EXHIBIT 2.1
VESTITURE CORPORATION
000, 0000 - 0 Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
-------------------------------------------------------------------------
SHARE PURCHASE AGREEMENT
(Page 1 of 2)
AUGUST 28, 1996
WOLF EXPLORATIONS INC. (herein referred to as the Buyer) hereby offers and
agrees to purchase upon the terms and conditions, hereinafter set forth,
the Purchased Shares of 418297 Alberta Ltd. o/a Calgary Chemical from Mr.
Xxxx Xxxx and Xx. X.X. Xxxx (hereinafter referred to as the "Seller") for
a total Purchase Price $ EIGHT HUNDRED AND FIFTY THOUSAND ($ 850,000.00 )
which shall be payable as follows:
$ 10,000.00 by good faith deposit delivered herewith in the form of
--------------- A CHEQUE payable to VESTITURE CORPORATION (in Trust)
(herein referred to as the "Broker") to be held in
trust until closing or other termination of this
Agreement. The Seller acknowledges that any cheque
accepted by the Lawyer is subject to collection.
$ 290,000.00 by (certified cheque, bank draft) on closing.
---------------
$ 400,000.00 Debt secured by the purchased company with
--------------- documentation required by the Bank provided by the
Seller.
$ 150,000.00 Vendor take-back as per Schedule "D".
---------------
$ ____________________________________________________
--------------- ____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
$ 850,000.00 TOTAL PURCHASE PRICE
===============
This Agreement is subject to the following condition(s) which shall be
deemed unilaterally waived by the Buyer on the date(s) for the expiry of
such condition(s) unless prior to such expiry date(s) the Buyer notifies
the Seller or the Broker in writing of its intention not to waive such
condition(s).
1. Securing financing acceptable to the buyer.
2. Current Ratio (current assets less current liabilities) equal to or
greater than $200,000.00.
3. Legal and accounting and environmental due diligence acceptable to the
Buyer.
4. Closing documentation acceptable to both Parties.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
IT IS HEREBY AGREED THAT:
1. Schedule "A", The Schedule of Warranties, Representations and
Covenants, Schedule "B", the Schedule of Terms, Schedule "C", the
Schedule of Closing Documents, Schedule "D", the Vendor Take-Back, and
all other Schedules attached hereto are hereby incorporated in and
constitute a part of this Agreement.
2. The undersigned hereby agree to execute and deliver any and all
documents necessary to effect the closing of this sale including the
documents on the Schedule of closing Documents hereto. The closing
date for this sale shall be on or before the Time of Closing or such
other date as the parties may later agree upon in writing.
38
(PAGE 2 OF 2)
3. Time shall in all respects be of the essence of this Agreement.
4. The Buyer's offer made hereby shall be open for the Seller's written
acceptance only on or before the hour of 4:00, p.m. on the 4th day of
September, 1996.
The undersigned Buyer expressly acknowledges having fully read and
understood and having received a true copy of this document.
DATED THIS ______________ DAY OF _________________________, 19_____.
BUYER: WOLF EXPLORATIONS INC. ADDRESS: 17A, 0000 - 00XX XXXXXX X.X.
PER:_______________________________ CITY: XXXXXXX, XXXXXXX X0X 0X0
XXXXX XXXXX, CEO & PRESIDENT
VESTITURE CORPORATION: _______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE
SELLER'S ACCEPTANCE
I (or we) accept the foregoing offer and agree to sell the above Purchased
Shares on the terms and conditions of the foregoing Agreement. I (or we)
further hereby agree to pay VESTITURE CORPORATION a commission in the
amount of 6% of the selling price fully earned upon acceptance of this
Agreement and payable no later than the Time of Closing.
DATED AND ACCEPTED on the ___________ day of _____________, 19____ at the
hour of ___________, ____.x.
XXXXXXX:
____________________________________ c/o Calgary Chemical
MR. XXXX XXXX #1, 0000 - 00 XXXXXX X.X.
