Schedule "A"
OFFER TO PURCHASE
TO: CRISTALLO HOLDINGS INC.
#000, 00000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention; Xxxxx Xxxxxxx, Chief Financial Officer
(hereinafter referred as the "Vendor")
LAVALEE FINANCIAL CORPORATION or ITS NOMINEE (hereinafter referred to as the
"Purchaser") hereby offers and agrees to purchase the lands containing the
industrial biomedical waste facility situated in the Village of Beiseker,
Alberta, and legally described on certificate of title number 000 000 000
(hereinafter referred to as the "Lands"), namely:
PLAN 4126 HJ BLOCK D
CONTAINING 1.96 HECTARES (4.83 ACRES) MORE OR LESS
EXCEPTING THEREOUT THOSE PORTOINS ON THE
FOLLOWING PLANS
PLAN NUMBER HECTARES ACRES MORE
OR LESS
SUBDIVISION 7610935 0.452 1.05
SUBDIVISION 7610936 0.380 0.94
EXCEPTING THEREOUT ALLMINES AND MINERALS
AND THE RIGHT TO WORK THE SAME
the buildings (hereinafter referred to as the "Buildings") located on the Lands
and the equipment, parts, tools, system, licenses, customer and supplier
information and lists, all customer and supplier contracts and unfulfilled
orders, all books and records necessary for the operation of the industrial
biomedical waste facility, all licenses, intellectual property rights, patents,
computer equipment, computer hardware and software, telephone system, office
supplies and furniture, trailer units and all other items and fixtures located
on the Lands and necessary in order to operate the industrial biomedical waste
facility (hereinafter referred to as the "Equipment") including, in particular
the items described in Schedule "A" attached hereto, (the Lands, the Buildings
and the Equipment are sometimes hereinafter collectively referred to as the
"Property") free and clear of all liens, encumbrances, notifications, charges,
adverse claims or interests whatsoever except for those interests set forth in
Schedule "B" attached hereto (hereinafter referred to as the "Permitted
Encumbrances")
This offer to purchase is made on the following terms and conditions:
1. The full purchase price shall be paid in the following manner:
a. FIFTY THOUSAND ($50, 000.00) DOLLARS cash (Canadian) as a
deposit to be paid to the Vendor's solicitors, Xxxxxxxx
Xxxxxxx Xxxxxx LLP and to be held in trust and to be credited
to the Purchaser and allowed as part of the purchase price on
closing of the transaction and which is to be returned to the
Purchaser if the Vendor does not complete the transaction or
if the Purchaser terminates pursuant to paragraph 4(2) or
paragraph 7 hereof;
b. ONE MILLION FOUR HUNDRED THOUSAND ($1, 400, 000.00) DOLLARS in
cash (Canadian) on Closing; c. FIVE HUNDRED FIFTY THOUSAND
($550, 000.00) DOLLARS by second mortgage back to the Vendor
with simple
interest at the rate of six (6%) percent per annum by five (5)
equal consecutive monthly installments of ONE HUNDRED THOUSAND
($100, 000.00) DOLLARS each commencing on the 1st day of
January, 2006 and FIFTY THOUSAND ($50, 000.00) DOLLARS on the
1st of May, 2006. Interest shall be payable monthly;
d. ONE MILLION ($1,000, 000.00) DOLLARS by delivery of 1, 000,000
restricted trading shares of Canglobe International Inc., a
public corporation;
e. ONE MILLION ($1, 000,000) DOLLARS by delivery of 1, 000,000
restricted Rule 144 shares of Canglobe International Inc.,
which are releasable in escrow on September 30th, 2005,
without further conditions.
The deposit referred to in paragraph 1 (a) above (the "deposit") may be placed
in an interest bearing trust account by the Vendor's solicitors and all interest
paid or accruing prior to closing shall be parable to the Vendor.
