Attached files
Exhibit 10.22
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM
TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT
INFORMATION HAS BEEN REDACTED.
DEED
OF SALE
This
twenty-seventh (27th) day of May, two
thousand twenty-one (2021).
BEFORE Mtre. Angelo Febbraio, the undersigned
Notary for the Province of Québec, practising
in the City of Montréal.
APPEARED:
IFFCO CANADA ENTERPRISE LTD., a legal
person duly constituted under the Business Corporations Act
(Québec), having its domicile at [***], herein acting and
represented by [***], its Authorized Representative, duly
authorized for the purposes hereof by virtue of a unanimous
resolution of the shareholders dated May 27, 2021, a certified
extract of the said resolution remaining hereunto annexed, after
having been acknowledged as true and signed for identification by
the said representative, with and in the presence of the
undersigned Notary;
(hereinafter called
the “Seller”)
AND:
LOOP CANADA INC., a legal person duly
constituted under the Canada
Business Corporations Act, having its domicile at 480
Fernand-Poitras, Terrebonne, Québec, J6Y 1Y4, herein acting
and represented by Daniel Solomita, its President and Secretary,
duly authorized for the purposes hereof by virtue of a resolution
of the board of directors dated May 26, 2021, a certified extract
of the said resolution remaining hereunto annexed, after having
been acknowledged as true and signed for identification by the said
representative, with and in the presence of the undersigned
Notary;
(hereinafter called
the “Buyer”)
WHICH PARTIES HAVE AGREED AS FOLLOWS:
1.
DEFINITIONS
1.1
The terms defined
herein shall have, for all purposes of this Deed the following
meanings, unless the context expressly or by necessary implication
otherwise requires:
(a)
“Deed” means this Deed of
Sale.
(b)
“Immovable” means the emplacement
described in Section 16 hereof.
(c)
“Purchase Agreement” means
collectively, a promise to purchase executed by Loop Industries,
Inc. on April 2, 2021, an amendment to the promise to purchase
executed by Loop Industries, Inc. on April 7, 2021, a
counterproposal executed by the Seller on April 14, 2021, a
counter-counterproposal executed by Loop Industries, Inc. on April
16, 2021, a counter-proposal executed by the Seller on April 23,
2021, a counter-proposal executed by Loop Industries, Inc. on April
26, 2021 and a counter-proposal executed by the Vendor on April 29,
2021 and accepted by Loop Industries, Inc. on May 5, 2021, the
whole as assigned by Loop Industries, Inc. to the Buyer by an
assignment agreement dated May 26, 2021.
(d)
“Purchase Price” has the meaning
set out in Section 9.
2.
SALE
2.1
The Seller hereby
sells, transfers, and assigns all of its rights, title, and
interest in and to, the Immovable to the Buyer, hereto present and
accepting.
3.
TITLE
3.1
The Seller acquired
the Immovable pursuant to a deed of sale under private signature
from Bécancour Magnésium Properties Inc. and registered
at the Land Registry Office for the Registration Division of
Nicolet (Nicolet 2) under number 19 704 670 on
January 25, 2013.
4.
PURCHASE
AGREEMENT
4.1
The parties hereby
acknowledge that this Deed is being executed pursuant to the
Purchase Agreement. The parties acknowledge that except as
otherwise provided in or contemplated by the Purchase Agreement or
this Deed, the terms and conditions of the Purchase Agreement shall
survive the execution and registration of this Deed and remain in
full force and effect. In the case of any conflict or inconsistency
between the terms and conditions of the Purchase Agreement and the
provisions of this Deed, the terms and conditions of the Purchase
Agreement shall prevail.
5.
NO
WARRANTY
5.1
Subject to the
representations and warranties of the Seller in the Purchase
Agreement, the sale of the Immovable is made on an “as is,
where is” basis, including as to all risks and perils to be
borne by the Buyer, including in connection with the quality and
validity of the title of the Immovable, the use and occupancy of
the Immovable, the environmental state of the Immovable including
the nature of the soils and the presence or not of contaminants in
the soils, the underground water, the level of compaction of the
soils and any migration of contaminants outside the battery limit
of the Immovable.
6.
POSSESSION
6.1
The Buyer shall be
owner of all rights, title and interest in the Immovable as of the
date hereof and shall have immediate vacant
possession.
7.
BUYER’S
OBLIGATIONS
7.1
The Buyer
undertakes to pay all municipal and school taxes as well all
property taxes on the Immovable, due and payable, including the
proportion thereof for the current year, as of the date hereof;
and
7.2
The Buyer
undertakes to pay the cost of the present Deed and its
registration, it being understood that each, the Buyer and Seller,
shall assume their own legal fees and disbursements.
8.
REPRESENTATION
AND WARRANTY OF THE SELLER
8.1
The Seller
represents and warrants to the Buyer that it is not a non-resident
of Canada within the meaning of Article 116 of the Income Tax Act (Canada) and of Article
1102.1 of the Taxation Act
(Québec).
9.1
The present sale is
made for and in consideration of the sum of FIVE MILLION NINE
HUNDRED THOUSAND DOLLARS ($5,900,000.00) (the “Purchase Price”), which the Seller
does hereby acknowledge to have received in full from the Buyer,
whereof quit.
10.