____________________________________ XXXXXXX, XXXXXXX X0X 0X0
XX. X.X. XXXX
VESTITURE CORPORATION: _______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE
This Corporation acknowledges and confirms this Agreement.
Per:_____________________________________
39
THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY
Schedule "A" attached to and forming part of a Share Purchase Agreement
dated the 28th day of August, 1996.
between:
MR. XXXX XXXX AND XX. X.X. XXXX
(Sellers)
- and -
WOLF EXPLORATIONS INC.
(Buyer)
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 1 of 6)
1. The Buyer and Seller each warrant to the other that they respectively
have the full power and authority to enter into this Agreement and to
conclude the transaction described herein, and no contract or
agreement to which either the Buyer or the Seller is a party prevents
either of them from concluding the transaction described herein, nor
is the consent of any governmental authority or third party required
therefor.
2. The Seller does hereby indemnify the Buyer and shall hold and save
harmless the Buyer from and against all debts, claims, actions or
causes of action, losses, damages (including legal fees and
disbursements) now existing or that may hereafter arise from or grow
out the Seller's past operation and ownership of the Business (the
"Business") or the assets related thereto, either directly or
indirectly.
3. At or prior to the closing of this sale, the Buyer shall deliver and
execute at its own expense such security documents (including evidence
of corporate authority) as agreed upon herein for any deferred
indebtedness. Such security shall be subject to any permitted liens
described herein, if any, to be assumed by the Buyer.
4. It is hereby understood acknowledged that the information recorded on
the Broker Agreement and Questionnaire attached hereto as Schedule "E"
and by reference incorporated herein, and any further written
information provided to the Buyer by the Broker was provided to the
Broker by the Seller, and that the Broker has not done any independent
investigation whatsoever of the Business or the information provided
by the Seller and does not warrant the accuracy of completeness of
same. The Buyer acknowledges that the Broker has not verified, and
will not verify, any further representation of the Seller, and should
any such representation be untrue, the Buyer agrees to look solely to
the Seller for any loss or damage resulting therefrom.
5. If the Buyer shall fail for any reason other than the fault of the
Seller to close this sale and to complete the purchase on the closing
date as herein provided, the Seller shall have the right to enforce
this Agreement by any legal or equitable remedies including, without
limitation, by a suit for specific performance and or by an action for
damages for the Buyer's breach of contract in which the Seller shall
be entitled, without limitation, to recovery of Seller's loss of
bargain, to the Seller's consequential damages, and to it liability
for Broker's commissions, and/or at the Seller's option, the Seller
shall have the right to retain all sums paid by the Buyer as
liquidated and agreed pre-estimated damages and not as a penalty all
of the foregoing remedies of the Seller being subject to Seller's
payment of Broker's commissions hereunder. In any action brought by
the Seller as provided in the foregoing sentence and in any other
action brought by the Seller, the Buyer or the Broker to enforce any
rights arising under this Agreement, the party prevailing in such
action shall be entitled to recover its legal fees and disbursements
on a solicitor and client basis and shall also be entitled to all
costs, expenses and legal fees and disbursements to be expended in
collecting the amount owing as aforesaid on a solicitor and client
basis.
40
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 2 of 6)
6. The Seller acknowledges that the broker has made no representation
concerning the creditworthiness or ability of the Buyer to complete
this transaction, and relies solely on the Buyer's representations
with respect thereto.
7. Prior to the Time of Closing the Buyer shall be at liberty, at his own
expense, to examine the Corporation's title to its real estate and the
books of record of the Corporation. If on or before the Time of
Closing the Buyer notifies the Seller in writing of any defect in the
title or breach of warranty or representations, the Seller may cure
such breach and complete the purchase, or may cancel this contract.
If the Buyer cancels the contract, the Seller shall repay to the Buyer
the deposit paid upon the execution hereof, without deduction or
interest, and neither party shall be under any further liability
hereunder to any other party, except for the obligation of the Buyer
not to divulge or disclose any information with regard to the affairs
of the Corporation obtained as a result of his examination of the
books and records of the Corporation to any other person, firm or
corporation.
