Mindesta Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






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Exhibit 10.1

SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT is made effective as of the 9th day
of September 2014. 

AMONG:


  
    
      MINDESTA INC. a Delaware Corporation (“Mindesta”)
        

    

  



AND: 


  
    
      CTT PHARMACEUTICALS INC. an entity organized under the
        Canadian Corporations Business Act ( the “Company”), 

    

  



AND: 


  
    
      THE SHAREHOLDERS OF THE COMPANY (“Selling
        Shareholders”) 

    

  



WHEREAS: 

	A. 	
      Mindesta will acquire all of the issued and outstanding
      shares of common stock of the Company as more fully set forth herein;
      and

	 	 
	B. 	
      The Selling Shareholders are the registered and
      beneficial owners of all of the issued and outstanding shares of the
      Company’s Class A common Stock( “ Common Stock”);



          NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties covenant and agree as follows:


DEFINITIONS 

1.1     
The following terms have the following meanings, unless the context
indicates otherwise: 

“Agreement” shall mean this
Agreement, and all the exhibits, schedules and other documents attached to or
referred to in this Agreement, and all amendments and supplements, if any, to
this Agreement; 

“Closing” shall mean the
completion of the Transaction, in accordance with this Agreement , at which time
the Closing Documents shall be exchanged by the parties, except for those
documents or other items specifically required to be exchanged at a later time;


“Closing Date” shall mean a date
mutually agreed upon by the parties hereto in writing and subject to the
satisfaction or waiver by Mindesta, the Selling Shareholders and the Company of
the conditions precedent; 

“Closing Documents” shall mean
the papers, instruments and documents required to be executed and delivered at
the Closing pursuant to this Agreement; 




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“Class A Common Stock”
refers to all of the issued and outstanding equity securities of the Company.
Also referred to as “Common Stock” 

“Exchange Act” shall mean the
United States Securities Exchange Act of 1934, as amended; 

“GAAP” shall mean United States
generally accepted accounting principles applied in a manner consistent with
prior periods; 

“Liabilities” shall include any
direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known
or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or
unsecured; 

“Selling Shareholders” are those
shareholders set forth on Schedule 1 executing this Agreement as may be amended
time to time prior to Closing 

“Shareholders” are those
shareholders set forth on Schedule 1 owning all of the outstanding equity
securities of Company.

“SEC” shall mean the Securities
and Exchange Commission; 

“Securities Act” shall mean the
United States Securities Act of 1933, as amended; 

“Taxes” shall include
international, federal, state, provincial and local income taxes, capital gains
tax, value-added taxes, franchise, personal property and real property taxes,
levies, assessments, tariffs, duties (including any customs duty), business
license or other fees, sales, use and any other taxes relating to the assets of
the designated party or the business of the designated party for all periods up
to and including the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any, arising out
of tax assessments; and 

“Transaction” shall mean the
purchase of the Common Stock by Mindesta from the Selling Shareholders in
consideration for the payment of the Purchase Price.

1.2     
Schedules 

The following schedules are attached to
and form part of this Agreement 

	 	Schedule 1 	List of
      Shareholders 






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2.        THE OFFER,
PURCHASE AND SALE OF SHARES 

2.1     
Offer, Purchase and Sale of the Common Stock. 

Subject to the terms and conditions of
this Agreement, the Selling Shareholders hereby covenant and agree to sell,
assign and transfer to Mindesta, and Mindesta hereby covenants and agrees to
purchase from the Selling Shareholders the Series A Common Stock held by the
Selling Shareholders.

2.2     
Consideration 

As consideration for the sale of the
Common Stock by the Selling Shareholders to Mindesta , Mindesta shall issue at
Closing to the Selling Shareholders 140,738,948 shares of Mindesta Common Stock
plus an additional 8,444,337 shares of common stock to be issued to Capital
Financial.

2.3     
Share Exchange Procedure and Representations 

Each Selling Shareholder shall deliver
the Common Stock to Mindesta duly endorsed and duly executed and endorsed in
blank (or accompanied by duly executed stock power duly endorsed in blank), in
each case in proper form for transfer, with signatures guaranteed, and,
if applicable, with all stock transfer and any other required documentary stamps
affixed thereto and with appropriate instructions to allow the transfer agent to
issue certificates for the Mindesta Shares pursuant to the schedule set forth
above.

If any share certificates have not been
issued, the Company’s secretary will be authorized to cancel any shares issued
to a Selling Shareholder subject to the receipt of the Mindesta shares. 

2.4     
Closing Date 

The Closing will take place, subject to
the terms and conditions of this Agreement.

3.        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY 

As of the Closing, the Company represents and warrants to
Mindesta, and acknowledges that Mindesta is relying upon such representations
and warranties, in connection with the execution, delivery and performance of
this Agreement, notwithstanding any investigation made by or on behalf of
Mindesta, as follows: 

3.1     
Organization and Good Standing 

The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the requisite corporate authority to
own, lease and to carry on its business as now being conducted. The Company is
duly qualified to do business and is in good standing as a corporation in each
of the jurisdictions in which the Company owns property, leases property, does
business, or is otherwise required to do so, where the failure to be so
qualified would have a material adverse effect on the business of the Company
taken as a whole.




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3.2     
Authority 

The Company has all requisite corporate
authority to execute and deliver this Agreement and any other document
contemplated by this Agreement (collectively, the “Company Documents”) to
be signed by the Company and to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
each of the Company Documents by the Company and the consummation of the
transactions contemplated hereby have been duly authorized by the Company’s
board of directors. No other corporate or shareholder proceedings on the part of
the Company is necessary to authorize such documents or to consummate the
transactions contemplated hereby. This Agreement has been, and the other Company
Documents when executed and delivered by the Company as contemplated by this
Agreement will be, duly executed and delivered by the Company and this Agreement
is, and the other Company Documents when executed and delivered by the Company
as contemplated hereby will be, valid and binding obligations of the Company
enforceable in accordance with their respective terms except: 

	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.



3.3     
Capitalization of Company 

As of the date of this Agreement, and
as of the Closing Date, all of the issued and outstanding Series A Common Stock
will be duly authorized, are validly issued, were not issued in violation of any
pre-emptive rights and are fully paid and non-assessable, are not subject to
pre-emptive rights and were issued in full compliance with the laws of the state
of its incorporation. There are no agreements purporting to restrict the
transfer of the Common Stock, no voting agreements, shareholders’ agreements,
voting trusts, or other arrangements restricting or affecting the voting of the
Common Stock. Except as set forth on Schedule 1, there are, and will not be at
Closing, any equity securities issued or issuable or other securities which can
be converted into any class of equity securities of Company.

