SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 28, 2000
NORTH AMERICAN RESORT & GOLF
----------------------------
(Exact name of Registrant as specified in its charter)
Nevada 0-29067 98-0173359
- ------------------ ------------------ -------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
33163-2nd Avenue
Mission, British Columbia
Canada V2V 6T8
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code:
141-757 West Hastings Street
Suite 676
Vancouver, British Columbia
Canada V6C 1A1
(Former name or former address if changed since last report.)
<PAGE>
Item 1. Changes in Control of Registrant
On April 28, 2000 the Company acquired all of the issued and outstanding
shares of Home Finders Realty Ltd and Most Referred Real Estate Agents, Inc.
(collectively doing business as Home Finders Realty) in exchange for 4,500,000
shares of the Company's Series A Preferred stock and preferred shares in a
wholly owned subsidiary of the Company which was formed for the sole purpose of
facilitating the acquisition of Home Finders Realty. Each share of the Company's
Series A Preferred stock is entitled to one vote on all matters submitted to a
vote of the Company's shareholders. The Series A Preferred shares are not
entitled to any dividends or any distributions upon the liquidation of the
Company.
The preferred shares of the Company and the Company's subsidiary may be
exchanged for 4,500,000 shares of the Company's common stock.
Home Finders Realty has a service which allows real estate professionals
and the general public to quickly and efficiently find quality customer service
oriented Realtors in North American cities within a few minutes. This service is
available through AMRR.COM or CMRR.COM websites, or by phoning a 1-800-414-5655
hotline. Mortgage brokers, home inspectors, appraisers, title companies and
attorneys can also be located with the same service.
As of May 10, 2000 Home Finders Realty employed twenty people on a
full-time basis.
Summary financial information concerning Home Finders Realty follows:
December 31, 1999
Current Assets $16,940
Total Assets 157,677
Current liabilities 87,028
Total liabilities 257,945
Working Capital (Deficit) (70,088)
Stockholders' (Deficit) (100,268)
Year ended December 31, 1999
Revenues $775,013
Cost of sales (299,501)
General and administrative expenses (514,205)
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Net Loss $(38,693)
=========
Home Finders Realty was acquired from William Coughlin and Carole
Coughlin. The following table lists the shares issued in connection with the
acquisition of Home Finders Realty and the shares of the Company's common stock
which Mr. Coughlin and Ms. Coughlin are entitled to receive.
<PAGE>
Shares of Company's
Series A Preferred Shares Common Stock Issuable
Preferred Shares of Subsidiary Upon Exchange
(1)
William Coughlin 2,250,000 2,250,000 2,250,000
Carole Coughlin 2,250,000 2,250,000 2,250,000
(1) One Series A Preferred share together with one preferred share of the
Company's subsidiary may at any time be exchanged for one share of the Company's
common stock.
Following the acquisition of Home Finders Realty, Christine Cerisse
resigned as the Company's president but remained a director of the Company. The
Company's present officers and directors are:
Name Position
William Coughlin President and a Director
Robert Dent Director
James Sanford Director
Christine Cerisse Director
Prior to the acquisition of Home Finders Realty the Company had 4,989,367
outstanding shares of common stock. If William and Carole Coughlin convert their
preferred shares into 4,500,000 shares of the Company's common stock, the
Company will have 9,489,367 outstanding shares of common stock
The following table sets forth, as of May 10, 2000 (and giving effect to
the acquisition of Home Finders Realty) information with respect to the only
persons owning beneficially 5% or more of the Company's common stock and the
number and percentage of outstanding shares owned by each director and officer
and by the officers and directors as a group. Unless otherwise indicated, each
owner has sole voting and investment powers over his or her shares of common
stock.
Shares Percentage
Name Owned Ownership (3)
---- ------ -------------
William Coughlin 2,250,000 (1) 23.7%
Carole Coughlin 2,250,000 (1) 23.7%
Robert Dent -- --
James Sanford -- --
Christine Cerisse 2,500,000 (2) 26.3%
All officers and directors 7,000,000 73.8%
as group (four persons)
(1) Represents shares of Company's common stock issuable upon exchange of
preferred shares held by this shareholder.
<PAGE>
(2) Ms. Cerisse acquired these shares in June 1999 from a former officer and
director of the Company.
(3) Assumes the preferred shares of the Company and the Company's subsidiary
which were issued in connection with the acquisition of Home Finders
Realty are exchanged for 4,500,000 shares of the Company's common stock.
The number of the Company's outstanding shares and the shares held by the
Company's officers, directors and those persons owning more than 5% of the
Company's common stock do not reflect shares issuable upon the exercise of
options granted to the following persons:
Shares Issuable Upon Option Expiration Date
Name Exercise of Option Exercise Price of Option
Christine Cerisse 400,000 $0.25 12/06/01
Christine Cerisse 100,000 $1.00 03/01/01
James Sanford 100,000 $1.00 03/01/01
Robert Dent 100,000 $1.00 03/01/01
Employees of Home Finders 520,000 $1.00 04/28/03
Realty and Consultants
In December 1999 the Company sold 200,000 shares of its common stock to
the Sierra Group, Inc. at a price of $0.25 per share. In connection with this
sale, the Company also issued warrants which allows the Sierra Group to acquire
up to 200,000 additional shares of the Company's common stock. The warrants are
exercisable at a price of $0.50 per share prior to December 23, 2000 and $0.75
per share after December 22, 2000. The warrants expire on December 22, 2001.
In addition to the foregoing, and in connection with the private sale of
the Company's common stock, the Company issued warrants which allow the holders
to acquire up to 237,167 shares of common stock. Warrants relating to 111,500
shares of common stock are exercisable at a price of $0.75 per share. Warrants
relating 125,667 shares of common stock are exercisable at a price of $1.00 per
share. The warrants expire in February and March 2001.
Item 2. Acquisition or Disposition of Assets
See Item 1.
Item 5. Other Events
<PAGE>
Item 7. Financial Statements and Exhibits
(a) and (b) The Company hereby undertakes to file with the Commission an
amendment to this Form 8-K wherein the Company will provide the audited
financial statements of Home Finders Realty Ltd. and Most Referred Real Estate
Agents, Inc. and related pro forma financial statements within sixty (60) days
after the filing of this Form 8-K.
(c) Exhibits
2 Share Exchange Agreement and related agreements
4 Certificate of Designation setting forth rights and preferences
of Series A Preferred Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 12, 2000
NORTH AMERICAN RESORT & GOLF, INC.
By: /s/ William Coughlin
William Coughlin, President
THIS SHARE EXCHANGE AGREEMENT is made the 6th day of April, 2000.
AMONG:
HOME FINDERS REALTY LTD., a company duly incorporated pursuant to
------------------------
the laws of British Columbia and having its registered and records
office at 305 - 2692 Clearbrook Road, Clearbrook, B.C., V2T 2Y7.
(herein referred to as "HFR")
OF THE FIRST PART
AND:
MOST REFERRED REAL ESTATE AGENTS INC., a company duly incorporated
-------------------------------------
pursuant to the laws of British Columbia and having its registered
and records office at 305 - 2692 Clearbrook Road, Clearbrook, B.C.,
V2T 2Y7.
(herein referred to as "MRREA")
OF THE SECOND PART
AND:
WILLIAM COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
OF THE THIRD PART
AND:
CAROLE COUGHLIN, Businesswoman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
OF THE FOURTH PART
(William Coughlin and Carole Coughlin are herein together referred
to as the "Founders")
AND:
NORTH AMERICAN RESORT & GOLF, INC., a company duly incorporated
----------------------------------
pursuant to the laws of Nevada, and having an office at 676 - 757
West Hastings Street, Vancouver, B.C., V6C 1A1.
(herein referred to as "NRGF")
OF THE FIFTH PART
<PAGE>
WHEREAS:
A. The Founders are the owners of:
- ---------------------------------------------------------------------
HFR Class HFR Class "B" HFR Class MRREA
Name of "A" Voting Voting Common "D" Voting Common
Shareholder Common Shares Share Common Shares Shares
- ---------------------------------------------------------------------
William 100 10,000 4
Coughlin
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Carole Coughlin 100 10,000 2
- ---------------------------------------------------------------------
(the "Founders Shares");
B. The parties are desirous of exchanging the Founders Shares into shares in the
capital stock of NRGF, or shares that are convertible into shares in the capital
stock of NRGF; and
C. In order to effect the share exchange contemplated herein and to ensure an
efficient cross border corporate structure is achieved the parties have agreed
to create a new British Columbia subsidiary of NRGF, with certain classes of
preferred shares and to enter into Put and Call Agreements, all in accordance
with the terms and conditions herein contained.
NOW THEREFORE WITNESSETH that in consideration of the premises and
of the mutual covenants and agreements set forth herein, the parties hereto
covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.01 In this Agreement, including the recitals hereto, the following words and
phrases shall have the following meanings:
(a) "Affiliate" means a person who controls, is controlled by, or is
under common control with another person. The term "control"
(including the terms "controlled", "controlled by" and "under common
control with") means the possession, directly or indirectly, through
one or more intermediaries, whether through the ownership of voting
securities, by contract or otherwise, the power to direct or cause
the direction of another person;
(b) "Class "A" share(s)" means Class "A" Voting Common Shares with a par
value of $1.00 each in the capital of HFR;
(c) "Class "B" share(s)" means Class "B" Voting Common Shares with a par
value of $1.00 each in the capital of HFR;
<PAGE>
(d) "Class "D" share(s)" means Class "D" Voting Common Shares with a par
value of $0.01 each in the capital of HFR;
(e) "MRREA Common share(s) means Common Shares without par value in the
capital of MRREA;
(f) "Class "A" Preferred Shares" means a class of shares in the capital
stock of Holdco, to be created prior to Closing, which shares shall
have the following rights and restrictions:
(i) be entitled to dividends out of the assets of Holdco in an
amount equal to the dividends paid on a single common share of
NRGF; and
(ii) be redeemable at the holder's option for an amount equal to
the value of a single common share of NRGF (from time to time)
and would be entitled to a preference on liquidation in like
amount but would be entitled to no more in the event of a
liquidation;
(g) "Class "B" Preferred Shares" means a class of shares in the capital
stock of Holdco, to be created prior to Closing, which shares shall
have rights and restrictions exactly the same as those of the Class
"A" Preferred Shares except that each Class "B" Preferred Share will
participate pro rata (without preference or limit) with the common
shares of Holdco on a liquidation;
(h) "Closing" means the completion of the transactions contemplated by
this Agreement;
(i) "Completion Date" means April 21, 2000 or such other date as may be
agreed upon in writing by the parties;
(j) "Company Act" means the Company Act (British Columbia), as amended
from time to time;
(k) "NRGF Financial Statements" means the audited financial statements
of NRGF for the years ended July 31, 1999 and the unaudited
financial statements as of October 31, 1999 and January 31, 2000,
copies of which are attached hereto as Schedule "A";
(l) "NRGF Shares" means common shares of NRGF issuable to the Class "A",
Class "B" and Class "D" shareholders of HFR and the common share
shareholders of MRREA, at Closing or the Class "A" or "B" Preferred
Shares being Put to or Called by NRGF;
(m) "Exchange Act" means the Securities Exchange Act of 1934 of the
United States of America;
<PAGE>
(n) "Financial Statements" means the audited financial statements of HFR
prepared as at December 31, 1999 and unaudited financial statements
as at March 31, 2000 and the audited financial statements of MRREA
prepared as at December 31, 1999 and unaudited financial statements
as at March 31, 2000, copies of which are attached to this Agreement
as Schedule "B";
(o) "Holdco" means a British Columbia non-reporting company to be formed
by NRGF, prior to Closing, to facilitate the transactions
contemplated herein;
(p) "HFR Shares" means all shares in the capital of HFR that as of
Closing will be issued and outstanding;
(q) "MRREA Shares" means all shares in the capital of MRREA that as of
Closing will be issued and outstanding;
(r) "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, of the United States of America;
(s) "Market Maker" means a securities broker or dealer registered under
the Exchange Act and a member of the National Association of
Securities Dealers. Inc., that, directly or indirectly, submits
quotations to buy or sell, at a quoted price or otherwise, common
stock of NRGF for publication in the over-the-counter Electronic
Bulletin Board operated by the National Association of Securities
Dealers, Inc.;
(t) "Market Price" means the weighted average trading price of the
shares of NRGF on the NASD:OTC Electronic Bulletin Board over 30
trading days prior to the date of at which such price is to be
determined;
(u) "Permitted Encumbrances" means the security debts and debt
instruments listed on the attached Schedule "C";
(v) "Person" includes a firm, corporation or other entity;
(w) "Rule 144" means Rule 144 of the Securities Act; and
(x) "Securities Act" means the Securities Act of 1933 of the United
States of America.
