Exhibit 10.2
INTENT OF SHARE EXCHANGE
This INTENT OF SHARE EXCHANGE, dated the 2nd day of November 2000, is by
and between American Precious Metals, Inc. ("APM"), a Delaware corporation and
TLM Industries, Inc. ("TLM"), a New Jersey corporation.
WHEREAS, APM is a corporation organized and existing under and by virtue of
the laws of the State of Delaware, and having an authorized capitalization as
follows:
Authorized 50,000,000 common stock Par Value .00001 per share
WHEREAS, TLM is a corporation organized and existing under and by virtue of
the laws of the State of New Jersey, and having an authorized capitalization as
follows:
Authorized 10,000,000 common stock and 1,000,000 preferred stock
Par Value No Par Value
WHEREAS, the Board of Directors TLM and APM, the parties hereto, deem it
desirable and in the best interests of the corporations and their shareholders
that TLM, be acquired by APM.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants, APM and TLM will each make good faith efforts to negotiate with
the other in order reach definitive agreements regarding the following:
1. Subject to the execution of a definitive agreement and the satisfactory
due diligence review by each party of the other party, APM will acquire all of
the issued and outstanding shares of capital stock of TLM in exchange, the
shareholders of TLM will receive two million (2,000,000) shares of APM, and the
additional shares provided in paragraph 2.. Twenty five per cent (500,000)
shares will be delivered at closing. When gross sales of TLM reach $195,000 over
three months an additional twenty five per cent (500,000) shares will be issued
to TLM. The final fifty per cent (1,000,000) shares will be issued when gross
sales of TLM reach $300,000 over three months.
APM and TLM will sell to accredited investors one million (1,000,000)
shares, which monies will be loaned to TLM as received. At closing, TLM will be
entitled to one director appointed to the Board of Directors of APM. That
director will be the Chairman of the compensation committee.
2. If less than 1,000,000 shares of common stock are sold by APM in the
private placement, the difference (amount not sold), will be issued to the
shareholders of TLM in the exchange.
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3. In the event the transaction is consummated, the parties will use their
best efforts to effect the transaction on a tax free basis.
4. The definitive agreement will be subject to (i) the laws of each state
governing the constituent corporations, and (ii) the approval by the board of
directors and shareholders of the constituent Corporations.
5. The parties hereby covenant and agree to use their best efforts to
promptly provide the other party with all reasonable information and data
requested by the other party which will enable the requesting party to conduct
its review of the providing party, subject however, to the confidentiality
requirements set forth herein.
6. The parties hereby covenant and agree that, upon receipt of any
information from the other party pursuant to this Intent of Share Exchange, such
party at all times from and after the receipt of such information, will hold
such information confidential and will not reveal or otherwise disclose, at any
time, to any person, firm, corporation, association or other entity any of the
confidential information or data which such party may have acquired. Moreover,
neither party will make a press release or otherwise make a public announcement
without the written consent of the other party.
7. Each party will charge their own costs and expenses from proceeds of the
1,000,000 share offering in connection with their respective due diligence
review, as well as the preparation, review, delivery and/or execution of the
this Intent of Share Exchange and the definitive agreement.
8. This document represents a non-binding expression of intent by the
parties. Notwithstanding anything contained herein or implied to the contrary,
in the event the parties are unable to execute a definitive agreement on or
before December 25, 2000, no party shall have any recourse or claims against the
other party, except however, for claims which may be made under the
confidentiality provision provided herein above.
IN WITNESS WHEREOF, the parties hereto have caused this Intent of Share
Exchange to be executed by their respective officers thereunto the day and year
first above WRITTEN.
TLM Industries, Inc
By:/s/Xxxxxxx Tagliatatella
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Xxxxxxx Xxxxxxxxxxxxx, Chairman
American Precious Metals, Inc.
By:/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President
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