3.4     
Title and Authority of Selling Shareholders 

Each of the Selling Shareholders is and
will be as of the Closing, the registered and beneficial owner of and will have
good and marketable title to the Common Stock held by it and will hold such free
and clear of all liens, charges and encumbrances whatsoever; and such Common
Stock held by such Selling Shareholders have been duly and validly issued and
are outstanding as fully paid and non-assessable equity shares in the capital of
Company. Each of the Selling Shareholders has due and sufficient right and
authority to enter into this Agreement on the terms and conditions herein set
forth and to transfer the registered, legal and beneficial title and ownership
of the Common Stock held by it. 

3.5     
Shareholders of Company 

Schedule 1 contains a true and complete
list of the Selling Shareholders and the number of shares of Common Stock owned
by the Selling Shareholders. There are no other shareholders, warrant holders or option holders of the
Company. There is no person or entity entitled to receive any equity securities,
warrants, options or other instruments that may be converted into equity
securities of Company and that there are no outstanding options, warrants or
other securities as of the date hereof and as of the Closing Date.




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3.6     
Corporate Records of Company 

The Company’s corporate records as
required to be maintained by it pursuant to all applicable laws, are accurate,
complete and current in all material respects, and the minute book of Company
is, in all material respects, correct and contains all records required by all
applicable laws, as applicable, in regards to all proceedings, consents, actions
and meetings of the shareholders and the board of directors of Company. 

3.7     
Non-Contravention 

Neither the execution, delivery and
performance of this Agreement, nor the consummation of the Transaction, will:


	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of the Company
      or any of its subsidiaries under any term, condition or provision of any
      loan or credit agreement, note, debenture, bond, mortgage, indenture,
      lease or other agreement, instrument, permit, license, judgment, order,
      decree, statute, law, ordinance, rule or regulation applicable to the
      Company or any of its subsidiaries, or any of their respective material
      property or assets;

	 	 	 
	 	(b) 	
      violate any provision of the Constitution, Articles of
      Incorporation or bylaws of the Company, any of its subsidiaries (if
      applicable) or any applicable laws; or

	 	 	 
	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to the Company, any of its subsidiaries or any of their
      respective material property or assets.



3.8     
Actions and Proceedings 

There is no basis for and there is no
action, suit, judgment, claim, demand or proceeding outstanding or pending, or
threatened against or affecting Company or which involves any of the business,
or the properties or assets of the Company.

3.9     
Compliance 

	 	(a) 	
      The Company is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute,
      law, ordinance, regulation, rule, decree or other applicable regulation to
      the business or operations of Company;







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	 	(b) 	
      The Company is not subject to any judgment, order or
      decree entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a Company Material Adverse Effect;
    and

	 	 	 
	 	(c) 	
      The Company has duly filed all reports and returns
      required to be filed by it with governmental authorities and has obtained
      all governmental permits and other governmental consents, except as may be
      required after the execution of this Agreement. All of such permits and
      consents are in full force and effect, and no proceedings for the
      suspension or cancellation of any of them, and no investigation relating
      to any of them, is pending or to the best knowledge of Company,
      threatened, and none of them will be adversely affected by the
      consummation of the Transaction; and

	 	 	 
	 	(c) 	
      The Company has operated in compliance with all laws,
      rules, statutes, ordinances, orders and regulations applicable to its
      business. Company has not received any notice of any violation thereof,
      nor is Company aware of any valid basis therefore.



3.10    Filings,
Consents and Approvals 

No filing or registration with, no
notice to and no permit, authorization, consent, or approval of any public or
governmental body or authority or other person or entity is necessary for the
consummation by Company or the Selling Shareholders of the Transaction
contemplated by this Agreement or to enable Mindesta to continue to conduct its
business after the Closing Date in a manner which is consistent with that in
which the business is presently conducted. 

3.11    Financial
Representations

The audited balance sheets for Company
for its last two fiscal (the “Company Accounting Date”), together with
related statements of operations and comprehensive loss, statement of cash flows
income, statement of changes in shareholder’s equity for such fiscal years and
interim period then ended (collectively, the “Company Financial
Statements”) supplied by the Company are:

(a)      in accordance
with the books and records of the Company; 

(b)      present fairly
the financial condition of Company as of the respective dates indicated and the
results of operations for such periods; and 

(c)      have been
prepared in accordance with U.S. GAAP. 

The Company has not received any advice
or notification from its independent certified public accountants that Company
has used any improper accounting practice that would have the effect of not
reflecting or incorrectly reflecting in the Company Financial Statements or the
books and records of Company, any properties, assets, Liabilities, revenues, or
expenses. The books, records, and accounts of Company accurately and fairly
reflect, in reasonable detail, the assets, and Liabilities of Company. The
Company has not engaged in any transaction, maintained any bank account, or used
any funds of the Company, except for transactions, bank accounts, and funds
which have been and are reflected in the normally maintained books and records
of the Company. 




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3.12    Absence of
Undisclosed Liabilities 

At Closing the Company will not have
any material Liabilities or obligations either direct or indirect, matured or
unmatured, absolute, contingent or otherwise that exceed $2,500 which: (a) are
not set forth in the Company Financial Statements or have not heretofore been
paid or discharged; (b) did not arise in the regular and ordinary course of
business under any agreement, contract commitment, lease or plan specifically
disclosed in writing to Mindesta; or (c) have not been incurred in amounts and
pursuant to practices consistent with past business practice, in or as a result
of the regular and ordinary course of its business since the date of the last
Company Financial Statements 

3.13    Tax Matters


	 	(a) 	
      As of the date hereof:




	 	(i) 	
      the Company has timely filed all tax returns in
      connection with any Taxes which are required to be filed on or prior to
      the date hereof, taking into account any extensions of the filing
      deadlines which have been validly granted to Company, and

	 	 	 
	 	(ii) 	
      all such returns are true and correct in all material
      respects;




	 	(b) 	
      The Company has paid, all taxes that have become or are
      due with respect to any period ended on or prior to the date hereof, and
      has established an adequate reserve therefore on its balance sheets for
      those Taxes not yet due and payable, except for any Taxes the non- payment
      of which will not have a Company Material Adverse Effect;

	 	 	 
	 	(c) 	
      The Company is not presently under or has not received
      notice of, any contemplated investigation or audit by regulatory or
      governmental agency of body or any foreign or state taxing authority
      concerning any fiscal year or period ended prior to the date
  hereof;

	 	 	 
	 	(d) 	
      All Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate governmental agency; and

	 	 	 
	 	(e) 	
      To the best knowledge of the Company, the Company’s
      Financial Statements contain full provision for all Taxes including any
      deferred Taxes that may be assessed to Company for the accounting period
      ended on the Company Accounting Date or for any prior period in respect of
      any transaction, event or omission occurring, or any profit earned, on or
      prior to the Company Accounting Date or for any profit earned by Company
      on or prior to the Company Accounting Date or for which Company is
      accountable up to such date and all contingent Liabilities for Taxes have
      been provided for or disclosed in the Company Financial
  Statements.







