Exhibit
10.7
SHARE PURCHASE
AGREEMENT
THIS
AGREEMENT is made
effective the 10th day of August, 2009
|
|
INSIGHTFULMIND LEARNING, INC.
, a company incorporated under the
laws of Canada and having registered office at 1600 – 609
Granville Street, Vancouver, British Columbia, V7Y 1C3
|
(hereinafter
called “ IMC ”)
OF THE FIRST PART
|
|
CORONUS
ENERGY CORP. , a company
incorporated under the laws of the state of Delaware and having a
registered office at 14446 North Bluff Road, White Rock, British
Columbia, V4B 3C8.
|
(hereinafter
called “ Coronus ”)
OF THE SECOND PART
|
|
JEFFERSON
THACHUK , an individual,
having a place of residence at 1120 Martin Street, White Rock,
British Columbia, V4B 3V7
|
(hereinafter
called “ Thachuk ”)
OF THE THIRD PART
|
|
MARK
BURGERT , an individual,
having a place of residence at 14446 North Bluff Road, White Rock,
British Columbia, V4B 3C8
|
(hereinafter
called “ Burgert ”)
OF THE FOURTH PART
|
|
RAVEN
KOPELMAN , an individual,
having a place of residence at 2980 152A Street, Surrey, British
Columbia, V4P 1G7
|
(hereinafter
called “ Kopelman ”)
OF THE FIFTH PART
|
|
DAVID
HOLMES , an individual,
having a place of residence at 352 Holborn Street, Coquitlam,
British Columbia, V3K 4E5
|
-2-
(hereinafter
called “ Holmes ”)
OF THE SIXTH PART
|
|
KENNETH
BOGAS , an individual,
having a place of residence at 5212 6th Avenue, Delta, British
Columbia, V4M 1L5
|
(hereinafter
called “ Bogas ”)
OF THE SEVENTH
PART
|
|
JOHN
OMIELAN , an individual,
having a place of residence at 3981–A Kingsway Street,
Burnaby, British Columbia, V5H 1Y7
|
(hereinafter
called “ Omielan ”)
OF THE EIGHTH PART
|
|
Coronus is a
start-up stage company founded to deploy and operate utility-scale
solar power systems in the State of California (the "
Business ");
|
|
|
Burgert is the
President, Secretary, Treasurer and sole director of Coronus and
the owner of the Coronus Share;
|
C. Burgert
is the owner of 250,000 common shares in the capital of IMC (the "
Burgert Shares ");
D.
Thachuk is the owner of
3,275,000 common shares in the capital of IMC;
E. The
Optionees are the owners of the IMC Stock Options;
|
|
IMC has offered
to purchase from Burgert and Burgert has agreed to sell to IMC the
Coronus Share on the terms and conditions set forth
herein;
|
NOW
THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
each with the other as follows:
Where used
herein or in any amendments or schedules hereto, the following
terms shall have the following meanings:
|
|
"
Agreement " means this Share Purchase Agreement including
all schedules, and all instruments supplemental to or in amendment
or confirmation of this Agreement;
|
-3-
|
|
“
Acquisition ” means the acquisition of Coronus Share
by IMC, pursuant to which Coronus will become a wholly-owned
subsidiary of IMC;
|
|
|
“
Business Day ” means any day excepting a Saturday,
Sunday or statutory holiday in Vancouver, British
Columbia;
|
|
|
"
Closing " means the completion of the sale to and purchase
by IMC of the Coronus Share under this Agreement;
|
|
|
“
Closing Date ” means the date on which the Closing
occurs;
|
|
|
" Coronus
Financial Statements " means the audited financial statements
of Coronus for the period ended June 30, 2009;
|
|
|
" Coronus
Share " means one common share in the capital of Coronus, being
all of Coronus' currently issued and outstanding share capital as
at the date hereof;
|
|
|
" IMC Stock
Options " means the stock options of IMC listed in Schedule "A"
hereto, being all of the issued and outstanding stock options of
IMC as at the date hereof;
|
|
|
"
Optionees " means, collectively, Thachuk, Kopelman, Holmes,
Bogas and Omielan;
|
|
|
" OTCBB
" means the Over-The-Counter Bulletin Board;
|
|
|
"
Quarter " means a period commencing on the day immediately
following a Quarter End, and finishing on the subsequent Quarter
End;
|
|
|
" Quarter
End " means, in a given year, March 31, June 30, September 30,
and December 31 of that year; and
|
|
|
" Thachuk
Shares " means the balance of 2,262,500 common shares in the
capital of IMC held by Thachuk, after giving effect to the Transfer
in accordance with this Agreement.
|
Words importing
the singular number include the plural and vice versa and words
importing gender include the masculine, feminine and neuter
genders.
