Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 76 363K
Issuer
2: EX-1 Articles of Incorporation 2± 10K
3: EX-2 By-Laws 12± 51K
4: EX-3 Rights of Common Stock 1 8K
5: EX-4 Ron Foster Employment Agreement 11± 48K
6: EX-5 Terry Dingwall Employment Agreement 11± 48K
7: EX-7 Stephen Monaco Employment Agreement 11± 47K
8: EX-8 Pat Cochrane Employment Agreement 11± 48K
9: EX-9 Trevor Park Employment Agreement 4± 19K
10: EX-10 Alain Liberty Employment Agreement 4± 19K
11: EX-11 Stock Option Plan 10± 48K
12: EX-12 Purchase Agreement Dated May 15, 2004 5± 29K
13: EX-13 Norman Arrison Employment Agreement 4± 21K
14: EX-14 Research & Development and Intellectual Property 6± 21K
Assignment Agreement
15: EX-15 Exclusive Licensing Agreement 8± 21K
16: EX-16 Purchase Agreement Dated March 25, 2004 With Sbi 3± 18K
Communications, Inc.
Ex 10.8
PURCHASE AGREEMENT
This purchase agreement ("Agreement") is made and entered into as of this 15th
day of May 2004, by and between Innovative Energy Solutions, Inc., a Alberta,
Canada Corporation, (hereinafter "IESIAC") whose address is Innovative Energy
Solutions, Inc.
1903-121 Avenue North East, Edmonton Alberta, Canada T6S 1B2, Telephone: (780)
475-0023 Fax: (780) 475-9921, E-mail: iESi@telus.net ("Company") and Innovative
Energy Solutions, Inc., (hereinafter "iESi") whose address is 41 North Mojave
Road, Las Vegas, Nevada 89101, with reference to the following facts:
RECITALS
WHEREAS, iESi desires to purchase 100% of the Patents, Licenses, Trademarks,
Assignments and all other intellectual properties, including the equipment and
goodwill ("Operations") of IESIAC of Alberta, Canada Corporation, 1903-121
Avenue North East, Edmonton Alberta, Canada T6S 1B2 ("Property").
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties to this Agreement (collectively
"parties" and individually a "party") agree as follows:
AGREEMENT
1. iESi agrees to purchase all the assets and intellectual properties as
listed in Exhibit "A" of IESIAC for a total purchase price of
$15,800,000. This acquisition shall include all of the equipment of
IESIAC and iESi shall assume the liabilities of IESIAC as outlined on
Exhibit A. The following liabilities are specifically not assumed by
iESi:
a. All other liabilities owed by IESIAC, offices, operating expenses,
leases and other items pertaining to the operation of IESIAC.
2. Payment of the purchase price shall be as follows:
(a) Cash of $800,000. to assume License and/or Patents Liabilities.
(b) Common Stock $ 15,000,000. or 6,000,000 common shares at $2.50 per
share.
(c). To determine fair market value of the assets of IESIAC, an
Determination of Estimated Enterprise Value appraisal will be provided by
an independent professional appraisal company, the cost of which is to be
borne by iESi.
(d) Employment agreement to be issued to the following;
Patrick Cochrane Terry Dingwall
Alain Liberty Trevor Park
3. iESi agrees to issue 6,000,000 shares of common stock to IESIAC or its
shareholders upon iESi execution of the Agreement. IESIAC shall provide all
documents, patents, license agreements, licenses, plans, proposal and all
other items pertaining to the purchased properties.
4. Company represents and warrants that:
IESIAC is a corporation duly formed and validly existing in good standing
under the laws of the Alberta, Canada and has the full right, power, legal
capacity and authority to enter into and carry out the terms of this
Agreement.
(i) Company has good and marketable title to all of the assets and
properties now carried on its books, including those reflected in the most
recent balance sheet contained in the Company Financial Statements, free and
clear of all liens, claims, security interests or other encumbrances except
as those described in the Company Financial; Statements or arising thereafter
in the ordinary course of business (none of which will be material).
(ii) To the best of Company's knowledge there is no claim, proceeding,
litigation or investigation, whether civil or criminal in nature, pending or
threatened against IESIAC or its principals, in any court or by or before any
governmental body or agency, including without limitation any claim,
proceeding or litigation for the purpose of challenging, enjoining or
prevention the execution, delivery or consummation of this Agreement other
than disclosed in Exhibit A.