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3.14    Absence of
Changes 

Since the Company Accounting Date, the
Company has not: 

	 	(a) 	
      incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any lien or encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any material
      damage or risk of material loss to it or any of its assets or
      properties;

	 	 	 
	 	(b) 	
      sold, encumbered, assigned or transferred any material
      fixed assets or properties except for ordinary course business
      transactions consistent with past practice;

	 	 	 
	 	(c) 	
      created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of Company or its subsidiaries to any mortgage, lien,
      pledge, security interest, conditional sales contract or other encumbrance
      of any nature whatsoever;

	 	 	 
	 	(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;

	 	 	 
	 	(e) 	
      declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;

	 	 	 
	 	(f) 	
      suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;

	 	 	 
	 	(g) 	
      suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);

	 	 	 
	 	(h) 	
      received notice or had knowledge of any actual or
      threatened labor trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;

	 	 	 
	 	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $2,500;

	 	 	 
	 	(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;







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	 	(k) 	
      entered into any transaction other than in the ordinary
      course of business consistent with past practice; or

	 	 	 
	 	(l) 	
      agreed, whether in writing or orally, to do any of the
      foregoing.



3.15    Absence of
Certain Changes or Events 

Since the date of the financial
statements or audited financial statements, there has not been:

	 	(a) 	
      any material change in the financial condition of the
      Company; or

	 	 	 
	 	(b) 	
      any material change by the Company in its accounting
      methods, principles or practices.



3.16    Subsidiaries


The Company does not have any
subsidiaries.

3.17    Personal and
Property 

The Company possesses, and has good and
marketable title of all property necessary for the continued operation of the
business of the Company as presently conducted and as represented to Mindesta.
All such property is used in the business of the Company. All such property is
in reasonably good operating condition (normal wear and tear excepted), and is
reasonably fit for the purposes for which such property is presently used. All
material equipment, furniture, fixtures and other tangible personal property and
assets owned or leased by Company is owned by Company free and clear of all
liens, security interests, charges, encumbrances, and other adverse claims,
except as set forth herein: 

3.18    Intellectual
Property 

(a)     
Intellectual Property Assets 

The Company owns or holds an interest
in all intellectual property assets necessary for the operation of the business
of Company as it is currently conducted (collectively, the “Intellectual
Property Assets”), including: 

	 	(1) 	
      all functional business names, trading names, registered
      and unregistered trademarks, service marks, and applications
      (collectively, the “Marks”);

	 	 	 
	 	(2) 	
      all patents, patent applications, and inventions,
      methods, processes and discoveries that may be patentable (collectively,
      the “Patents”);

	 	 	 
	 	(3) 	
      all copyrights in both published works and unpublished
      works (collectively, the “Copyrights”); and

	 	 	 
	 	(4) 	
      all know-how, trade secrets, confidential information,
      customer lists, software, technical information, data, process technology,
      plans, drawings, and blue prints owned, used, or licensed by Company as
      licensee or licensor (collectively, the “Trade
  Secrets”).







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3.19    Insurance


The assets owned by Company are not
insured 

3.20    Employees and
Consultants 

All employees and consultants of
Company have been paid all salaries, wages, income and any other sum due and
owing to them by Company, as at the end of the most recent completed pay period.
To the best knowledge of the Company, no employee of the Company is in violation
of any term of any employment contract, non-disclosure agreement,
non-competition agreement or any other contract or agreement relating to the
relationship of such employee with Company or any other nature of the business
conducted or to be conducted by Company.

3.20    Real Property


The Company does not own any real
property. Each of the leases, subleases, claims or other real property interests
(collectively, the “Leases”) to which the Company is a party or is bound
is legal, valid, binding, enforceable and in full force and effect in all
material respects. All rental and other payments required to be paid by Company
pursuant to any such Leases have been duly paid and no event has occurred which,
upon the passing of time, the giving of notice, or both, would constitute a
breach or default by any party under any of the Leases. The Leases will continue
to be legal, valid, binding, enforceable and in full force and effect on
identical terms following the Closing Date. Company has not assigned,
transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in
the Leases or the leasehold property pursuant thereto.

3.21    Material
Contracts and Transactions 

All material contracts, agreements,
licenses, permits, arrangements, commitments, instrument or contract to which
the Company is a party (each, a “Contract”). Each Contract is in full
force and effect, and there exists no material breach or violation of or default
by Company under any Contract, or any event that with notice or the lapse of
time, or both, will create a material breach or violation thereof or default
under any Contract by the Company. The continuation, validity, and effectiveness
of each Contract will in no way be affected by the consummation of the
Transaction contemplated by this Agreement. There exists no actual or threatened
termination, cancellation, or limitation of, or any amendment, modification, or
change to any Contract. 

3.22    Certain
Transactions 

The Company is not a guarantor or
indemnitor of any indebtedness of any third party, including any person, firm or
corporation. 

3.23    Completeness
of Disclosure 

No representation or warranty by the
Company in this Agreement contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not materially misleading. 




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	4. 	
      REPRESENTATIONS AND WARRANTIES OF EACH SELLING
      SHAREHOLDER

	 	 
		
      As of the Closing, each Selling Shareholder, individually
      and not as a group, represents and warrants to Mindesta, and acknowledges
      that Mindesta is relying upon such representations and warranties, in
      connection with the execution, delivery and performance of this Agreement,
      notwithstanding any investigation made by or on behalf of Mindesta, as
      follows:



4.1     
Title to the Class A Common Stock 

As of the Closing Date the Class A
Common Stock owned by the Selling Shareholder is owned free and clear of all
liens and encumbrances. There is no agreement or restriction on the Selling
Shareholder restricting or prohibiting the transfer of the Class A Common Stock.
No third party approval is necessary to transfer the Class A Common Stock. 

