Exhibit
2.4
This Agreement dated effective this 13th day of December, 2005.
BETWEEN:
ADVANCED SAFETY MANAGEMENT LTD., a body
corporate
incorporated under the laws of the Province of Alberta ("ASM")
OF THE FIRST PART
- and -
SCOTT CHISHOLM ("Chisholm")
OF THE SECOND PART
- and -
SECURAC INC., a body corporate
incorporated under the laws of the Province of Alberta (the
"Purchaser")
OF THE THIRD PART
ASSET PURCHASE AGREEMENT
WITNESSETH that in
consideration of the
premises and of the mutual
covenants herein contained the parties hereto covenant and agree,
each with the
other as follows:
SECTION 1 - INTERPRETATION
1.1
Definitions
In this Agreement
and the Schedules thereto, except as otherwise expressly
provided, or unless the context otherwise requires:
1.1.1
"Agreements" means
those agreements and contracts referred to in
paragraph 2.1.2;
1.1.2
"Book of Business"
means the total income
generated by the
Vendor in
respect of the provision of occupational health and safety
services;
1.1.3
"Closing Date" means the 13th day of December, 2005 or such other date
as may be agreed to by the Vendor and the Purchaser;
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2
1.1.4
"Employment Agreement"
means a contract
of employment between the
Purchaser and Chisholm
reflecting the terms
set out in the Expression
of Interest Letter dated November 2, 2005 attached as Schedule
"D";
1.1.5
"Excluded Assets"
means the those assets listed on Schedule "B"
attached hereto;
1.1.6
"Financial Statements"
mean the financial statements of ASM for the
fiscal year ended
September 30,
2004 as prepared by Sladen Moore &
Associates LLP; and the financial statements of ASP for the fiscal
year
ended September 30, 2005 as prepared by ASM.
1.1.7
"Chisholm" means Scott Chisholm, the party of the second part;
1.1.8
"Non-Permitted
Liabilities" means
liabilities
related to
employees
terminated up to and
including the Closing Date and all of the Vendor'
current liabilities
which relate directly to the operation, up to and
including the Closing Date, of the Purchased Business;
1.1.9
"Purchase Price"
shall have the meaning attributed thereto in
Subsection 3.1 hereof;
1.1.10
"Purchased Assets"
shall have the meaning attributed thereto in
Subsection 2.1 hereof;
1.1.11
"Purchased
Business" means
the Vendor' business of providing
occupational health
and safety services located at 2807 - 44th Avenue,
Vernon, BC V1T 7P4;
1.1.12
"Purchaser" means Securac Inc., the party of the third part;
1.1.13 "Securac
Shares" means the "Common Stock" of Securac Corp., the
Purchaser's parent company;
1.1.14 "ASM"
means Advanced Safety Ltd., the party of the first part;
1.1.15 "Time of
Closing" means 10:00 o'clock a.m. (Mountain Standard Time) on
the Closing Date; and
1.1.16 "Vendor"
means ASM, the party of the first part.