5. Company represents and warrants that:
(i) Company is a corporation duly formed and validly existing in good
standing under the laws of Alberta Canada and has the full right, power,
legal capacity and authority to enter into and carry out the terms of this
Agreement.
6. Each party ("Indemnifying Party") hereby indemnifies, defends and holds
harmless the other party and its successors, licensees, assigns, and
employees, officers, directors (collectively for the purposes of this
Paragraph "Indemnified Party") from and against any and all liability, loss,
damage, cost and expense, including, without limitation, reasonable
attorney's fees, arising out of any breach, or claim by a third party with
respect to any warranty, representation or agreement made by the Indemnifying
Party herein. The Indemnified Party shall promptly notify the Indemnifying
Party of any claim to which the foregoing indemnification applies and the
Indemnifying Party shall undertake, at its own cost and expense, engage its
own counsel. If the Indemnifying Party fails to promptly appoint competent
and experienced counsel, the Indemnified Party may engage its own counsel and
the reasonable charges in connection therewith shall promptly be paid by the
Indemnifying Party. If the Indemnified Party settles or compromises any such
suit, claim or proceeding, the amount thereof shall be charged to the
Indemnifying Party, provided that the Indemnifying Party's reasonable prior
approval has been secured.
7. The parties hereto agree to execute such further and other documents and to
enter into such further undertakings as may be reasonably necessary to carry
out the full force and intent of this Agreement.
8. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal representatives of the Company, Foster, Cochrane,
Dingwall and upon their respective heirs executors, administrators,
successors and permitted assigns.
9. Any notice required or permitted to be given hereunder may be delivered,
sent by registered mail, postage prepaid, or sent by facsimile, addressed to
the proposed recipient of the notice at the address set out on the first page
hereof or to such other address or addresses as the parties may indicate from
time to time by notice in writing to the others.
10. This Agreement shall in all respects be interpreted, enforced and governed
under the laws of the state of Nevada. The language and all parts of this
Agreement shall be in all cases construed as a whole according to its very
meaning and not strictly for or against any individual party.
11. This Agreement memorializes and constitutes the entire agreement and
understanding between the parties regarding the subject matter hereof, and
supersedes all prior negotiations, proposed agreements and agreements,
whether written or unwritten. The parties acknowledge that no other party,
nor any agent or attorney of any other party, has made any promises,
representations, or warranties whatsoever, expressly or impliedly, which are
not expressly contained in this Agreement, and the parties further
acknowledge that they have not executed this Agreement in reliance upon any
collateral promise, representation, warranty, or in reliance upon any belief
as to any fact or matter not expressly recited in this Agreement. Any
modification to this Agreement shall be made in writing.
12. Should any provision of this Agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and, in lieu of such illegal or
invalid provision, there shall be added a provision as similar in terms and
amount to such illegal or invalid provision as may be possible and, if such
illegal or invalid provision cannot be so modified, then it shall be deemed
not to be a part of this Agreement.
13. For the convenience of the parties, this Agreement may be executed by
facsimile signatures and in counterparts that shall together constitute the
agreement of the parties as one and the same instrument. It is the intent of
the parties that a copy of this Agreement signed by any party shall be fully
enforceable against that party.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
Innovative Energy Solutions, Inc. Innovative Energy Solutions, Inc.
A Canadian Corporation A Nevada Corporation
/s/ Fred Dornan /s/ Patrick Cochrane
Patrick Cochrane
President President & CEO
Date: May 15th, 2004__ Date: May 15th, 2004_
EXHIBIT "A"
Patents
All the listed patents have only been filed in Romania and have been assigned
to IESIAC in a Licensing Agreement from Transterm and Dimitru Fectu:
1. Patent No. 110986 "Process and Installation for Ammonia Heat Pipe
Manufacture"
2. Patent No. 112312 "Heat Pipe Heat Exchanger"
3. Patent No. 114040 "Heat Pipe Heat Exchange"
4. Patent No. 114038 "Heat Pipe, Manufacture Process and Installation for
Manufacture"
5. Patent No. 112313 "Heat Pipe Heat Exchanger"
6. Patent No. 114041 "Centrifugal Heat Pipe Heat Exchanger"
7. Patent No. 114039 "Multi-tublar Heat Pipe"
8. Patent No. 102341 "Process and Installation for Heat Manufacture"
9. Patent No. 114510 "Multi-tublar Heat Pipe Heat Exchanger"
10. Patent No. 114810 "Process and Installation for Pipes Cleaning"
11. Patent No. 17284 "Heat Pipes Steam Generator"
Patents Under Licensing Agreements to IESIAC from Hyunik Yang & HY-EN Research
1. Korean No. 10-2002-0026277 "Energy Generating Device"
2. Korean Patent No. 10-2002-006931 "Apparatus for Generating Hydrogen Gas"
PCT Patent No. KR2003/002395
Oil Remediation, Centrifuge and Boiler Equipment
See attached Equipment List Schedule "B"
Agreements
(a) A Licensing Agreement dated October 24, 2003 from Hyunik Yang and HY-EN
Research Ltd to IESI Canada. These Agreements conveyed the marketing rights to
the Hydrogen Technology.