4.2     
Status of the Selling Shareholder 

The Selling Shareholder is either an
accredited or sophisticated investor. The Selling Shareholder has received
satisfactory answers to any questions submitted to Mindesta. The Selling
Shareholder has reviewed the Mindesta filings as submitted to the United States
Securities and Exchange Commission.

4.3     
Resale Restrictions and Investment Intent. 

The Selling Shareholder acknowledge and
agree that the Mindesta Shares are being issued for investment purposes only
pursuant to an exemption from the prospectus and registration requirements of
the Securities Act. As required by applicable securities law, the Selling
Shareholder agrees to abide by all applicable resale restrictions and hold
periods imposed by all applicable securities legislation. All certificates
representing the Mindesta Shares issued on Closing will be endorsed with a
restrictive legend similar in form and substance to the following: “NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE 


  
    
      
        BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
          AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
          REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
          STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
          PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
          FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
          1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
          LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
          PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” 

      

    

  






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	5. 	
      REPRESENTATIONS AND WARRANTIES OF
  MINDESTA



As of the Closing, Mindesta represents
and warrants to the Company and the Selling Shareholders and acknowledge that
the Company and the Selling Shareholders are relying upon such representations
and warranties in connection with the execution, delivery and performance of
this Agreement, notwithstanding any investigation made by or on behalf of the
Company or the Selling Shareholders, as follows: 

5.1     
Organization and Good Standing 

Mindesta is a corporation duly
incorporated, organized, validly existing and in good standing under the laws of
the state of Delaware. Mindesta has all requisite corporate authority to own,
lease and to carry on its business as now being conducted. It is qualified to do
business and is in good standing in each of the jurisdictions in which it owns
property, leases property, does business, or is otherwise required to do so,
where the failure to be so qualified would have a material adverse effect on the
businesses, operations, or financial condition of Mindesta or Mindesta Company.


5.2     
Authority 

Mindesta has all requisite corporate
authority to execute and deliver this Agreement and any other document
contemplated by this Agreement (collectively, the “Mindesta Documents”)
to be signed by each and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of the Mindesta
Documents and the consummation of the transactions contemplated hereby have been
duly authorized by Mindesta’s board of directors. No other corporate proceedings
or third party consents, including but not limited to the Securities and
Exchange Commission is necessary to authorize such documents or to consummate
the transactions contemplated hereby. This Agreement has been, and the other
Mindesta Documents when executed and delivered by Mindesta as contemplated by
this Agreement will be, duly executed and delivered by Mindesta and this
Agreement is, and the other Mindesta Documents when executed and delivered by
Mindesta, as contemplated hereby will be, valid and binding obligations of
Mindesta enforceable in accordance with their respective terms, except: 

	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.



5.3     
Capitalization of Mindesta

As of the Closing Date, all of the
issued and outstanding shares of Mindesta will be duly authorized, are validly
issued, were not issued in violation of any pre-emptive rights and are fully
paid and non-assessable, are not subject to pre-emptive rights and were issued
in full compliance with all federal, state, and local laws, rules and
regulations. There has been no change in the Mindesta’s financial statements or
the number of issued and outstanding shares of common stock authorized since
June 30, 2014 as reported in Mindesta’s quarterly report as filed with the Securities and Exchange Commission.
Mindesta has not issued any options or other instruments which can be converted
into common stock since the date of Mindesta’s June 30, 2014 quarterly report
and through the date of Closing 




- 13 - 

5.4     
Corporate books and records 

The corporate records of Mindesta, as
required to be maintained by it pursuant to the laws of the State of Delaware,
are accurate, complete and current in all material respects, and the minute book
of Mindesta is, in all material respects, correct and contains all material
records required by the law of the State of Delaware in regards to all
proceedings, consents, actions and meetings of the shareholders and the board of
directors of Mindesta. 

5.5     
Non-Contravention 

Neither the execution, delivery and
performance of this Agreement, nor the consummation of the Transaction, will:


(a) conflict with, result in a
violation of, cause a default under (with or without notice, lapse of time or
both) or give rise to a right of termination, amendment, cancellation or
acceleration of any obligation contained in or the loss of any material benefit
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the material properties or assets of Mindesta under any
term, condition or provision of any loan or credit agreement, note, debenture,
bond, mortgage, indenture, lease or other agreement, instrument, permit,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Mindesta or any of its material property or assets; 

(b) violate any provision of the
applicable incorporation or charter documents of Mindesta; or 

(c) violate any order, writ,
injunction, decree, statute, rule, or regulation of any court or governmental or
regulatory authority applicable to Mindesta or any of its material property or
assets. 

5.6     
Actions and Proceedings 

To the best knowledge of Mindesta,
there is no claim, charge, arbitration, grievance, action, suit, investigation
or proceeding by or before any court, arbiter, administrative agency or other
governmental authority now pending or, to the best knowledge of Mindesta,
threatened against Mindesta which involves any of the business, or the
properties or assets of Mindesta that, if adversely resolved or determined,
would have a material adverse effect on the business, operations, assets,
properties, prospects or conditions of Mindesta taken as a whole (a “Mindesta
Material Adverse Effect”). There is no reasonable basis for any claim or
action that, based upon the likelihood of its being asserted and its success if
asserted, would have such a Mindesta Material Adverse Effect. 

5.7     
Compliance 

(a) To the best knowledge of Mindesta,
Mindesta is in compliance with, is not in default or violation in any material
respect under, and has not been charged with or received any notice at any time
of any material violation of any statute, law, ordinance, regulation, rule,
decree or other applicable regulation to the business or operations of Mindesta;





- 14 - 

(b) To the best knowledge of Mindesta,
Mindesta is not subject to any judgment, order or decree entered in any lawsuit
or proceeding applicable to its business and operations that would constitute a
Mindesta Material Adverse Effect; 

(c) Mindesta has duly filed all
reports and returns required to be filed by it with governmental authorities and
has obtained all governmental permits and other governmental consents, except as
may be required after the execution of this Agreement. All of such permits
and consents are in full force and effect, and no proceedings for the suspension
or cancellation of any of them, and no investigation relating to any of them, is
pending or to the best knowledge of Mindesta, threatened, and none of them will
be affected in a material adverse manner by the consummation of the Transaction;
and 

(d) Mindesta has operated in material
compliance with all laws, rules, statutes, ordinances, orders and regulations
applicable to its business. Mindesta has not received any notice of any
violation thereof, nor is Mindesta aware of any valid basis therefore. 