Captions and Section Numbers
1.02 The headings and section references in this Agreement are for convenience
of reference only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision thereof.
<PAGE>
Extended Meanings
1.03 The words "hereof", "herein", "hereunder" and similar expressions used in
any clause, paragraph or section of this Agreement shall relate to the whole of
this Agreement and not to that clause, paragraph or section only, unless
otherwise expressly provided.
Number and Gender
1.04 Whenever the singular or masculine or neuter is used in this Agreement, the
same shall be construed to mean the plural or feminine or body corporate where
the context of this Agreement or the parties hereto so require.
Section References
1.05 Any reference to a particular "article", "section", "subsection" or other
subdivision is to the particular article, section or other subdivision of this
Agreement.
Governing Law
1.06 This Agreement and all matters arising hereunder shall be governed by,
construed and enforced in accordance with the laws of the Province of British
Columbia and all disputes arising under this Agreement shall be referred to the
Courts of the Province of British Columbia.
Currency
1.07 All sums of money referred to herein or to be paid or calculated pursuant
to this Agreement are in the lawful currency of the United States of America
unless otherwise expressly stated.
Schedules
1.08 The schedules attached hereto are hereby incorporated into this Agreement
and form a part hereof. All terms defined in this Agreement shall have the same
meaning in such schedules. The schedules to this Agreement are as follows:
(a) Schedule "A" - NRGF Financial Statements;
(b) Schedule "B" - Financial Statements of HFR and MRREA;
(c) Schedule "C" - Permitted Encumbrances;
(d) Schedule "D" - HFR and MRREA Assets Registered in Name Other than
HFR or MRREA;
(e) Schedule "E" - Security Provided by HFR;
<PAGE>
(f) Schedule "F" - List of Subscription Agreements issued after January
31, 2000;
(g) Schedule "G" - Form 10-SB filed by NRGF;
(h) Schedule "H" - No Review Letter from SEC;
(i) Schedule "I" - List of Shareholders of NRGF;
(j) Schedule "J" - Tax Returns of NRGF; and
(k) Schedule "K" - Certificate of Management of NRGF.
ARTICLE 2
SHARE EXCHANGE AND RESTRUCTURE OF HFR, MRREA AND NRGF
Share Exchange
2.01 The parties have agreed that in order to effect the share exchange between
the existing shareholders of HFR, MRREA and NRGF and to ensure an efficient
cross-border corporate structure is achieved the following matters shall be
completed as part of the overall transaction:
(a) NRGF shall, forthwith, incorporate Holdco, which company shall have
an authorized capital of 50,000,000 shares, consisting of:
(i) 10,000,000 common shares without par value;
(ii) 20,000,000 Class "A" Preferred Shares; and
(iii) 20,000,000 Class "B" Preferred Shares;
(b) NRGF shall take such steps as may be necessary to:
(i) forthwith create a class of Non-participating Voting shares
(the "NP Shares") with each such share having the same voting
rights as the NRGF common shares, and shall issue such number
of NP Shares as are necessary to facilitate the transactions
herein contemplated;
(ii) restructure its issued capital, without a commensurate
decrease in its authorized capital, such that the existing
shareholders of NRGF shall own no more than 4,989,367 common
shares; and
(iii) have 437,167 warrants and 700,000 options outstanding;
<PAGE>
(c) Those Founders who have the ability to transfer all or a part of
their Founders Shares and utilize the $500,000.00 (Cdn) lifetime
capital gains exemption under the Income Tax Act of Canada shall
exchange such portion of their Founders Shares for units (the
"Holdco A Units"), each unit consisting of a NP Share and a Class
"A" Preferred Share; and
(d) The Founders Shares not transferred under section 2.01(b) shall be
exchanged by the Founders for units (the "Holdco B Units"), each
Unit consisting of a NP Share and a Class "B" Preferred Share being
the difference from 4,500,000;
(e) At Closing, the Founders and NRGF shall enter into Put and Call Agreements.
The Put Agreement shall grant the Founders the right to put a Unit to NRGF
in exchange for one common share of NRGF, as such common shares are
constituted after the restructure of NRGF set out in (b) above. The Call
Agreement shall grant NRGF the right to call for a Holdco A or B Unit in
exchange for one common share of NRGF. The Call right will not be
exercisable unless and until the shareholder's redemption privilege in
respect of a particular redeemable preferred share has been exercised;
(f) The special rights and restrictions on the Class "A" and "B"
Preferred Shares will contain appropriate anti-dilution provisions.
ARTICLE 3
MANAGEMENT REMUNERATION
3.01 HG, MRREA and NRGF agree that after the Closing the parties shall review
the existing compensation of the management of HFR and MRREA and shall use their
best efforts to agree upon appropriate compensation for senior management
(including but not limited to William Coughlin and Carole Coughlin). In the
event the parties and senior management cannot agree on appropriate
compensation, the matter shall be referred to a mutually acceptable third party
and failing such agreement to arbitration under the provisions of the Commercial
Arbitration Act of British Columbia.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF THE FOUNDERS, HFR AND MRREA
Representations and Warranties
4.01 The Founders, HFR and MRREA jointly and severally represent and warrant to
NRGF, with the intent that NRGF will rely thereon in entering into this
Agreement and in concluding the transactions contemplated hereby, that, to the
best of their knowledge, information and belief:
<PAGE>
(a) HFR is duly incorporated and validly exists in good standing with
respect to the filing of annual returns under the Company Act of
British Columbia, has the necessary corporate power, authority and
capacity to own its property and assets and to carry on its business
as presently conducted and is duly licensed to carry on business in
all jurisdictions in which it presently carries on business;
(b) MRREA is duly incorporated and validly exists in good standing with
respect to the filing of annual returns under the Canada Business
Corporations Act, has the necessary corporate power, authority and
capacity to own its property and assets and to carry on its business
as presently conducted and is duly licensed to carry on business in
all jurisdictions in which it presently carries on business;
(c) HFR is not a "reporting company" under the Company Act or a "reporting
issuer" under the Securities Act (British Columbia);
(d) MRREA is not a "reporting company" under the Canada Business
Corporations Act or a "reporting issuer" under the Securities Act
(British Columbia);
(e) none of HFR and MRREA's properties or assets are in the possession
of or under the control of any other Person, other than as set out
in Schedule "D", which shall be transferred to HFR and/or MRREA as
appropriate;
(f) the Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis
consistent with HFR and MRREA's prior fiscal periods. The Financial
Statements present fairly the financial position of HFR and MRREA as
at the date thereof and fairly state HFR and MRREA's income and
deficit for the period covered thereby;
(g) except to the extent reflected or reserved against in the Financial
Statements or incurred subsequent to the date thereof in the
ordinary and usual course of the business of HFR and/or MRREA not
exceeding $25,000.00, in the aggregate, HFR and/or MRREA have
provided certain security in regard to the transaction contemplated
herein, specifically those matters set out in Schedule "E" attached
hereto;
(i) except for the transactions referred to or contemplated herein, or
in a Schedule hereto, since the date of the balance sheet included
in the Financial Statements there has not been:
(i) any changes in the condition or operations of the business,
assets or financial position of HFR and MRREA which are,
individually or in the aggregate, materially adverse; or
(ii) any damage, destruction or loss or other event, development or
condition, of any character (whether or not covered by
insurance) which is not generally known or which has not been
disclosed to NRGF, which has or may materially and adversely
<PAGE>
affect the business, assets, properties or future prospects of
HFR and MRREA;
(j) all material financial transactions of HFR and MRREA have been
accurately recorded in the books and records of HFR and MRREA and
such books and records fairly present the financial position and the
corporate affairs of HFR and MRREA;
(k) except for matters disclosed herein or in a Schedule hereto, since
the date of the Financial Statements, HFR and MRREA have not:
(i) transferred, assigned, sold or otherwise disposed of any of
the assets shown in the Financial Statements or cancelled any
debts or claims except in each case in the ordinary and usual
course of business;
(ii) incurred or assumed any obligation or liability (fixed or
contingent), except unsecured current obligations and
liabilities incurred in the ordinary and normal course of
business;
(iii) declared or made, or committed itself to make, any payment of
any dividend or other distribution in respect of any of its
shares or purchased or redeemed any of its shares or split,
consolidated or reclassified any of its shares;
(iv) suffered any operating loss or any material extraordinary loss
or entered into any material commitment or transaction not in
the ordinary and usual course of business;
(v) waived or surrendered any right of substantial value;
(vi) made any gift of money or of any property or assets to any
Person;
(vii) amended or changed or taken any action to amend or change its
memorandum or articles;
(viii)increased or agreed to increase the pay of, or paid or agreed
to pay any pension, bonus, share of profits or other similar
benefit of, any director, employee or officer or former
director, employee or officer of HFR and MRREA;
(ix) made payments of any kind to or on behalf of the Founders or
any affiliate or associate of the Founders or under any
management agreement with HFR and MRREA save and except
business related expenses and salaries in the ordinary course
of business and at the regular rates payable to them;
<PAGE>
(x) mortgaged, pledged, subjected to lien, granted a security
interest in or otherwise encumbered any of its assets or
property, whether tangible or intangible; or
(xi) authorized or agreed or otherwise have become committed to do
any of the foregoing;
(l) save and except as disclosed in writing to NRGF, the accounts receivable
shown in the Financial Statements or acquired subsequent to the date
thereof by HFR and MRREA have been recorded by HFR and MRREA in accordance
with its usual accounting practices. The reserve taken for doubtful or bad
accounts is adequate based on past experience of HFR and MRREA and is
consistent with the accounting procedures used by HFR and MRREA in previous
fiscal periods. There is nothing which would indicate that such reserve is
not adequate or that a higher reserve should be taken;
(m) HFR and MRREA does not own or possess any assets other than the assets
described in the Financial Statements;
(n) HFR and MRREA are not parties to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, judgement or
decree which would be violated or breached by, or under which
default would occur or which could be terminated, cancelled or
accelerated, in whole or in part, as a result of the execution and
delivery of this Agreement or the consummation of any of the
transactions provided for herein;
(o) there is not any suit, action, litigation, arbitration proceeding or
governmental proceeding, including appeals and applications for review, in
progress, pending or threatened against, or relating to HFR and MRREA or
affecting its assets, properties or business which might materially and
adversely affect the assets, properties, business, future prospects or
financial condition of HFR and MRREA; and there is not presently
outstanding against HFR and MRREA any judgement, decree, injunction, rule
or order of any court, governmental department, commission, agency,
instrumentality or arbitrator;
(p) HFR has kept the records required to be kept by the Company Act and
any other applicable corporate legislation and such records are
complete and accurate and contain all minutes of all meetings of
directors and members of HFR;
(q) MRREA has kept the records required to be kept by the Canada
Business Corporations Act and any other applicable corporate
legislation and such records are complete and accurate and contain
all minutes of all meetings of directors and members of MRREA;
(r) HFR and MRREA have filed, in a timely manner, all required federal
or provincial tax returns under applicable federal and provincial
<PAGE>
legislation, Workers' Compensation Board returns, and other reports
and information required to be filed with all applicable government
authorities, agencies or regulatory bodies;
(s) HFR and MRREA have not:
(i) disposed of anything to a Person with whom it was not dealing