The Directors of the Corporation agree to make available to and assist
the Buyer, his auditors, solicitors, representatives and agents from
the date hereof up to the Time of Closing all books and records of the
Corporation including minute books, books of account, all contract and
agreements to which the Corporation is a party and to make such
inventory of stock and examination of the assets and records of the
Corporation as the Buyer may require for the purpose of this
Agreement.
8. The Seller covenants, represents and warrants as follows, and
acknowledges that the Buyer is relying upon such covenants,
representations and warranties in connection with the purchase by the
Buyer of the Purchased Shares.
(a) the Corporation has been incorporated and organized and is in
good standing under the laws of the Province of Incorporation; it
has the corporate power to own or lease its property and to carry
on the Business as now being conducted by it; and is in good
standing and properly licensed in each jurisdiction in which it
does business and has complied with all applicable zoning laws;
(b) the Corporation's Authorized Capital is as stated of which only
the Issued Shares (and no more) have been issued and are
outstanding as fully paid and non-assessable;
(c) all of the Purchased Shares are owned by the Seller and are free
and clear of all options, encumbrances and demands whatsoever and
no person, firm or corporation has any right to or option for any
of the unissued shares of the Corporation;
(d) all Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis
consistent with those of previous years and present fairly;
[i] the assets, liabilities (whether accrued, absolute, contingent or
otherwise), and the financial condition of the Corporation as at
the Reporting Date, and
[ii] the sales, earnings and results of the operations of the
Corporation during the period covered by the Financial
Statements.
The financial position of the Corporation is now and at the Time
of Closing will be at least as good as that shown by or reflected
in the Financial Statements and since the Reporting Date there
has been no adverse change in the business, operations, affairs
or condition of the Corporation, financial or otherwise.
(e) the corporate records and minute books of the Corporation contain
complete and accurate minutes of all meetings of the directors
and shareholders of the Corporation held since the incorporation
of the Corporation and all such meetings were duly called and
held;
41
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 3 of 6)
(f) [i] no payment or loans have been made or authorized since
the Reporting Date by the Corporation to its officers,
directors, former directors, shareholders or employees,
or to any person or company not dealing at arm's length
(as such term is construed under the Income Tax Act
(Canada)) with any of the foregoing, except in the
ordinary course of business, and at the regular rates
payable to them of salary, pension, bonuses, rents or
other remuneration of any nature,
[ii] the aggregate amount of all remuneration of any nature
paid or payable by the Corporation to or for the
Seller, or persons or companies not dealing at arm's
length (as such term is construed under the Income Tax
Act (Canada)) with him, during the last twelve months
amounted to not more than the Seller's Stated Salary,
and since that date and until the Time of Closing,
payments to them and each of them have been and will be
made at not greater rates,
(g) no capital expenditures have been made or authorized by
the corporation since the Reporting Date, and no
capital expenditures will be made or authorized by the
Corporation after the date hereof and up to the Time of
Closing without the prior written consent of the Buyer;
(h) the Corporation has its property insured against loss
or damage by all insurable hazards or risks on a
replacement cost basis and such insurance coverage will
be continued in full force and effect to and survive
the Time of Closing.