5.8     
Filings, Consents and Approvals 

No filing or registration with, no
notice to and no permit, authorization, consent, or approval of any public or
governmental body or authority or other person or entity is necessary for the
consummation by Mindesta of the Transaction contemplated by this Agreement to
continue to conduct its business after the Closing Date in a manner which is
consistent with that in which it is presently conducted. 

5.9     
SEC Filings 

Mindesta has furnished or made
available to the Company and the Selling Shareholders a true and complete copy
of each report, schedule, registration statement and proxy statement filed by
Mindesta with the SEC (collectively, and as such documents have since the time
of their filing been amended, the “Mindesta SEC Documents”). As of their
respective dates, the Mindesta SEC Documents complied in all material respects
with the requirements of the Securities Act, or the Exchange Act, as the case
may be, and the rules and regulations of the SEC thereunder applicable to such
Mindesta SEC Documents.

5.10    Financial
Representations 

Included with the Mindesta SEC
Documents are true, correct, and complete copies of the financial statements of
Mindesta (the “Mindesta Accounting Date”), together with related
statements of income, cash flows, and changes in shareholder’s equity for the
fiscal year and interim period then ended (collectively, the “Mindesta
Financial Statements”). The Mindesta Financial Statements: 

(a) are in accordance with the books
and records of Mindesta; 

(b) present fairly the financial
condition of Mindesta as of the respective dates indicated and the results of
operations for such periods; and 

(c) have been prepared in accordance
with GAAP. 

Mindesta has not received any advice or
notification from its independent certified public accountants that Mindesta has
used any improper accounting practice that would have the effect of not reflecting or incorrectly
reflecting in the Mindesta Financial Statements or the books and records of
Mindesta, any properties, assets, Liabilities, revenues, or expenses. The books,
records, and accounts of Mindesta accurately and fairly reflect, in reasonable
detail, the assets, and Liabilities of Mindesta. Mindesta has not engaged in any
transaction, maintained any bank account, or used any funds of Mindesta, except
for transactions, bank accounts, and funds which have been and are reflected in
the normally maintained books and records of Mindesta. 




- 15 - 

5.11    Absence of
Undisclosed Liabilities 

As of the date of the financial
statements, Mindesta has no material Liabilities or obligations either direct or
indirect, matured or unmatured, absolute, contingent or otherwise, which: 

(a) are not set forth in the Mindesta
Financial Statements or have not heretofore been paid or discharged; 

(b) did not arise in the regular and
ordinary course of business under any agreement, contract, commitment, lease or
plan specifically disclosed in writing to Company; 

(c) have not been incurred in amounts
and pursuant to practices consistent with past business practice, in or as a
result of the regular and ordinary course of its business since the date of the
last Mindesta Financial Statements; or 

(d) have any material affect on the
operations of the Company. 

5.12    Tax Matters


As of the date hereof: 

(a) Mindesta has timely filed all tax
returns in connection with any Taxes which are required to be filed on or prior
to the date hereof, taking into account any extensions of the filing deadlines
which have been validly granted to them, and 

(b) All such returns are true and
correct in all material respects; 

(c) Mindesta has paid all Taxes that
have become or are due with respect to any period ended on or prior to the date
hereof; 

(d) Mindesta has complied with an
Internal Revenue Service investigation and all liabilities due pursuant to this
investigation have been satisfied or discharged. Further, there has been no
other investigation by any foreign or state taxing authority concerning any
fiscal year or period ended prior to the date hereof; 

(e) All Taxes required to be withheld
on or prior to the date hereof from employees for income Taxes, social security
Taxes, unemployment Taxes and other similar withholding Taxes have been properly
withheld and, if required on or prior to the date hereof, have been deposited
with the appropriate governmental agency; and 

(f) To the best knowledge of Mindesta,
the Mindesta Financial Statements contain full provision for all Taxes including
any deferred Taxes that may be assessed to Mindesta for the accounting period
ended on the Mindesta Accounting Date or for any prior period in respect of any
transaction, event or omission occurring, or any profit earned, on or prior to the Mindesta Accounting Date or for
any profit earned by Mindesta on or prior to the Mindesta Accounting Date or for
which Mindesta is accountable up to such date and all contingent Liabilities for
Taxes have been provided for or disclosed in the Mindesta Financial Statements. 




- 16 - 

5.13    Absence of
Changes 

Since the date of the Financial
Statements, and as of the Closing, except as disclosed in the Public SEC
Documents and except as contemplated in this Agreement, Mindesta has not: 

(a) Incurred any Liabilities, other
than Liabilities incurred in the ordinary course of business consistent with
past practice, or discharged or satisfied any lien or encumbrance, or paid any
Liabilities, other than in the ordinary course of business consistent with past
practice, or failed to pay or discharge when due any Liabilities of which the
failure to pay or discharge has caused or will cause any material damage or risk
of material loss to it or any of its assets or properties; 

(b) Sold, encumbered, assigned or
transferred any material fixed assets or properties; 

(c) Created, incurred, assumed or
guaranteed any indebtedness for money borrowed, or mortgaged, pledged or
subjected any of the material assets or properties of Mindesta to any mortgage,
lien, pledge, security interest, conditional sales contract or other encumbrance
of any nature whatsoever; 

(d) Made or suffered any amendment or
termination of any material agreement, contract, commitment, lease or plan to
which it is a party or by which it is bound, or cancelled, modified or waived
any substantial debts or claims held by it or waived any rights of substantial
value, other than in the ordinary course of business; 

(e) Declared, set aside or paid any
dividend or made or agreed to make any other distribution or payment in respect
of its capital shares or redeemed, purchased or otherwise acquired or agreed to
redeem, purchase or acquire any of its capital shares or equity securities; 

(f) Suffered any damage, destruction
or loss, whether or not covered by insurance, that materially and adversely
effects its business, operations, assets, properties or prospects; 

(g) Suffered any material adverse
change in its business, operations, assets, properties, prospects or condition
(financial or otherwise); 

(h) Received notice or had knowledge
of any actual or threatened labor trouble, termination, resignation, strike or
other occurrence, event or condition of any similar character which has had or
might have an adverse effect on its business, operations, assets, properties or
prospects; 

(i) Made commitments or agreements for
capital expenditures or capital additions or betterments exceeding in the
aggregate $1,000; 

(j) Other than in the ordinary course
of business, increased the salaries or other compensation of, or made any
advance (excluding advances for ordinary and necessary business expenses) or
loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to
which any of its employees or directors may be entitled; or (k) Agreed, whether
in writing or orally, to do any of the foregoing. 