at arm's length for proceeds less than the fair market value
thereof; or
(ii) discontinued carrying on any business in respect of which
non-capital losses were incurred, and any non-capital losses
which HFR and MRREA have are not losses from property or
business investment losses;
(t) the authorized capital of HFR consists of 403,000 shares divided into:
(i) 1,000 Class "A" Voting Common Shares with a par value of $1.00 each;
(ii) 1,000 Class "B" Voting Common Shares with a par value of $1.00 each;
(iii) 1,000 Class "C" Voting Common Shares with a par value of $100.00 each;
(iv) 100,000 Class "D" Voting common Shares with a par value of $0.01 each;
(v) 100,000 Class "E" Non-Voting Preference Shares with a par value of $0.01
each;
(vi) 100,000 Class "F" Non-Voting Preference Shares with a par value of $0.01
each; and
(vii)100,000 Class "G" Non-Voting Preference Shares with a par value of $0.01
each;
of which the following shares are issued and outstanding as fully paid and
non-assessable:
(i) 100 Class "A";
(ii) 100 Class "B"; and
(iii) 20,000 Class "D";
No Person has any agreement or option, present or future,
contingent, absolute or capable of becoming an agreement or option
or which with the passage of time or the occurrence of any event
could become an agreement or option:
<PAGE>
(i) to require HFR to issue any further or other shares in its
capital or any other security convertible or exchangeable into
shares in its capital or to convert or exchange any securities
into or for shares in the capital of HFR;
(ii) for the issue or allotment of any of the authorized but unissued shares in
the capital of HFR;
(iii)to require HFR to purchase, redeem or otherwise acquire any of the issued
and outstanding shares in the capital of HFR; or
(iv) to acquire HFR Shares;
(u) the authorized capital of MRREA consists of an unlimited number of
shares of one class of which six (6) shares are issued and
outstanding as fully paid and non-assessable. No Person has any
agreement or option, present or future, contingent, absolute or
capable of becoming an agreement or option or which with the passage
of time or the occurrence of any event could become an agreement or
option:
(i) to require MRREA to issue any further or other shares in its
capital or any other security convertible or exchangeable into
shares in its capital or to convert or exchange any securities
into or for shares in the capital of MRREA;
(ii) for the issue or allotment of any of the authorized but unissued shares in
the capital of MRREA;
(iii)to require MRREA to purchase, redeem or otherwise acquire any of the
issued and outstanding shares in the capital of MRREA; or
(iv) to acquire MRREA Shares;
(v) except as described in Schedule "C", the Founders are the registered
holders and beneficial owners of the Founders Shares, free and clear
of all liens, charges and encumbrances whatsoever;
(w) the HFR and MRREA Shares have been, or at Closing will be, duly and
validly allotted and issued and outstanding as a fully paid and
non-assessable shares in the capital of HFR and MRREA;
(x) the Founders have good and sufficient right and authority, or will
as of the Closing have such right and authority, to enter into this
Agreement on the terms and conditions herein contained and to
transfer the legal and beneficial title to the Founders Shares to
Holdco;
<PAGE>
(y) certain of the HFR and MRREA Shares were issued under certain
exemptions from the prospectus and registration requirements under
the Securities Act of British Columbia applicable to non-reporting
"private" issuers, or under Rule 506 promulgated under Regulation D
of the Securities Act and accordingly may be subject to trading
restrictions under applicable Securities legislation;
(z) this Agreement constitutes a valid, binding and enforceable obligation
of the Founders. On Closing, the Founders will not be a party to, bound by or
subject to any indenture, mortgage, lease, agreement, instrument, statute,
regulation, order, judgement, decree or law which would be violated, contravened
or breached by or under which any default would occur as a result of the
execution and delivery by the Founders of this Agreement or the performance by
the Founders of any of the terms hereof; and
(aa) except as disclosed herein or a schedule hereto or in the ordinary
course of business as presently carried on, at Closing HFR and MRREA will not be
indebted to the Founders or any employees of HFR and MRREA or any affiliate or
associate of the Founders, on any account whatsoever.
Survival
4.02 The representations and warranties contained in section 4.01 shall survive
the completion of the transactions contemplated by this Agreement and shall
continue in full force and effect for the benefit of NRGF thereafter,
notwithstanding any independent enquiry or investigation by NRGF, for a period
of two (2) years from the Closing.
Indemnity
4.03 The Founders covenant to indemnify and hold harmless NRGF from and against
any loss, claims, damages, liability, expenses and costs, including any payment
made in good faith in settlement of any claim or potential claim, arising from
any of the representations and warranties set forth in section 4.01 being
incorrect or breached.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF NRGF
5.01 NRGF represents and warrants to the Founders, HFR and MRREA, with the
intent that the Founders, HFR and MRREA will rely thereon in entering into this
Agreement and in concluding the transactions contemplated hereby, that, to the
best of their knowledge, information and belief:
(a) NRGF was duly incorporated in the state of Nevada on June 05, 1996.
NRGF is a valid and subsisting corporation in good standing under
the laws of Nevada, has the necessary corporate power, authority and
capacity to own its property and assets and to carry on its business
<PAGE>
as presently conducted and is duly licensed to carry on business in
all jurisdictions in which it presently carries on business;
(b) NRGF is a "reporting company" under the Securities Act, and its
shares have been approved for trading through an authorized "Market
Maker" in the NASD:OTC Electronic Bulletin Board;
(c) the NRGF Financial Statements have been prepared in accordance with
generally accepted accounting principles of the United States of
America (U.S. GAP) applied on a basis consistent with NRGF's prior
fiscal periods. The NRGF Financial Statements present fairly the
financial position of NRGF as at the date thereof and fairly state
NRGF's income and deficit for the period covered thereby. Attached
hereto as Schedule "F" is a list of Subscription Agreements issued
after the Financial Statements of NRGF were prepared;
(d) the authorized capital of NRGF consists of 50,000,00 shares of
common stock and 10,000,00 preferred shares, of which 4,989,367
common shares are issued and outstanding as fully paid and
non-assessable. There also exists 437,167 warrants and 700,000
options which may be exercised. No Person has any agreement or
option, present or future, contingent, absolute or capable of
becoming an agreement or option or which with the passage of time or
the occurrence of any event could become an agreement or option:
(i) to require NRGF to issue any further or other shares in its
capital or any other security convertible or exchangeable into
shares in its capital or to convert or exchange any securities
into or for shares in the capital of NRGF;
(ii) for the issue or allotment of any of the authorized but unissued shares in
the capital of NRGF;
(iii)to require NRGF to purchase, redeem or otherwise acquire any of the issued
and outstanding shares in the capital of NRGF; or
(iv) to acquire NRGF Shares;
(e) NRGF's shares have been duly and validly allotted and issued and are
outstanding as a fully paid and non-assessable shares in the capital
of NRGF;
(f) NRGF has good and sufficient right and authority to enter into this
Agreement on the terms and conditions herein contained;
(g) this Agreement constitutes a valid, binding and enforceable obligation
NRGF. On Closing, NRGF will be a party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, statute, regulation, order, judgement,
decree or law which would be violated, contravened or breached by or under which
<PAGE>
any default would occur as a result of the execution and delivery by NRGF of
this Agreement or the performance NRGF of any of the terms hereof;
(h) The current director and officer of NRGF is Christine Cerisse;
(i) NRGF filed a registration statement on Form 10-SB with the United
States Securities and Exchange Commission ("SEC") on January 24,
2000, a copy of which is attached hereto as Schedule "G". NRGF
received a "no review" letter from the SEC dated January 28, 2000, a
copy of which is attached hereto as Schedule "H";
(j) As of March 24, 2000, NRGF has filed all forms, reports, statements
and other documents required to be filed with:
(i) the SEC including:
(A) all Annual Reports on Form 10-K;
(B) all Quarterly Reports on Form 10-Q;
(C) all proxy, information or consent solicitation
statements relating to meetings of stockholders or
consents in lieu thereof (whether annual or special );
(D) all Current Reports on Form 8-K; and
(E) all other reports, schedules, registration statements or
other documents (collectively referred to as the "NRGF
SEC Reports"); and
(ii) any applicable state or provincial securities authorities and
all forms, reports, statements and other documents required to
be filed with any other applicable federal, state, or
provincial regulatory authorities, except where the failure to
file any such forms, reports, statements or other documents
would not have a Material Adverse Effect (all such forms,
reports, statements and other documents in clauses (i) and
(ii) of this Section 6.01 (aa) being referred to herein,
collectively, as the "NRGF Reports"). The NRGF Reports,
including all NRGF Reports filed after the date of this
Agreement and prior to the Closing Date (A) were or will be
prepared in accordance with the requirements of applicable law
(including, with respect to NRGF SEC Reports, the Exchange
Act, and the rules and regulations of the SEC thereunder
applicable to such NRGF SEC Reports) and (B) did not at the
time they were filed, or will not at the time they are filed,
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary in order to make the statements therein, in the
light of the circumstances under which they are made, not
misleading.
<PAGE>
(k) attached hereto as Schedule "I" is a certified list of the stockholders of
NRGF as of March 28, 2000;
(l) NRGF will use their reasonable best efforts to cause NRGF Transfer
Agent to deliver at Closing:
(i) confirmation that the Transfer agent retains in safekeeping
all certificates that have been or should be cancelled on the
registration of transfer thereof and that all of such
cancelled certificates have on their face in conspicuous
permanent ink or perforations the word "cancelled"; and
(ii) confirmation that all stock certificates issued to date and
all unissued blank certificates are sequentially numbered and
that all of such certificates are accounted for as either
cancelled and in the possession of the Transfer Agent,
outstanding, or unissued;
(m) NRGF acknowledges that the Founders, HFR and MRREA's purpose in entering
into this Agreement is to obtain an investment vehicle to enhance HFR and
MRREA's opportunities to raise equity capital to assist in the growth of
its operations and represent and warrant that they know of no reason, other
than requirements of federal, state, and provincial securities law, which
would inhibit or impair the ability of NRGF to raise equity capital by way
of additional stock sales or for a liquid market to develop in such common
stock by trading in the over the counter securities market, free from
illegal influence or manipulation. NRGF knows of no reason why immediately
after the transactions herein contemplated, NRGF would be restricted in its
choice of:
(i) one or more broker-dealers to market or underwrite its securities;
(ii) one or more attorneys to assist in NRGF's compliance with all securities
laws and other legal affairs;
(iii)one or more accountants or CPA's to audit, review or compile the financial
statements of NRGF;
(iv) who NRGF can appoint as its directors, officers, employees or agents; or
(v) what price to offer its securities for to the open market, or
to any existing shareholder, or to any person or which would
restrict the number, type or value of any securities to be
sold by NRGF after the closing as herein contemplated;
<PAGE>
(n) NRGF has filed all federal income tax returns required to be filed
and all such returns and forms have been completed accurately and
correctly in all respects. Attached hereto as Schedule "J" are
copies of the tax returns filed on behalf of NRGF for 1997, 1998 and
1999.
Survival
5.02 The representations and warranties contained in section 5.01 shall survive
the completion of the transactions contemplated by this Agreement and shall
continue in full force and effect for the benefit of HFR, MRREA and the Founders
thereafter, notwithstanding any independent enquiry or investigation by such
parties, for a period of two (2) years from the Closing.