2. The purchase price shall include, without limitation, the Lands, the
Buildings, the Equipment and all structures, erections, improvements,
appurtenances and fixtures situated in or upon the Property and all
systems, machinery, chattels and equipment used or intended to be used
in connection with the operation and the maintenance of the industrial
biomedical waste facility, all to be free and clear of all liens,
charges, encumbrances and interests.
3. The date of closing and possession shall be July 1st, 2005 or such
other date as may be agreed upon between the parties (hereinafter
referred to as the "Closing Date").
All rentals, taxes, amortized local improvement levies, utilities, interest
and all other adjustable items with respect to the Property shall be
adjusted as between the Purchaser and Vendor as the Closing Date.
4(1) the Purchaser's obligation to complete this transaction on the Closing
Date shall be subject to the following conditions precedent, which must be
met on or before June 1st, 2005.
a. the Purchaser obtaining financing satisfactory to it in its sole discretion:
b. the Purchaser satisfying itself with respect to the state of the title
of the Lands, zoning and surveyor's certificate, including the form and
content of the Permitted Encumbrances;
c. the Purchaser satisfying itself with respect to the mechanical fitness
of the Equipments:
d. the Purchaser arranging satisfactory non-competition agreements with
the Vendor and all key personnel relating to the operation of the
industrial biomedical waste facility;
e. the Purchaser satisfying itself with respect to an environmental
inspection, impact study and report on the Property compliance with all
Federal, Provincial and Municipal laws, all licensing and regulations
relating to the disposal of hazardous biomedical waste and that the
Property does not contain hazardous substances, materials or
conditions;
f. the Purchaser arranging satisfactory employment contracts with all key
personnel to oversee the operation and the Beiseker facility subsequent
to the Closing Date; and
g. the Purchaser obtaining (through permitted assignment from the vendor
or directly from the applicable municipal, provincial or federal
authority) all licenses, permits and approvals required to operate the
Beiseker facility for its intended use as a waste incineration plant,
including but limited to the incineration of biomedical waste;
h. the Purchaser obtaining satisfactory insurance; and
i. the Purchaser being satisfied with the audited financial statements for
Cristallo Engineering Technologies Inc.
(2) If the Purchaser shall give written notice to the Vendor that any
condition precedent referred to in this paragraph 4 has not been
satisfied or waived then the agreement constituted by the acceptance
hereof sale be null and void and the deposit referred to in paragraph
1(a) shall be returned to the Purchaser together with the accrued
Interest thereon, if any, whereupon neither the Vendor nor the
Purchaser shall have any continuing rights or obligations hereunder.
(3) The conditions precedent contained in this paragraph 4 are stipulated
for the sole benefit of the Purchaser, and the Purchaser may waive any
condition precedent.
(4) If the Purchaser shall give written notice to the Vendor that all the
conditions precedent referred to in this paragraph 4 have been
fulfilled, complied with or waived, then this transaction shall be
completed hereinafter provided.
(5) Failure of the Purchaser to give written notice to the Vendor before
June 1st, 2005 shall be deemed to mean that the Purchaser has satisfied
itself as to the fulfillment of the conditions or has waived such
conditions, in which event the agreement constituted by the acceptance
hereof shall be in full force and effect and the transaction shall be
completed as hereinafter provided.
5(1) by its acceptance of this offer, the Vendor covenants with and
represents and warrants to the Purchaser that:
a. there are not now, and will not at the Closing Date be:
i. any agreement or option for the purchase of the Property other than the
agreement resulting from an acceptance of this offer; ii. except for the
Permitted Encumbrances, any right-of-way or other casement howsoever
created upon, over or in respect of the Lands;
b. there will not at the Closing Date be any subsisting lease or agreement
for a lease affecting the Property or any liens, charges, instruments
or encumbrances except the Permitted Encumbrances.
c. Subject to subparagraph 6(1)(b), the Vendor will at the Closing Date
convey good and marketable title to the Property free and clear of all
liens, charges and encumbrances other than the Permitted Encumbrances.