- 17 - 

5.14    Absence of
Certain Changes or Events 

Since the date of the financial
statements, except as and to the extent disclosed in the Mindesta SEC Documents,
there has not been: 

(a) a Mindesta Material Adverse
Effect; or 

(b) any material change by Mindesta in
its accounting methods, principles or practices. 

5.15    Personal
Property and Mining claims 

There are no material equipment,
furniture, fixtures and other tangible personal property and assets owned or
leased by Mindesta, except as disclosed in the Mindesta SEC Documents. Mindesta
does not own any mining claims or rights to obtain any interests in mining
claims or working interests in any mineral properties.

5.16    No Brokers


Mindesta has not incurred any
obligation or liability to any party for any brokerage fees, agent’s
commissions, or finder’s fees in connection with the Transaction contemplated by
this Agreement. 

5.17    Completeness
of Disclosure 

No representation or warranty by
Mindesta in this Agreement nor any certificate, schedule, statement, document or
instrument furnished or to be furnished to Company pursuant hereto contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact required to be stated herein or therein or necessary to
make any statement herein or therein not materially misleading. 

	6. 	
      CLOSING CONDITIONS



6.1     
Conditions Precedent to Closing by Mindesta 

The obligation of Mindesta to
consummate the Transaction is subject to the satisfaction or written waiver of
the conditions set forth herein on a date mutually agreed upon by the parties
hereto in writing. The Closing of the Transaction contemplated by this Agreement
will be deemed to mean a waiver of all conditions to Closing. These conditions
precedent are for the benefit of Mindesta and may be waived by Mindesta in its
sole discretion. 

(a)     
Representations and Warranties 

The representations and warranties of
the Company and the Selling Shareholders set forth in this Agreement are true,
correct and complete in all respects as of the Closing Date and the Company has
delivered to Mindesta a certificate dated as of the Closing Date, to the effect
that the representations and warranties made by Company in this Agreement are
true and correct. 




- 18 - 

(b)     
Performance 

All of the covenants and obligations
that Company and the Selling Shareholders are required to perform or to comply
with pursuant to this Agreement have been performed and complied with in all
material respects. 

(c)     
Transaction Documents 

This Agreement, the Company Documents,
the Company Financial Statements and all other documents necessary or reasonably
required to consummate the Transaction, all in form and substance reasonably
satisfactory to Mindesta, have been executed and delivered to Mindesta. 

(d)     
Third Party Consents

Mindesta has received from the Company
duly executed copies of any required third-party consents, permits,
authorizations and approvals of any public, regulatory or governmental body or
authority or person or entity contemplated by this Agreement (if any).

(e)     
No Material Adverse Change 

No Company Material Adverse Effect has
occurred.

(f)     
No Action 

No suit, action, or proceeding will be
pending or threatened which would: 

(1) prevent the consummation of any of
the transactions contemplated by this Agreement; or 

(2) cause the Transaction to be
rescinded following consummation;

(g)     
Delivery of Financial Statements 

The Company hasdelivered to Mindesta
the Company Financial Statements which financial statements will include audited
financial statements for Company’s two fiscal years, prepared in accordance with
GAAP and audited by an independent auditor registered with the Public Company
Accounting Oversight Board in the United States. 

6.2     
Conditions Precedent to Closing by the Company and the Selling
Shareholders

The obligation of the Company and the
Selling Shareholders to consummate the Transaction is subject to the
satisfaction or written waiver of the conditions set forth below by a date
mutually agreed upon by the parties. The Closing of the Transaction will be
deemed to mean a waiver of all conditions to Closing. These conditions precedent
are for the benefit of Company and the Selling Shareholders and may be waived by
Company and the Selling Shareholders in their discretion. 




- 19 - 

	 	(a) 	
      Representations and Warranties

	 	 	 
	 		
      The representations and warranties of Mindesta set forth
      in this Agreement are e true, correct and complete in all respects as of
      the Closing Date and Mindesta will have delivered to Company a certificate
      dated the Closing Date, to the effect that the representations and
      warranties made by Mindesta in this Agreement are true and
  correct.

	 	 	 
	 	(b) 	
      Performance

	 	 	 
	 		
      All of the covenants and obligations that Mindesta are
      required to perform or to comply with pursuant to this Agreement at or
      prior to the Closing must have been performed and complied with in all
      material respects. Mindesta must have delivered each of the documents
      required to be delivered by it pursuant to this Agreement.

	 	 	 
	 	(c) 	
      Transaction Documents

	 	 	 
	 		
      This Agreement, the Mindesta Documents and all other
      documents necessary or reasonably required to consummate the Transaction,
      all in form and substance reasonably satisfactory to the Company have been
      executed and delivered by Mindesta.

	 	 	 
	 	(d) 	
      Third Party Consents

	 	 	 
	 		
      The Company has received from Mindesta duly executed
      copies of any required third- party consents, permits, authorizations and
      approvals of any public, regulatory (including the SEC) or governmental
      body or authority or person or entity contemplated by this Agreement (if
      any), in the form and substance reasonably satisfactory to
  Company.

	 	 	 
	 	(e) 	
      No Material Adverse Change

	 	 	 
	 		
      No Mindesta Material Adverse Effect has
  occurred.

	 	 	 
	 	(f) 	
      No Action

	 	 	 
	 		
      No suit, action, or proceeding is pending or threatened
      before any governmental or regulatory authority wherein an unfavorable
      judgment, order, decree, stipulation, injunction or charge would result in
      and/or:




	 	(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement; or

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.




	 	(g) 	
      Public Market

	 	 	 
	 		
      On the Closing Date, the shares of Mindesta will be
      quoted on the National Association of Securities Dealers, Inc.’s OTC
      Bulletin Board.







- 20 - 

	7. 	
      ADDITIONAL COVENANTS OF THE
  PARTIES



7.1     
Confidentiality 

All information regarding the business
of Company including, without limitation, financial information that the Company
provides to Mindesta during the Mindesta due diligence investigation of Company
will be kept in strict confidence by Mindesta and will not be used (except in
connection with due diligence), dealt with, exploited or commercialized by
Mindesta or disclosed to any third party (other than the Mindesta professional
accounting and legal advisors) without the prior written consent of Company. If
the Transaction contemplated by this Agreement does not proceed for any reason,
then upon receipt of a written request from Company, Mindesta will immediately
return to Company (or as directed by Company) any information received regarding
Company’s business. Likewise, all information regarding the business of Mindesta
including, without limitation, financial information that Mindesta provides to
Company during its due diligence investigation of Mindesta will be kept in
strict confidence by Company and will not be used (except in connection with due
diligence), dealt with, exploited or commercialized by Company or disclosed to
any third party (other than Company’s professional accounting and legal
advisors) without the prior written consent of Mindesta. If the Transaction
contemplated by this Agreement does not proceed for any reason, then upon
receipt of a written request from Mindesta, Company will immediately return to
Mindesta (or as directed by Mindesta) any information received regarding Wind
Work’s business. 