Indemnity
5.03 NRGF covenants to indemnify and hold harmless HFR, MRREA and the Founders
from and against any loss, claims, damages, liability, expenses and costs,
including any payment made in good faith in settlement of any claim or potential
claim, arising from any of the representations and warranties set forth in
section 5.01 being incorrect or breached.
ARTICLE 6
NRGF DUE DILIGENCE
6.01 The Founders, HFR and MRREA requested that NRGF make certain
representations and warranties in regard to NRGF that current management of NRGF
were either unable or unwilling to make. Accordingly, the parties have agreed
that prior to Closing they will use their reasonable best efforts and conduct
such reasonable due diligence as may be necessary to confirm the following:
(a) that except as disclosed in the NRGF Financial Statements, NRGF does
not have any outstanding indebtedness or any liabilities or
obligations (whether accrued, contingent or otherwise) as of the
date of the balance sheet;
(b) that since the date of the balance sheet included in the NRGF
Financial Statements there has not been:
(i) any changes in the condition or operations of the business,
assets or financial position of NRGF which are, individually
or in the aggregate, materially adverse; or
(ii) any damage, destruction or loss or other event, development or
condition, of any character (whether or not covered by
insurance) which is not generally known or which has not been
disclosed to NRGF, which has or may materially and adversely
affect the business, assets, properties or future prospects of
NRGF;
<PAGE>
(c) that all material financial transactions of NRGF have been
accurately recorded in the books and records of NRGF and such books
and records fairly present the financial position and the corporate
affairs of NRGF;
(d) that since the date of the NRGF Financial Statements, NRGF has not:
(i) transferred, assigned, sold or otherwise disposed of any of
the assets shown in the NRGF Financial Statements or cancelled
any debts or claims except in each case in the ordinary and
usual course of business;
(ii) incurred or assumed any obligation or liability (fixed or
contingent), except unsecured current obligations and
liabilities incurred in the ordinary and normal course of
business exceeding $10,000.00 (US), in the aggregate;
(iii) declared or made, or committed itself to make, any payment of
any dividend or other distribution in respect of any of its
shares or purchased or redeemed any of its shares,
consolidated or reclassified any of its shares;
(iv) suffered any operating loss or any material extraordinary loss
or entered into any material commitment or transaction not in
the ordinary and usual course of business;
(v) waived or surrendered any right of substantial value;
(vi) made any gift of money or of any property or assets to any Person; and
(vii) other than the split in its issued capital and the change of
corporate name disclosed to the parties hereto, amended or
changed or taken any action to amend or change its Articles of
Incorporation or Bylaws.
(e) that NRGF does not own or possess any assets other than the assets
described in the NRGF Financial Statements;
(f) that NRGF is not party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, judgement or decree which
would be violated or breached by, or under which default would occur
or which could be terminated, cancelled or accelerated, in whole or
in part, as a result of the execution and delivery of this Agreement
or the consummation of any of the transactions provided for herein;
(g) that there is not any suit, action, litigation, arbitration proceeding
or governmental proceeding, including appeals and applications for review, in
progress, pending or threatened against, or relating to NRGF or affecting its
assets, properties or business which might materially and adversely affect the
<PAGE>
assets, properties, business, future prospects or financial condition of NRGF;
and there is not presently outstanding against NRGF any judgement, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator;
(h) that the books and records, financial and otherwise, of NRGF are in
all material respects complete and correct and have been made and
maintained in accordance with sound business and bookkeeping
practices and, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of NRGF. NRGF has
maintained a system of internal accounting controls sufficient to
provide reasonable assurances that:
(i) transactions have been and are executed in accordance with management's
general or specific authorization;
(ii) transactions are recorded as necessary to permit the
preparation of financial statements in conformity with
generally accepted accounting principals or any other criteria
applicable to such statements and to maintain accountability
for assets;
(iii)access to assets is permitted only in accordance with management's general
or specific authorization; and
(iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals, and appropriate
action is taken with respect to any differences.
(i) that NRGF holds all permits, licenses, consents and authorities
issued by any government or governmental authority, or any
municipal, regional or other authority, or any subdivision thereof,
including, without limitation, any governmental department,
commission, bureau, board or administrative agency, which are
necessary or desirable in connection with the conduct and operation
of NRGF's business and is not in breach of or in default under any
term or condition of any thereof;
(j) that NRGF:
(i) is filing all federal income tax returns and election forms
and the tax returns of any other jurisdiction required to be
filed and all such returns and forms have been completed
accurately and correctly in all respects;
(ii) has filed in a timely manner all other reports and information
required to be filed with all applicable government
authorities, agencies or regulatory bodies;
<PAGE>
(iii) has paid all taxes (including all federal, state, local and
property taxes, assessments or other imposts in respect of its
income, business, assets or property) and all interest and
penalties thereon with respect to NRGF, for all previous years
and all required instalment payments due for the current
fiscal year have been paid; and
(iv) has provided adequate reserves for all taxes for the periods covered by,
and such reserves are reflected in, the NRGF Financial Statements;
and there is no agreement, waiver or other arrangement providing for
an extension of time with respect to the filing of any tax return,
or payment of any tax, governmental charge or deficiency by NRGF nor
is there any action, suit, proceeding, investigation or claim now
threatened or pending against NRGF in respect of, or discussion
underway with any governmental authority relating to, any such tax
or governmental charge or deficiency;
(k) that NRGF has not:
(i) disposed of anything to a Person with whom it was not dealing
at arm's length for proceeds less than the fair market value
thereof; or
(ii) discontinued carrying on any business in respect of which
non-capital losses were incurred, and any non-capital losses
which NRGF has are not losses from property or business
investment losses;
(l) that the NRGF Financial Statements and schedules attached to the
corporate income tax returns as filed by NRGF for each of its
taxation years reflect and disclose all transactions to which NRGF
was party as required by the Internal Revenue Code or other
applicable revenue laws and all of the transactions to which NRGF
was or is a party are reflected or disclosed in such NRGF Financial
Statements and schedules and the corporate income tax returns;
(m) that the minute book of NRGF contains, and will contain at the
Closing Date, evidence of the due election and incumbency of the
board of directors and officers of NRGF executing this Agreement or
any document, certificate, or other instrument executed in order to
consummate the transactions herein contemplated together with an
accurate and complete record of the proceeds of all meeting of
directors, committees thereof, or stockholders and all written
consents in lieu thereof;
(n) that the information set forth in the any Schedule delivered by NRGF
is complete and accurate and does not contain any untrue statement
of material fact, or omit a material fact necessary in order to make
the statements contained therein, in light of the circumstances
under which such statements are or were made, not misleading; and
<PAGE>
(o) that neither NRGF nor, to the best of NRGF's knowledge, any other
person, has at any time during the past year or currently has any
agreement, plan, or arrangement to at any time in the future to
provide to any securities broker-dealer any incentive or inducement,
financial or otherwise, to publish quotations for the common stock
of NRGF at any specific or minimum prices or amounts or to execute
any specific transactions in such common stock, other than usual and
customary commissions and mark-ups.
6.02 NRGF agrees to deliver on Closing, the Certificate of Management
substantially in the form as attached as Schedule "K" in regard to certain of
the statements as set out herein.
6.03 If a party determines that any of the matters set out in Section 6.01
hereof are materially incorrect, such party shall immediately advise the other
parties hereto and all parties shall use their reasonable best efforts to remedy
such defect. If such defect cannot be resolved the parties shall either accept
such defect or utilize the right to terminate this Agreement set out in Article
7.02 and 7.07 hereof.
ARTICLE 7
CONDITIONS PRECEDENT TO COMPLETION
Conditions Precedent to Obligation of NRGF
7.01 The obligation of NRGF to carry out the terms and conditions of this
Agreement is subject to and conditional upon the fulfilment, on or before the
Completion Date, of the following conditions:
(a) the representations and warranties of the Founders, HFR and MRREA
set out in Article 5 shall be true and correct at and as of the
Completion Date as if such representations and warranties were made
at and as of the Completion Date;
(b) the Founders shall have performed and complied with all agreements,
covenants and conditions required by this Agreement to be performed
or complied with by the Founders on or before the Completion Date;
and
(c) the Founders shall have delivered or caused to be delivered to NRGF
or HFR and/or MRREA the documents and other items referred to in
Section 8.02.
7.02 The obligation of NRGF to carry out the terms and conditions of this
Agreement is subject to and conditional upon the fulfilment, on or before the
Completion Date of a due diligence review of HFR and MRREA satisfactory to NRGF.
7.03 The conditions described in section 7.01 and 7.02 are conditions only to
NRGF being required to complete the transactions contemplated by this Agreement
and are not conditions to the existence of a binding agreement. If the
conditions described in section 7.01 have not been satisfied or waived at or
prior to the Completion Date, NRGF may elect not to complete.
<PAGE>
7.04 All of the conditions precedent set out in section 7.01 and 7.02 are for
the sole and exclusive benefit of NRGF and may be waived, in whole or in part,
by notice in writing to the Founders. Subject to section 7.02, all such
conditions precedent shall merge in the closing documents on Closing.
Conditions Precedent to Obligation of the Founders
7.05 The obligation of the Founders, HFR and MRREA to carry out the terms and
conditions of this Agreement is subject to and conditional upon the fulfilment,
on or before the Completion Date of the following:
(a) the representations and warranties of NRGF set out in Articles 6
shall be true and correct at and as of the Completion Date as if
such representation and warranties were made at and as of the
Completion Date;
(b) NRGF having performed and complied with all agreements, covenants
and conditions required by this Agreement to be performed or
complied with by NRGF on or before the Completion Date;
(c) NRGF, as the case may be, shall have delivered or caused to be
delivered to HFR and MRREA or the Founders the documents and other
item referred to in Section 8.01;
(d) there shall not be any action taken or any statute, rule, regulation or
order enacted, entered, enforced or deemed applicable to the transaction
contemplated hereby by and governmental entity in connection with the grant
of a regulatory approval necessary, in the reasonable business judgement of
NRGF, to the continuing operation of the current or future business of the
combined enterprises, which imposes any condition or restriction upon NRGF
or its proposed future business or operations which, in the reasonable
business judgement of HFR and MRREA, would be materially burdensome in the
context of the transactions contemplated by this Agreement;
(e) NRGF shall not have received notice of or otherwise have knowledge
of any pending inquiry, matter under investigation, formal order of
investigation, or other possible enforcement action from the SEC or
any provincial or state securities or other regulatory authority
involving or possibly involving, whether or not actually threatened,
any violation of any law administered by such agency or authority by
either NRGF or any of its present or former affiliates or persons
acting in concert with any of them; and
<PAGE>
(f) At, or immediately after, Closing the issued capital of NRGF (on a
fully diluted basis), exclusive of shares to be issued hereunder,
shall not exceed 4,989,367 common shares.
7.06 The obligations of HFR, MRREA and the Founders to carry out the terms and
conditions of this Agreement is subject to and conditional upon the fulfilment,
on or before the Completion Date, of a due diligence review of NRGF satisfactory
to the Founders. The parties acknowledge that after Closing the current
directors of HFR and MRREA will become the directors of NRGF, that current
management of NRGF may not have actual knowledge of the matters represented by
it in Article 7 hereof, and accordingly, all parties agree to assist the
Founders in completing their due diligence hereunder.
7.07 The conditions described in section 7.05 and 7.06 are conditions only to
the Founders being required to complete the transactions contemplated by this
Agreement and are not conditions to the existence of a binding agreement. If
such conditions have not been satisfied or waived at or prior to the Completion
Date, the Founders may elect not to complete.
7.08 The conditions precedent set out in section 7.05 and 7.06 are for the sole
and exclusive benefit of the Founders and may be waived, in whole or in part, by
notice in writing to NRGF. Subject to section 5.02, all such conditions
precedent shall merge in the closing documents on Closing.