1.2
Interpretation
In this Agreement and any amendments thereto, except as otherwise provided,
or
unless the context otherwise requires:
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3
1.2.1
"this Agreement"
means this
Agreement as it may
from time to time be
supplemented or amended by one or more agreements entered into
pursuant
to the applicable provisions hereof;
1.2.2 this
Agreement is divided into numbered sections and the subdivisions
of each such section are called, in descending order, "subsections",
"paragraphs",
"subparagraphs",
"clauses", and "sub-clauses", and all
references in this
Agreement to
particular
subdivisions
are to the
designated subdivisions of this Agreement;
1.2.3 the
words "herein" and
"hereunder"
and other words of
similar import
refer to this Agreement as a whole and not to any particular
section or
other subdivision;
1.2.4 the
headings and
subheadings inserted
in this Agreement are
designed
for convenience
only and do not form a
part of this Agreement nor are
they intended to interpret, define or limit the scope, extent or
intent
of this Agreement or any provision hereof;
1.2.5 any
rule of construction
to the effect
that any ambiguity is to be
resolved against the
drafting party shall not be applicable in the
interpretation of this Agreement;
1.2.6 any
reference herein to
"the best of the
knowledge" of the Vendor (or
words of similar import) will be deemed to mean the actual
knowledge of
the Vendor and the
knowledge the Vendor would have assuming the Vendor
conducted a diligent inquiry into the relevant matter;
1.2.7 the
words "ordinary course" or "normal course" when used in relation
to
the conduct
by the Vendor of the Purchased Business, means any
transaction which constitutes an ordinary day-to-day business activity
of the Vendor
conducted in a commercially reasonable and businesslike
manner, having no
unusual or
special features, and being such as a
corporation or other entity of similar nature and size and engaged
in a
similar business might reasonably be expected to carry out from
time to
time;
1.2.8
words and phrases like "including", "specifically" and "particularly"
when following
any general
statement,
term or matter,
shall not be
construed to limit
such general statement, term or matter to the
specific items or matters set forth immediately following such word or
to similar items or matters, whether or not non-limiting language
(such
as "without
limitation"
or "but not
limited to" or words
of similar
import) is used with
reference thereto but
rather shall be deemed
to
refer to all other items or matters that could reasonably fall within
the broadest possible scope of such general statement, term or
matter;
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1.2.9 all
references to currency herein are deemed to mean Canadian
currency,
unless otherwise specifically stated;
1.2.10 any
reference to a statute
shall include and shall be deemed to be
a
reference to such statute and to the regulations made pursuant
thereto,
with all amendments made thereto and in force from time to time,
and to
any statute or
regulation that may be
passed which has the
effect of
supplementing or
superseding
the statute so referred to or the
regulations made pursuant thereto;
1.2.11 any
reference to
"approval",
"authorization" or
"consent" of a party
means, respectively,
the written approval,
the written
authorization
and the written consent of such party;
1.2.12 words
importing the masculine gender include the feminine or neuter
gender and words in the singular include the plural, and vice versa
and
words importing
individuals shall include firms and corporations, and
vice versa.
1.2.13 any
reference to a Person shall include and shall be deemed to be
a
reference to that Person's successor;
1.2.14 Persons
shall be deemed not to
be dealing "at arm's
length" with one
another if they would not be dealing at arm's length with one another
for the purposes of
the Income Tax Act
(Canada) in effect at the date
of this Agreement; and
1.2.15 "Person"
means and includes any individual, corporation, partnership,
firm, joint
venture, syndicate, association, trust, government,
governmental agency or
board or commission
or authority, and other
forms of entity or organization.
1.3
Schedules
The following
schedules are attached hereto, incorporated herein by reference
and shall be deemed to form a part hereof:
Schedule "A" Assets
Schedule "B" Excluded
Assets
Schedule "C"
Non-Competition Agreement
Schedule "D" Expression
of Interest Letter dated
November 2, 2005
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SECTION 2 - PURCHASE AND SALE OF PURCHASED ASSETS
2.1 Purchased
Assets
Subject to the provisions of this Agreement, the Vendor agrees to sell,
assign
and transfer to the
Purchaser and the
Purchaser agrees to purchase from the
Vendor, effective as
of the close of business on the Closing Date, all of the
property and
assets used in connection with or otherwise relating to the
Purchased Business
(other than the Excluded Assets), whether real or personal,
tangible or intangible, of every kind and description and
wheresoever
situate,
as a going concern (collectively, the "Purchased Assets"), free and
clear of all
liens, charges, encumbrances and interests whatsoever,
including:
2.1.1
Assets - all of the assets described in Schedule "A" hereto;
2.1.2
Agreements - The full benefit of all contracts for the provision by
the
Purchased Business of services and all other contracts,
engagements or
commitments (except as
hereinafter
provided) to which the Vendor is
entitled in connection with the Purchased Business, whether written or
oral;
2.1.3
Licences and Permits -
All licenses,
permits, approvals, consents,
registrations,
certificates and other authorizations required for the
operation of the Purchased Business;
2.1.4
Books and Records - All books and records relating to and including
the
Book of Business
(other than those
required by law to be
retained by
the Vendor, copies of
which will be made available to the Purchaser),
including customer
lists, sales records,
price lists and
catalogues,
sales literature,
advertising material,
employee manuals,
personnel
records, supply
records, inventory
records and
correspondence
files
(together with,
in the case of any
such information
that is stored
electronically, the media on which the same is stored); and
2.1.5
Leasehold Improvements
- All leasehold
improvements of the
Purchased
Business, wherever situate;
2.1.6
Other - All other
property, assets and rights, real or personal,
tangible or intangible, owned by the Vendor or to which it
is entitled
in connection with the Purchased Business.