(i) the Corporation does not have any outstanding agreement
(including employment agreements), contract or
commitment, whether written or oral, of any nature or
kind whatsoever, except;
[i] agreements, contracts and commitments in the ordinary
course of business which have not more than two months
to run,
[ii] prepaid service contract on office equipment,
[iii] the employment, service and pension agreements
described in the Schedule of Employment Contracts
hereto, and the Corporation does not have any employee
who cannot be dismissed on not more than one month's
notice without further liability,
[iv] the bonds, debentures and mortgages described in the
Financial Statements hereto,
[v] the lease described in the Schedule of Leases hereto,
[vi] the conditional sales contracts and title retention
agreements described in the Schedule of Insurance
Policies hereto,
[vii] the insurance policies described in the Schedule of
Insurance Policies hereto, and
[viii] the contracts and agreements described in the Schedule
of Contracts hereto,
(aa) there are no actions, suits, proceedings, judgments or
executions pending or threatened against or affecting
the Corporation or the Seller;
(bb) the Corporation is not in default or breach of any
agreements to which it is a party and there exists not
state of facts which after notice or lapse of time or
both would constitute such a default or breach;
(cc) the service marks, trade names, trade marks and
patents, used or required by the Corporation are solely
owned by the Corporation and are duly registered in all
appropriate offices;
42
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 4 of 6)
(dd) the Corporation is not in arrears in the remittance of
employees' tax deduction, customs duties, sales or
excise tax, has duly filed all tax returns required to
be filed by it and has paid all income and other taxes
which are due and payable;
(ee) the Corporation has no banks, trust companies or
similar institutions in which it has accounts other
than the Corporation's Bank(s), no persons are
authorized to draw thereon or have access thereto other
than the Signing Officers and the Corporation has no
outstanding powers of attorney other than to the
Corporation's Attorneys;
(ff) all facilities and equipment owned and used by the
Corporation in connection with the Business are in good
operating condition and are in a state of good repair
and maintenance;
(gg) the Seller will preserve and maintain the goodwill of
the Corporation;
(hh) all receivables recorded on the books of the
Corporation are bona fide and good and, subject to an
allowance for doubtful accounts taken in accordance
with generally accepted accounting principles,
collectible without set off or counter-claim;
(ii) all vacation pay, bonuses, commissions and other
emoluments are reflected and have been accrued in the
books of account of the Corporation;
(jj) the Seller is resident in Canada within the meaning of
the Income Tax Act (Canada);
(kk) the Seller has no information or knowledge of any facts
relating to the Business or to the Purchased Shares
which, if known to the Buyer, might reasonably be
expected to deter the Buyer from completing the
transaction of purchase and sale herein contemplated;
(ll) there are no material liabilities of the Corporation of
any kind whatsoever, whether or not accrued and whether
or not determined or determinable, in respect of which
the Corporation or the Buyer may become liable on or
after the consummation of the transaction contemplated
by this agreement other than:
[i] liabilities disclosed on, reflected in or provided for
in the Financial Statements,
[ii] liabilities disclosed or referred to in this agreement
or in this agreement or in the Schedule attached
hereto,
[iii] liabilities incurred in the ordinary course of business
and attributable to the period since the Reporting
Date, none of which has been materially adverse to the
nature of the Business, results of operations, assets
financial condition or manner of conducting the
Business,
[iv] if any deficiency, loss or loss of possessions is
discovered in the assets of the Corporation or if any
debt or obligation not disclosed herein is demanded
from the Corporation, the Seller agrees to pay to the
Buyer on behalf of the Corporation, the value of any
deficiency in the assets or the amount of such
liabilities.
9. Upon execution by all parties this Agreement shall be absolutely
binding and full enforceable upon the parties and shall bind and enure
to the benefit of the successors, assigns, personal representatives,
heirs and legatees of the parties hereto.
43
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 5 of 6)
10. In the event of any dispute prior or subsequent to the closing of this
sale between the Buyer and Seller under this Agreement, the parties
agree to submit the matter to arbitration in accordance with the
following provisions. The party desiring to go to arbitration shall
so notify the other party, concurrently nominating a single
arbitrator. The other party shall nominate a single arbitrator within
ten (10) days of notice from the first party, failing which the single
arbitrator nominated by the first party shall be the sole arbitrator.
If two arbitrators are nominated, they shall nominate a third
arbitrator within ten (10) days after the nomination of the last of
them, failing which either party may apply to a Justice of the Court
of Queen's Bench to name a third arbitrator. Either party may be
represented by legal counsel. The decision of the arbitrator(s) shall
be final and conclusive and the right of appeal is hereby waived. The
Buyer shall not have the right to demand arbitration if he is in
default under this Agreement for payments due on any deferred
indebtedness or assumed balanced owed hereunder.
