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EXHIBIT 10.3
Enviro Industrial Technologies, Inc.
119 West 23rd Street
Suite 508
New York, New York 10011
June 5, 2000
Hedman Resources Limited
106 Fielding Road
Lively, Ontario P3Y 1L5
Attention: Claude Taillefer
CEO and President
RE: ACQUISITION OF HEDMAN RESOURCES LIMITED
Gentlemen:
This letter expresses our understanding with respect to the acquisition
(the "Acquisition") of up to all of, but no less than eighty (80%) percent of
the issued and outstanding shares of common stock of Hedman Resources Limited
("Hedman")by Enviro Industrial Technologies, Inc., a Delaware Corporation
("Enviro") in exchange for shares of common stock of Enviro on a one for one
basis on the date of closing. The common shares of Hedman are hereinafter
referred to as the "Shares". After the acquisition, Hedman will become a
subsidiary of Enviro.
It is hereby represented that Hedman is authorized to issue
an unlimited number of Shares of which, 28,073,035 Shares are issued and
outstanding. It is further represented that Hedman has outstanding warrants to
purchase 13,913,653 Shares (the "Warrants"). Anything to the contrary herein
notwithstanding, Hedman shall, as a condition of closing, cause to be
implemented, a one (1) share for (2) share reverse stock split of its Shares,
including the shares underlying the Warrants (the "Reverse Split").
Enviro represents it is authorized to issue 80,000,000 shares of common
stock, par value $.001 per share and 20,000,000 shares of preferred stock, par
value $.001 per share. At the time of closing, Enviro will have no more than
13,750,000 shares of common stock outstanding.
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In connection with the Acquisition we have the following
understandings:
(1) Reorganization. At the closing of this transaction, as set forth in
Section 7 hereof, Enviro will acquire the Shares in exchange, on a one for one
basis, for up to 20,944,743 shares of common stock of Enviro (the "Acquisition
Shares"). In the event less than all of the Shares are exchanged for the Enviro
shares, the number of Acquisition Shares will be reduced pro rata with the
actual percentage of Shares acquired by Enviro.
(2) Registered Shares. Enviro will file an F-4 Registration Statement
(the "Registration Statement") with the United States Securities and Exchange
Commission ("SEC") so that the Acquisition Shares will be registered under the
Securities Act of 1933 (the "Act") prior to or on the closing, or if not
permitted by law prior to the closing, then immediately after the closing.
Enviro will utilize its best efforts to have the Registration Statement declared
effective by the SEC no later than 120 days after the closing.
(3) Conditions. It is the intention of Enviro and Hedman that this
letter be binding on Enviro and Hedman subject to the following: (i)the exchange
of a minimum of 80% of the outstanding Shares of Hedman for the shares of Enviro
on a one for one basis; (ii) the satisfactory completion of a "due diligence"
investigation by Enviro and Hedman; (iii) the acquisition by Enviro of the
Vermiculite deposits set forth on Schedule A hereto prior to the
closing(Descriptions to be Provided); (iv) approval of Hedman's shareholders at
its upcoming annual and special meeting of its shareholders; (v) Canadian
securities regulatory approvals (including Ontario and Alberta Securities
Commissions and CDNX Exchange approval); (vi) the transaction having no material
adverse tax effect on the parties hereto and their respective shareholders;
(vii) the exercise of the outstanding Warrants by Hedman's warrantholders unless
Enviro is able to exchange Enviro warrants for the Warrants in compliance with
the Act; and (viii) the obtaining of any material third party consents by either
party. Anything to the contrary herein notwithstanding, the parties further
agree as follows:
(a) Execution of a Definitive Agreement. There shall be
executed among Hedman and Enviro, definitive agreements (the "Agreement and Plan
of Reorganization") covering the proposed transaction under the terms and
conditions set forth in this
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letter and such further terms, provisions, agreements, covenants,
representations and warranties satisfactory to all parties, including:
(i) general warranties as to the contracts,
commitments, lease obligations, patents, trademarks, technology and debts of
Enviro and Hedman; and
(ii) representations, indemnifications and covenants
which shall survive the effective date of the transaction and which will, in the
opinion of the parties, be customary for transactions of this nature in respect
of the time, scope and subject matter and be adequate to protect their
respective interests.
