute
books of OSWE contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of OSWE.
3.2 The aggregate number of shares which OSWE is authorized to issue is
1,000,000,000 shares of common stock with a par value of $.0001 per share, of
which approximately 9,116,695 shares of such common stock will be issued and
outstanding, fully paid and non-assessable, prior to closing under this
agreement. OSWE has no outstanding options, warrants or other rights to
purchase, or subscribe to, or securities convertible into or exchangeable for
any shares of capital stock.
3.3 OSWE has complete and unrestricted power to enter into and, upon
the appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by OSWE will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of OSWE.
3.5 The execution of this Agreement has been duly authorized and
approved by the OSWE's Board of Directors.
3.6 OSWE has delivered to CAC financial statements of OSWE dated
December 31, 1997. All such statements, herein sometimes called "OSWE Financial
Statements" are (and will be) complete and correct in all material respects and,
together with the notes to these financial statements, present fairly the
financial position and results of operations of OSWE of the periods indicated.
All statements of OSWE will have been prepared in accordance with generally
accepted accounting principles.
3.7 Since the dates of the OSWE Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of OSWE. OSWE does not have any material liabilities or obligations,
secured or unsecured except as shown on updated financials (whether accrued,
absolute, contingent or otherwise).
3.8 OSWE has delivered to CAC a list and description of all pending
legal proceedings involving OSWE, none of which will materially adversely affect
them, and, except for these proceedings, there are no legal proceedings or
regulatory proceedings involving material claims pending, or, to the knowledge
of the officers of OSWE, threatened against OSWE or affecting any of its assets
or properties, and OSWE is not in any material breach or violation of or default
under any contract or instrument to which OSWE is a party, and no event has
occurred which with the lapse of time or action by a third party could result in
a material breach or violation of or default by OSWE under any contract or other
instrument to which OSWE is a party or by which they or any of their respective
properties may be bound or affected, or under their respective Articles of
Incorporation or Bylaws, nor is there any court or regulatory order pending,
applicable to OSWE.
3.9 OSWE shall not enter into or consummate any transactions prior to
the Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.
3.10 OSWE is not a party to any contract performable in the future.
3.11 The representations and warranties of OSWE shall be true and
correct as of the date hereof and as of the Closing Date.
3.12 OSWE has delivered to CAC, all of its corporate books and records
for review, true and correct copies of OSWE's tax return since 1996, if any.
OSWE will also deliver to CAC on or before the Closing Date any reports relating
to the financial and business condition of OSWE which occur after the date of
this Agreement and any other reports sent generally to its shareholders after
the date of this Agreement.
3.13 OSWE has no employee benefit plan in effect at this time.
3.14 No representation or warranty by OSWE in this Agreement, the OSWE
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
3.15 OSWE has delivered, to CAC true and correct copies of the OSWE
10-K and each of its other reports to shareholders and filing with the
Securities and Exchange Commission ("SEC") for the current year. OSWE will also
deliver to CAC on or before the Closing Date any reports relating to the
financial and business condition of OSWE which are filed with the SEC after the
date of this Agreement and any other reports sent generally to its shareholders
after the date of this Agreement.
3.16 OSWE has duly filed all reports required to be filed by it under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, (the "Federal Securities Laws"). No such reports, or any reports
sent to the shareholders of OSWE generally, contained any untrue statement of
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements in such report, in light of the
circumstances under which they were made, not misleading.
3.17 GTM hereby covenants that during the contract period, prior to
closing, OSWE will not take any board action without CAC's approval in writing,
pending selection of new officers and directors at closing.
ARTICLE IV
Obligations of the Parties Pending the Closing Date
4.1 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. During the term of this Agreement, and for four years
following the termination of this Agreement, the recipient of such information
shall protect such information
from disclosure to persons, other than members of its own or affiliated
organizations and its professional advisers, in the same manner as it protects
its own confidential or proprietary information from unauthorized disclosure,
and not use such information to the competitive detriment of the disclosing
party. In addition, if this Agreement is terminated for any reason, each party
shall promptly return or cause to be returned all documents or other written
records of such confidential or proprietary information, together with all
copies of such writings and, in addition, shall either furnish or cause to be
furnished, or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary information, all
copies of all documents or other written records developed or prepared by such
party on the basis of such confidential or proprietary information. No
information shall be considered confidential or proprietary if it is (a)
information already in the possession of the party to whom disclosure is made,
(b) information acquired by the party to whom the disclosure is made from other
sources, or (c) information in the public domain or generally available to
interested persons or which at a later date passes into the public domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.