d. at the Closing Date the Buildings and improvements on the Lands shall
be wholly situate within the boundaries of the Lands, shall not
encroach upon any easement or utility right-of-way on the Lands, and
there shall be no encroachments upon the Lands by buildings or other
structures or improvements belonging to owners of adjoining properties;
e. at the Closing Date the Buildings and improvements on the Lands shall
comply with all applicable building, zoning, and land use by-laws and
regulations or any other by-law or governmental regulations affecting
the Lands;
f. at the Closing Date all accounts for work, labour and material with
respect to Property shall have been fully paid;
g. the Vendor shall not have received before the Closing Date any
complaint, order or direction from ay competent authority concerning
the use of the Lands and/or the non-compliance of the Buildings with
any applicable statute, law, by-law, regulation or ordinance affecting
the use and occupation of the same, unless such complaint, order or
direction shall have been complied with or the Vendor shall have made
adequate provision to the reasonable satisfaction of the Purchaser for
compliance therewith, and on the Closing date there will be no pending
compliance therewith, and on the Closing Date there will be no pending
proceedings in connection with any such non-compliance and to the best
of the knowledge and belief of the Vendor, no such non-compliance shall
then exist;
h. it is not aware of any expropriation or proposed expropriation of the
Property or any part thereof;
i. at the Closing Date there shall be no conditional sale contract,
security agreement, or chattel mortgage affecting the Property;
j. it will within five (5) business days of the acceptance of this offer,
at the expense of the Vendor, deliver to the Purchaser the following
i. any plans and specifications relating to the original construction and
improvement of the Buildings and "as-built" drawings which are in the
possession or control of the Vendor; and
ii. such further information and documentation relating to the permits,
exemptions and regulatory approvals obtained by the Vendor to allow the
Beiseker facility to operate as a waste incineration plant which are in the
possession or control of the Vendor.
iii. complete copies of all customer and supplier list's, information
and contracts;
iv. complete and accurate list of all Licenses;
complete copy of all environmental audits (internal or external), relating
to the Property and industrial biomedical waste facility;
vi. complete and accurate list of all employees, agents or representatives
or independent contractors including their employment contracts, details of
employment, salary, benefits, age, location of employment, start date,
status as to whether full-time or part-time, bonus and vacation and sick
day entitlement.
vii. copies of records and documents relating to the establishment
operation and management of the Property and the originals of all building,
development, real property report, letter of compliance and occupancy
permits or similar documents related to the Property within the possession
or control of the Vendor; and
vii. copies of two (2) years audited financial statements for Cristallo
Engineering Technologies Inc.
k. the Vendor is a corporation duly incorporated and organized and validly
subsisting under the laws of the Province of Alberta and has the
corporate power to own or lease the Property , the carry on the
business of an industrial biomedical waste facility as now being
conducted by it and to enter into this Offer of Purchase and to perform
its obligations hereunder. The Vendor is duly qualified as a
corporation to do business in each jurisdiction in which the nature of
the aforementioned business or Property makes such qualification
necessary;
l. the execution and delivery of this Offer of Purchase by the Vendor and
the consummation of the transactions contemplated herein will not
result in any breach or violation of any of the provisions of, or
constitute as a default under, or conflict with or cause the
acceleration of any obligation of the Vender under any contract to
which the Vendor is a party with its customers or suppliers
m. the Property, including and in particular, the Equipment, is in good
operating condition , repair and proper working order;
n. the Vendor has not received or has no knowledge or information of any
existing, pending or threatened litigation or claim for judicial or
administrative action which could in any manner adversely affect the
Property;
o. the zoning of the Lands permits their current use;
p. the Vendor is the beneficial owner of all the Vendor's right, title and
interest in and to its trademarks, copyrights and intellectual
property, free and clear of all encumbrances;
q. the Vendor has performed all of the obligations required to be
performed by it and is entitled to all benefits under it, and its not
in default or alleged to be in default in respect of any contract
relation to the Property to which it is a pasty or by which it is bound
r. all such contracts are in good standing and in full force and effect,
and no event, condition or occurrence exists that, after notice or
lapse of time or both, would constitute a default under any of the
foregoing;
s. the Vendor is in compliance will all laws, by-laws, statutes,
ordinances, regulations, rules, judgments, decrees or orders applicable
to the Property and conduct of business at the industrial biomedical
waste facility;
t. each license, permit, approval, consent, certificate, registration or
authorization (hereinafter referred to as "License") the Vendor holds
is valid, subsisting and in good standing, and the Vendor is not in
default or breach of any License and, to the knowledge of the Vendor,
no proceeding is pending or threatened to revoke or limit any License.