(b) Litigation. Except as disclosed in Schedule B, neither
Enviro nor Hedman shall be subject to material litigation which would cause any
party, in its sole discretion, to decide that the party subject to such
litigation has a material contingent liability.
(c) Preservation of Assets of Business.
(i) Pending the closing date of the proposed
transaction, neither Enviro nor Hedman will incur any indebtedness other than in
the ordinary course of business and will not commit to any material
undertakings, programs or projects, other than pursuant to existing agreements,
which would have a material negative impact to their balance sheets without the
prior written consent of the other party. Other than paying current liabilities,
Enviro and Hedman will operate their businesses in a manner consistent with the
conservation of their assets including their cash reserves.
(ii) Enviro will have no liabilities at closing
except for those liabilities set forth on Schedule C and liabilities for legal
fees and transfer agent expenses incurred by Enviro after the signing of this
letter of intent in connection with the Acquisition.
(iii) Hedman will have no liabilities at closing
except for those liabilities set forth on Schedule D and liabilities for legal
fees and transfer agent expenses incurred by Hedman after the signing of this
letter of intent in connection with the Acquisition.
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(d) Access to Books and Records. Pending the execution of the
Agreement and Plan of Reorganization and the consummation of the Acquisition,
Enviro and Hedman shall give each other or their designated representatives,
full access to their books of original entry, ledgers, bank statements, minute
books, stockholder lists, contracts, patents, trademarks and all other documents
maintained by them in connection with their business operations. Enviro shall
furnish Hedman or its counsel, with copies of Enviro's Articles of
Incorporation, By-laws, board minutes, shareholders minutes, stock ledgers and
such other documents that Hedman might reasonably request. Hedman shall furnish
Enviro or its counsel with copies of Hedman's Articles of Incorporation,
By-laws, board minutes, shareholders minutes, stock ledgers, contracts, purchase
orders, license agreements and such other documents that Enviro might reasonably
request, all such information being confidential and not to be used or disclosed
by either party except as permitted in the Agreement and Plan of Reorganization.
(4) Financial Statements. Hedman agrees, upon the execution hereof to
provide Enviro with audited financial statements as of the end of its two most
recent fiscal years and Enviro will provide Hedman with unaudited financial
statements as at the closing or as at such earlier date acceptable to the
parties.
(5) Expenses of Parties. Hedman, its shareholders and Enviro shall each
bear their own costs and expenses incurred if the proposed transaction is
abandoned at any time prior to the consummation thereof.
(6) Public Announcement. Upon the execution of this Letter of Intent,
Enviro and Hedman shall prepare a public announcement to be submitted to the
media and/or regulatory agencies, as required by law, in such form and contain
such information as approved by Enviro and Hedman and as otherwise required by
law.
(7) Other Matters.
(a) The closing of the Acquisition shall be completed on the
date on which the common stock of Enviro commences trading on the OTC Bulletin
Board, unless otherwise mutually agreed.
(b) At the closing, the Board of Directors of the Company
shall consist of five (5) persons three (3) of whom shall be selected by Hedman
and two (2) of whom shall be selected by
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Enviro. Thereafter, the Board of Directors shall be selected by the shareholders
in compliance with Delaware law.
(c) Hedman and Enviro acknowledge that this letter of intent
has been approved by their respective Boards of Directors.
(d) Officers' and Directors' Questionnaires for the officers
and directors of Hedman shall be furnished to Enviro upon request.
This letter outlines the major terms of the agreement between
our respective companies. Subject only to the conditions set forth in Section
(3) hereof, this Letter shall constitute the binding agreement of both Hedman
and Enviro. It is understood that on the basis of the foregoing understanding
concerning major terms, the parties shall begin negotiations of the Agreement
and Plan of Reorganization with the view to consummating the Acquisition as
promptly as possible.
If this letter reflects your understanding, please execute the
enclosed copy in the space provided below and return it to us.
Very truly yours,
Enviro Industrial Technologies, Inc.
By___________________________________ Dated: June 5, 2000
Teodosio V. Pangia, Chairman
Agreed and Accepted:
Hedman Resources Limited
By___________________________________ Dated: June 5, 2000
Claude Taillefer
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CEO and President
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SCHEDULE A