7.2     
Notification 

Between the date of this Agreement and
the Closing Date, each of the parties to this Agreement will promptly notify the
other parties in writing if it becomes aware of any fact or condition that
causes or constitutes a material breach of any of its representations and
warranties as of the date of this Agreement, if it becomes aware of the
occurrence after the date of this Agreement of any fact or condition that would
cause or constitute a material breach of any such representation or warranty had
such representation or warranty been made as of the time of occurrence or
discovery of such fact or condition. Should any such fact or condition require
any change in the Schedules relating to such party, such party will promptly
deliver to the other parties a supplement to the Schedules specifying such
change. During the same period, each party will promptly notify the other
parties of the occurrence of any material breach of any of its covenants in this
Agreement or of the occurrence of any event that may make the satisfaction of
such conditions impossible or unlikely. 

7.3     
Conduct of Company and Mindesta Business Prior to Closing 

From the date of this Agreement to the
Closing Date, and except to the extent that Mindesta otherwise consents in
writing, the Company will operate its business substantially as presently
operated and only in the ordinary course and in compliance with all applicable
laws, and use its best efforts to preserve intact its good reputation and
present business organization and to preserve its relationships with persons
having business dealings with it. Likewise, from the date of this Agreement to
the Closing Date, and except to the extent that the Company otherwise consents
in writing, Mindesta will operate its business substantially as presently
operated and only in the ordinary course and in compliance with all applicable
laws, and use its best efforts to preserve intact its good reputation and
present business organization and to preserve its relationships with persons
having business dealings with it. 




- 21 - 

7.4     
Certain Acts Prohibited – Company 

Except as expressly contemplated by
this Agreement or for purposes in furtherance of this Agreement, between the
date of this Agreement and the Closing Date, the Company will not, without the
prior written consent of Mindesta: 

	 	(1) 	
      amend its Articles of Incorporation or other
      incorporation documents;

	 	 	 
	 	(2) 	
      incur any liability or obligation other than in the
      ordinary course of business or encumber or permit the encumbrance of any
      properties or assets of Company except in the ordinary course of
      business;

	 	 	 
	 	(3) 	
      dispose of or contract to dispose of any Company property
      or assets, including the Intellectual Property Assets, except in the
      ordinary course of business consistent with past practice;

	 	 	 
	 	(4) 	
      issue, deliver, sell, pledge or otherwise encumber or
      subject to any lien any shares of the Company Common Stock, or any rights,
      warrants or options to acquire, any such shares, voting securities or
      convertible securities;

	 	 	 
	 	(5) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Company Common Stock, or

	 	 	 
	 	(6) 	
      split, combine or reclassify any Company Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of Company Common Stock;
or

	 	 	 
	 	(7) 	
      not materially increase benefits or compensation expenses
      of Company, other than as contemplated by the terms of any employment
      agreement in existence on the date of this Agreement, increase the cash
      compensation of any director, executive officer or other key employee or
      pay any benefit or amount not required by a plan or arrangement as in
      effect on the date of this Agreement to any such
person.



7.5     
Certain Acts Prohibited – Mindesta 

Except as expressly contemplated by
this Agreement, between the date of this Agreement and the Closing Date,
Mindesta will not, without the prior written consent of Company: 

	 	(1) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Mindesta except in the
      ordinary course of business consistent with past practice;

	 	 	 
	 	(2) 	
      dispose of or contract to dispose of any Mindesta
      property or assets except in the ordinary course of business consistent
      with past practice;

	 	 	 
	 	(3) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Mindesta Common Stock; or

	 	 	 
	 	(4) 	
      increase benefits or compensation expenses of Mindesta,
      increase the cash compensation of any director, executive officer or other
      key employee or pay any benefit or amount to any such
  person.







- 22 - 

7.6     
Public Announcements 

Mindesta and the Company each agree
that they will not release or issue any reports or statements or make any public
announcements relating to this Agreement or the Transaction contemplated herein
without the prior written consent of the other party, except as may be required
by the disclosure obligation imposed on Mindesta or Company or their respective
affiliates under rules or regulations.

	8. 	
      CLOSING

	 	 	 
		8.1 	
      The Closing shall take place on the Closing Date at the
      offices of Mindesta or at such other location as agreed to by the
      parties.

	 	 	 
		8.2 	
      Closing Deliveries of Company and the Selling
      Shareholders

	 	 	 
			
      The Company and the Selling Shareholders will deliver or
      cause to be delivered the following, fully executed and in the form and
      substance reasonably satisfactory to Mindesta:



(1) copies of all resolutions and/or
consent actions adopted by or on behalf of the board of directors of the Company
evidencing approval of this Agreement and the Transaction; 

(2) share certificates representing
the Common Stock as required by this Agreement, if such have been issued; 

(3) the Company Documents, the Company
Financial Statements and any other necessary documents, each duly executed by
Company, as required to give effect to the Transaction; 

8.3     
Closing Deliveries of Mindesta 

At Closing, Mindesta will deliver or
cause to be delivered the following, fully executed and in the form and
substance reasonably satisfactory to Company: 

(1) copies of all resolutions and/or
consent actions adopted by or on behalf of the board of directors of Mindesta
evidencing approval of this Agreement and the Transaction; 

(2) the share certificates
representing the Mindesta Shares. 

(3) the Company Documents, the Company
Financial Statements and any other necessary documents, each duly executed by
Company, as required to give effect to the Transaction; 

	9. 	
      POST CLOSING COVENANTS

	 	 
		
      Company and its shareholders agree and understand that
      the post closing undertaking set forth herein is a material inducement for
      Mindesta to enter into this transaction. 







- 23 - 

	10. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL



10.1     
Certain Definitions 

For the purposes of this Article
10 the terms “Loss” and “Losses” mean any and all demands, claims,
actions or causes of action, assessments, losses, damages, Liabilities, costs,
and expenses, including without limitation, interest, penalties, fines and
reasonable attorneys, accountants and other professional fees and expenses, but
excluding any indirect, consequential or punitive damages suffered by Mindesta
or Company including damages for lost profits or lost business opportunities.