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SECTION 3 - PURCHASE PRICE
3.1 Purchase
Price and Payment
3.1.1 The
purchase price for the Purchased Assets shall be the sum of
$130,000 (the
"Purchase Price") and
shall be paid by the Purchaser by
way of the issuance of an amount of Securac Shares multiplied by the
last closing price before the Closing Date equaling the Purchase
Price
to the Vendor on the Closing Date.
3.1.2 The
Purchase Price shall be allocated as follows:
(i) Goodwill
and Customer Lists: $120,000.00
(ii)
Equipment, furniture, fixtures: $10,000.00
The Vendor and Purchaser agree to effect such elections as are
required
by CRA in order to give effect to the above allocations.
SECTION 4 - COVENANTS, REPRESENTATIONS,
WARRANTIES OF THE VENDOR
4.1 The Vendor
agrees with and represent and warrant as follows to the
Purchaser and
acknowledge and confirm that the Purchaser is relying on
such covenants,
agreements,
representations
and warranties in
connection with the purchase by the Purchaser of the Purchased
Assets:
4.1.1 ASM
is a corporation
duly incorporated and organized and validly
subsisting in good standing under the laws of the Province of
Alberta;
ASM has the corporate
power to own its
property and to carry on the
Purchased Business as now being conducted by it, is duly qualified
as a
corporation to do business and is in good standing in each
jurisdiction
in which the nature of the Purchased Business or the Purchased
Assets
makes such qualification necessary;
4.1.2 The
Purchased Assets are owned by the Vendor as the legal and
beneficial owner
thereof with good and
marketable
title thereto and
are, as at
Closing Date, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances, interests or
claims
whatsoever except as
disclosed in writing to the Purchaser on the
Closing Date;
4.1.3 No
person, firm or
corporation
has any written or oral agreement,
option, understanding
or commitment, or any right or privilege capable
of becoming an
agreement, for the
purchase from the
Vendor of any of
the Purchased Assets;
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4.1.4
There are no actions,
suits or proceedings
pending against the Vendor
at law or in equity or before or by any federal, provincial,
municipal
or other governmental department, commission, board, bureau, agency
or
instrumentality,
domestic or foreign, which could materially adversely
affect the
title to the Purchased Assets or the ability of the
Purchaser to carry on the Purchased Business;
4.1.5 The
Vendor is not in default or breach of any of the Agreements and
all
are now in good standing and in full force and effect without
amendment
thereto and the Vendor is entitled to all benefits thereunder;
4.1.6 The
Vendor is not a
non-resident of Canada
within the meaning of
the
Income Tax Act (Canada);
4.1.7
There is no
appropriation,
expropriation or
seizure of the
Vendor's
assets that is pending or has been threatened against the
Vendor;
4.1.8 The
Vendor has complied with all laws, statutes, ordinances,
regulations, rules,
judgments,
decrees or orders
applicable
to the
Purchased Business;
4.1.9 The
Vendor will not, without the prior written consent of the
Purchaser
from the date hereof
until the Closing
Date, increase
the number of
employees of the Purchased Business or increase the remuneration of
any
of their employees,
and they will make all payments in respect of such
employees for vacation, Employment Insurance, Canada Pension Plan and
Income Taxes to the Closing Date;
4.1.10 This
Agreement has been duly executed and
delivered by the Vendor and
all conveyancing
documents executed and delivered by the Vendor
pursuant hereto
shall have been duly
executed and delivered by the
Vendor and all corporate action required therefore has been taken or
shall be taken prior
to the Closing Date; this Agreement and the
conveyance documents constitute legal, valid and binding
obligations of
each of the Vendor in accordance with their respective terms;
4.1.11 There are
no financial
commitments which are
outstanding
or due, or
hereafter may become
due, in respect of the Pur