u. The Vendor will make available to the Purchaser the financial books and
records of the Vendor relating to the Property and operation of the
industrial biomedical waste facility and said financial books and
records fairly and correctly set out and disclose the financial
position of the Vendor at the applicable date thereof; and all
financial transactions of the Vendor have been accurately recorded in
such financial books and records;
v. the financial information referred to in previous paragraph (u) and
appraisal reports previously provided to the Purchaser are correct and
complete in all respects and the Vendor is not aware of any error or
omissions relating thereto. The financial information and appraisals
reports present fairly in accordance with generally accepted accounting
principles all of the assets, liabilities and financial condition of
the industrial biomedical waste facility business and Property at the
date of the financial information, appraisal reports and the sales,
earnings and results of operations of the Property and industrial
biomedical waste facility for the period covered by the financial
information and appraisal reports;
w. the Vendor has duly filed on a timely basis all tax returns required to
be filed by it in respect to Federal, Provincial and Municipal taxes
and has paid all taxes that are due and payable, and all assessments,
re-assessments, charge, penalties, interest and fines due payable by
it. There are no actions suits, proceedings, investigations or claims
pending or, to the knowledge of the Vendor, threatened against the
Vendor in respect of Federal, Provincial and Municipal taxes, now are
any matters in discussions relating to taxes;
x. there will not be any material adverse changes in the affairs,
operations or condition (financial or otherwise) of the Property and
industrial biomedical waste facility business or in the prospects for
the Property and industrial biomedical waste facility business;
y. no supplier or customer has any intention to cancel or change its
contract or relationship or the terms upon which is conducts business
with the Vendor;
z. there are no actions, suits or proceedings (whether or not purportedly
on behalf of the Vendor) pending, or to the knowledge of the Vendor,
threatened against of affecting the Vendor, the Property at law or in
equity or before or by any Federal, Provincial, Municipal or other
governmental department, court, commission, board, bureau, agency or
institution, domestic or foreign, or before or by an arbitrator,
arbitration board or mediator. The Vendor is not aware of any ground on
which any such action, suit or proceeding might reasonably be
commenced.