11. In the event that any of the provisions, or portions thereof, of this
Agreement are held to be unenforceable or invalid by any court of
competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected
thereby and effect shall be given to the intent manifested by the
provisions, or portions thereof, held to be enforceable and valid.
12. The Seller, with compensation of $4,000.00 per month up to a total of
$16,000.00 collectively, shall familiarize and acquaint the Buyer with
all materials aspects of the Business from the date of closing of this
sale for a period of 4 months or as otherwise mutually agreed upon.
13. The Seller agrees not to compete, directly or indirectly or in any
manner, or engage in the blending of oil field and environmental
chemicals within the province of Alberta; nor aid or assist anyone
else, except the Buyer, to do so within these limits; nor solicit in
any manner any past accounts of the Business; nor have any interest,
directly or indirectly; in such a business, except as an employee of
the Buyer, for a period of five (5) consecutive years from the Time of
Closing. This does not include water treatment for human consumption.
14. This Agreement shall be governed by, construed and enforceable under
the laws of the Province of Alberta and Canada applicable therein.
15. This Agreement constitutes the entire agreement and understanding of
the parties regarding its subject matter and cannot be modified except
in writing executed by all parties hereto. There are no express or
implied warranties, representations or covenants relating to this
transaction except as expressly set forth or incorporated herein.
16. The Buyer warrants to the Seller that it is not and will not on the
closing date be a person to whom any Federal or Provincial legislation
regulating foreign ownership or investment applies.
17. The Buyer and the Seller agree on or prior to closing to execute and
deliver to the Broker a valid and binding release and indemnification
agreement in the form attached as a schedule to this Agreement.
44
SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 6 of 6)
18. The Buyer and Seller hereby irrevocable assigns to the Broker out of
all sums now or which may hereafter become due and payable to the
Seller by virtue of this Agreement an amount equal to the commission
payable by the Seller to the Broker, pursuant to the Seller's
Acceptance section of this Agreement. Upon the Deposit being
releasable to the Seller pursuant to the terms of this Agreement, the
Deposit shall apply firstly to pay the Commission and the Seller,
authorizes VESTITURE CORPORATION to deduct the commission from the
deposit if the Deposit held by VESTITURE CORPORATION; or if the
Deposit is insufficient to fully pay the Commission the Seller
authorizes and directs the Seller's solicitor to withhold such amounts
as are necessary from the sale proceeds equal to the Commission that
remains outstanding after any payment of a portion of the commission
from the Deposit, (the "Outstanding Commission"), and to pay from the
sale proceeds the Outstanding Commission to VESTITURE CORPORATION.
19. All warranties and representations in this Agreement, including its
Schedules shall be deemed to be repeated on and as of the Time of
Closing and shall not merge in but shall survive the closing of this
sale. All notices or other communications hereunder may be made,
without limitation, by delivery to the addresses of the Buyer and
Seller on page 1 of this Agreement and copies shall concurrently be
delivered to the Broker at its address shown on page 1 of this
Agreement.
20. OTHER PROVISIONS:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________.
THE ABOVE PROVISIONS ARE HEREBY APPROVED AND ACCEPTED.
DATE: August 28, 1996 DATE:____________________________
BUYERS: SELLERS:
WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL
Per:_____________________________ Per:___________________________________
Xxxxx Xxxxx, CEO & President
MR. XXXX XXXX
___________________________________
XX. X.X. XXXX
___________________________________
VESTITURE CORPORATION VESTITURE CORPORATION
_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE
45
Schedule "B" attached to and part of a Share Purchase Agreement dated
August 28, 1996 between:
MR. XXXX XXXX AND XX. X.X. XXXX
(Sellers)
- and -
WOLF EXPLORATIONS INC.
(Buyer)
SCHEDULE OF TERMS
The following underlined terms have the following meaning in this
Agreement.