7.09 The Founders covenant and agree as follows:
(a) to vote in favour of all resolutions placed before shareholders of HFR and
MRREA which are contemplated hereunder; and
(b) to provide full access to the books, records and Property and other
property of HFR and MRREA and to co-operate and provide assistance to NRGF
in connection with all filings with and approvals required as a result of
the transactions contemplated hereunder.
7.10 NRGF covenant and agree to maintain confidentiality with respect to the
business and affairs of HFR and MRREA resulting from the review by NRGF of the
books and records of HFR and MRREA.
ARTICLE 8
PRE-CLOSING DELIVERIES
8.01 Within five (5) days after the date of this Agreement, NRGF shall deliver
to HFR and MRREA, at HFR and MRREA's offices originals or true and correct
copies of all:
(a) Written contracts relating to stockholders, directors, officers, employees,
and agents;
<PAGE>
(b) Written contracts relating to any agreement with a securities broker
or underwriter concerning holding, selling, marketing, or otherwise
buying or selling stock or other securities of NRGF;
(c) Written contracts with attorneys engaged by NRGF;
(d) Written contracts with accountants engaged by NRGF;
(e) Written contracts with any other professional or agent of NRGF not
specified in subparagraphs (a) through (d) above;
(f) The current stockholder list, showing each stockholder's name,
address, number of shares owned, and denomination and date of each
certificate, all as of a date within five (5) days of the date of
this Agreement;
(g) A transaction register from NRGF's Transfer Agent setting forth the
details of all issuance's of common stock certificates, indicating
in the case of each certificate the date of issuance, certificate
number, number of shares, registered owner, and whether such
certificate constitutes an original issuance or the transfer of
outstanding stock, indicating, in the case of transfers, the number
of the certificate from which such stock was transferred;
(h) All filings, notices, or other communications with the SEC and the
NASD, together with copies of all communications received by NRGF;
(i) All filings, notices, or other communication from either the SEC or
the NASD, with any state securities commission, state corporations
commission, or similar agency, together with copies of all
communication received by NRGF from any such authority;
(j) All filings with any non-United States securities commission,
non-United States corporations commission, Canadian province, or
similar authority; and
(k) The Certificate of Management substantially in the form as attached
as Schedule "K" in regard to certain of the statements as set out
herein.
8.02 Within five (5) days after the date of this Agreement, HFR and MRREA shall
deliver to NRGF, at NRGF's office originals or true and correct copies of all:
(a) Written contracts relating to stockholders, directors, officers, employees,
and agents;
(b) Written contracts relating to any agreement with a securities broker
or underwriter concerning holding, selling, marketing, or otherwise
buying or selling stock or other securities of HFR and MRREA;
<PAGE>
(c) Written contracts with attorneys engaged by HFR and MRREA;
(d) Written contracts with accountants engaged by HFR and MRREA;
(e) Written contracts with any other professional or agent of HFR and MRREA not
specified in subparagraphs (a) through (d) above;
(f) The current stockholder list, showing each stockholder's name,
address, number of shares owned, and denomination and date of each
certificate, all as of a date within five (5) days of the date of
this Agreement;
(g) A transaction register from HFR and MRREA's Transfer Agent setting
forth the details of all issuance's of common stock certificates,
indicating in the case of each certificate the date of issuance,
certificate number, number of shares, registered owner, and whether
such certificate constitutes an original issuance or the transfer of
outstanding stock, indicating, in the case of transfers, the number
of the certificate from which such stock was transferred;
(h) All filings, notices, or other communications with all government
and regulatory bodies, together with copies of all communications
received by HFR and MRREA;
(i) All filings, notices, or other communication from all government and
regulatory bodies, with any provincial securities commission,
provincial corporations commission, or similar agency, together with
copies of all communication received by HFR and MRREA from any such
authority; and
(j) All filings with any non-United States securities commission,
non-United States corporations commission, Canadian province, or
similar authority.
ARTICLE 9
CLOSING
Time and Place of Closing
9.01 The purchase and sale of HFR and MRREA Shares and the other transactions
contemplated by this Agreement shall be completed at 10:00 a.m. (local time in
Vancouver, British Columbia) on the Completion Date at the offices of Holmes
Greenslade, 1440-1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1
or at such other time and place as may be agreed to by the parties.
Closing Documents
9.02 At the Closing, the Founders shall deliver to NRGF the following:
<PAGE>
(a) share certificates representing the HFR and MRREA Shares duly
endorsed for transfer to Holdco in exchange for the Holdco A or B
Units;
(b) a resolution of the Board of HFR and MRREA authorizing the transfer
of the issued and outstanding shares of HFR and MRREA acquired
hereunder from the current shareholders to Holdco;
(c) an opinion of legal counsel to HFR to the validity of the issuance of the
HFR Shares;
(d) an opinion of legal counsel to MRREA to the validity of the issuance of the
MRREA Shares; and
(i) such other documents and instruments that may be necessary to
complete the transactions contemplated hereunder.
9.03 At the Closing, NRGF shall deliver, or cause to be delivered, the
following:
(a) an opinion of legal counsel of NRGF in a form as agreed with NRGF;
(b) Holdco A Units and Holdco B Units to the Founders;
(c) a resolution duly appointing the following to fill the vacancies on
the board of NRGF resulting therefrom so as to reconstitute the
board of NRGF without holding a stockholder meeting:
William Coughlin
Robert Dent
James Sanford
(d) such other documents and instruments that may be necessary to
complete the transactions contemplated hereunder.
9.04 At the Closing, HFR and MRREA shall deliver, or cause to be delivered, the
following:
(a) Class "A", Class "B" and Class "D" shares in the capital stock of
HFR in the amounts registered in the name of the Founders for the
shares exchanged for Holdco; and
(b) common shares registered in the capital stock of MRREA registered in
the name of the Founders for the shares exchanged for Holdco.
<PAGE>
ARTICLE 10
POST CLOSING MATTERS
10.01 After the Closing, the parties hereto shall co-operate and assist each
other in making any necessary securities or tax filings or elections that are
required, or recommended to be made by a party, including:
(a) a notice on Form D to be filed by NRGF with the SEC relating to the
issuance of the NRGF Shares and other securities as contemplated by
this Agreement; and
(b) the information respecting the appointment of new NRGF directors
otherwise than at a meeting of stockholders required by Rule 14f-1
promulgated under the Exchange Act to be filed with the SEC and
provided to security holders at least 10 days prior to the date such
directors take office.
ARTICLE 11
GENERAL PROVISIONS
Force Majeure
11.01 The obligations of the parties hereto shall be excused during such time
as, and to the extent that, performance is prevented by an occurrence or act
beyond their respective control and not due to their fault or negligence,
including, without limitation, action of the elements, riots, fire, war, acts of
God, and any ruling, ordinance, law or regulation of any local, state or federal
governmental body having jurisdiction over either party.
Notices
11.02 All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand,
faxed or mailed postage prepaid addressed as follows:
To HFR: Home Finders Realty Ltd.
33163 - 2nd Avenue
Mission, B.C.
V2V 6T8
Facsimile: 1-888-454-8894
To MRREA: Most Referred Real Estate Agents Inc.
33163 - 2nd Avenue
Mission, B.C.
V2V 6T8
Facsimile: 1-888-454-8894
<PAGE>
To the Founders: William Coughlin and Carole Coughlin
11202 Stave Lake Road
Mission, B.C.
V2V 4J1
Facsimile: 1-888-454-8894
To NRGF: North American Resort & Golf, Inc.
676 - 757 West Hastings Street
Vancouver, B.C.
V6C 1A1
Facsimile: (604) 681-7846
or to such other address as may be given in writing by the parties and shall be
deemed to have been received, if delivered by hand, on the date of delivery, if
faxed to the facsimile numbers set out above, on the business day next following
the date of transmission and if mailed as aforesaid to the addresses set out
above then on the fifth business day following the posting thereof provided that
if there shall be between the time of mailing and the actual receipt of the
notice a mail strike, slowdown or other labour dispute which might affect the
delivery of the notice by the mails, then the notice shall only be effective if
actually delivered or faxed to the facsimile numbers set out above.
Non-Merger
11.03 Notwithstanding the completion of the transactions contemplated by this
Agreement, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation, warranty, covenant or
agreement) or any investigation made by NRGF or the Founders, the
representations, warranties, covenants and agreements of the parties set forth
herein shall survive the Completion Date and will remain in full force and
effect and shall not be extinguished or merged in any way by the delivery or
recording of any deed or any other instrument relating to the completion of the
transactions contemplated by this Agreement.
Time of Essence
11.04 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
Binding Effect
11.05 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
<PAGE>
Entire Agreement
11.06 This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous
expectations, understandings, communications, representations and agreements
whether verbal or written between the parties with respect to the subject matter
hereof.
Further Assurances
11.07 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further and other things
as may be necessary or desirable to implement and carry out the intent of this
Agreement.
Amendments
11.08 No amendment to this Agreement shall be valid unless it is evidenced by a
written agreement executed by all of the parties hereto.
Counterparts
11.09 This Agreement may be executed in counterpart and/or by facsimile.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
on the day and year first above written.
<PAGE>
THE CORPORATE SEAL OF )
HOME FINDERS REALTY LTD. )
- -------------------------------------
was affixed hereto in the )
- -------------------------------------
presence of: )
- -------------------------------------
)
) c/s
- -------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
THE CORPORATE SEAL OF )
MOST REFERRED REAL ESTATE AGENTS )
- -------------------------------------
INC. was affixed hereto in the )
- -------------------------------------
presence of: )
- -------------------------------------
)
) c/s
- -------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
<PAGE>
SIGNED, SEALED AND DELIVERED )
by WILLIAM COUGHLIN )
in the presence of: )
)
)
) ---------------------------------
Signature of Witness ) WILLIAM COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
SIGNED, SEALED AND DELIVERED )
by CAROLE COUGHLIN )
in the presence of: )
)
)
) ---------------------------------
Signature of Witness ) CAROLE COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
THE CORPORATE SEAL OF )
NORTH AMERICAN RESORT & )
GOLF, INC. was affixed hereto )
in the presence of: )
- -------------------------------------
)
) c/s
- -------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
<PAGE>
THIS AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
WILLIAM COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(the "Vendor")
OF THE FIRST PART
AND:
604587 BRITISH COLUMBIA LTD., a company duly incorporated pursuant
----------------------------
to the laws of the British Columbia and having its registered and
records office at 1440 - 1066 West Hastings Street, Vancouver,
B.C., V6E 3X1.
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the legal and beneficial owner of 100 Class "A" and 10,000
Class "D" shares in the capital of Home Finders Realty Ltd. ("HFR") and 4
Common shares in the capital stock of Most Referred Real Estate Agents Inc.
("MRREA") (collectively the "Property");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Property from the Vendor on the terms and conditions set forth in this
Agreement; and
C. The Vendor and the Purchaser have agreed that the purchase price of the
Property shall be the fair market value thereof; and
D. The Vendor and the Purchaser have agreed to make an election pursuant to
section 85 of the Income Tax Act of Canada with respect to the purchase and sale
of the Property.
THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Effective April 26, 2000, the Vendor sells and the Purchaser purchases the
Property at and for a price equal to the fair market value of the Property at
the date of this Agreement, the best estimate of which is $2,250,000.00 (US)
(the "Estimated Value"). This Estimated Value is allocated as to:
1283 Class "D" Shares in HFR ) 285,817 Class "A" Preference Shares
100 Class "S" Shares in HFR )
8,717 Class "D" Shares in HFR ) 1,964,183 Class "B" Preference Shares
4 Common Shares in MRREA )
<PAGE>
2. In consideration of the transfer of the Property to it by the Vendor, the
Purchaser will issue to the Vendor 285,817 Class "A" Preferred Shares and
1,964,183 Class "B" Preferred Shares with an aggregate redemption value equal to
the Estimated Value.