aa. the Vendor, in respect of the Property and the industrial biomedical
waste facility business, is in compliance with all applicable federal,
Provincial, Municipal and local laws, statutes, ordinances, by-laws and
regulations, and orders, directives, codes, guidelines and decisions
rendered by any ministry, court, authority, department or
administrative or regulatory agency("Environmental Laws") relating to
the protection of the environment, occupational health and safety or
the processing, distribution, use, treatment, storage, disposal,
transport or handling of any pollutions, chemicals, wastes or
industrial toxic or hazardous wastes or substances ("Hazardous
Substances")
bb. the Vendor has obtained or is entitled to operate under all licenses,
permits, approvals, consents, certificates, registrations and other
authorizations under the Environmental Laws ("Environmental Permits")
required for the operation of the Property in the industrial biomedical
waste facility business. Each Environmental Permit is valid, subsisting
and in good standing, and the Vendor is not in default or breach of any
Environmental Permit and, to the Vendor's knowledge, no proceeding is
pending or threatened to revoke or limit Environmental Permit;
cc. the Vendor has not caused or permitted, nor does the Vendor have any
knowledge of, the release, in any manner whatsoever, of any Hazardous
Substance on or from the Property utilized in the biomedical waste
facility business and all Hazardous Substances and all other wastes and
other materials and substances used in whole or in part by the Vendor
in connection with the Property or resulting from the industrial
biomedical waste facility have been deposed of or treated in compliance
with all Environmental Laws;
dd. the Vendor will pay or provide for all salary and other amounts due to
all employees of the industrial biomedical waste facility up to and
including, the Closing. The Vendor will pay all severance amounts due
to employees not hired by the Purchaser;
ee. the Vendor has not made any contracts with any labour union or employee
association, nr made commitments to or conducted negotiations with any
labour union or employee association and the Vendor is not aware of any
current attempts to organize or establish any labour union or employee
association with respect to any employee of the Vendor nor is there any
certification of any such union with regard to a bargaining unit. There
is no labour strike, dispute or work slowdown or stoppage pending or
involving or to the knowledge of the Vendor, threatened against the
Vendor in respect of the Property and industrial biomedical waste
facility business;
ff. the Property described in this Offer to Purchase and Exhibit "A"
included all rights and property necessary to operate the industrial
biomedical waste facility immediately after the Closing Date in the
same manner as the industrial biomedical waste facility was conducted
immediately prior to the Closing Date;
gg. the Vendor is not a party to any lease with respect to the Property,
which the Purchaser needs assume, except the Toyota forklift.
If this transaction fails to close, the purchaser shall forthwith return to the
Vendor the materials provided under this subparagraph 5(1)(j)
(2) The Vendor acknowledges that the covenants, representatives
and warranties in all the sub-paragraphs (a) to (gg) itemized
in paragraph 5(1) and all other conditions and provisos in
this offer are conditions inserted herein exclusively for the
benefit of the Purchaser, and any one or more of them may be
waived by the Purchaser at any time and if so waived the
agreement resulting from acceptance of this offer shall be
read exclusive of the said condition or conditions so waived.
If any of the said conditions shall not be fulfilled on or
before the Closing Date and any of them not so fulfilled shall
not have been waived by the Purchaser, or if the Purchaser
shall reasonably determine that any representation is untrue,
then, the agreement resulting from acceptance of this offer
shall be released from all obligations to the other under or
pursuant to this offer and agreement and the deposit and all
moneys paid by the Purchaser hereunder shall be paid to the
Purchaser forthwith without deduction.
(3) The Purchaser will not assume any liabilities of the Property
or industrial biomedical waste facility business and without
limiting the generality of the foregoing, it is understood and
agreed that following liabilities have not been assumed by the
Purchaser:
(i) corporate income taxes;
(ii) deferred corporate taxes
(iii) any investment tax credit; and
(iv) good and services tax.
6(1) Five 95) business days prior to the Closing Date, the Vendor
covenants to deliver or cause to be delivered to the
Purchaser's solicitors, at the expense of the Vendor , the
following;
a. evidence of payment of municipal realty taxes, local
improvements and assessment rates, hydro-electric charges,
water rates, charges under maintenance or other contracts with
respect to the operation of the Property, and all such other
items as the Purchaser may reasonably require. All such
matters shall be adjusted proportionally and allowed to the
Closing Date. Fire and other insurance shall not be
transferred or adjusted without consent of the Purchaser. All
local improvement levies shall be adjusted on the Closing Date
and the Purchaser shall assume all local improvement levies
after Closing Date.