ADJUSTMENTS
10.1
The Seller and the
Buyer declare that they have made the adjustments pursuant to the
terms of the Purchase Agreement. The parties hereto undertake to
readjust and pay to the other party the amount of any adjustments
as may be owing to the other party and readjust any errors,
omissions or changes in this agreement on a post-closing
basis.
11.
DECLARATION
BY THE SELLER
11.1
The Seller hereby
certifies that as of the date hereof each of the representations
and warranties made by the Seller in the Purchase Agreement,
including those contained in Section 4.2 of the Purchase Agreement,
are true and correct in all respects. Said representations and
warranties are incorporated into this Deed, as if recited in
full.
12.
GOODS
AND SERVICES TAX (GST) AND QUEBEC SALES TAX (QST)
12.1
The Buyer declares
and warrants that it is duly registered under the provisions of
Part IX of the Excise Tax
Act (R.S.C. 1985, c. E-15), as amended (“ETA”) and Title I of An Act respecting the Quebec Sales Tax
(R.S.Q. c. T-0.1), as amended (“QSTA”) and that its respective GST
and QST registration numbers are as follows:
GST:
● RT0001 and;
QST:
● TQ0001;
12.2
The Seller and the
Buyer declare that the consideration stipulated herein does not
include neither the GST nor the QST.
12.3
The Seller and the
Buyer have determined that the portion of the Purchase Price
allocated to immovable property, within the meaning of the ETA and
the QSTA, is equal to FIVE MILLION NINE HUNDRED THOUSAND DOLLARS
($5,900,000.00).
12.4
The Seller and the
Buyer have determined that the portion of the Purchase Price
allocated to an interest in property other than immovable property,
within the meaning of the ETA and the QSTA, is equal to $0.00 and
that there is no GST or QST payable by the Buyer to the Seller in
respect thereof.
13.
GOVERNING
LAW
13.1
This Deed shall be
governed by the laws of the Province of Québec and the laws of
Canada applicable therein.
14.
FURTHER
ASSURANCES
14.1
Each of the parties
hereto shall from time to time hereafter and upon any reasonable
request of the other, execute and deliver, make or cause to be made
all such further acts, deeds, assurances and things as may be
required or necessary to more effectually implement and carry out
the true intent and meaning of this Deed and the Purchase
Agreement.
15.
LANGUAGE
15.1
The parties hereto
declare that they have specifically requested, and do hereby
confirm their request, that the present Deed be drafted and
executed in the English language. Les parties aux présentes déclarent
qu’elles ont spécifiquement demandé que le
présent acte soit rédigé et signé en anglais et
par les présentes confirment leur dite
demande.
16.1
The immovable
located at 7000 boulevard Raoul-Duchesne, Bécancour,
Québec known and designated as lot SIX MILLION THREE HUNDRED
NINETY-THREE THOUSAND EIGHT HUNDRED NINETY-ONE
(6 393 891) of the Cadastre du Québec, Registration
Division of Nicolet (Nicolet 2).
17.
INFORMATION
REQUIRED BY VIRTUE OF ARTICLE 9 OF AN ACT RESPECTING DUTIES ON TRANSFERS OF
IMMOVABLES
The
Seller and the Buyer (hereinafter respectively called the
“Transferor” and
the “Transferee”
for the purpose of the present declaration) declare
that:
(a)
The Transferor and
its principal residence is:
IFFCO CANADA ENTERPRISE LTD., having its
domicile at [***];
(b)
The Transferee and
its principal residence is:
LOOP CANADA INC., having its domicile at
480 Fernand-Poitras, Terrebonne, Québec, J6Y 1Y4;
(c)
The Immovable is
situated in the City of Bécancour;
(d)
According to the
Transferor and the Transferee, the amount of the consideration for
the transfer of the Immvoable is FIVE MILLION NINE HUNDRED THOUSAND
DOLLARS ($5,900,000.00);
(e)
According to the
Transferor and the Transferee, the amount constituting the basis of
imposition of the transfer duties is FIVE MILLION NINE HUNDRED
THOUSAND DOLLARS ($5,900,000.00);
(f)
The amount of the
transfer duties is ONE HUNDRED FORTY THOUSAND NINE HUNDRED SIXTEEN
DOLLARS ($140,916.00);
(g)
There is not a
transfer of both a corporeal immovable and movables referred to in
section 1.0.1 of said Act.
[Signature Page Follows]
WHEREOF ACT at Montréal, province of Québec under
the number
of the
minutes of the undersigned Notary.
AND AFTER all parties have declared to the undersigned
Notary that they had taken cognizance of the present Deed, that
they had exempted the said Notary from reading same or causing same
to be read, that they accept the use of technologies to execute
these presents as authorized by Order 2020-4304 of the Minister of
Justice dated the thirty-first day of August two thousand twenty
(31 August 2020), identified and acknowledged as true the annexes
thereof and signed remotely in the presence of the undersigned
Notary on the date appearing on their respective electronic
signature.
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IFFCO CANADA ENTERPRISE LTD.
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Per:
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Name:
[***]
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Title:
Authorized Representative
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LOOP CANADA INC.
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Per:
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Name:
Daniel Solomita
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Title:
President and Secretary
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Mtre. Angelo Febbraio, Notary
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