4.2 GTM and CAC shall promptly provide each other with information as
to any significant developments in the performance of this Agreement, and shall
promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
4.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE V
Procedure for Closing
5.1 At the Closing Date, the purchase and Sale shall be effected with
common stock certificates of OSWE being delivered duly executed for 8,650,000
shares of common stock to CAC and the delivery of $160,000 in a cashier's check
to GTM from CAC, together with delivery of all other agreements, schedules,
warranties and representations set forth in this Agreement.
ARTICLE VI
Conditions Precedent to the
Consummation of the Exchange
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 GTM shall have performed and complied with all of its respective
obligations hereunder which are to be complied with or performed on or before
the Closing Date and GTM and OSWE and CAC shall provide one another at the
Closing with a certificate to the effect that such party has performed each of
the acts and undertakings required to be performed by it on or before the
Closing Date pursuant to the terms of this Agreement.
6.2 This Agreement, the transactions contemplated herein shall have
been duly and validly authorized, approved and adopted by the manager of GTM in
accordance with the applicable laws.
6.3 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
6.4 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for CAC.
6.5 The representations and warranties made by CAC and GTM in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of (1) changes caused by transactions suggested or approved in writing
by CAC or (2) events or changes (which shall not, in the aggregate, have
materially and adversely affected the business, assets, or financial condition
of OSWE during or arising after the date of this Agreement.)
6.7 OSWE shall furnish CAC with a certified copy of a
resolution or resolutions duly adopted by the Board of Directors of OSWE,
approving this Agreement and the representations required of OSWE in Article
III.
6.8 All outstanding liabilities of OSWE shall have been paid and
released prior to closing.
6.10 GTM shall cause OSWE to appoint, at closing, Xxxxx Xxxxxxxx as
President of OSWE and, subject to filing a Form 14f with the SEC and mailing to
shareholders required thereby, shall appoint such persons directors as CAC may
direct.
ARTICLE VII
Termination and Abandonment
7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:
(a) By mutual consent of CAC and GTM;
(b) By either party, if any condition set forth in
Article VI relating to the other party has not been met or has
not been waived;
(c) By CAC, if any suit, action or other proceeding
shall be pending or threatened by the federal or a state
government before any court or governmental agency, in which
it is sought to restrain, prohibit or otherwise affect the
consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material
error, misstatement or omission in the representations
and warranties of another party;
(e) By any party if the Agreement Closing Date is not
within 30 days from the date hereof; or
7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by its Board of Directors or Manager, provided; however, that such action shall
be taken only if, in the judgment of the Board of Directors or Manager taking
the action, such waiver will not have a materially adverse effect on the
benefits intended under this Agreement to the party waiving such term or
condition.
ARTICLE VIII
Termination of Representation and
Warranties and Certain Agreements
8.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished by consummation of the
Agreement; provided, however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.
ARTICLE IX
Miscellaneous
9.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument. Counterparts shall include the execution of the
Exchange Agreement and Representations by all shareholders.
9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may be amended upon approval of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of CAC.
9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To GeoTech Management Services Ltd.:
c/o 0000 X. Xxxxxxx Xxxx., Xxxxx #000
Xxxx Xxxx Xxxx, XX 00000
copy to: Xxxxxxx X. Xxxxxxx
Attorney at Law
00000 X. 00xx Xxx., #000
Xxxxx Xxxxx, XX 00000
To CanArab Acquisitions Corp.
P.O. 11569
000 X. Xxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
copy to:
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of CAC and
GTM. However, either CAC and GTM may issue at any time any press release or
other public statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
9.7 It is the intent of the parties that the 8,650,000 shares purchased
will be retired to treasury immediately after the closing.
9.8 It is the intent of the parties that GTM and CAC will cause OSWE to
issue 14,450,000 new common shares, pro rata, to the shareholders of CAC in
consideration for the sale of the technology licenses by CAC to OSWE. Each CAC
shareholder will be required to sign and execute a written consent and
subscription agreement to receive OSWE shares.
9.9 CAC agrees that it will cause to be issued 620,000 shares of common
stock registered upon Form S-8 to Xxxxxx Xxxxxx for his consulting services in
arranging the acquisition, such shares to be issued within 15 days after closing
hereunder.
9.10 CAC hereby covenants and agrees that it will not enact or cause to
be enacted any reverse split of the shares without written consent from GTM for
a period of two (2) years hereafter.
IN WITNESS WHEREOF, the parties have set their hands and
seals this 22nd day of June, 1998.
GEOTECH MANAGEMENT SERVICES LTD.
By:/s/Xxxxxx Xxxxx
Registered Agent
CANARAB ACQUISITIONS CORP.
By:/s/ Xxxxx Xxxxxxxx
President
Attest:________________________
Secretary