b. transfer of title to the Lands in registerable form in favour
of the Purchaser or its nominee, subject only to the Permitted
Encumbrances and to such liens, charges and encumbrances as nay
have been made or suffered by the purchaser so that the
Purchaser may upon registration of the transfer, obtain a
certificate of title for the Lands in its own name free and
clear except as aforesaid, provided, however, the Vendor shall
be entitled to use the net sale proceeds of the transaction to
discharge from title to the Lands any mortgages or other
encumbrances which are not Permitted Encumbrances if the
Vendor's solicitor provides the Purchaser's solicitors with a
written undertaking concurrent with the tender of the transfer
of title confirming that the Vendor's solicitor will discharge
such non permitted encumbrances;
c. bill of sale in favour of the Purchaser or its nominee in
relation to the Equipment.
d. an undertaking that all charges in relation to the operation
of the Property have been paid, will be paid or have been
properly allowed for;
e. assignments of such approvals, permits or exemptions that may
be assigned by the Vendor to the Purchaser as requested by the
Purchaser to facilitate the operation of the Beiseker facility
as contemplated in PARAGRAPH 4(1)(G) HEREOF, in a form
acceptable to the Purchaser's solicitors, acting reasonably;
f. a declaration by a responsible officer on behalf of the Vendor
that the Vendor is not a non-resident of Canada, within the
meaning of the Income Tax Act or otherwise as the case may be;
g. all key and master keys for the Property; and
h. statement of sale and adjustments.
(2) The Vendor shall at the Closing Date deliver to the Purchaser
possession of the Property, free and clear of all tenancies
and rights of occupancy.
(3) The cost of registration of the transfer of title shall be at
the expense of the Purchaser.
7. The Property shall remain at the risk of the Vendor until
closing of the transaction. Until closing the transaction, the
Vendor shall hold all policies of insurance and any proceeds
thereof in trust for the parties hereto as their interests may
from time to time appear, and if the Property shall be
substantially damaged before completion, the Purchaser may
elect either to received the proceeds of the insurance and
complete the transaction, or to release its interest in the
insurance and cancel this agreement. If it elects to cancel
this agreement, all monies paid hereunder including the
deposits shall be forwith returned by the Vendor to the
Purchaser and neither party shall be liable to the other for
any cost or damages.
8. The vendor will permit the Purchaser, its employees,
consultants and agents at all reasonable times access to the
Property for the purpose of conduction such inspections, tests
and environmental studies as the Purchaser may in its
discretion deem necessary in the conduct of its due diligence
provided that the Purchaser shall restore the Property to its
original state it this transaction does not proceed and
further provided that the Purchaser shall indemnify and save
harmless the Vendor from any and all costs or damage suffered
as a result of the Purchaser exercising it rights pursuant to
this paragraph 8.
9. The vendor by acceptance of this offer represents that the
Vendor is not now and does not at the Closing Date intend to
be a non-resident of Canada as defined by the provisions of
the Income Tax Act (Canada), and it is a condition of this
offer that on or before Closing Date the Vendor shall furnish
the Purchaser with such evidence of the Vendor's residence as
Purchaser may reasonably require, failing which the Purchaser
will comply with Section 116 of the INCOME TAX ACT (CANADA).
10. This phrase "business days" as used in this offer shall
exclude Saturdays , Sundays, statutory holidays and days when
relevant land title offices are not open for business.
11. Once the Purchaser (at the Purchaser's sole discretion) is
satisfied with the conditions as set out in 4(1) above, if the
Purchaser shall fail to complete the purchase of the Property
herein provided for upon the terms and conditions herein set
forth (otherwise that as a result of the default of the
Vendor), the deposit paid pursuant to paragraph 1 hereof and
all interest earned thereon shall be forfeited to the Vendor
as liquidated damages and not as a penalty and the Vendor
shall have no other claim against the Purchaser and there
presents shall be considered terminated and of no further
force and effect. The Vendor acknowledges that its recourse
against the Purchaser for any default of the Purchaser
hereunder is specifically limited to the amount of the deposit
and interest thereon.