1. The Corporation is 418297 Alberta Ltd.
2. The Purchased Shares are 100% of the Issued Shares of the Corporation.
3. Province of Incorporation means the Province of Alberta.
4. Authorized Capital of the Corporation consists of:
Unlimited number of Class "A" Common Voting Shares
Unlimited number of Class "B" Common Voting Shares
Unlimited number of Class "C" Common Voting Shares
Unlimited number of Class "D" Common Non-Voting Shares
Unlimited number of Class "E" Common Non-Voting Shares
Unlimited number of Class "F" Common Non-Voting Shares
Unlimited number of Class "G" Preferred Shares
Unlimited number of Class "H" Preferred Shares
Unlimited number of Class "I" Preferred Shares
5. The Issued Shares of the Corporation consists of 100 Class "A" Common
Voting shares.
6. The Financial Statements of the Corporation are its 1996 financial
statements.
7. The Reporting Date under the Financial Statements is July 31, 1996.
8. The Seller's Stated Salary is collectively $113,000 per annum.
9. The Corporation's Bank(s) is/are CIBC, 0000 - 00xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx.
10. The Signing Officers authorized to draw on the Corporation's accounts
are Xxxx Xxxx and X.X. Xxxx.
11. The persons, firms, corporation or business organizations holding any
powers of attorney from the Corporation ("Attorneys") are: N/A as of
August 28, 1996.
12. The Time of Closing is 12 O'Clock Midnight, September 30, 1996.
DATED: August 28, 1996
BUYERS: SELLERS:
WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL
Per:_____________________________ Per:___________________________________
Xxxxx Xxxxx, CEO & President
MR. XXXX XXXX
___________________________________
XX. X.X. XXXX
___________________________________
VESTITURE CORPORATION VESTITURE CORPORATION
_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE
46
Schedule "C" attached to and part of Share Purchase Agreement dated August
28, 1996.
XXXX XXXX AND XX. X.X. XXXX
(Sellers)
- and -
WOLF EXPLORATIONS INC.
(Buyer)
SCHEDULE OF CLOSING DOCUMENTS
1. Certificates for the Purchased Shares to be duly endorsed in blank of
transfer, with signatures guaranteed by a bank or member of an
exchange, in good street form;
2. All minute books, books of account and other books, records and
documents relating to the Corporation's business and affairs;
3. Resignations of all the directors and officers of the Corporation
effective upon acceptance by the board;
4. General release by each director and officer completely releasing all
claims against the Corporation as such officer, director, shareholder,
employee or otherwise.
BUYERS: SELLERS:
WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL
Per:______________________________ Per:___________________________________
Xxxxx Xxxxx, CEO & President
MR. XXXX XXXX
___________________________________
XX. X.X. XXXX
___________________________________
VESTITURE CORPORATION VESTITURE CORPORATION
_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE
47
Schedule "D" attached to and part of Share Purchase Agreement dated August
28th, 1996.
Between:
MR. XXXX XXXX AND XX. X.X. XXXX
(Sellers)
- and -
WOLF EXPLORATIONS INC.
(Buyer)
VENDOR TAKE-BACK
LOAN AGREEMENT
The Seller agrees to provide the Buyer with a One Hundred Fifty Thousand
($150,000.00) loan on the following terms and conditions:
AMOUNT: $150,000.00
TERM: 16 Months
PAYMENTS: $10,000.00 per month payable monthly in arrears
SECURITY: Subordinate to that of the bank financing requirements.
CONVERSION: At the option of the Seller, they may 6 or 12 months from
the closing date, convert the balance of the Vendor Take-Back
dollar amount into common shares of the Buyer at a
ratio of 1.2 times the first private or public placement
price.
EARLY PAYOUT
PROVISION: The Buyer may, given 30 days notice, pay-out the balance of
the debt then outstanding. The Seller has the option to
convert that debt, at date of notice, to shares in the Buyer
as per the conversion clause.
BUYERS: SELLERS:
WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL
Per:______________________________ Per:___________________________________
Xxxxx Xxxxx, CEO & President
MR. XXXX XXXX
___________________________________
XX. X.X. XXXX
___________________________________
VESTITURE CORPORATION VESTITURE CORPORATION
_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE
48