3. The Vendor represents and warrants that he is the beneficial owner of the
Property and that the Property is free and clear of all encumbrances of every
nature and kind whatsoever and is freely saleable and transferable to the
Purchaser.
4. The Vendor and the Purchaser covenant and agree that:
(a) the purchase price of the Property will be the fair market value of the
Property at the date of this Agreement; and
(b) the purchase price as provided in Paragraph 1 is the best estimate of the
fair market value of the Property presently available.
5. If:
(a) the Minister of National Revenue or any other competent authority at
any time questions or proposes to issue or issues any assessment or
assessments that would impose or imposes any liability for tax of
any nature or kind on any of the parties or on any other person on
the basis that the fair market value of the Property at the date of
this Agreement is greater or lesser than the Estimated Value; and
(b) the Vendor and the Purchaser agree or a competent tribunal finally
adjudges that the fair market value of the Property is a greater or lesser
amount (the "Adjusted Value") than the Estimated Value,
then:
(c) the redemption amount in respect of the Class "A" and Class "B"
shares in the capital of the Purchaser, as that term is defined by
reference to the Memorandum and Articles of the Purchaser, will be
determined by reference to the Adjusted Value to the exclusion of
the Estimated Value; and
(d) the Vendor and the Purchaser will do all such things and perform all
such acts as may be necessary to revise the redemption amount accordingly.
6. If any of the Class "A" and Class "B" shares in the capital of the Purchaser
are sold or otherwise disposed of by the Vendor prior to the adjustment referred
to in Paragraph 5 having been made, then the Vendor will:
(a) cause the transferee of such shares to agree in writing to be bound by the
terms and conditions of Paragraph 5; and
(b) cause the transferee to agree with the Vendor to adjust the price
paid by the transferee for such shares if the redemption amount in
respect of such shares is adjusted pursuant to Paragraph 5.
7. The Vendor and the Purchaser will elect in the prescribed manner and within
the prescribed time, pursuant to the provisions of subsection 85 of the Income
Tax Act, S.C. 1970-71, c.63, as amended, (the "Act"), to effect the transfer of
<PAGE>
the Property at agreed amounts equal to the best estimates of the cost amounts
(as defined in subsection 248(1) of the Act) of the Property.
8. The Vendor and the Purchaser will do all such further acts and things as may
be necessary to give effect to the terms and conditions of this Agreement.
9. This Agreement will enure to the benefit of and be binding upon the Vendor
and the Purchaser and their respective heirs, successors and assigns.
IN WITNESS WHEREOF the parties have entered into this Agreement as of the date
and year first above written.
SIGNED, SEALED AND DELIVERED )
by WILLIAM COUGHLIN )
in the presence of: )
)
)
) -------------------------------
Signature of Witness ) WILLIAM COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
THE CORPORATE SEAL OF )
604587 BRITISH COLUMBIA LTD. )
- -------------------------------------
was affixed hereto in the
presence of: )
- -------------------------------------
)
) c/s
- -------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
<PAGE>
THIS AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
CAROLE COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(the "Vendor")
OF THE FIRST PART
AND:
604587 BRITISH COLUMBIA LTD., a company duly incorporated pursuant
----------------------------
to the laws of the British Columbia and having its registered and
records office at 1440 - 1066 West Hastings Street, Vancouver,
B.C., V6E 3X1.
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the legal and beneficial owner of 100 Class "A" and 10,000
Class "D" shares in the capital of Home Finders Realty Ltd. ("HFR") and 2 Common
shares in the capital stock of Most Referred Real Estate Agents Inc. ("MRREA")
(collectively the "Property");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Property from the Vendor on the terms and conditions set forth in this
Agreement; and
C. The Vendor and the Purchaser have agreed that the purchase price of the
Property shall be the fair market value thereof; and
D. The Vendor and the Purchaser have agreed to make an election pursuant to
section 85 of the Income Tax Act of Canada with respect to the purchase and sale
of the Property.
THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Effective April 26, 2000, the Vendor sells and the Purchaser purchases the
Property at and for a price equal to the fair market value of the Property at
the date of this Agreement, the best estimate of which is $2,250,000.00 (US)
(the "Estimated Value"). This Estimated Value is allocated as to:
1,538 Class "D" Shares in HFR ) 342,624 Class "A" Preference Shares
100 Class "S" Shares in HFR )
8,462 Class "D" Shares in HFR ) 1,907,376 Class "B" Preference Shares
2 Common Shares in MRREA )
<PAGE>
2. In consideration of the transfer of the Property to it by the Vendor, the
Purchaser will issue to the Vendor 342,624 Class "A" Preferred Shares and
1,907,376 Class "B" Preferred Shares with an aggregate redemption value equal to
the Estimated Value.
3. The Vendor represents and warrants that he is the beneficial owner of the
Property and that the Property is free and clear of all encumbrances of every
nature and kind whatsoever and is freely saleable and transferable to the
Purchaser.
4. The Vendor and the Purchaser covenant and agree that:
(a) the purchase price of the Property will be the fair market value of the
Property at the date of this Agreement; and
(b) the purchase price as provided in Paragraph 1 is the best estimate
of the fair market value of the Property presently available.
5. If:
(a) the Minister of National Revenue or any other competent authority at
any time questions or proposes to issue or issues any assessment or
assessments that would impose or imposes any liability for tax of
any nature or kind on any of the parties or on any other person on
the basis that the fair market value of the Property at the date of
this Agreement is greater or lesser than the Estimated Value; and
(b) the Vendor and the Purchaser agree or a competent tribunal finally
adjudges that the fair market value of the Property is a greater or lesser
amount (the "Adjusted Value") than the Estimated Value,
then:
(c) the redemption amount in respect of the Class "A" and Class "B"
shares in the capital of the Purchaser, as that term is defined by
reference to the Memorandum and Articles of the Purchaser, will be
determined by reference to the Adjusted Value to the exclusion of
the Estimated Value; and
(d) the Vendor and the Purchaser will do all such things and perform all
such acts as may be necessary to revise the redemption amount accordingly.
6. If any of the Class "A" and Class "B" shares in the capital of the Purchaser
are sold or otherwise disposed of by the Vendor prior to the adjustment referred
to in Paragraph 5 having been made, then the Vendor will:
(a) cause the transferee of such shares to agree in writing to be bound by
the terms and conditions of Paragraph 5; and
(b) cause the transferee to agree with the Vendor to adjust the price
paid by the transferee for such shares if the redemption amount in
respect of such shares is adjusted pursuant to Paragraph 5.
7. The Vendor and the Purchaser will elect in the prescribed manner and within
the prescribed time, pursuant to the provisions of subsection 85 of the Income
Tax Act, S.C. 1970-71,c.63, as amended, (the "Act"), to effect the transfer of
<PAGE>
the Property at agreed amounts equal to the best estimates of the cost amounts
(as defined in subsection 248(1) of the Act) of the Property.
8. The Vendor and the Purchaser will do all such further acts and things as may
be necessary to give effect to the terms and conditions of this Agreement.
9. This Agreement will enure to the benefit of and be binding upon the Vendor
and the Purchaser and their respective heirs, successors and assigns.
IN WITNESS WHEREOF the parties have entered into this Agreement as of the date
and year first above written.
SIGNED, SEALED AND DELIVERED )
by CAROLE COUGHLIN )
in the presence of: )
)
)
) -----------------------------------
Signature of Witness ) CAROLE COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
THE CORPORATE SEAL OF )
604587 BRITISH COLUMBIA LTD. )
- -------------------------------------
was affixed hereto in the presence
of: )
- -------------------------------------
)
) c/s
- -------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
<PAGE>
THIS PUT AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
NORTH AMERICAN RESORT & GOLF, INC., a company duly incorporated
----------------------------------
pursuant to the laws of Nevada, and having an office at 676 - 757
West Hastings Street, Vancouver, B.C., V6C 1A1.
(hereinafter referred to as "NRGF")
OF THE FIRST PART
AND:
WILLIAM COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(hereinafter referred to as "William")
OF THE SECOND PART
WHEREAS:
A. William is the legal and beneficial owner of 285,817 Holdco "A" Units and
1,964,183 Holdco "B" Units. Each Holdco "A" Unit consists of one
Non-participating Voting Share in the capital stock of NRGF (an "NP share") and
one Class "A" Preferred Share in the capital stock of 604587 British Columbia
Ltd., a body corporate duly incorporated under the laws of the Province of
British Columbia, and having a registered office at Suite 1440 - 1066 West
Hastings Street, Vancouver, British Columbia, V6E 3X1 (herein referred to as
"Holdco"). Each Holdco B Unit consists of one NP share and one Class "B"
Preference Share in the capital of Holdco.
B. NRGF has agreed to grant to William a put in respect of the Holdco "A" and
Holdco "B" Units, pursuant to which William can require NRGF to exchange each
Holdco "A" or "B" Unit for common shares of NRGF;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and promises hereinafter appearing (the sufficiency of
which is hereby acknowledged) the Parties agree with each other as follows:
1. PUT PROVISIONS
1.01 NRGF hereby gives and grants to William, upon the terms and subject to the
conditions hereinafter set out, the right to require NRGF to exchange, from time
<PAGE>
to time, the Holdco "A" and Holdco "B" Units held by William for Voting Common
Shares of NRGF on the basis of one Common Share of NRGF for each Holdco "A" or
"B" Unit exchanged.
1.02 William shall have the right to cause NRGF to exchange the Holdco "A" or
"B" Units for Common Shares in such amounts, at such times and from time to
time, in William's sole discretion.
1.03 In order to exercise the put right granted hereunder from time to time,
William shall deliver the certificates representing the Holdco "A" or "B" Units,
with each such certificates endorsed in blank for transfer, with signature
guaranteed (if required by the Transfer Agent for NRGF), to NRGF who shall cause
to be issued thereafter the appropriate number of common shares registered in
the name of William.
1.04 Each exercise by William of the rights granted to it pursuant to the
Agreement shall be deemed a separate and complete transaction.
2. CONSOLIDATION OR SUBDIVISION
2.01 In the event of any subdivision or change of NRGF's Common Shares at any
time while this Agreement is in effect to a greater number of shares, NRGF shall
deliver at the time of any acquisition by William thereafter, such additional
number of shares as would have resulted from such subdivision or change if such
exercise of the rights, granted hereby had been exercised prior to the date of
such subdivision or change.
2.02 In the event of any consolidation or change of NRGF's Shares at any time
during the term of this Agreement, the number of shares deliverable by NRGF on
any exercise thereafter of the rights granted hereby shall be reduced to such
number of shares as would have resulted from such consolidation or change if
such exercise of the rights granted pursuant to this Agreement had been
completed prior to the date of such consolidation or change.
2.03 William hereby represents and warrants:
(a) that Holdco "A" and "B" Units are fully paid and non-assessable shares;
(b) that he has full right and authority to enter into this transaction
without the approval of any party; and
(c) he is or will be, at the relevant time in question, the legal and
beneficial owner of the Holdco "A" and "B" Units, as the case may
be, free and clear of all liens, charges and encumbrances.
3 GENERAL PROVISION
3.01 Time
Time shall be of the essence of this Agreement.
<PAGE>
3.02 Execution and Delivery
The Parties hereto will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably required to
carry out the full intent and meaning of this Agreement.
3.03 Whole Agreement
This Agreement contains the whole agreement between the Parties hereto and
there are no warranties, representations, terms, conditions or collateral
agreements, express, implied or statutory, other than expressly set forth in
this Agreement.
3.04 Enurement
This Agreement shall enure to the benefit of and be binding upon NRGF and
his respective heirs, executors, administrators, successors and assigns and upon
William and its successors and assigns.