(b) Memorandum of Understanding & Temporary Licensing Agreement dated May 13,
2004 from Delta-Enviro Tech, Inc. to IESI Canada. These Agreements gave an
exclusive marketing agreement to Delta-Enviro Tech, Inc. for the Mid-East
Arabaic world for both the Heat Pipe and Hydrogen Technology.
(c) Licensing Agreement with Intellectual Property Assignments dated September
8, 2003 from Transterm Corporation and Dumitru Fetcu to IESI Canada. These
Agreements conveyed ownership of eleven patents and all marketing rights to
the Heat Pipe Technology.
(d) A Memorandum of Understanding and Temporary Licensing Agreement dated May
9, 2004 with Omipex Group to retrofit the Steaua Romana Refinery in Romania
with the Heat Pipe Technology.
SCHEDULE "B"
Oil Reclamation Equipment List
As at May 07, 2004
1. One Only Super Sharples Centrifuge, Serial #P3400 $ 179,075.00
2. One Only Centrifuge Stand $ 5,557.50
3. One Only Westfalia OSA 35 Centrifuge Skid, Serial # 1648035 $ 203,775.00
4. Two Only Stainless Steel Heat Exchanges, @ $8,027.50 each $ 16,055.00
5. One Only Double Screen Pot $ 4,322.50
6. One Only Trash Pump $ 3,705.00
7. One Only Viking Feed Pump $ 4,569.50
8. One Only Viking Centrifugal Pump $ 2,470.00
9. One Only Wilden Diaphragm Pump $ 2,311.40
10. One Only Viking L120 Pump $ 2,311.92
11. One Only Stand Alone 200 Amp Main Control Centre $ 8,645.00
12. One Only Portable Lincoln Ranger Welder $ 4,875.00
13. One Only High Pressure Steam Plant, Serial # S-33384 $ 132,600.00
14. One Only Flat Deck Tamdem Trailer, Serial # 2AS9PF4828FB015323 $ 5,590.00
15. One Only Swaco High Speed ALS II Shale Shaker, Serial # 72376 $ 20,895.00
16. One Only Site Office & Parts Skid Trailer $ 22,750.00
17. Miscellaneous Parts and Spares $ 13,000.00
Total $ 632,477.82
PURCHASE AGREEMENT
AMENDMENT NUMBER ONE (1)
September 22, 2004
This purchase agreement ("Agreement") is made and entered into as of this 15th
day of May 2004, by and between Innovative Energy Solutions, Inc., a Alberta,
Canada Corporation, (hereinafter "IESIAC") whose address is Innovative Energy
Solutions, Inc.
1903-121 Avenue North East, Edmonton Alberta, Canada T6S 1B2 , Telephone: (780)
475-0023 Fax: (780) 475-9921, E-mail: iESi@telus.net ("Company") and Innovative
Energy Solutions, Inc., (hereinafter "iESi") whose address is 41 North Mojave
Road, Las Vegas, Nevada 89101, with reference to the following facts:
Agreement Section
Item #2 (a)
Is hereby amended as follows;
(a) Cash of $629,088.74 to assume License and/or Patents Liabilities
IN WITNES S WHEREOF the parties have executed this Agreement as of the date
first above written.
Innovative Energy Solutions, Inc. Innovative Energy Solutions, Inc.
A Canadian Corporation A Nevada Corporation
/s/ Fred Dornan /s/ Patrick Cochrane
Patrick Cochrane
President President & CEO
Date:__________ Date:____________
#
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘SB-2’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 12/27/04 | | 8-A12G |
| | 9/22/04 |
| | 5/13/04 |
| | 5/9/04 |
| | 5/7/04 |
| | 10/24/03 |
| | 9/8/03 |
| List all Filings |
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