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ASSET ACQUISITION AGREEMENT
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THIS AGREEMENT is made effective this 20th day of March, 2006.
BETWEEN:
ENVIRONMENTAL CONTROL
CORP., a company incorporated pursuant
to the laws of Newfoundland and Labrador with an office located
at P.O. Box 8340, 85 Kenmount Road, St. John's, Newfoundland,
A1B 3N7;
(the "Vendor")
OF THE FIRST PART
AND:
BOSS MINERALS, INC., a company incorporated pursuant to the
laws of Nevada with an office located at 400 - 318 Homer
Street, Vancouver, British Columbia, V6B 2V2;
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A.
The Vendor is the owner of a 100% interest in all the property,
assets and intellectual property necessary for the
research,
development,
production and manufacture of emission control equipment for
combustion engines
including, without limitation, the assets described in Schedule
"A" hereto
(collectively, the "Assets");
B.
The Vendor has agreed to sell and the Purchaser has agreed to
purchase the Assets upon the following terms and conditions;
and
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and
mutual agreements
and covenants herein contained, the
parties hereby covenant and agree as follows:
1.
VENDOR'S REPRESENTATIONS
The Vendor represents and warrants to the Purchaser now and at
the closing that:
(a) the Vendor is a company duly incorporated under the
Corporations
Act
of Newfoundland and Labrador and is duly organized, validly exists
and
is
in good standing under the laws of Newfoundland and Labrador;
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(b) the Vendor have good and sufficient right and authority to
enter
into
this Agreement on the terms and conditions herein set forth and
to
transfer the legal title and beneficial ownership of the Shares to
the
Purchaser;
(c) the Vendor has good and marketable title to the Assets, all
of
which are free and clear of all liens, charges and encumbrances,
and all of
which Assets are in the possession of or under the control of the
Vendor;
(d) the performance of this Agreement will not be in violation of
the
Memorandum or Articles of the Vendor or any of Agreement to which
any of
the
Vendor is a party and will not give any person or Vendor any right
to
terminate or cancel any agreement or any right enjoyed by the
Vendor and
will
not 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 Shares or the Vendor's assets;
(e) there has been no act of God, damage, destruction, loss,
labour
disruption or trouble, or other event (whether or not covered by
insurance)
materially and adversely affecting any of the Assets or the
organization,
operations, affairs, business, properties, prospects or financial
condition
or
position of the Vendor's business operations;
(f) the Vendor holds, and shall transfer to the Purchasers on
the
Closing Date, all permits, licences, registrations and
authorizations
necessary to own and operate the Assets and carry on its
business;
(g) the Assets constitute all of the rights, assets and
properties
that
are usually and ordinarily used or held for use in connection with
or
otherwise related to the operation of the Vendor's business;
(h) the Vendor has not, directly or indirectly, engaged or
entered
into
any transaction or incurred any liability or obligation which
might
materially and adversely affect any of the Assets or the
organization,
operations, affairs, business, properties, prospects or financial
condition
or
position of the Vendor's business
(i) there is no indebtedness of the Vendor that might, by operation
of
law
or otherwise, now or hereafter constitute or be capable of forming
an
encumbrance upon any of the Assets;
(j)no action, suit, judgment, investigation, inquiry,
assessment,
reassessment, litigation,
determination or administrative or other
proceeding or arbitration before or of any court, arbitrator or
governmental authority is in process, or pending or threatened,
against or
relating to the Vendor's business or any of the Assets and no state
of
facts exists which could constitute the basis therefor;
(k) the Vendor's business complies with all applicable laws,
including
all
environmental, health and safety statutes and regulations;
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(l) there is no written, verbal or implied agreement, option,
understanding or commitment or any right or privilege capable of
becoming
any
of the same, for the purchase from the Vendor of its business or
any of
the
Assets, other than purchase orders accepted by the Vendor in the
usual
and
ordinary course of the operation of its business;
(m) none of the Assets is in any respect infringing the right of
any
person under or in respect of any patent, design, trade mark, trade
name,
copyright or other industrial or intellectual property; and
(n) except as disclosed in this Agreement, neither the Vendor nor
any
of
the Shareholders has any information or knowledge of any fact
relating
to
the Vendor's business, the Assets or any indebtedness of the
business or
the
transactions contemplated hereby which might reasonably be expected
to
affect, materially and adversely, any of the Assets or the
organization,
operations, affairs, properties, prospects or financial condition
or
position of the business.
2.
PURCHASER'S REPRESENTATIONS
The Purchaser represents and warrants to the Vendor now and at
closing
that:
(a) the Purchaser is a corporation duly incorporated, validly
existing
and
in good standing under the laws of Nevada and is a "reporting
Vendor"
in
the United States. The Vendor's shares are quoted for trading on
the OTC
Bulletin Board;
(b) the Purchaser is in good standing with the United States
Securities & Exchange Commission (the "Commission") and the
National
Association of Securities Dealers. All of the Purchaser's filings
submitted
to
the Commission are true and accurate as at the date of such
filing;
(c) as of the date of this Agreement, the Purchaser's
authorized
Shares capital consists of 75,000,000 shares of common stock with a
par
value of $0.001 per share, of which 7,500,000 shares of common
stock are
issued and outstanding as fully paid and non-assessable shares.
In
accordance with the terms of this Agreement, the Purchaser shall
split its
stock following the execution of this Agreement such that each
pre-split
share of common stock shall be exchanged for five shares of
post-split
common stock. No other person shall have any written or verbal
agreement or
option, understanding or commitment or any right or privilege
capable of
becoming an agreement for the purchase of common Shares in the
capital of
the
Purchaser;
(d) the Vend-In Shares (as defined below) will, upon issuance,
be
validly issued, nonassessable and free and clear of all liens,
charges and
encumbrances;
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(e) no person, firm or corporation has any subscripti