In the absence
of a specific designation of any currency, any undescribed dollar
amount herein will be deemed to refer to United States
dollars.
|
|
Organization
and Headings
|
The division of
this Agreement into Articles and Sections and the insertion of
recitals and headings herein are for convenience of reference only
and will not affect the construction or interpretation of this
Agreement and, unless otherwise stated, all references in this
Agreement or in the Schedules to Articles, Sections and Schedules
refer to Articles, Sections and Schedules of and to this Agreement
or of the Schedules in which such reference is made.
This Agreement
will be governed by and interpreted in accordance with the laws of
the Province of British Columbia and the federal laws of Canada
applicable therein.
-4-
|
|
Incorporation of Schedules
|
The following
schedules are attached to and form part of this
Agreement:
Schedule "A"
– Insightfulmind Learning, Inc. – Outstanding Stock
Options
Based on the
representations and warranties contained in this Agreement and
subject to the terms and conditions hereof, Burgert agrees to sell,
assign and transfer to IMC and IMC agrees to purchase from Burgert,
the Coronus Share effective as of and from the Closing Date, for
the price and in accordance with and subject to the terms and
conditions set forth in this Agreement.
|
|
Burgert will
sell the Coronus Share to IMC for consideration of IMC issuing
1,000,000 common shares, at a deemed value of $0.05 per common
share, (the “ Purchase Shares ”) to Burgert on
the Closing Date. If prior to Closing, there shall be a
reclassification of IMC's common shares, a change in IMC's common
shares into other shares or securities, a subdivision or
consolidation of IMC's common shares into a greater or lesser
number of common shares, or any other capital reorganization, the
respective number of Purchase Shares issued, and their deemed
value, shall be adjusted proportionately.
|
|
|
Burgert
acknowledges that the Purchase Shares will be subject to the Escrow
Agreement.
|
|
|
Burgert
Engagement and Options
|
On the Closing
Date, upon completion of the Acquisition, IMC will:
|
|
engage Burgert
as a consultant to IMC; and,
|
|
|
in
consideration for this engagement, issue to Burgert:
|
|
|
75,000 stock
options entitling Burgert to acquire 75,000 common shares of IMC at
a price of $0.13 per share until April 22, 2015; and
|
|
|
100,000 stock
options entitling Burgert to acquire 100,000 common shares of IMC
at a price of $0.13 per share until March 31, 2016;
|
(collectively,
the " Burgert Options "). The Burgert Options
will not be subject to any vesting provisions. If prior to Closing,
there shall be a reclassification of IMC's common shares, a change
in IMC's common shares into other shares or securities, a
subdivision or consolidation of IMC's common shares into a greater
or lesser number of common shares, or any other capital
reorganization, the respective number and exercise price of the
Burgert Options granted pursuant to section 2.3(b) shall be
adjusted proportionately.
|
|
In
consideration of Burgert paying $1.00 to Thachuk, Thachuk will, and
does hereby agree to, transfer (the " Transfer ") 1,012,500
common shares in the capital of IMC (the " Transfer Shares
") to Burgert not less than 61 days prior to the Closing Date. If
prior to the Transfer, there shall be a reclassification of IMC's
common shares, a change in IMC's common shares into other shares or
securities, a subdivision or
|
-5-
|
|
consolidation
of IMC's common shares into a greater or lesser number of common
shares, or any other capital reorganization, the respective number
of Transfer Shares transferred shall be adjusted
proportionately.
|
|
|
Burgert
acknowledges that the Transfer Shares will be subject to the Escrow
Agreement.
|
|
|
IMC
acknowledges and agrees that as Coronus is not a “reporting
issuer” (or equivalent thereof) in any jurisdiction of
Canada, the Coronus Share is subject to an indefinite restriction
on resale (i.e., a “hold period”) under applicable
Canadian securities laws and IMC will not be able to resell the
Coronus Share until expiration of the applicable hold period (which
hold period will not commence to run until Coronus has become a
"reporting issuer" in a jurisdiction of Canada (which Coronus has
no obligation to become)) other than in accordance with limited
exemptions under applicable securities legislation and regulatory
policy.
|
|
|
Burgert
acknowledges and agrees that the Purchase Shares and the Transfer
Shares will be subject to restrictions on resale and transfer in
accordance with applicable securities laws. Burgert
further acknowledges and agrees that the Purchase Shares and the
Transfer Shares may be subject to additional resale restrictions
based upon Burgert’s jurisdiction of residence and the
jurisdiction of residence of any proposed transferee of the
Purchase Shares or the Transfer Shares, and it is Burgert’s
responsibility to find out what these restrictions are and comply
with same before selling, transferring or otherwise disposing of
the Purchase Shares or the Transfer Shares. Burgert
acknowledges and agrees that the certificates representing the
Purchase Shares and the Transfer Shares will bear such legends as
is required with respect to any such restrictions on resale and
transfer.
|
 |