3.05 Notice
All notices, demands and payments required or permitted to be given
hereunder shall be in writing and may be delivered personally, sent by telegram
or telex or may be forwarded by first class prepaid registered mail to the
address set forth below. Any notice delivered or sent by telegraph or telex
shall be deemed to have been given and received at the time of delivery, any
notice mailed as aforesaid, shall be deemed to have been given and received on
the expiration of SEVEN (7) BUSINESS DAYS after it is posted, addressed as
follows:
TO NRGF: 676 - 757 West Hastings Street
Vancouver, B.C., V6C 1A1
TO WILLIAM: 11202 Stave Lake Road
Mission, B.C., V2V 4J1
or to such other address or addresses as may from time to time be notified in
writing by the Parties hereto provided that if there shall be at the time of
mailing or between the time of mailing and the actual receipt of the notice a
labour dispute, slow down or other disruption which might effect the normal
delivery of such notice by the mails, then such notice shall only be effective
if actually received.
3.06 Closing Date
The execution of this Agreement will take place at the offices of Holmes
Greenslade, Barristers & Solicitors, Suite 1440 - 1066 West Hastings Street,
<PAGE>
Vancouver, British Columbia, V6E 3X1, on the 26th day of April, 2000
(hereinafter referred to as the "Closing Date") or at such other place, date,
and time as the Parties hereto may mutually agree upon.
3.07 Counterpart
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together form one original agreement, and such parts if
more than one shall be read together and construed as if all the signing parties
hereby had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereunto affixed their respective hands and seals
as of the day and year first written above.
THE CORPORATE SEAL OF )
NORTH AMERICAN RESORT )
- -------------------------------
& GOLF, INC. )
- -------------------------------
was affixed hereto in the
presence of: )
- -------------------------------
)
) c/s
- -------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by WILLIAM COUGHLIN )
in the presence of: )
)
)
) --------------------------------------
Signature of Witness ) WILLIAM COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
<PAGE>
THIS PUT AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
NORTH AMERICAN RESORT & GOLF, INC., a company duly incorporated
----------------------------------
pursuant to the laws of Nevada, and having an office at 676 - 757
West Hastings Street, Vancouver, B.C., V6C 1A1.
(hereinafter referred to as "NRGF")
OF THE FIRST PART
AND:
CAROLE COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(hereinafter referred to as "Carole")
OF THE SECOND PART
WHEREAS:
A. Carole is the legal and beneficial owner of 342,624 Holdco "A" Units and
1,907,376 Holdco "B" Units. Each Holdco "A" Unit consists of one
Non-participating Voting Share in the capital stock of NRGF (an "NP share") and
one Class "A" Preferred Share in the capital stock of 604587 British Columbia
Ltd., a body corporate duly incorporated under the laws of the Province of
British Columbia, and having a registered office at Suite 1440 - 1066 West
Hastings Street, Vancouver, British Columbia, V6E 3X1 (herein referred to as
"Holdco"). Each Holdco B Unit consists of one NP share and one Class "B"
Preference Share in the capital of Holdco.
B. NRGF has agreed to grant to Carole a put in respect of the Holdco "A" and
Holdco "B" Units, pursuant to which Carole can require NRGF to exchange
each Holdco "A" or "B" Unit for common shares of NRGF;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and promises hereinafter appearing (the sufficiency of
which is hereby acknowledged) the Parties agree with each other as follows:
3. PUT PROVISIONS
1.01 NRGF hereby gives and grants to Carole, upon the terms and subject to the
conditions hereinafter set out, the right to require NRGF to exchange, from tim
<PAGE>
to time, the Holdco "A" and Holdco "B" Units held by Carole for Voting Common
Shares of NRGF on the basis of one Common Share of NRGF for each Holdco "A" or
"B" Unit exchanged.
1.02 Carole shall have the right to cause NRGF to exchange the Holdco "A" or "B"
Units for Common Shares in such amounts, at such times and from time to time, in
Carole's sole discretion.
1.03 In order to exercise the put right granted hereunder from time to time,
Carole shall deliver the certificates representing the Holdco "A" or "B" Units,
with each such certificates endorsed in blank for transfer, with signature
guaranteed (if required by the Transfer Agent for NRGF), to NRGF who shall cause
to be issued thereafter the appropriate number of common shares registered in
the name of Carole.
1.04 Each exercise by Carole of the rights granted to it pursuant to the
Agreement shall be deemed a separate and complete transaction.
2. CONSOLIDATION OR SUBDIVISION
2.01 In the event of any subdivision or change of NRGF's Common Shares at any
time while this Agreement is in effect to a greater number of shares, NRGF shall
deliver at the time of any acquisition by Carole thereafter, such additional
number of shares as would have resulted from such subdivision or change if such
exercise of the rights, granted hereby had been exercised prior to the date of
such subdivision or change.
2.02 In the event of any consolidation or change of NRGF's Shares at any time
during the term of this Agreement, the number of shares deliverable by NRGF on
any exercise thereafter of the rights granted hereby shall be reduced to such
number of shares as would have resulted from such consolidation or change if
such exercise of the rights granted pursuant to this Agreement had been
completed prior to the date of such consolidation or change.
2.03 Carole hereby represents and warrants:
(d) that Holdco "A" and "B" Units are fully paid and non-assessable shares;
(e) that he has full right and authority to enter into this transaction without
the approval of any party; and
(f) he is or will be, at the relevant time in question, the legal and
beneficial owner of the Holdco "A" and "B" Units, as the case may
be, free and clear of all liens, charges and encumbrances.
3 GENERAL PROVISION
3.01 Time
Time shall be of the essence of this Agreement.
<PAGE>
3.02 Execution and Delivery
The Parties hereto will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably required to
carry out the full intent and meaning of this Agreement.
3.3 Whole Agreement
This Agreement contains the whole agreement between the Parties hereto and
there are no warranties, representations, terms, conditions or collateral
agreements, express, implied or statutory, other than expressly set forth in
this Agreement.
3.4 Enurement
This Agreement shall enure to the benefit of and be binding upon NRGF and
his respective heirs, executors, administrators, successors and assigns and upon
Carole and its successors and assigns.
3.5 Notice
All notices, demands and payments required or permitted to be given
hereunder shall be in writing and may be delivered personally, sent by telegram
or telex or may be forwarded by first class prepaid registered mail to the
address set forth below. Any notice delivered or sent by telegraph or telex
shall be deemed to have been given and received at the time of delivery, any
notice mailed as aforesaid, shall be deemed to have been given and received on
the expiration of SEVEN (7) BUSINESS DAYS after it is posted, addressed as
follows:
TO NRGF: 676 - 757 West Hastings Street
Vancouver, B.C., V6C 1A1
TO CAROLE: 11202 Stave Lake Road
Mission, B.C., V2V 4J1
or to such other address or addresses as may from time to time be notified in
writing by the Parties hereto provided that if there shall be at the time of
mailing or between the time of mailing and the actual receipt of the notice a
labour dispute, slow down or other disruption which might effect the normal
delivery of such notice by the mails, then such notice shall only be effective
if actually received.
3.06 Closing Date
The execution of this Agreement will take place at the offices of Holmes
Greenslade, Barristers & Solicitors, Suite 1440 - 1066 West Hastings Street,
<PAGE>
Vancouver, British Columbia, V6E 3X1, on the 26th day of April, 2000
(hereinafter referred to as the "Closing Date") or at such other place, date,
and time as the Parties hereto may mutually agree upon.
3.07 Counterpart
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together form one original agreement, and such parts if
more than one shall be read together and construed as if all the signing parties
hereby had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereunto affixed their respective hands and seals
as of the day and year first written above.
THE CORPORATE SEAL OF )
NORTH AMERICAN RESORT )
- -------------------------------
& GOLF, INC. )
- -------------------------------
was affixed hereto in the
presence of: )
- -------------------------------
)
) c/s
- -------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by CAROLE COUGHLIN )
in the presence of: )
)
)
) ----------------------------------------
Signature of Witness ) CAROLE COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
<PAGE>
THIS CALL AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
NORTH AMERICAN RESORT & GOLF, INC., a company duly incorporated
----------------------------------
pursuant to the laws of Nevada, and having an office at 676 - 757
West Hastings Street, Vancouver, B.C., V6C 1A1.
(hereinafter referred to as "NRGF")
OF THE FIRST PART
AND:
WILLIAM COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(hereinafter referred to as "William")
OF THE SECOND PART
WHEREAS:
A. William is the legal and beneficial owner of 285,817 Holdco "A" Units and
1,964,183 Holdco "B" Units. Each Unit consists of one Non-participating Voting
Share in the capital stock of NRGF (an "NP share") and one Class "A" Preference
Share in the capital stock of 604587 British Columbia Ltd., a body corporate
duly incorporated under the laws of the Province of British Columbia, and having
a registered office at Suite 1440 - 1066 West Hastings Street, Vancouver,
British Columbia, V6E 3X1 (herein referred to as "Holdco"). Each Holdco B Unit
consists of one NP share and one Class "B" Preference Share in the capital of
Holdco.
B. William has agreed to grant to NRGF a call in respect of the Holdco "A"
and Holdco "B" Units, pursuant to which NRGF can require William to exchange
each Holdco "A" or "B" Unit for common shares of NRGF;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and promises hereinafter appearing (the sufficiency of
which is hereby acknowledged) the Parties agree with each other as follows:
1. CALL PROVISIONS
1.01 William hereby gives and grants to NRGF, upon the terms and subject to the
conditions hereinafter set out, the right to require William to exchange the
Holdco "A" and Holdco "B" Units held by William for Voting Common Shares of NRGF
on the basis of one Common Share of NRGF for each Holdco "A" and "B" Units
exchanged.
<PAGE>
1.02 The call right granted to NRGF hereunder will not be exercisable unless and
until William has exercised his redemption privilege in respect of a particular
Class "A" or Class "B" preference share has been exercised, and shall only be
exercisable with respect to those preference share for which the redemption
privilege has been exercised.
1.03 In order to exercise the call right granted hereunder, NRGF shall give
notice of exercise of such right to William and shall thereafter deliver
certificates for the appropriate number of common shares registered in the name
of William upon receipt of the certificate for the Holdco "A" and "B" Units
called. In the event the certificates for the Holdco "A" or "B" Units represents
a greater number of Units than the number called, NRGF shall issue, or cause to
be issued, new Holdco "A" or "B" Units for the difference.
1.04 Each exercise by NRGF of the rights granted to it pursuant to the Agreement
shall be deemed a separate and complete transaction.
2. CONSOLIDATION OR SUBDIVISION
2.01 In the event of any subdivision or change of NRGF's Common Shares at any
time while this Agreement is in effect to a greater number of shares, NRGF shall
deliver at the time of any acquisition by William thereafter, such additional
number of shares as would have resulted from such subdivision or change if such
exercise of the rights, granted hereby had been exercised prior to the date of
such subdivision or change.
2.02 In the event of any consolidation or change of NRGF's Shares at any time
during the term of this Agreement, the number of shares deliverable by NRGF on
any exercise thereafter of the rights granted hereby shall be reduced to such
number of shares as would have resulted from such consolidation or change if
such exercise of the rights granted pursuant to this Agreement had been
completed prior to the date of such consolidation or change.
2.03 William hereby represents and warrants:
(a) that Holdco "A" and "B" Units are fully paid and non-assessable shares;
(b) that he has full right and authority to enter into this transaction without
the approval of any party; and
(c) he is or will be, at the relevant time in question, the legal and
beneficial owner of the Holdco "A" and "B" Units, as the case may
be, free and clear of all liens, charges and encumbrances.
3 GENERAL PROVISION
3.01 Time
Time shall be of the essence of this Agreement.
