THIS AGREEMENT made this 10 day of November, A.D. 1994.
BETWEEN:
EDGEWELL LIMITED and TALGARTH LIMITED,
OF THE FIRST PART
- and -
XXXX X. XXXX, XXXXX X. X'XXXXX, XXXXXX X. XXXXXXXXX,
XXXXX XX and XXXXX X. XXXXX,
OF THE SECOND PART
- and -
XXXXXXX INVESTMENTS LTD.,
OF THE THIRD PART
SHARE SALE AGREEMENT
WHEREAS Xxxxxxx Investments Ltd. formed under the laws of the Province of
Alberta, is a junior capital pool corporation as defined in the Alberta
Securities Commission Policy 4.11;
AND WHEREAS Xxxx X. Xxxx, Xxxxx X. X'Xxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx Xx and
Xxxxx X. Xxxxx are the Directors of the Corporation and the beneficial owners of
the following shares of the Corporation:
Xxxx X. Xxxx 516,600 Shares
Xxxxx X. X'Xxxxx 516,600 Shares
Xxxxxx X. Xxxxxxxxx 516,600 Shares
Xxxxx Xx 516,600 Shares
Xxxxx X. Xxxxx 516,600 Shares
AND WHEREAS Edgewell Limited and Talgarth Limited wish to acquire the Shares of
the Vendors in the Corporation;
AND WHEREAS in addition to the purchase of the Shares herein contemplated, the
Purchasers are prepared to sell to the Corporation all of the issued and
outstanding shares of the Alberta Corporation known as CLASSIC PORTRAITS AND
DESIGN LTD. pursuant to the terms of a contemporaneous agreement;
NOW THEREFORE WITNESSETH that in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:
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ARTICLE 1 -- DEFINED TERMS
1.1 In the within Agreement:
(a) "Agreement" means this instrument and all schedules hereto;
(b) "Closing Date" means that date contemporaneous with the closing date
of the Major Transaction and shall not be later than March 1, 1995;
(c) "Corporation" means Xxxxxxx Investments Ltd.;
(d) "Encumbrances" means any and all liens, charges, encumbrances,
hypothecations, pledges, mortgages or adverse claims whatsoever;
(e) "Escrow Agreement" means the Escrow Agreement among the Corporation,
the Vendors and Montreal Trust company of Canada dated November 25,
1993;
(f) "Major Transaction" has the meaning set out in Alberta Securities
Commission Policy 4.11. and Alberta Stock Exchange Circular #7 and
means the Agreement for the purchase of the shares of Classic
Portraits and Design Ltd. referred to in the fourth recital hereof;
(g) "Purchasers" means collectively Edgewell Limited and Talgarth Limited
being corporations of Xx. Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxx;
(h) "Shares" means all those issued Shares of the Corporation owned by the
Vendors and agreed to be purchased and sold herein as set out in the
second recital hereto;
(i) "Vendors" mean collectively Xxxx X. Xxxx, Xxxxx X. X'Xxxxx, Xxxxxx X.
Xxxxxxxxx, Xxxxx Xx and Xxxxx X. Xxxxx.
1.2 All monetary figures and obligations contained in this Agreement shall refer
and be deemed to be in Canadian Dollars.
ARTICLE 2 -- SCHEDULES
2.1 The following are the Schedules attached to and in this Agreement by
reference and deemed to be a part hereof:
NIL
ARTICLE 3 -- PROPERTY TO BE PURCHASED
3.1 The Purchasers shall purchase the Shares of the Vendors at and for the
Purchase Price of Seventeen Cents ($0.17) per Share, One Million Three Hundred
and Seventeen Thousand Three Hundred and Thirty (1,317,330) Shares to be
purchased by Edgewell Limited and One Million Two Hundred and Sixty Five
Thousand Six Hundred and Seventy (1,265,670) Shares to be purchased by Talgarth
Limited.
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ARTICLE 4 -- PAYMENT OF PURCHASE PRICE
4.1 The Purchase Price payable to the Vendors for the Shares shall be paid by
the payment of FOUR HUNDRED AND THIRTY NINE THOUSAND ONE HUNDRED AND TEN
($439,110.00) DOLLARS as follows:
(a) by the payment herewith of a non-refundable deposit in the sum of
TWENTY FIVE THOUSAND ($25,000.00) DOLLARS. It is understood that this
deposit is non-refundable except in those instances where this
Agreement or the Major Transaction cannot be completed because of the
act, default, negligence or other failure of one of the Vendors;
(b) the balance of FOUR HUNDRED AND FOURTEEN THOUSAND ONE HUNDRED AND TEN
($414,110.00) DOLLARS on the Closing Date of this Agreement.
ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES
5.1 The Vendors represent and warrant to the Purchasers as follows (the Vendors
acknowledging that the Purchasers are relying upon such representations and
warranties):
(a) That the Corporation has been duly incorporated under the laws of the
Province of Alberta and is in good standing with the Registrar of
Corporations for the Province of Alberta, the Alberta Securities
Commission and the Alberta Stock Exchange, and all other offices where
registration of documentation is required on behalf of the
Corporation;
(b) That the corporate books, records and documents of the Corporation
have been fully and duly kept and maintained and contain a complete
and accurate record of any and all material matters and proceedings of
all shareholders and the Board of Directors and in accordance with
good and usual business practice;
(c) That the Shares being sold pursuant to the terms and conditions of
this Agreement are and will be on the Closing Date of this Agreement
free and clear of all liens, charges, and encumbrances whatsoever
excepting the terms of the Escrow Agreement;
(d) That all information and statements made and provided in the
Information Circular prepared for distribution to the shareholders of
the Corporation respecting the requirements of the Alberta Stock
Exchange for the purposes of the approval of the Corporation's Major
Transaction are accurate, true and complete in all respects as may be
material to the affairs of the Corporation and to the shareholders in
providing their approval for the said Major Transaction;
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(e) That all information and statements made and provided in the
Prospectus of the Corporation dated March 4, 1994, is accurate, true
and complete in all material respects;
(f) That each and every of the warranties provided hereunder shall be true
and applicable on and as of the Closing Date.
ARTICLE 6 -- CONDITIONS PRECEDENT
6.1 The within agreement shall be subject to the fulfillment of the following
conditions precedent:
(a) The approval of the Alberta Securities Commission and the Alberta
Stock Exchange and compliance with Alberta Securities Commission
policy 4.11 and other rules, regulations and policies of the Alberta
Securities Commission and Alberta Stock Exchange;
(b) The completion of the Major Transaction by the Corporation and the
acquisition of all of the issued and outstanding shares of Classic
Portraits and Design Ltd. as proposed in the Information Circular
prepared in connection therewith, it being understood and agreed that
both transactions are dependent upon the other and will be completed
contemporaneously;
(c) The Purchasers acknowledge and understood that the shares purchased
herein shall be held in escrow in accordance with the requirements of
the Escrow Agreement and the Alberta Securities Commission.
ARTICLE 7 -- CLOSING REQUIREMENTS
7.1 the obligations of the Purchasers to purchase and pay the Purchase Price of
the Shares in this Agreement provided shall be subject to the accuracy of the
representations, warranties and covenants contained in this Agreement at the
Closing Date as if made at the Closing Date and to the satisfaction or
fulfillment of the following additional conditions:
(a) There shall be delivered to the Purchasers at the Closing Date all
share certificates evidencing the Vendors' Shares as fully and
properly endorsed to the Purchasers as herein set out;
(b) Each of the Vendors shall at the request of the Purchasers resign as
officers and directors of the Corporation;
(c) Each of the parties shall execute such further affidavits, documents,
minutes, transfers, covenants and agreements and do such further acts,
deeds and things as may be requisite to give full force and effect to
the terms of the within Agreement and completely divest the Vendors
from any interest whatsoever in the said Shares of the Corporation.
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ARTICLE 8 -- SURVIVAL OF REPRESENTATIONS
8.1 The representations and warranties contained in this Agreement shall survive
the purchase and sale of the Shares herein provided for and any investigations
by the Purchasers, and the transfer of the Shares, and shall remain in full
force and effect for the benefit of the Purchasers; PROVIDED HOWEVER, that no
claim with respect to the said representations and warranties shall be made by
the Purchasers unless written notice thereof has been given to the Vendors prior
to the expiry of four years from the Closing Date.
ARTICLE 9 -- INDEMNITY
9.1 The Vendors covenant and agree to indemnify and save harmless the Purchasers
from and against any and all claims, causes of action, demands, liability,
expenses, costs and charges in respect of the inaccuracy, incompleteness, breach
or default of any of the representations and warranties of the Vendors contained
herein.
ARTICLE 10 -- NOTICES
10.1 Any notice or waiver or other documents required or permitted to be given
to any of the parties herein shall be in writing and be given by mailing the
same, postage paid, or delivering the same to that party at their addresses as
hereinafter specified:
(a) With respect to the Vendors, x/x Xxxxx X. X'Xxxxx, 0000 Xxxxxx Place,
00000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx X0X 0X0;
(b) With respect to the Purchasers, x/x Xxxxxx & Xxxxx, Xxxxxxxxxx xxx
Xxxxxxxxxx, 0000 Xxxxxx Place, 00000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
X0X 0X0, Attention: W. Xxxxxx Xxxxxx;
(c) With respect to the Corporation, c/o Xxxxxxx X. Xxxxxx, Barrister and
Solicitor, Xxxxx 0000, 0000 - 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx X0X
0X0.
10.2 Any notice or waiver or direction or other document aforesaid, if
delivered, shall be deemed to have been given on the date it was delivered and
if mailed, shall be deemed to have been given on the third business day
following the date upon which it was mailed.
ARTICLE 11 -- TIME OF ESSENCE
11.1 Time is of the essence of the within Agreement.
ARTICLE 12 -- COUNTERPARTS
12.1 This Agreement may be executed by the parties in counterpart.
ARTICLE 13 - APPLICABLE LAW
13.1 The validity and interpretation of this Agreement and of each clause or
part thereof shall be governed by the laws of the Province of Alberta.
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ARTICLE 14 -- ENUREMENT
14.1 This Agreement shall enure to the benefit of and be binding upon the
parties hereto, their respective heirs, executors, administrators, successors,
and assigns.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals or
affixed their corporate seals duly attested by the proper officers authorized in
that behalf as of the day and year first above written.
EDGEWELL LIMITED
PER: /s/ [ILLEGIBLE]
-----------------------------
FIDSEC LIMITED
Secretary
PER: /s/ [ILLEGIBLE]
-----------------------------
(corporate seal)
TALGARTH LIMITED
PER: /s/ [ILLEGIBLE]
-----------------------------
FIDSEC LIMITED
Secretary
PER: /s/ [ILLEGIBLE]
-----------------------------
(corporate seal)
SIGNED, SEALED AND DELIVERED
in the presence of:
/s/ F. GERIDOCCIO /s/ XXXX X. XXXX
--------------------------------- ----------------------------------
WITNESS XXXX X. XXXX
/s/ F. GERIDOCCIO /s/ XXXXX X. X'XXXXX
--------------------------------- ----------------------------------
WITNESS XXXXX X. X'XXXXX
/s/ [ILLEGIBLE] /s/ XXXXXX X. XXXXXXXXX
--------------------------------- ----------------------------------
WITNESS XXXXXX X. XXXXXXXXX
/s/ F. GERIDOCCIO /s/ XXXXX XX
--------------------------------- ----------------------------------
WITNESS XXXXX XX
/s/ [ILLEGIBLE] /s/ XXXXX X. XXXXX
--------------------------------- ----------------------------------
WITNESS XXXXX X. XXXXX
XXXXXXX INVESTMENTS LTD.
PER: /s/ [ILLEGIBLE]
-----------------------------
PER: /s/ [ILLEGIBLE]
-----------------------------
(corporate seal)
E-573
TALGARTH LIMITED
JLA/LM/xxx
06 November 1995
The Directors
Xxxxxxx Investments Limited
2150 Scotia Place
Tower One
00000 Xxxxxx Xxxxxx
Xxxxxxxx
XX X0X 0XX
Dear Sirs
This letter is to confirm that this company received consideration for the sale
of its Broker Investments (NZ) Limited shares at NZ$1.00 per share, for the
amount of shares held.
This concludes any claims TALGARTH LIMITED has on Xxxxxxx Investments (NZ)
Limited.
Yours faithfully
/s/ X X Xxxxxx
---------------------------
X X Xxxxxx
Director
PO Box 175, Xxxxxxx House, Xxx Xxxxxxx Place, St. Xxxxx Port,
Guernsey, Channel Islands, GYI 4HQ
Telephone 00000 000000 Facsimile 01481 711353/715544 Telex 4191637 BACFIDG
E-574
EDGEWELL LIMITED
JLA/LM/xxx
07 November 1995
The Directors
Xxxxxxx Investments Limited
2150 Scotia Place
Tower One
00000 Xxxxxx Xxxxxx
Xxxxxxxx
XX X0X 0XX
Dear Sirs
This letter is to confirm that this company received consideration for the sale
of its Broker Investments (NZ) Limited shares at NZ$1.00 per share, for the
amount of shares held.
This concludes any claims EDGEWELL LIMITED has on Xxxxxxx Investments (NZ)
Limited.
Yours faithfully
/s/ I M Xxxxx
---------------------------
I M Xxxxx
Director
PO Box 175, Xxxxxxx House, Xxx Xxxxxxx Place, St. Xxxxx Port,
Guernsey, Channel Islands, GYI 4HQ
Telephone 00000 000000 Facsimile 01481 711353/715544 Telex 4191637 BACFIDG
E-575
Minutes
EDGEWELL LIMITED
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE
COMPANY HELD AT XXXXXXX HOUSE, XXX XXXXXXX PLACE, ST XXXXX
PORT, GUERNSEY ON 10 NOVEMBER 1994.
PRESENT: Xx X X Xxxxxx
Mr I M Xxxxx
CHAIRMAN: Xx X X Xxxxxx was elected to the Chair
MINUTES: The Minutes of the previous Meeting had been circulated,
approved and signed.
QUORUM: The Chairman confirmed a quorum and declared the Meeting
open.
SHARE SALE
AGREEMENT: The Chairman tabled to the Meeting a Share Sale Agreement
(the Agreement) between Edgewell Limited and Talgarth
Limited (the Purchasers); Messrs X X Xxxx, X X X'Xxxxx, X X
Xxxxxxxxx, D Ng and Xxxxx X Xxxxx (the Vendors), and Xxxxxxx
Investments Limited (Xxxxxxx) whereby the Purchasers wished
to acquire the shares of Xxxxxxx held by the Vendors.
In addition to the purchase of the shares referred to above
the Purchasers are prepared to sell to Xxxxxxx all of the
issued and outstanding shares of an Alberta Corporation
known as Classic Portraits and Design Limited, pursuant to
the terms of a contemporaneous agreement.
After due discussion and on a motion proposed and duly
seconded, IT WAS RESOLVED that the company would accept the
terms and conditions of the Agreement and IT WAS FURTHER
RESOLVED that the Common Seal of the Company be affixed to
the document and that X X Xxxxxx as Director and X X X
Xxxxxx as Authorised Signatory of Fidsec Limited, Corporate
Secretary, be authorised to sign the said Agreement.
ANY OTHER
BUSINESS: There being no further business the Meeting was declared
closed.
----------------------------------------
CERTIFIED TRUE COPY
FIDSEC LTD -- COMPANY SECRETARY
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
--------------- ---------------
AUTHORISED AUTHORISED
SIGNATORY SIGNATORY
----------------------------------------
E-576
Minutes
TALGARTH LIMITED
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE
COMPANY HELD AT XXXXXXX HOUSE, XXX XXXXXXX PLACE, ST XXXXX
PORT, GUERNSEY ON 10 NOVEMBER 1994.
PRESENT: Xx X X Xxxxxx
Mr I M Xxxxx
CHAIRMAN: Mr I M Xxxxx was elected to the Chair.
MINUTES: The Minutes of the previous Meeting had been circulated,
approved and signed.
QUORUM: The Chairman confirmed a quorum and declared the Meeting
open.
SHARE SALE
AGREEMENT: The Chairman tabled to the Meeting a Share Sale Agreement
(the Agreement) between Edgewell Limited and Talgarth
Limited (the Purchasers) Messrs X X Xxxx, X X X'Xxxxx, X X
Xxxxxxxxx, D Ng and Xxxxx X Xxxxx (the Vendors), and Xxxxxxx
Investments Limited (Xxxxxxx) whereby the Purchasers wished
to acquire the shares of Xxxxxxx held by the Vendors.
In addition to the purchase of the shares referred to above
the Purchasers are prepared to sell to Xxxxxxx all of the
issued and outstanding shares of an Alberta Corporation
known as Classic Portraits and Design Limited, pursuant to
the terms of a contemporaneous agreement.
After due discussion and on a motion proposed and duly
seconded, IT WAS RESOLVED that the company would accept the
terms and conditions of the Agreement and IT WAS FURTHER
RESOLVED that the Common Seal of the Company be affixed to
the document and that I M Xxxxx as Director and X X Xxxxxxxx
as Authorised Signatory of Fidsec Limited, Corporate
Secretary, be authorised to sign the said Agreement.
ANY OTHER
BUSINESS: There being no further business the Meeting was declared
closed.
----------------------------------------
CERTIFIED TRUE COPY
FIDSEC LTD -- COMPANY SECRETARY
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
--------------- ---------------
AUTHORISED AUTHORISED
SIGNATORY SIGNATORY
----------------------------------------
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