12. The purchaser shall have the right to nominate in writing any
person, firm, or corporation, including a limited company to
be hereinafter incorporated, to take title to the Property in
its place and stead. Notwithstanding this provision, the
purchaser shall be fully liable for the performance of the
agreement and all terms, conditions, comments and obligations
hereunder.
13. Any tender of documents or money hereunder may be made upon
the solicitors actins for the party on whom tender is desired
to be made and it shall be sufficient that a certified cheque
or a solicitor's trust cheque be tendered instead of cash.
14. All real estate commission or the like payable in respect of
these presents shall be the sole responsibility of and shall
be paid by the Vendor.
15. The agreement resulting from acceptance of this offer shall
enure to the benefit of and be binding upon the parties
hereto, their and each of their respective heirs, executors,
administrators, successors and assigns as the case may be.
16. This offer shall be accepted by the Vendor delivering to the
Purchaser or the Purchaser's solicitors on or before April
15th, 2005 two copies of this offer with acceptance thereof
duly executed by the Vendor in the form hereunder appended,
otherwise this offer shall be null and void, and the deposit
returned to the Purchaser without deduction or interest.
17. The Vendor and the Purchaser acknowledge and agree that the
representations, warranties, and covenants contained herein
are legally binding and shall survive the closing of the
transaction and registration of the transfer of title and
shall not be merged therein or therewith.
18. The Vendor and the Purchaser agree that it any provision of
there presents or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent,
the remainder of these presents and the application of such
provisions to other persons or circumstances, if any, shall no
be affected thereby and shall be enforced to the greatest
extent permitted by law.
19. Time shall in all respects by the essence hereof and no
extension of time permitted or agreed to by the Vendor shall,
unless in writing, effect a waiver of this provision. A waiver
by either party of the strict performance by the other of any
covenant or provision of this agreement shall not constitute a
waiver of any subsequent breach of such covenant or provision,
or of any covenant, provision or term of this agreement.
20. any notice required or permitted to be given hereunder or any
tender or delivery of documents may be give by delivering or
facsimile transmitting the same to the Vendor or the Purchaser
at the following addresses:
TO: XXXXXXXX FINANCIAL XXXXXXXXXX
Xxxxx 0000, 00000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention; Xxxx Xxxxxxxx
Fax:
with a copy to:
TO: Cristallo Holdings Inc.
# 000, 00000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxxx
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxxx Xxxxxx LLP
#000, 00000-000 Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
And any such notice, document or monies delivered shall be deemed to have been
delivered on the date of delivery or, in the case of a facsimile transmission,
on the date of such confirmed facsimile transmission.
21. This agreement shall be construed and enforced in accordance with the laws
of the Province of Alberta.
22. The Purchaser hereby covenants and agrees that in the event any tax
(hereinafter referred to as "GST") under Part IX of the EXERCISE TAX ACT
(CANADA), as amended, and/or the regulations pursuant thereto (together the
"GST" Legislation) is assessable on this transaction, the parties agree to
execute a joint election for the Supply of Business Assets under subsection 167
(1) under the "GST Legislation" that no tax will be payable in the amounts and
in the manner provided in the GST Legislation, and in the event that any GST is
required by the GST Legislation to be collected by the Vendor ( on behalf of the
Crown) from the Purchaser prior to or at the completion of this transaction, the
Purchaser shall pat the GST to Vendor on or before such completion. The
Purchaser's GST registration is ________________. The Vendor's GST registration
is ___________________.
23. The Purchaser agrees to pay to the Vendor interest at the rate of SIX (6%)
percent per annum on all monies outstanding from the due dates for payment
specified herein until paid.
24. The Purchaser has inspected the Property and agrees the Vendor has not made
any representation, warranty or collateral agreement regarding the Property or
any adjacent lands in close proximity to the Property or otherwise which may in
any way directly or indirectly affect the Property or this agreement other than
what is written in this agreement.
DATED at Edmonton, Alberta the ____ day of April, 2005.
