Exhibit 2.1
PURCHASE AND SALE AGREEMENT
1. PARTIES
1.1 Wireless Age Communications Inc. (the "Purchaser")
1.2 Phantom Fiber Corporation (the "Vendor")
1.3 Prime Battery Products Limited (the "Corporation")
2. RECITALS
2.1 This agreement sets out the terms and conditions by which the
Purchaser agrees to purchase and the Vendor agrees to sell all of
the shares of the Corporation plus other assets and liabilities
listed in Schedule A. The above will be collectively referred to as
the "Prime Battery Business".
3. PURCHASE AND SALE OF SHARES AND INTELLECTUAL PROPERTY RIGHTS
3.1 The Purchaser agrees to purchase the Prime Battery Business from the
Vendor and agrees to tender in full satisfaction of the purchase
price, seven hundred thousand ("700,000") restricted common shares
of the Purchaser (the "Shares").
3.2 The Purchaser also agrees to issue 200,000 additional restricted
common shares as an Earn Out Arrangement (the "Earn Out") as follows
over a one year period from closing:
3.2.1 50,000 common shares issuable on November 30, 2004, February
28, 2005, May 31, 2005 and August 31, 2005,
3.2.2 Payment of the Earn Out shall be subject to the Corporation
continuing to earn royalties under existing agreements with
Simmtronics Limited and SureCells Portable Power Ltd.
3.3 All restricted common shares issuable pursuant to this Agreement
shall be included in the next available appropriate registration
statement filed by the Purchaser ("Piggy Back Registration Rights").
3.4 The Purchaser further agrees to assume certain assets and
liabilities associated with the Prime Battery Business as listed in
Schedule A of this Agreement.
3.5 The Vendor agrees to sell to the Purchaser the Prime Battery
Business and to accept the Payment in full satisfaction of the
purchase price.
3.6 Each Party agrees to cooperate with the other party and to provide
access to all information reasonably requested by another party to
verify the truthfulness of the representations and warranties
contained herein or in any other collateral document.
3.7 The Purchaser will report the existence of royalties earned from
Simmtronics Limited and SureCells Portable Power Ltd. at November
30, 2004, February 28, 2005, May 31, 2005 and August 31, 2005. The
Vendor has the right to inspect any records of the Purchaser
necessary to verify the royalties reported.
3.8 The effective date of closing of the purchase and sale contemplated
herein shall be September 10th, 2004 (the "Closing Date"). Upon the
closing, the transfer of Shares shall be effective from and after
the effective date of closing.
3.9 The obligation of the Vendor to complete this agreement is subject
only to the following; the representations and warranties of the
Purchaser shall be true in all material respects now and on the
Closing Date.
4. REPRESENTATIONS AND WARRANTIES
Representations and Warranties of the Vendor
4.1 The Vendor and the Corporation represent and warrant as of the date
of execution of this agreement, and as of the Closing Date, as
follows:
4.1.1 The Vendor is duly incorporated and validly subsisting under
the laws of the State of Delaware.
4.1.2 The Corporation is duly incorporated and validly subsisting
under the laws of the Province of Ontario.
4.1.3 The Vendor and the Corporation have full right, power and
capacity to enter into this agreement and perform the
obligations of the Vendor and the Corporation contained
herein.
4.1.4 The execution and delivery of this agreement and the
consummation of the transactions contemplated herein, have
been duly authorized, executed, and delivered by proper
corporate action of the Vendor and the Corporation.
4.1.5 This agreement is valid and binding as against the Vendor and
the Corporation, enforceable against such parties in
accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other laws of general
application affecting the enforcement of creditors rights or
by general principles of equity.
4.1.6 The execution, delivery, or performance of the Vendor and the
Corporation of this agreement, or compliance with the terms
and provisions of this agreement, or the consummation of the
transactions contemplated by this agreement will not:
a) to the best of the knowledge of the Vendor and the
Corporation, without investigation, contravene any
applicable law, statute, rule, regulation, order, writ,
injunction, or decree of any Federal, state, provincial
or local government, court or governmental department,
commission, board, bureau, agency,
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or instrumentality;
b) conflict or be inconsistent with, or result in any
breach of any of the terms, covenants, conditions, or
provisions of, or constitute a default (either
immediately or without notice or the passage of time or
both) under any indenture, mortgage, deed of trust,
credit agreement, or instrument or any other material
agreement or instrument to which any of the Vendor or
the Corporation is a party or by which it may be bound
or to which and of the foregoing may be subject; or
c) violate any provisions of the charter documents or
bylaws or other constituting document of any of the
Vendor or the Corporation.
4.1.7 The Vendor is the legal and beneficial owner of all of the
Prime Battery Assets free of encumbrances.
Representations and Warranties of the Purchaser
4.2 The Purchaser represents and warrants as of the date of execution of
this agreement, and as of the Closing Date, as follows:
4.2.1 The Purchaser is duly incorporated and validly subsisting
under the laws of the state of Nevada.
4.2.2 The Purchaser has full right, power and capacity to enter into
this agreement and perform the obligations of the Purchaser
contained herein.
4.2.3 The execution and delivery of this agreement and the
consummation of the transactions contemplated herein, have
been duly authorized, executed, and delivered by proper
corporate action of the Purchaser.
4.2.4 This agreement is valid and binding as against the Purchaser,
enforceable against such parties in accordance with its terms,
except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization
or other laws of general application affecting the enforcement
of creditors rights or by general principles of equity.
4.2.5 All consents, approvals, qualifications, orders and
authorizations of, or filings with all local, state,
provincial, and federal governmental authorities required on
the part of the Purchaser in connection with the Purchaser's
valid execution, delivery or performance of this agreement,
the offer, sale, issuance or delivery of common shares of the
Purchaser, or the performance by the Purchaser of its
obligations in respect thereof have been obtained and all
required filings have been made or will continue to be made on
a timely basis.
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5. GENERAL
5.1 This Agreement is binding on the parties, and together with the
documents contemplated herein constitutes the whole and complete
statement of agreement between the parties as to the subject matter
hereof.
5.2 Each of the parties hereto agrees to do such further acts and
execute such further documents as may be necessary or appropriate to
give effect to the terms of this Agreement both before and after the
closing.
5.3 The parties attorn to the non-exclusive jurisdiction of the courts
of the Province of Ontario. The laws of the Province of Ontario
shall govern the validity and interpretation of this agreement.
5.4 Each of the parties hereto individually represents and warrants that
it has the right, power, and capacity to enter into and perform is
obligations as set out herein.
5.5 Notices shall be sent by registered mail to the following addresses:
For the Vendor:
Phantom Fiber Corporation
144 Front Street West, Suite 580
Toronto, ON. M5J 2L7
For the Purchaser:
Wireless Age Communications Inc.
13980 Jane Street
King City, Ontario
L7B 1A3
5.6 This agreement is not assignable by the Vendor or the Purchaser,
without written permission of the other.
5.7 The parties confirm that there have been no brokers or finders in
connection with the transactions contemplated herein, and each party
agrees to indemnify the other against and brokers' or finders' fees
or commissions or other compensation sought by persons purporting to
have acted as agent or finder for such party in connection with the
transactions contemplated herein.
5.8 Each party is responsible for his or her or its own expenses,
including professional fees and disbursements and applicable taxes,
in connection with the negotiation, drafting, execution and delivery
of this agreement, and the conduct of any due diligence sought to be
conducted by such party, except as otherwise expressly provide to
the contrary.
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SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF the parties have caused this agreement to be
executed as of the day and year first above written.
Phantom Fiber Corporation
/s/ Jeff Halloran
-------------------------------------
Jeff Halloran, Chief Executive Officer
Witness to Jeff Halloran's signature:
_______________________________
Print Name
_______________________________
Signature
Wireless Age Communications, Inc.
/s/ John G. Simmond
---------------------------------------
John G. Simmond, Chief Executive Officer
Witness to John G. Simmond's signature:
_______________________________
Print Name
_______________________________
Signature
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SCHEDULE A
ASSETS AND LIABILITIES OF THE PRIME BATTERY BUSINESS
The following items are to be considered the complete set of assets to be
purchased and liabilities to be assumed, in addition to the assets and
liabilities in the records of the Prime Battery Products Limited, as a part of
this transaction.
1. All the issued and outstanding common shares of Prime Battery Products
Limited (see attached Balance Sheet as at July 31, 2004)
2. Prime Battery Business assets and liabilities
i. Listed as assets of discontinued operations
Notes receivable 180,000
Accounts receivable 13,975
Deferred costs 33,500
Due to/from related parties 68,121
Equipment, net 2,381
Intangible assets 10,000
-------
Total assets of discontinued operations 307,977
-------
ii. Other liabilities of Pivotal to be assumed
John Simmonds $ 558
Source deductions 21,819
-------
Total $22,377
-------
3. Prime Wireless assets and liabilities
Cash (19,848)
Accounts receivable 15,443
Equipment, net 1,100
Accounts payable 2,563
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Prime Battery Products Limited
Balance Sheet
As at July 31, 2004
ASSETS
Current Assets
Prime Cdn (1,535.18)
Prime USD 10.93
----------
Total Chequing/Savings (1,524.25)
Accounts Receivable
Accounts Receivable 51,376.64
Accounts receivable - USD 3,564.62
----------
Total Accounts Receivable 54,941.26
A/R Clearing USD 0.09
Allowance for Doubtful Accounts (24,009.31)
Prepaids 3,700.00
----------
Total Other Current Assets (20,309.22)
----------
Total Current Assets 33,107.79
Accumulated Amort-Computer (5,091.06)
Computer Software/Hardware - Other 14,119.29
----------
Total Computer 9,028.23
Software/Hardware
----------
Total Fixed Assets 9,028.23
I/C Wireless Age Comm. Inc. (310,550.00)
I/C A C Simmonds/Wireless Srce (41,181.38)
I/C AC Simmonds-DCS Electronics (7,156.54)
I/C Pivotal Self-Service (60,639.55)
I/C Prime Wireless 27,971.76
I/C Simmonds Capital 40,730.00
I/C SMMI 140.60
I/C Trackpower 3,655.53
----------
Total Other Assets (347,029.58)
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TOTAL ASSETS (304,893.56)
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LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable 98,851.38
Accounts Payable - USD 8,524.10
----------
Total Accounts Payable 107,375.48
Other Current Liabilities
Accrued Liabilities 5,679.65
GST Payable 5,750.96
----------
Total Other Current Liabilities 11,430.61
----------
Total Current Liabilities 118,806.09
----------
Total Liabilities Equity 118,806.09
Opening Bal Equity 11,841.79
Retained Earnings (397,419.86)
Net Income (38,121.58)
----------
Total Equity (423,699.65)
----------
TOTAL LIABILITIES & EQUITY (304,893.56)
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