BIG BAR GOLD CORPORATION
0000 0XX Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Tel: (000) 000-0000 Fax: (000) 000-0000
August 1, 2001
Xxxxxx Xxxxxx
Xxxxx Xxxxxxxxx
Water-Tek Purification Systems Inc.
00000 0xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Dear Sirs:
Re: Share Purchase Agreement
-----------------------------
Further to our recent discussions, Big Bar Gold Corporation ("Big Bar")
confirms an agreement whereby it will acquire all of the issued and outstanding
common shares in the capital of Water-Tek Purification Systems Inc.
("Water-Tek") from Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx (collectively, the "
Vendors") for the sum of $20,000 on the following terms:
1. Water-Tek and the Vendors represent and warrant to Big Bar now and at
closing that:
a) the issued and outstanding common shares in the capital of
Water-Tek are fully paid and non-assessable (the "Shares");
b) the Vendors have the ability to sell a 100% interest in and to
all of the Shares and have the absolute right and authority to
enter into Agreement with Big Bar providing for the sale and
purchase of the Shares;
c) Water-Tek is a corporation duly incorporated, validly existing and
in good standing under the laws of British Columbia and is duly
qualified to do business and to own its assets;
d) Water-Tek is not knowingly in breach of any laws, ordinances,
statues, regulations, by-laws, orders or decrees to which it is
subject or which apply to it;
e) There are no outstanding or authorized options, dividends,
warrants, agreements, subscriptions, calls, demand or rights
of any character relating to the capital stock of Water-Tek,
whether or not issued, including, without limitation, securities
convertible into or evidencing the right to purchase any
securities of Water-Tek;
f) Water-Tek has no liabilities;
g) there is no known action, suit, judgment, litigation, claim,
strike or investigation against or pending against or involving
Water-Tek;
h) Water-Tek holds all permits, patents, licenses, contracts,
consents and authorities issued by any government or governmental
authority having jurisdiction, which are necessary or desirable in
connection with the conduct and operation of Water-Tek's water
purification business;
i) Water-Tek is not in default or breach of any provision of any
contract, agreement, lease, indenture or other instrument to
which Water-Tek is a party or by which Water-Tek is bound or to
which the assets of Water-Tek are subject;
j) all facts relating to Water-Tek and to its business, operations,
assets or financial conditions that are known, or which on
reasonable inquiry ought to be known, to Water-Tek and that are
material to the business, operations, assets or financial
condition of Water-Tek have been disclosed to Big Bar; and
k) Water-Tek owns certain intellectual property, technical knowledge,
know-how, skills, experience, talents and rights, including
proprietary rights, relative to its water purification business
which Water-Tek believes to be unique;
2. In consideration of the Vendors agreeing to transfer all of the Shares
to Big Bar, Big Bar hereby agrees to pay the sum of $20,000
(Canadian funds) to the Vendors at closing.
3. Big Bar represents and warrants that:
a) it is not in breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees to which it is subject
or which apply to it;
b) all financial statements of Big Bar, which have been filed
with the B.C. Securities Commission, have been prepared in
accordance with generally accepted accounting principles
applied on a basis consistent with previous years (except as
therein noted) and fairly and accurately reflect the business
and financial position of Big Bar as of the date thereof;
c) there is no action, suit, judgment, litigation, strike, labour
disturbance, proceeding or investigation against or pending
against or involving Big Bar which might result in any material
adverse change in the assets, business or financial condition of
Big Bar or result in any liability on the part of Big Bar; and
d) Big Bar is a corporation duly incorporated, validly existing
and in good standing under the laws of British Columbia, is
duly qualified to do business as, and is in good standing in
each jurisdiction in which the conduct of its business assets
or properties makes such qualification necessary, has all
requisite power and authority to conduct its business and to
own its assets and is a reporting company in good standing
under British Columbia securities laws.
4. The closing of this Agreement shall take place at the offices of
Xxxxxxx X. Xxxxx Law Corporation at 2pm on August 3, 2001, or at such
other time and place acceptable to the parties hereto. At closing,
Big Bar shall provide the Vendors, or their nominees, with a cheque or
cheques totaling $20,000 against delivery of:
(a) a certified true copy of resolutions of Water-Tek's Board of
Directors authorizing the transfer of the Shares from the Vendors
to Big Bar, the registration of the Shares in the name of the Big
Bar and the issuance of a share certificate representing the
Shares in the name of the Big Bar;
(b) share certificates representing the Shares issued in the name of
the shareholders of Water-Tek accompanied by duly executed
Irrevocable Powers of Attorney to transfer the Shares to Big Bar;
and
(c) A share certificate or certificates registered in the name of the
Big Bar, signed by the President of Water-Tek, representing the
Shares.
5. The parties hereto shall use their best efforts to ensure the delivery
of all documentation necessary to given effect to the true nature and
intent of this Agreement.
6. This Agreement and the acquisition of the Shares shall be interpreted
in accordance with the laws of the Province of British Columbia and
shall enure to the benefit of and be binding upon the parties hereto,
their respective heirs, administrators, successors and assigns, as the
case may be.
7. Time shall be of the essence of this Agreement.
8. This Agreement shall be subject to Big Bar's satisfactory due diligence
review of Water-Tek and its assets. Water-Tek shall make available to
Big Bar prior to closing all files, documents, records or other
information in its possession relating to the affairs of Water-Tek
and will use its best efforts to obtain for Big Bar such additional
other records or information as reasonably requested by Big Bar for
purposes of its due diligence review.
If the foregoing accurately sets forth your understanding of our agreement,
kindly sign this Agreement where indicated below, which will then form a
binding agreement between us, subject only to the terms and conditions
aforesaid.
AGREED & ACCEPTED ON AUGUST 1, 2001 BY:
WATER-TEK PURIFICATION SYSTEMS INC. BIG BAR GOLD CORPORATION
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
Per:---------------------- Per:----------------------
Authorized Signatory Authorized Signatory
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