XXXXXXXX FINANCIAL CORPORATION
Per: ________________________________
c/s
VENDORS ACCEPTANCE
WE HEREBY ACCEPT THIS OFFER and agree to be bound by the terms and conditions
herein.
DATED at Edmonton, Alberta, this ____ day of April, 2005.
CRISTALLO HOLDINGS INC.
Per: ________________________________
c/s
SCHEDULE "A"
Incinerator and Related Equipment (see listing)
Hand Tools
Licenses;
o Alberta Environmental Protection
License to Operate a Plant to Incinerate Biomedical Waste at Beiseker
Issued- August 16, 1996
o Record of Exemption from Water Quality Branch
Under Section 2 of the Clean Water Regulations
Issued- May 05, 1992
RE: THERMAL AND AUXILLAR EQUIPMENT LIST
INCINERATOR
Joy model 2500TES (20 Tonne per day) sliding heart primary kiln ducted to a
horizontally mounted secondary combustion chamber. The incinerator come both
with a skip hoist and manual feed system as well as bottom ash removal system.
Both are hydraulically powered.
The secondary chamber is ducted to a refractory lined spray dryer, and Xxxxxxxx
2000 scrubber system, and emergency dump stack.
SCRUBBER
Xxxxxxxx 2000 scrubber consists of a refractory lined quench Section a Venturi
Throat Scrubber, a contact absorber tower, a 1st stage ID fan, a 2nd stage ID
fan, and finally an emissions stack with 2 kylar demisters.
AUXILIALRES TO THERMAL PROCESS
CSEM
The stack has a continuous stack emissions monitor which records,
CO-CO2-HCL-Opacity-O2.
XXXXX XXXXXXX CONTROL SYSTEM
The Xxxxx Xxxxxxx control system controls the thermal and scrubber operations as
well as the operation of the Auxiliary equipment it also has the capability of
printing out specific operational data, i.e. flows, pressures, and temperatures.
This entire are is housed within an air-conditioned environment.
AIR COMPRESSOR
Atlas Copco ZR-e supplies instrument and utility air requirements. It has a
dryer attached to it as well.
CAUSTIC SYSTEM
The system comes with a 23m3 steel tank, a caustic injection pump and pH control
loop. The piping to the tank for loading and the Venturi scrubber is heat traced
and insulated to accommodate 50% caustic.
UTILITY WATER SYSTEM
This consists of a 5000 US gallon plastic storage tank, feed pump, water
softener, level control and assorted piping. In addition there is an identical
tank and pumping for blowdown water storage.
WATER TRANSFER SYSTEM
This consists of a powered roller conveyor complete with computerized bar code
scanners and belt weight scale.
FIXED COLD STORAGE
This consists of 50 tonne temperature controlled building with a blind sump.
M.C.C.
The motor control center consists of main distribution and starters for all
equipment.
U.P.S.
The site is wired to an uninterrupted power supply limited to computers and
control systems.
ASH CONTROL
This consists of 1 steel self-dumping transfer bin along with 5 x 25 tonne
lugger bins.
SPARE PARTS
The inventory covers new motors, pumps and consumable process equipment.
TOOLS
This includes both specialty and hand tools.
MISCELLANEOUS EQUIPMENT
This includes but is not restricted to following: Pallet jacks, containers for
T.I.A, Lab P.H. probe, reefer lighting, ladders, cheaf media, biomed boxes,
biomed bags.
The equipment is ready to operate as is where is complete with piping, cable,
trays, fuel, gas and water lines.
SCHEDULE "B"
PERMITTED ENCUMBRANCES
1. Caveat 4533 H.T. in favour of Canadian Western Natural Gas Company.
2. Caveat 3954 H.V. in favour of Calgary Power Ltd.
3. Utility Right of Way 4086 K.G. in favour of The Village of Beiseker.
4. Caveat 761 121 929 in favour of The Calgary Regional Planning Commission.