<PAGE>
3.02 Execution and Delivery
The Parties hereto will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably required to
carry out the full intent and meaning of this Agreement.
3.03 Whole Agreement
This Agreement contains the whole agreement between the Parties hereto and
there are no warranties, representations, terms, conditions or collateral
agreements, express, implied or statutory, other than expressly set forth in
this Agreement.
3.04 Enurement
This Agreement shall enure to the benefit of and be binding upon William
and his respective heirs, executors, administrators, successors and assigns and
upon NRGF and its successors and assigns.
3.05 Notice
All notices, demands and payments required or permitted to be given hereunder
shall be in writing and may be delivered personally, sent by telegram or telex
or may be forwarded by first class prepaid registered mail to the address set
forth below. Any notice delivered or sent by telegraph or telex shall be deemed
to have been given and received at the time of delivery, any notice mailed as
aforesaid, shall be deemed to have been given and received on the expiration of
SEVEN (7) BUSINESS DAYS after it is posted, addressed as follows:
TO NRGF: 676 - 757 West Hastings Street
Vancouver, B.C., V6C 1A1
TO WILLIAM: 11202 Stave Lake Road
Mission, B.C., V2V 4J1
or to such other address or addresses as may from time to time be notified in
writing by the Parties hereto provided that if there shall be at the time of
mailing or between the time of mailing and the actual receipt of the notice a
labour dispute, slow down or other disruption which might effect the normal
delivery of such notice by the mails, then such notice shall only be effective
if actually received.
3.06 Closing Date
The execution of this Agreement will take place at the offices of Holmes
Greenslade, Barristers & Solicitors, Suite 1440 - 1066 West Hastings Street,
Vancouver, British Columbia, V6E 3X1, on the 26th day of April, 2000
(hereinafter referred to as the "Closing Date") or at such other place, date,
and time as the Parties hereto may mutually agree upon.
<PAGE>
3.07 Counterpart
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together form one original agreement, and such parts if
more than one shall be read together and construed as if all the signing parties
hereby had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereunto affixed their respective hands and seals
as of the day and year first written above.
THE CORPORATE SEAL OF )
NORTH AMERICAN RESORT & )
- -------------------------------
GOLF, INC. )
- -------------------------------
was affixed hereto in the
presence of: )
- -------------------------------
)
) c/s
- -------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by WILLIAM COUGHLIN )
in the presence of: )
)
)
) ---------------------------------------
Signature of Witness ) WILLIAM COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
<PAGE>
THIS CALL AGREEMENT made as of the 26th day of April, 2000.
BETWEEN:
NORTH AMERICAN RESORT & GOLF, INC., a company duly incorporated
----------------------------------
pursuant to the laws of Nevada, and having an office at 676 - 757
West Hastings Street, Vancouver, B.C., V6C 1A1.
(hereinafter referred to as "NRGF")
OF THE FIRST PART
AND:
CAROLE COUGHLIN, Businessman of 11202 Stave Lake Road, Mission,
B.C., V2V 4J1.
(hereinafter referred to as "Carole")
OF THE SECOND PART
WHEREAS:
A. Carole is the legal and beneficial owner of 342,624 Holdco "A" Units and
1,907,376 Holdco "B" Units. Each Unit consists of one Non-participating Voting
Share in the capital stock of NRGF (an "NP share") and one Class "A" Preference
Share in the capital stock of 604587 British Columbia Ltd., a body corporate
duly incorporated under the laws of the Province of British Columbia, and having
a registered office at Suite 1440 - 1066 West Hastings Street, Vancouver,
British Columbia, V6E 3X1 (herein referred to as "Holdco"). Each Holdco B Unit
consists of one NP share and one Class "B" Preference Share in the capital of
Holdco.
B. Carole has agreed to grant to NRGF a call in respect of the Holdco "A"
and Holdco "B" Units, pursuant to which NRGF can require Carole to exchange each
Holdco "A" or "B" Unit for common shares of NRGF;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and promises hereinafter appearing (the sufficiency of
which is hereby acknowledged) the Parties agree with each other as follows:
1. CALL PROVISIONS
1.01 Carole hereby gives and grants to NRGF, upon the terms and subject to the
conditions hereinafter set out, the right to require Carole to exchange the
Holdco "A" and Holdco "B" Units held by Carole for Voting Common Shares of NRGF
on the basis of one Common Share of NRGF for each Holdco "A" and "B" Units
exchanged.
<PAGE>
1.02 The call right granted to NRGF hereunder will not be exercisable unless and
until Carole has exercised his redemption privilege in respect of a particular
Class "A" or Class "B" preference share has been exercised, and shall only be
exercisable with respect to those preference share for which the redemption
privilege has been exercised.
1.03 In order to exercise the call right granted hereunder, NRGF shall give
notice of exercise of such right to Carole and shall thereafter deliver
certificates for the appropriate number of common shares registered in the name
of Carole upon receipt of the certificate for the Holdco "A" and "B" Units
called. In the event the certificates for the Holdco "A" or "B" Units represents
a greater number of Units than the number called, NRGF shall issue, or cause to
be issued, new Holdco "A" or "B" Units for the difference.
1.04 Each exercise by NRGF of the rights granted to it pursuant to the Agreement
shall be deemed a separate and complete transaction.
2. CONSOLIDATION OR SUBDIVISION
2.01 In the event of any subdivision or change of NRGF's Common Shares at any
time while this Agreement is in effect to a greater number of shares, NRGF shall
deliver at the time of any acquisition by Carole thereafter, such additional
number of shares as would have resulted from such subdivision or change if such
exercise of the rights, granted hereby had been exercised prior to the date of
such subdivision or change.
2.02 In the event of any consolidation or change of NRGF's Shares at any time
during the term of this Agreement, the number of shares deliverable by NRGF on
any exercise thereafter of the rights granted hereby shall be reduced to such
number of shares as would have resulted from such consolidation or change if
such exercise of the rights granted pursuant to this Agreement had been
completed prior to the date of such consolidation or change.
5.03 Carole hereby represents and warrants:
(j) that Holdco "A" and "B" Units are fully paid and non-assessable shares;
(k) that he has full right and authority to enter into this transaction without
the approval of any party; and
(l) he is or will be, at the relevant time in question, the legal and
beneficial owner of the Holdco "A" and "B" Units, as the case may
be, free and clear of all liens, charges and encumbrances.
3 GENERAL PROVISION
3.01 Time
Time shall be of the essence of this Agreement.
<PAGE>
3.02 Execution and Delivery
The Parties hereto will execute and deliver all such further documents and
instruments and do all such acts and things as may be reasonably required to
carry out the full intent and meaning of this Agreement.
3.03 Whole Agreement
This Agreement contains the whole agreement between the Parties hereto and
there are no warranties, representations, terms, conditions or collateral
agreements, express, implied or statutory, other than expressly set forth in
this Agreement.
3.04 Enurement
This Agreement shall enure to the benefit of and be binding upon Carole
and his respective heirs, executors, administrators, successors and assigns and
upon NRGF and its successors and assigns.
3.05 Notice
All notices, demands and payments required or permitted to be given hereunder
shall be in writing and may be delivered personally, sent by telegram or telex
or may be forwarded by first class prepaid registered mail to the address set
forth below. Any notice delivered or sent by telegraph or telex shall be deemed
to have been given and received at the time of delivery, any notice mailed as
aforesaid, shall be deemed to have been given and received on the expiration of
SEVEN (7) BUSINESS DAYS after it is posted, addressed as follows:
TO NRGF: 676 - 757 West Hastings Street
Vancouver, B.C., V6C 1A1
TO CAROLE: 11202 Stave Lake Road
Mission, B.C., V2V 4J1
or to such other address or addresses as may from time to time be notified in
writing by the Parties hereto provided that if there shall be at the time of
mailing or between the time of mailing and the actual receipt of the notice a
labour dispute, slow down or other disruption which might effect the normal
delivery of such notice by the mails, then such notice shall only be effective
if actually received.
3.06 Closing Date
The execution of this Agreement will take place at the offices of Holmes
Greenslade, Barristers & Solicitors, Suite 1440 - 1066 West Hastings Street,
Vancouver, British Columbia, V6E 3X1, on the 26th day of April, 2000
(hereinafter referred to as the "Closing Date") or at such other place, date,
and time as the Parties hereto may mutually agree upon.
<PAGE>
3.07 Counterpart
This Agreement may be executed in several parts in the same form and such parts
as so executed shall together form one original agreement, and such parts if
more than one shall be read together and construed as if all the signing parties
hereby had executed one copy of this Agreement.
IN WITNESS WHEREOF the parties hereunto affixed their respective hands and seals
as of the day and year first written above.
THE CORPORATE SEAL OF )
NORTH AMERICAN RESORT & )
- -------------------------------
GOLF, INC. )
- -------------------------------
was affixed hereto in the
presence of: )
- -------------------------------
)
) c/s
- -------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
SIGNED, SEALED AND DELIVERED )
by CAROLE COUGHLIN )
in the presence of: )
)
)
) --------------------------------------
Signature of Witness ) CAROLE COUGHLIN
)
)
Name (print) )
)
)
Address )
)
)
Occupation )
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF THE SERIES A PREFERRED STOCK
OF
NORTH AMERICAN RESORT & GOLF, INC.
I, Christine Cerisse, the President and Secretary of North American Resort
& Golf, Inc., a Nevada corporation, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of the Corporation, the Board of Directors on
April 20, 2000, adopted the following resolution creating a series of Preferred
Shares, no par value per share, designated as the Series A Preferred Shares in
accordance with NRS 78.1955.
The relative rights and preferences of the Series A Preferred Shares
are as follows:
1. Designation and Amount. The shares of such series shall be designed
as the Series A Preferred Shares (the "Series A Preferred Shares"), and the
number of shares constituting such series shall be 4,500,000. The number of
shares constituting such series may, unless prohibited by the Articles of
Incorporation, be decreased by resolution of the Board of Directors; provided
that no decrease shall reduce the number of Series A Preferred Shares to a
number less than the number of shares then outstanding plus the number of shares
issuable upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Shares.
2. Dividends and Distributions. The holders of the Series A Preferred Shares
will not be entitled to any dividends or distributions.
3. Voting Rights. Each Series A Preferred Share shall be entitled to one vote
on all matters submitted to the Corporation's shareholders for their
consideration, ratification or approval.
4. Reacquired Shares. Any Series A Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall constitute
authorized but unissued Preferred Shares and may be reissued as part of a new
series of Preferred Shares by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein, in the Articles of Incorporation, or in any other Certificate of
Designation creating a series of Preferred Shares or as otherwise required by
law.
5. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, no distribution shall be made to the
holders of the Series A Preferred Shares.
<PAGE>
6. Consolidation, Merger, Exchange, etc.. In case the Corporation shall
enter into any consolidation, merger, combination, statutory share exchange or
other transaction in which the Corporation's common shares are exchanged for or
changed into other stock or securities, money and/or any other property, then in
any such case the Series A Preferred Shares shall at the same time be similarly
exchanged or changed into preferred shares of the surviving entity providing the
holders of such Preferred Shares with (to the extent possible) the same relative
rights and preferences as the Series A Preferred Shares.
IN WITNESS WHEREOF, I have executed this Certificate of Designation,
Preferences and Rights this 20th day of April, 2000.
Christine Cerisse, President and Secretary
)
) ss.
)
On the 20th day of April, 2000 before me personally came Christine Cerisse
to me known, who, being by me duly sworn, did depose and say that she is the
President and Secretary of North American Resort & Golf, Inc., the corporation
described in and which executed the foregoing instrument by order of the Board
of Directors of said corporation, and that she signed her name thereto by like
order.
Witness my hand and official seal.
--------------------------------
Notary Public
My commission expires:
