SHARE PURCHASE AGREEMENT - NORTHLAND CUSTOM PACKAGING WC.
THIS AGREEMENT is dated for September 14, 2000.
AMONG:
CRYOPAK INDUSTRIES INC., a British Columbia corporation having an office at
1120 - 625 Howe Street, Vancouver, British Columbia, V6C 2T6 .
(the "Purchaser")
OF THE FIRST PART
AND:
RAISON INVESTMENTS INC., a British Columbia corporation having an office at
490 -'789 West Pender Street, British Columbia, V6C 1H2
(the "Seller")
OF THE SECOND PART
AND:
CHARN RAI of 913 Henley Street, New Westminster, British Columbia, V3M 4B9
(the "Guarantor" or "Chain')
OF THE THIRD FART
WHEREAS:
A. Northland Packaging owns and operates the Business;
B. The Seller owns the Northland Packaging Shares;
C. The Seller has agreed to sell and the Purchaser has agreed to purchase
the Northland Packaging Shares, subject to the terms and conditions of
this Agreement;
D. The Guarantor is one of the owners of the Seller;
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E. The Guarantor is one of the owners of Northland Ice Gel Incorporated
("Northland Ice");
F. The shareholders of Northland Ice have agreed to sell all of the
shares of Northland Ice (the "Northland Ice Shares") to the Purchaser,
concurrently with the sale of the Northland Packaging Shares;
G. The Purchaser only wishes to purchase the Northland Packaging Shares
and the Northland Ice Shares if purchased concurrently;
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
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1.01 In this Agreement, including its recitals, the following terms will have
the following meanings:
"Accounts Receivable" means all trade accounts receivable of Northland
Packaging;
"Adjustment Date" means the date which is one hundred and twenty (120) days
following the Closing Date;
"Agreement" means this agreement between the Purchaser and the Seller;
"Assets" means the undertaking and all the property and assets of the
Business of every kind and description wheresoever situated including,
without limitation, the Equipment, all the inventory, the Material
Contracts, the Accounts Receivable and other debts owing to Northland
Packaging, the Intangible Assets, the Goodwill and all cash on hand or on
deposit to the credit of Northland Packaging on the Closing Date;
"Audit Date" means the day immediately prior to the Closing Date;
"Auditors" means Hay and Watson, of Vancouver, British Columbia, or such
other firm of chartered accountants which has been appointed as the
auditors of the Purchaser at the relevant time;
"Business" means all aspects of the contract packaging business presently
conducted by Northland Packaging;
"ICDNX" weans the Canadian Venture Exchange;
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"Closing" means the completion, on the Closing pate, of the transactions
contemplated hereby in accordance with Article $; .
"Closing Date" means September 14, 2000;
"Collective Agreement" means the agreement dated August 8, 2000 between
Northland Packaging and LW.A. Canada, C.L.C. Local No. 2171;
"Debt" means the long term debt plus working capital deficiency of
Northland Packaging, if any, calculated in accordance with section 2.03
hereof, minus working capital, if any, all in accordance with Canadian
generally accepted accounting principles; provided that inventory shall be
valued at the lower of cost or net realizable value determined on a first
in first out basis.
"EBITDA" has the meaning set out in Schedule "A";
"Equipment" means all machinery, manufacturing equipment, office equipment,
furniture, and furnishings used in the Business, including, without
limitation, the items more particularly described in Schedule "C", but
excluding such items as are owned by Northland Ice or the Purchaser or
Cryopak Corporation;
"Escrow Agreement" means the escrow agreement in the form attached as
Schedule "L", which is to be executed at the Closing;
"Goodwill" means the goodwill of the Business together with the exclusive
right to the Purchaser to represent itself as carrying on the Business in
continuation of Northland Packaging subject to the terms hereof, the right
to all corporate, operating and trade names associated with the Business,
or any variations of such names as part of or in connection with the
Business, all telephone listings and telephone advertising contracts, all
lists of customers, books and records and other information relating to the
Business, all necessary licenses and authorizations and any other rights
used in connection with the Business;
"including" means without limitation or prejudice to the generality of. any
description, definition, term or phrase preceding that word, and the word
"include" and its derivative expressions shall be construed accordingly;
"Intangible Assets" means all of the intangible assets of Northland
Packaging, including, without limitation, the Goodwill, all trademarks,
patents, logos, copyrights, designs, acid other intellectual and industrial
property, but excluding the Patent and prototypes relying thereon;
"Material Contracts" means the burden and benefit of and the right, title
and interest of Northland Packaging in, to and under all trade and
non-trade contracts, engagements or commitments, whether written or oral,
to which Northland Packaging is entitled in connection with the Business
whereunder Northland Packaging is obligated. to pay or
3
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entitled to receive the sum of $5,000 or more including, without limiting
the generality of the foregoing, any sales agreements, pension plans,
profit sharing plans, bonus plans, loan agreements, security agreements,
and any agreements with employees, lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers, directors, lawyers
or others which cannot be terminated without liability on not more than one
month's notice;
"Northland Ice" means Northland Ice Gel Incorporated., a private British
Columbia corporation having an office at 1055 Derwent Way, Delta, British
Columbia;
"Northland Packaging" means Northland Custom Packaging Inc., a private
British Columbia corporation having an office at 1055 Derwent Way, Delta,
British Columbia;
"Northland Packaging Financial Statements" means collectively the unaudited
financial statements of Northland Packaging for the year ended August 31,
1999 and for the six months ended February 29, 2000, true copies of which
are attached as Schedule "B".
"Northland Packaging Shares" means a total of 100 common shares without par
value in the capital of Northland Packaging owned by the Seller, which
constitute all of the issued and outstanding shares in the capital of
Northland Packaging;
"Patent" means the patent of the funnel dispenser registered in the United
States Patent Ogee on September 3, 1996 under registration number 5,551,606
(listing Charn Rai and Barry Wertz as inventors);
"Place of Closing" means the offices of Godinho, Sinclair, Suite 1020, 510
Burrard Street, Vancouver, British Columbia, or such other place as the
parties may mutually agree upon;
"Purchaser Financial Statements" means the audited financial statements of
the Purchaser for its financial year ended March 31, 2000, true copies of
which are attached hereto as Schedule "I";
"Time of Closing" means 9:00 a.m. local time at the Place of Closing on the
Closing Date;.
Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.
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.
Extended Meanings
-----------------
1.03 The words "hereof', "herein", "hereunder" and similar expressions used in
any clause, paragraph or section of this Agreement will 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 will be construed to mean the plural or feminine ox body corporate
where the context of this Agreement requires.
Section References and Schedules
--------------------------------
1.05 Any reference to a particular "article", "section" or other subdivision is
to the particular article, section or other subdivision of this Agreement
and any reference to a Schedule by letter will mean the appropriate
Schedule attached to this Agreement and by such reference the appropriate
Schedule is incorporated into and made part of this Agreement. The
Schedules to this Agreement are as follows:
Schedule "A" Definition of EBITDA
Schedule "B" Northland Packaging Financial Statements.
Schedule "C" Equipment
Schedule "D" Material Contracts
Schedule "E" Accounts Payable and Liabilities
Schedule "F" Permitted Encumbrances
Schedule "G" Purchaser Interim Financial Statements
Schedule "I" Purchaser Financial Statements
Schedule "J" Labour Matters
Schedule "K" Litigation
Schedule "M" Options and Warrants
Schedule "N" Obligations and Guarantees
Severability of Clauses
-----------------------
1.06 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which
will continue in full force and effect and be construed as if this
Agreement had been executed without the invalid portion, and it is hereby
declared the intention of the parties that this Agreement would have been
executed without reference to any portion which may, for any reason, be
hereafter declared or held to be invalid.
Currency and Exchange hate
--------------------------
1.07 Unless otherwise specified, all sums referred to herein and all payments to
be made hereunder will be in lawful money of Canada.
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Collective Terms
----------------
1.08 Any reference in this Agreement to a term with collective meaning shall be
read and interpreted as the context may require.
ARTICLE 2
PURCHASE AND SALE OF SHARES
Sale of Shares
--------------
2.01 The Seller agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Seller the Northland Packaging Shares, subject to the
terms and conditions of this Agreement.
Consideration
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2.02 In consideration of the sate of the Northland Packaging Shares by the
Seller to the Purchaser, the Purchaser agrees to pay $100 to the Seller at the
Closing.
Adjustments to Debt
-------------------
2.03 The Debt shall be calculated as at the close of business on the Audit Date,
and shall be calculated by the Auditors on or before the Adjustment bate,
at the sole expense of the Purchaser; provided that any Accounts Receivable
as of the Audit Date which have not been collected by the Adjustment Date
shall be treated as bad debt; and provided further that an accrual shall be
recorded as of the Audit Date in respect of the stub period financial
statements which are required by the Income Tax Act of Canada to be
prepared in respect of the deemed year end of Northland Packaging resulting
from the transaction herein, such accrual to cover the cost of the Seller's
accountants preparing such f,mancial statements and any resulting tax
liability; and provided further that the aforesaid bad debts shall be
assigned by Northland Packaging to the Seller, who shall use its best
efforts to collect such bad debts in such manner as to not unduly cause
animosity between Northland Packaging and any ongoing customers of
Northland Packaging; provided that the Purchaser shall cause Northland
Packaging to assist the Seller in such collection, while not being
responsible for such collection. The Seller or its assignee shall retain
for its account all such bad debts collected.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Representations and Warranties
------------------------------
3.01 The Seller and the Guarantor jointly and severally acknowledge, represent
and warrant to the Purchaser, with the intent that the Purchaser will rely
thereon in entering into this Agreement and in completing the transaction
contemplated hereby, that, subject to the interpretation, limitations and
qualifications set forth in this Article 3:
Northland Packaging
-------------------
Corporate Status and Capacity
(a) Incorporation. Northland Packaging is corporation duly incorporated
and validly subsisting under the laws of the Province of British
Columbia, and is in good standing with the Registrar of Companies with
respect to the filing of annual reports and all other filings;
(b) Non-Reporting. Northland Packaging is not a reporting or public
company under the laws of British Columbia or of any other
jurisdiction;
(c) Carrying on Business. Northland Packaging carries on business in
British Columbia and does not carry on any material business activity
in any other jurisdiction other than selling activities. Northland
Packaging has business offices on Annacis Island, British Columbia and
in no other locations. Neither the ownership of the Assets nor the
nature of the Business requires Northland Packaging to register or
otherwise be qualified to carry on business in any other jurisdiction;
(d) Corporate Capacity. Northland Packagin has the corporate power,
capacity and authority to own the Assets, to carry on the Business and
to enter into and complete this Agreement;
Capitalization
(e) Authorized Capital. The authorized capital of Northland Packaging
consists of 10,000 common shares;
(f) Ownership of Shares. The issued and outstanding shares in the capital
of Northland Packaging are validly issued and outstanding as fully
paid and nonassessable shares. The Seller is the registered and
beneficial owner of the Northland Packaging Shares, free and clear of
any and all liens, charges, pledges, and encumbrances;
(g) No Option. No person, firm or corporation has any agreement or option
or any right capable of becoming an agreement or option for the
acquisition of any of the Northland Packaging Shares or for the
purchase, subscription or issuance of any of the unissued shares in
the capital of Northland Packaging;
(h) Ca aci . The Seller has full right, power and authority to enter into
this Agreement on the terms and conditions contained herein and to
transfer and cause the transfer of full legal, registered and
beneficial title and ownership of the Northland Packaging Shares to
the Purchaser;
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(i) No Restrictions. There are no restrictions on the transfer, sale or
other disposition of the Northland Packaging Shares contained in the
charter docents of Northland Packaging (other than approval of the
board of directors of Northland packaging), or under any agreement,
and the Northland Packaging Shares may befreely traded and transferred
to the Purchaser under all applicable laws and regulations;
Execution and Performance of Agreement
(j) Authorization and Enforceability. The execution and delivery of this
Agreement; and the completion of the transaction contemplated hereby,
have been duly and validly authorized by all necessary corporate
action on the part of the Seller and this Agreement constitutes a
legal, valid and binding obligation of the Seller and is enforceable
against the Seller in accordance with its terms;
(k) No Violation or Breach. The performance of this Agreement will not:
(i) violate the charter documents of Northland Packaging or result in
any breach of, or default under, any loan agreement, mortgage,
deed of trust, or any other agreement to which the Seller or
Northland Packaging, or any of them, is a party;
(ii) give any person any right to terminate or cancel any agreement
including, without limitation, any of the Material Contracts;
(iii)result in any material alteration of Northland Packaging's
obligations under any agreement to which Northland Packaging is a
party including, without limitation, the Material Contracts;
(iv) result in the creation or imposition of any lien, encumbrance or
restriction of any nature whatsoever in favour of a third party
upon or against the Assets; or
(v) violate any court order or decree to which Northland Packaging
and the Seller or any of them are subject;
Applicable Laws and Legal Matters
(1) Licences. Northland Packaging holds al licences and permits as are
requisite for carrying on the Business in the manner in which it has
heretofore been carried on, which licences and permits have been
maintained and continue to be in good standing;
(m) Applicable Laws. Northland Packaging has not been charged with or
received notice of breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees to which it is subject or
which apply to it the violation of which would
<PAGE>
have a material adverse effect on Northland Packaging, and Northland
packaging is not so in breach;
(n) Litigation. There is no material litigation or administrative or
governmental proceeding or enquiry pending or threatened against or
relating to Northland Packaging, the Business, or any of the Assets,
except as described in Schedule "K" nor does the Seller have any
knowledge of any deliberate. act or omission of Northland Packaging
that would form any material basis for any such action, proceeding or
enquiry;
(o) No Bankruptcy. Northland Packaging has not made any voluntary
assignment or proposal under applicable laws relating to insolvency
and bankruptcy and no bankruptcy petition has been filed or presented
against Northland Packaging and no order has been made or a resolution
passed for the winding-up, dissolution or liquidation of Northland
packaging;
(p) Labour Matters. Northland Packaging is not a parry to an collective
agreement relating to the Business with any labour union or other
association of employees and no pact of the Business has been
certified as a unit appropriate for collective bargaining, except as
attached as Schedule "J";
Records and Financial Statements
(q) Charter Documents. The charter documents of Northland Packaging have
not been altered since the incorporation of Northland Packaging,
except as disclosed in the minute book of Northland Packaging;
(r) Booksand Records. The books and records of Northland Packaging fairly
and correctly set out and disclose in all material respects the
financial position of Northland Packaging, and all material financial
and other transactions of Northland Packaging relating to the
Business, including any and all material contracts and arty amendments
thereto, have been accurately recorded or filed in such books and
records;
(s) correct and present fairly and correctly the assets and liabilities
(whether accrued, absolute, contingent or otherwise) of Northland
Packaging as of the respective dates thereof, and the sales and
earnings of the Business during the periods covered thereby, in all
material respects, and have been prepared in substantial accordance
with generally accepted accounting principles;
(t) and collectible without set-off or counterclaim, provided that the
term "good and collectible" as used herein is not to be interpreted to
means that the Seller warrants that a particular account receivable
will actually be collected and in such instance such non-collection
shall not render Northland Packaging Financial Statements
<PAGE>
inaccurate nor constitute a breach of the Seller's representations and
warranties with respect thereto;
(u) Liabilities arid Payables. There are n liabilities individually
exceeding $5,000, contingent or otherwise, of Northland Packaging
which are not disclosed in Schedule "E" hereto or reflected in the
Northland Packaging Financial Statements, and Northland Packaging has
not guaranteed or agreed to guarantee any debt, liability or other
obligation of any person, firm or corporation, except as disclosed in
Schedule "E". Without limiting the generality of the foregoing, all
accounts payable of Northland Packaging, individually exceeding $5,000
and due and owing for more than thirty days, are described in Schedule
"E";
(v) Long Term Debt. Northland Packaging ha no material long term debt,
except as disclosed in Schedules "0" and "F".
(w) No Company Debt to Related Parties. Northland Packaging is not
materially indebted to the Seller, nor to any officer, director or
shareholder of the Seller or any family member of the foregoing, nor
to any affiliate, director or officer of Northland Packaging, except
as disclosed in Schedules "E" and "F";
(x) No Related Patty Debt to Northland Packaging. The Seller is not
indebted to or under financial obligation to Northland Packaging on
any account whatsoever, except for advances on account of travel and
other expenses not exceeding $1,000 in total;
(y) No Dividends. No dividends or other distributions on any shares in the
capital of Northland Packaging have ever been declared but not yet
paid, except for a dividend which was declared by director's
resolution dated September 13, 2000;
(z) No Payments. No payments of any kind have been made or authorized
since the date of Northland Packaging Financial Statements to or on
behalf of the Seller or to or on behalf of officers, directors,
shareholders or employees of Northland Packaging or under any
management agreements with Northland Packaging, except payments made
in the ordinary course of business and at the regular rates of salary
or other remuneration payable to them, except for two bonuses
authorized by the director's resolutions dated September 13, 2000;
(aa) No Pension Plans. There are n pension, profit sharing, group insurance
or similar plans or other deferred compensation plans affecting
Northland Packaging, except as described in Schedule "E";
(bb) No Adverse Events. Since the latest date of the Northland Packaging
Financial Statements:
(i) there has not been any material adverse change in the financial
position or condition of Northland Packaging, its liabilities or
the Assets or any
<PAGE>
damage, loss' or other change in circumstances materially
affecting Northland Packaging, the Business or the Assets or
Northland Packaging's right to carry on the Business, other than
changes in the ordinary course of business, none of which has
been materially adverse;
(ii) there has not been any damage destruction, loss or other event
(whether or not covered by insurance) materially and adversely
affecting Northland Packaging, the Business or the Assets;
(iii)there has not been any material increase in the compensation
payable or to become payable by Northland Packaging to the Seller
or to any of its officers, employees or agents or any bonus,
payment or arrangement made to or with any of them, except as
provided herein and as provided by the Collective Agreement;
(iv) the Business has been, and continues to be carried on in the
ordinary course;
(v) Northland Packaging has not waived or surrendered any right of
material value, except as disclosed ire Schedules "E" and "F";
and
(vi) no capital expenditures have been authorized or made by Northland
Packaging, except in the ordinary course of business;
Income Tax Matters
(cc) Tax Returns. All tax returns and reports of Northland Packaging
required by law to be filed have been filed and are substantially
true, complete and correct, and any taxes payable in accordance with
any return filed by Northland Packaging or in accordance with any
notice of assessment or reassessment issued by any taxing authority
have been so paid;
(dd) Current Taxes. Adequate provisions hav been made, or will be made, for
taxes payable for the current period for which tax returns are not yet
required to be filed and there are no agreements, waivers, or other
arrangements providing for au extension of time with respect to the
filing of any tax return by, or payment of, any tax, governmental
charge or deficiency by Northland Packaging. The Seller is not aware
of any material contingent tax liabilities or any grounds which would
prompt a material reassessment; .
The Assets
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Ownership and Condition
(ee) Business Assets. The Assets comprise all of the property and assets of
the Business and none of the Seller nor any other person, firm or
corporation owns
<PAGE>
any assets used by Northland Packaging in operating the Business,
whether under a lease, rental agreement or other arrangement, except
as disclosed in Schedule
(ff) Title. Northland Packaging is the lega and beneficial owner of the
Assets, free and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever, except as
disclosed in Schedules "E" and "F"9
(gg) Insurance. Northland Packaging maintains a minimum of $7,000,000 of
product liability insurance and a minimum of $5,500,000 of insurance
against loss or damage to the Assets and the Business;
(hh) Material Contracts. The contracts listed in Schedule " D" constitute
all of the Material Contracts of Northland Packaging;
(ii) No Default. There has not been any default in a material obligation of
Northland Packaging or the Seller to be performed under any of the
Material Contracts, each of which is in good standing and in full
force and effect and unamended; and the Seller is not aware of any
default in the obligations of any other party to any of the Material
Contracts;
(jj) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of Northland Packaging,
except pursuant to the Collective Agreement. Northland Packaging is
not obliged to - pay benefits or share profits with any employee after
termination of employment, except as required by law or pursuant to
the Collective Agreement;
(kk) Inventories. No material portion of th inventories of Northland
Packaging is obsolete or unsalable in the usual and ordinary course of
the operation of the Business and such inventories are in good
condition for sale;
(11) Forward Commitments. All outstanding forward commitments by or on
behalf of Northland Packaging for the purchase or sale of its
inventories have been made in; accordance with its normal business
custom;
Equipment
(mm) Equipment. The Equipment has been maintained in a manner consistent
with that of a prudent owner, is in good operating condition and state
of repair, and has no known major faults;
Goodwill and Other Assets
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(nn) Goodwill. Northland Packaging currently carries on the Business only
under the name "Northland Custom Packaging Inc." and under no other
business or trade names. Northland Packaging has carried on the
Business and been known as "Northland Custom Packaging", "Northland"
and "Northland Group". To the best of the knowledge of the Seller,
Northland Packaging has the legal right to use its corporate name and
trade name, and the Seller is unaware of any names similar to
Northland Packaging's name in use in any areas where the Business is
conducted. The Seller has no knowledge of any infringement by
Northland Packaging of any patent, trademark, copyright or trade
secret, nor any knowledge of any infringement by others of the
intellectual property of Northland Packaging;
The Business
(oo) Maintenance of Business. Since the latest date of the Northland
Packaging Financial Statements, the Business has been carried on in
the ordinary course;
(pp) No Ownership of Companies. Northland Packaging does not own any
subsidiary and does not otherwise own, directly or indirectly, any
shares or interest in any other corporation, partnership, joint
venture or firm; and
(qq) To the best of the knowledge of the Seller, Northland Packaging has
conducted, and is conducting, its business in compliance in all
material respects with all applicable laws, regulations, rules,
by-laws, and other lawful requirements of any governmental, municipal,
or regulatory bodies which are applicable to Northland Packaging. The
Seller is not aware of any legislation, regulation, rule or by-law in
force that will render this Agreement, or any part of it, or the
representations . and warranties of the Seller, or any one of such
representations and warranties, invalid or inoperative.
Non-Merger and Survival
-----------------------
3.02 Notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein (unless such waiver expressly
releases a part from any such representation or warranty) or any
investigation made by the Purchaser, the representations and warranties of
the Seller and the Guarantor shall survive the Closing and will remain in
full force and effect for a period of three (3) years thereafter;
Indemnity
---------
3.03 The Seller and the Guarantor agree to jointly and severally indemnify and
save harmless the Purchaser from and against any and all claims, demands,
actions, suits, proceedings, assessments, judgments, damages, costs, losses
and expenses, including any payment made in good faith in settlement of any
claim (subject to the right of the Seller to defend any claim as herein
provided), resulting from the breach by the Seller of any representation or
warranty of the Seller under this Agreement. The Purchaser will assist with
such defence as reasonably required by the Seller, at the Seller's sole
cost. Notice of any such indemnified matter must be promptly
<PAGE>
given to the Seller and the Guarantor and, in order for the indemnity to be
effective, the notice must give a reasonable period of time before a
defence or response is required to be made by law. Further, no settlement
payment may be made by the Purchaser before the Seller and the Guarantor
have been given the opportunity to consent to the terms of settlement or,
alternatively, assume the defence of such indemnified matter.
ARTICLE 4
GUARANTEE BY CHARM
4.01 In consideration of the Purchaser purchasing the Northland Packaging Shares
from the Seller, the Guarantor hereby unconditionally guarantees to the
Purchaser the due and prompt performance by the Seller of the Seller's
covenants and obligations herein.
4.02 The Purchaser may from time to time grant extensions of time or other
indulgences to the Seller as the Purchaser may see fit, without prejudice
to or in any way limiting or lessening the liability of the Guarantor under
this guarantee.
4.03 The Purchaser shall not be bound to exhaust its recourse against the Seller
before being entitled to claim against the Guarantor under this guarantee.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Representations and Warranties
------------------------------
5.01 The Purchaser acknowledges, represents and warrants to the Seller, with the
intent that the Seller will rely thereon in entering into this Agreement
and in completing the transaction contemplated hereby, that:
(a) Incorporation. The Purchaser is a corporation duly incorporated and
validly subsisting under the laws of the Province of British Columbia,
and is in good standing with the office of the British Columbia
Registrar of Companies with respect to the filing of annual reports;
(b) Corporate Capacity. The Purchaser has the power and capacity to own
its assets and to carry on its business as presently being carried on
and proposed to be carried on by it, and to enter into this Agreement
and to carry out the transactions contemplated hereby. Neither the
ownership of its assets nor the nature of its business requires the
Purchaser to register or otherwise be qualified to carry on business
in any other jurisdiction;
(c) Authorization and Enforceability. The execution and delivery of this
Agreement and the completion of the transactions contemplated hereby
have been duly and
<PAGE>
validly authorized by all necessary corporate action on the part of
the Purchaser and this Agreement constitutes a legal, valid and
binding obligation enforceable against it in accordance with its
terms, subject to all applicable corporate and securities laws and
regulations;
(d) Authorized and Issued Capital. The authorized capital of the Purchaser
consists of 100,000,000 common shares without par value and
100,000,000 Class "A" Preference shares without par value, of which
1,500 are designated Class "A" Convertible Voting Preference shares,
Series r. 19,709,209 common shares are issued and outstanding as at
the date of this Agreement. As at the date of this Agreement, except
as described in Schedule "M", no person has any right, agreement or
option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option, for the issue or
allotment of any unissued shares in the capital of the Purchaser or
any other security convertible into or exchangeable or exercisable for
any such shares or to require the Purchaser to purchase, redeem, or
otherwise acquire any of the issued and outstanding common shares of
the Purchaser;
(e) Liti ation. There is no litigation or administrative or governmental
proceeding or inquiry pending, or to the knowledge of the Purchaser,
threatened against or relating to the Purchaser or its business or any
of its assets, nor does the Purchaser know of or have reasonable
grounds for believing that there is any basis for any such action,
proceeding or inquiries;
(f) No Bankruptcy. The Purchaser has not committed an act of insolvency,
nor has it made any voluntary assignment or proposal under the
applicable laws relating to insolvency and bankruptcy and no
bankruptcy petition has been filed or presented against the Purchaser,
nor any order made or resolution passed for the winding up,
dissolution, or liquidation of the Purchaser;
(g) Charter Documents. The charter documents of the Purchase have not been
altered since the incorporation of the Purchaser, except as filed in
the records books of the Purchaser;
(h) Books and Records. The books and records of the Purchase f&ly and
correctly set out and disclose in .all material respects the financial
position of the Purchaser, and all material financial and other
transactions of the Purchaser relating to its business, including any
and all material contracts and any amendments thereto, have been
accurately recorded in such books and records;
(i) and Alberta and is not, to the knowledge of the Purchaser, in default
or contravention of any of the requirements relating thereto under the
securities legislation of such provinces;
(j) As at the date of this Agreement, the Purchaser owns one ,material
subsidiary, being Cryopak (Canada) Corporation, a British Columbia
non-reporting company, which in turn owns Cryopak Corporation, a
Nevada non-reporting company;
(k) To the best of the knowledge of the Purchaser, the Purchaser and its
subsidiaries have conducted, and are conducting, their businesses in
compliance in all material respects with all applicable laws,
regulations, rules, by-laws, and other lawful requirements of any
governmental, municipal, or regulatory bodies which are applicable to
the Purchaser and its subsidiaries. The Purchaser is not aware of any
legislation, regulation, rule or bylaw in force, or proposed, that
will render this Agreement, or any part of it, or the representations
and warranties of the Purchaser, or any one of such representations
and warranties, invalid or inoperative;
(1) The audited consolidated balance sheet of the Purchaser as at March
31, 2000 and the audited consolidated statement of earnings and
retained earnings and changes in the financial position of the
Purchaser for each of the. years ended March 31, 1999 and March 31,
2000, respectively, including all notes thereto, (complete copies of
all of which have been presented to the Seller), were prepared in
accordance with generally accepted accounting principles consistently
applied throughout the periods in respect of which they apply and
correctly, truly, accurately and fairly present the assets,
liabilities (contingent or otherwise), financial condition, financial
position, revenue, earnings (or losses), results of operations and
changes in the financial position of the Purchaser, in all material
respects, on a consolidated basis at such dates and during the periods
covered thereby;
(m) The unaudited quarterly report and consolidated financial statements
of the Purchaser for the financial year quarter ended June 30, 2000
were prepared in accordance with generally accepted accounting
principles consistently applied throughout the period in respect of
which they apply and, subject to year-end adjustments in accordance
with generally accepted accounting principles, truly, accurately and
fairly present the assets, liabilities (contingent or otherwise),
financial condition, financial position, revenue, earnings (or
losses), results of operations and changes in the financial position
of the Purchaser, in all material respects, on a consolidated basis
during the quarterly period covered thereby;
(n) Since the latest dates of the financia statements referred to in
subclauses (n) and (o) above, except as disclosed in writing in this
Agreement, or in a Schedule to this Agreement:
(i) there has not been any materially adverse change in the assets,
liabilities (contingent or otherwise), business, operations, financial
condition, prospects or viability of the Purchaser or any subsidiary
of the Purchaser;
<PAGE>
(ii) there has not been any materially adverse change in the capital or
indebtedness of the Purchaser, or its subsidiaries, on a consolidated
basis and neither the Purchaser nor any of it subsidiaries has
received, or been informed, that it will receive any demand. for
repayment of any such indebtedness; (iii) there has not been any
adverse material change in the financial position of the Purchaser, or
its subsidiaries, on a consolidated basis, and there has not been, nor
is there currently contemplated, any material revaluation of any
assets of the Purchaser or any cancellation or modification of any
debt owed to or any waiver or release of any rights or claims held by
the Purchaser or any of its subsidiaries (except for cancellations,
modifications, waivers or releases in the ordinary course of business
which in the aggregate are not material), or any material increase in
the age of outstanding accounts receivable, the allowance for doubtful
accounts or . bad debt losses of the Purchaser or any of its
subsidiaries; (iv) the Purchaser may incur additional losses during
its financial year quarter ended September 30, 2000; (o) The Purchaser
will use its best efforts to arrange for a discharge of the
obligations and guarantees described in Schedule "N" and, until such
discharge, will indemnify the obligants and guarantors in respect of
any and all liability arising therefrom; and (p) In the event that
Charn's employment with Northland Ice or Northland Packaging is
terminated for any reason, or he is removed as director or officer of
Northland Ice or Northland Packaging, such termination will not, in
itself, constitute a breach of this Agreement. E
Non-Merger and Survival
-----------------------
5.02 Notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein (unless such waiver expressly
releases a part from any such representation or warranty) or any
investigation made by the Seller, the representations and warranties of the
Purchaser shall survive the Closing and will remain in full force and
effect for a period of three (3) years thereafter.
Indemnity
---------
5.03 The Purchaser shall indemnify and save harmless the Seller from and against
any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made
in good faith in settlement of any claim (subject to the right of the
Purchaser to defend any claim as herein provided), resulting from the
breach by the Purchaser of any representation or warranty of the Purchaser
under this Agreement.
<PAGE>
The Seller will assist with such defence as reasonably required by the
Purchaser, at the Purchaser's sole cost.
ARTICLE 6
Patented Funnel Dispenser
-------------------------
6.01 The patties hereto acknowledge and agree that the Patent is not part of the
Assets and that nothing, in this Agreement shall be construed to give
Northland Packaging or the Purchaser any right, title, interest or license
to, or in, the Patent and any prototypes thereof.
6.02 The parties hereto agree that neither the Purchaser nor Northland Packaging
has now any right, title or interest in or to the Patent.
ARTICLE 7
Indebtedness to the Seller and Charn
------------------------------------
7.01 The Purchaser agrees to cause Northland Packaging to pay to the Seller and
Charn on the fifth (5"') business day following the Adjustment Date (the
"Due Date") any bona fide indebtedness as at the Audit Date of Northland
Packaging to the Seller and Charn, respectively. For clarity, it is
understood and agreed that such indebtedness, if any, shall nevertheless be
included in the calculation of Debt for the purposes of section 2.03. All
payments pursuant to this section shall include simple interest, which
shall be calculated on the payment amounts from the Due Date to the actual
payment date at the published prime commercial lending rate of the Royal
Bank of Canada, downtown Vancouver branch.
ARTICLE 8
CLOSING
Closing
-------
8.01 The purchase and. sale of the Northland Packaging Shares and the other
transactions contemplated by this Agreement will be closed at the Place of
Closing and Time of Closing in accordance with the closing procedure set
out in this Article S.
Documents to be Delivered by Seller
-----------------------------------
8.02 On or before the Closing, the Seller will deliver or cause to be delivered
to the Purchaser:
(a) the original or certified copies of the charter documents of Northland
Packaging and all corporate records documents and instruments of
Northland Packaging, the corporate seal of Northland Packaging and all
books and accounts of Northland Packaging; is
<PAGE>
(b) certificates representing the Northland Packaging Shares, duly
endorsed for transfer to the Purchaser, together with duly executed
share certificates respecting the Northland Packaging Shares issued to
the Purchaser and recorded in the share register of Northland
Packaging;
(c) all reasonable consents or approvals required to be obtained by the
Seller and Northland Packaging for the purposes of validly
transferring the Northland Packaging Shares to the Purchaser, and
preserving and maintaining the interest of Northland Packaging under
any and all Material Contracts and in relation to its Assets;
(d) the opinion of legal counsel to Northland Packaging respecting the due
incorporation, organization and good standing of Northland Packaging
and the transfer of the Northland Packaging Shares to the Purchaser,
in form and substance satisfactory to the Purchaser acting reasonably;
(e) current payout statements from all lenders to which monies are owed by
Northland Packaging; .
(f) duly signed consent resolutions of the directors of Northland
Packaging, approving the transfer of the Northland Packaging Shares to
the Purchaser; and
(g) duly signed resignations of all directors ofNorthland Packaging.
Documents to be Delivered by Purchaser
--------------------------------------
8.03 On or before the Closing, the Purchaser.shall deliver or cause to be
delivered to the Seller: (a) a certified resolution of the directors of the
Purchaser approving the transaction contemplated hereby; and (b) a cheque
in the amount of one hundred dollars ($100).
ARTICLE 9
GENES PROVISIONS
Arbitration
-----------
9.01 All disputes arising out of or in connection with this Agreement, or in
respect of any legal relationship associated therewith or derived
therefrom, shall be referred to and finally resolved by arbitration
administered by the British Columbia International Commercial Arbitration
Centre pursuant to its Rules. The place of arbitration shall be Vancouver,
British Columbia, Canada.
<PAGE>
Notice
------
9.02 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the
intended recipient by personal delivery or by prepaid single certified or
registered mail. Any notice delivered by mail shall be deemed to have been
received on the fifth business day after and excluding the date of mailing,
except in the event of a disruption in regular postal service in which
event such notice shall be deemed to be delivered on the actual date of
receipt. Any notice delivered personally shall be deemed to have been
received on the actual date of delivery.
Addresses for Service
---------------------
9.03 The address for service of notice of each of the parties is as follows:
(a) The Seller:
RAISON INVESTMENTS INC.
c/o Charn Rai
490 - 789 West Pender Street
Vancouver, British Columbia
V6C 1H2
(b) The Guarantor:
CHARN RAI
913 Henley Street
New Westminster, British Columbia
V3M 4B9
(c) the Purchaser:
CRYOPAK INDUSTRIES INC.
Suite 1120 - 625 Howe Street
Vancouver, British Columbia
V6C 2T6
Attention: John F. Morgan, Director
Change of Address
-----------------
9.04 Any party may, by notice to the other parties change its address for notice
to some other address in Canada or the United States and will so change its
address for notice whenever the existing address or notice ceases to be
adequate for delivery by hand. A post office box may not be used as an
address for service.
Further Assurances
------------------
9.05 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other parry
may reasonably require to carry out and give effect to the terns and
intention of this Agreement.
Time of the Essence
-------------------
9.06 Time is expressly declared to be of the essence of this Agreement.
Entire Agreement
9.07 The provisions contained herein, including the schedules hereto, constitute
the entire agreement among the Seller and the Purchaser respecting the
subject matter hereof and supersede all previous communications,
representations and agreements, whether verbal or written, among the
Seller, the Guarantor and the Purchaser with respect to the subject matter
hereof.
Expenses
--------
9.08 Each party `hereto shall bear its own expenses in connection with the
preparation of this Agreement and the completion of the transactions
contemplated hereby.
Enurement
---------
9.09 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
Assignment
----------
9.10 This Agreement is not assignable by any party without the prior written
consent of the other parties, which consent may be unreasonably or
arbitrarily withheld.
Counterparts
------------
9.11 This Agreement may be executed in counterparts, each of which when executed
by any party will be deemed to be an original and all of which counterparts
will together constitute one and the same Agreement. Delivery of executed
copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
Headnotes
---------
9.12 The headnotes used in this Agreement are for convenience only and shall
have no bearing upon the legal interpretation of this Agreement.
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the day and year first above written.
CRYOPAK INDUSTRIES INC.
/s/ Harry Bygdnes
-----------------
Harry Bygdnes, President
RAISON INVESTMENTS INC.
/s/ Charn Rai
-------------
Charn Rai, Presidenat
/s/ ______________________
Witness
Schedule "A"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Definition of EBITDA
"EBITDA" means earnings (computed according to Canadian generally accepted
accounting principles) on a consolidated basis for Northland Packaging and
Northland Ice before interest, taxes, depreciation and amortization, exclusive
of revenues from the manufacture and sale of CRYOPAK and exclusive of all
expenses directly attributable to such revenues;
"CRYOPAK" means the Purchaser's patented flexible ice product.
For the purposes of the EBITDA definition only:
1. Northland Packaging and Northland Ice shall be the only companies
within the corporate group to carry on the ice gel and custom
packaging businesses, as is presently the case; and
2. Unless approval is given by Charn, such approval not to be
unreasonably withheld, management salaries and management consulting
fees of Northland Packaging and Northland Ice will be for Charn and
Raj Gill only.
<PAGE>
Schedule "B"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Northland Packaging Financial Statements
See attached financial statements as of August 31, 1999 and February 29, 2000.
<PAGE>
Schedule "C"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Equipment
1. see general collateral description on the security interest registered
by National Leasing Group Inc. on February 18, 1999 (attachment marked
"3").
2. see September 1998 "Lease Agreement" with the North Shore Credit
Union. The second page entitled "Schedule A" sets out the leased
equipment (attachment marked "4").
3. see February, 1999 "Lease Agreement" with Leasecorp Financial Inc.
which sets out three sets of equipment covered by the lease
(attachment marked "5").
4. heated hole punch, "Tricam" filtration system, four conveyers and
racking used to store inventory.
N.B. the extent of Northland Custom Packaging's actual title to the equipment
during the respective lease terms will be determined by the terms and conditions
by each of the individual leases.
<PAGE>
Schedule "D"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Material Contracts
1. Collective Bargaining Agreement dated August 8, 2000.
2. Employment agreements with each of Charn and Raj Gill, dated the date
hereof.
3. current security agreement(s), (ie both general and specific), for
each situation in which Northland Packaging is the
debtor/mortgagor/lessee:
(i) September 22, 1998 "all PAAP" general collateral registration in
favour of North Shore Credit Union. It expires in 2004. A copy of
the PPR print out in respect of this registration is attached,
(marked "18").
(ii) January 28, 1999 all present and after acquired gel packaging
system[s] collateral registration in favour of the North Shore
Credit Union. It expires in 2004. Northland Packaging is the
co-debtor along with Northland Ice. A copy of the PPR print out
in respect of this registration is attached, (marked "19").
(iii)February 18, 1999 specific equipment collateral list in favour
of National Leasing Group Inc. It expires in 2004. The equipment
in question is a "sealer and markem." A copy of the PPR print out
in respect of this registration is attached, (marked "20").
<PAGE>
Schedule "E"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Accounts Payable and Liabilities
1. Up-to-date list of Account Payables and Long Term Liabilities of
Northland Packaging:
See attached one page annotated "Vendor Aged Summary as at
8/17/00" list (marked "22"), as well as the above described
security registrations in Schedule "D" hereof.
2. Material Waivers or Surrenders
(a) Collective Bargaining Agreement dated August 8, 2000.
<PAGE>
Schedule "F"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Permitted Encumbrances
1. see above listed security agreements in Schedule "D".
2. Certain assets used by Northland Packaging are owned by Northland Ice.
3. Certain assets used by Northland Packaging are owned by the Purchaser
or Cryopak Corporation.
<PAGE>
Schedule "G"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Purchaser Interim Financial Statements
See attached financial statements as of June 30, 2000.
CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
ASSETS
Current
Cash $ 2,615,339 $ 184,378
Accounts receivable 699,253 511,501
Inventory 113,104 40,364
Prepaid expenses 121,328 195,670
-------------------------------------------------------------- --------------------- ---------------------
3,549,024 931,913
Term deposit - restricted 132,074 125,649
Investments 75 75
Capital assets 414,426 484,387
Advances to related company 202,557 39,976
Intangibles 541,108 358,767
-------------------------------------------------------------- --------------------- ---------------------
$ 4,839,264 $ 1,940,767
-------------------------------------------------------------- --------------------- ---------------------
LIABILITIES
Current
Accounts payable and accrued liabilities $ 395,360 $ 248,698
Current portion of capital lease obligation 109,782 81,000
-------------------------------------------------------------- --------------------- ---------------------
505,142 329,698
Capital lease obligation 154,352 230,999
Convertible loan 2,628,530 -
Deferred income taxes - 20,467
-------------------------------------------------------------- --------------------- ---------------------
3,288,024 581,164
-------------------------------------------------------------- --------------------- ---------------------
SHAREHOLDERS' EQUITY
Share capital 11,134,436 10,538,617
Equity component of convertible loan 908,073 -
(Deficit) ( 10,491,269) ( 9,179,014)
1,551,240 1,359,603
-------------------------------------------------------------- --------------------- ---------------------
$ 4,839,264 $ 1,940,767
-------------------------------------------------------------- --------------------- ---------------------
</TABLE>
APPROVED BY THE BOARD:
/s/ R. Leigh Jeffs
------------------
Director
/s/ John F. Morgan
------------------
Director
<PAGE>
CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Sales $ 685,031 $ 317,179
Cost of goods sold, Schedule 1 323,771 177,276
Gross profit 361,260 139,903
Operating expenses, Schedule 2 683,081 507,008
Operating loss ( 321,821) ( 367,105)
Other (income) expenses
Filing, listing, and transfer agent fees 3,197 5,125
Other income ( 33,121) -
( 29,924) 5,125
(Loss) for the period ( 291,897) ( 372,230)
(Deficit), beginning of period ( 10,199,372) ( 8,806,785)
(Deficit), end of period $( 10,491,269) $( 9,179,015)
</TABLE>
<PAGE>
CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Operating Activities
Net (loss) for the period $( 291,897) $( 372,229)
Adjustment for:
Amortization 63,665 39,869
( 228,232) ( 332,360)
Other changes in working capital:
Accounts receivable ( 290,696) ( 126,270)
Inventory 55,940 ( 19,756)
Prepaid expenses ( 100,446) ( 181,596)
Accounts payable and accrued liabilities ( 107,030) ( 28,269)
Current portion of capital lease obligation - ( 3,544)
Cash used in operating activities ( 724,446) ( 691,795)
Financing Activities
Issue of shares 204,199 326,167
Capital lease obligation ( 1,968) ( 18,058)
Proceeds from convertible loan 2,081,603 -
Cash provided by financing activities 2,283,834 308,109
Investing Activities
Acquisition of capital assets ( 34,171) ( 81,129)
Advances to(from) related company ( 8,901) 8,893
Purchase of intangibles ( 262,853) -
Cash used in investing activities ( 305,925) ( 72,236)
Increase (decrease) in cash, end of period 1,253,463 ( 455,922)
Cash, beginning of period 1,361,876 765,948
Cash, end of period $ 2,615,339 $ 310,026
</TABLE>
CRYOPAK INDUSTRIES INC.
INTERIM CONSOLIDATED SCHEDULES OF COST OF GOODS SOLD
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited - Prepared by Management)
<TABLE>
Schedule 1
<CAPTION>
2000 1999
-------------------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
Purchases $ 254,559 $ 142,668
Brokerage and tariffs 2,599 1,375
Delivery and freight 28,737 33,233
Equipment and storage costs 37,876 -
-------------------------------------------------------------- --------------------- ---------------------
Total cost of sales $ 323,771 $ 177,276
-------------------------------------------------------------- --------------------- ---------------------
</TABLE>
<PAGE>
Schedule "I"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Purchaser Financial Statements
See attached financial statements as of March 31, 2000.
<PAGE>
Schedule "J"
To the Share Purchase Agreement between Cryopak Industries Inc and Raison
Investments Inc., dated September 14, 2000
Labour Matters
Collective Bargaining Agreement dated August 8, 2000, between Northland
Packaging and the I.W.A. Canada, C.L.C. Local No. 2171.
<PAGE>
Schedule "K"
To the Share Purchase Agreement between Cryopak Industries Inc and Raison
Investments Inc., dated September 14, 2000
Litigation
None.
<PAGE>
Schedule "M"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Options and Warrants
1. Incentive stock options to purchase up to 3,085,000 common shares at
various prices between $0.52 and $0.86;
2. 1999 Stock Option Plan, which authorized the granting of incentive
stock options to purchase up to 3,585,800 common shares at prices in
compliance with the policies of the CDNX, of which 160,000 options are
available to be granted.
3. Share purchase warrants to purchase up to _________222,000 common
shares at various prices between $_______1.00 and $________1.15;
4. Purchase rights in respect of the purchase of up to 2,000,000 common
shares at a price of $0.75 per share, subject to certain performance
criteria in respect of the holder of such rights generating certain
sales revenue for the Purchaser.
5. Debt of $3,637,500 convertible into up to 1,980,416 units, each unit
comprised of one common share and one-half non-transferable share
purchase warrant, each full warrant exercisable for one common share.
<PAGE>
Schedule "N"
To the Share Purchase Agreement between Cryopak Industries Inc. and Raison
Investments Inc., dated September 14, 2000
Obligations and Guarantees
Nothing other than as disclosed in the previous schedules.