10.2     
Agreement of Company to Indemnify 

The Company will indemnify, defend, and
hold harmless, to the full extent of the law, Mindesta, its officers, directors
and its shareholders from, against, and in respect of any and all Losses
asserted against, relating to, imposed upon, or incurred by Mindesta and its
shareholders by reason of, resulting from, based upon or arising out of: 

(A)          
the breach by Company of any representation or warranty of Company
contained in or made pursuant to this Agreement, any Company Document or any
certificate or other instrument delivered pursuant to this Agreement; or 

(B)          
the breach or partial breach by Company of any covenant or agreement of
Company made in or pursuant to this Agreement, any Company Document or any
certificate or other instrument delivered pursuant to this Agreement. 

10.3     
Agreement of Mindesta to Indemnify 

Mindesta will indemnify, defend, and
hold harmless, to the full extent of the law, the Company and the Selling
Shareholders from, against, for, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by Company and the Selling
Shareholders by reason of, resulting from, based upon or arising out of: 

(A)      the breach by
Mindesta of any representation or warranty of Mindesta contained in or made
pursuant to this Agreement, any Mindesta Document or any certificate or other
instrument delivered pursuant to this Agreement; or 

(B)      the breach or
partial breach by Mindesta of any covenant or agreement of Mindesta made in or
pursuant to this Agreement, any Mindesta Document or any certificate or other
instrument delivered pursuant to this Agreement. 

	11. 	
      MISCELLANEOUS PROVISIONS



11.1     
Effectiveness of Representations; Survival 

Each party is entitled to rely on the
representations, warranties and agreements of each of the other parties and all
such representation, warranties and agreement will be effective regardless of
any investigation that any party has undertaken or failed to undertake. Unless
otherwise stated in this Agreement, and except for instances of fraud, the
representations, warranties and agreements will survive the Closing Date and
continue in full force and effect until three (3) years after the Closing Date. 




- 24 - 

11.2     
Further Assurances 

Each of the parties hereto will
co-operate with the others and execute and deliver to the other parties hereto
such other instruments and documents and take such other actions as may be
reasonably requested from time to time by any other party hereto as necessary to
carry out, evidence, and confirm the intended purposes of this Agreement. 

11.3     
Amendment 

This Agreement may not be amended
except by an instrument in writing signed by each of the parties. 

11.4     
Expenses 

Each party will bear their own costs
incurred in connection with the preparation, execution and performance of this
Agreement and the Transaction contemplated hereby.

11.5     
Entire Agreement 

This Agreement, the schedules attached
hereto and the other documents in connection with this transaction contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior arrangements and understandings, both written and oral,
expressed or implied, with respect thereto. Any preceding correspondence or
offers are expressly superseded and terminated by this Agreement. 

11.6     
Notices 

All notices and other communications
required or permitted under this Agreement must be in writing and will be deemed
given if sent by personal delivery, faxed with electronic confirmation of
delivery, internationally-recognized express courier or registered or certified
mail (return receipt requested), postage prepaid, to the parties at their then
place of business or residence. Each party undertakes to provide each of the
other parties notice of any address.

11.7     
Headings 

The headings contained in this
Agreement are for convenience purposes only and will not affect in any way the
meaning or interpretation of this Agreement. 

11.8     
Benefits 

This Agreement is and will only be
construed as for the benefit of or enforceable by those persons party to this
Agreement. 

11.9     
Assignment 

This Agreement may not be assigned
(except by operation of law) by any party without the consent of the other
parties. 




- 25 - 

11.10    Governing
Law 

This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein. 

	12. 	
      Construction

	 	 
		
      The language used in this Agreement will be deemed to be
      the language chosen by the parties to express their mutual intent, and no
      rule of strict construction will be applied against any party.

	 	 
	13. 	
      Gender

	 	 
		
      All references to any party will be read with such
      changes in number and gender as the context or reference
  requires.

	 	 
	14. 	
      Business Days

	 	 
		
      If the last or appointed day for the taking of any action
      required or the expiration of any rights granted herein shall be a
      Saturday, Sunday or a legal holiday in the State of Delaware, then such
      action may be taken or right may be exercised on the next succeeding day
      which is not a Saturday, Sunday or such a legal holiday.

	 	 
	15. 	
      Counterparts

	 	 
		
      This Agreement may be executed in one or more
      counterparts, all of which will be considered one and the same agreement
      and will become effective when one or more counterparts have been signed
      by each of the parties and delivered to the other parties, it being
      understood that all parties need not sign the same counterpart.

	 	 
	16. 	
      Fax Execution

	 	 
		
      This Agreement may be executed by delivery of executed
      signature pages by fax and such fax execution will be effective for all
      purposes.

	 	 
	17. 	
      Execution by Selling Shareholders

	 	 
		
      Notwithstanding any provisions of this Agreement to the
      contrary, the parties acknowledge and agree that the Selling Shareholders
      are executing this Agreement only for the purpose of receiving the benefit
      thereof and that the sole and exclusive liability of the Selling
      Shareholders pursuant to this Agreement relates to the representations and
      warranties made by each of the Selling Shareholders at Section 4 of this
      Agreement with regard to matters pertaining only to the Selling
      Shareholder in question. In other words, one Selling Shareholder shall not
      be responsible for the liability arising from a breach of Section 4 by
      another Selling Shareholder.







- 26 - 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

MINDESTA INC.

	By: 	/s/Greg Bowes 
	  	Greg Bowes 
	  	Chief Executive Officer
  


CTT PHARMACEUTICALS INC.

	By: 	/s/Pankaj Modi 
	 	Dr. Pankaj Modi
  
	  	Chief Executive Officer
  



	Selling Shareholders 	  
	  	  
	  	  
	/s/Dean Hanisch 	/s/Christos Theodossiou 
	Dean Hanisch 	Christos Theodossiou 
	  	  
	  	  
	/s/Pankaj Modi 	/s/Christopher Halkai 
	Dr. Pankaj Modi 	Christopher Halkai 
	  	  
	  	  
	/s/Hesham Osman 	/s/Michael Clancy
	Hesham Osman 	Michael R. Clancy, Trust 
	  	  
	  	  
	  	  
	/s/Sandy Singh 	/s/Fay Jerrett 
	1716522 Ontario Inc. 	Fay Jerrett 
	By: Sandy Singh 	  
	  	  
	  	  
	/s/Kamil Rabay 	/s/Matt Harrington 
	Capital Financial 	Matt Harrington 
	By: Kamil Rabay 	  






- 27 - 

SCHEDULE 1 

SELLING SHAREHOLDERS 

 

	NAME: 	% of Shares 	No of Shares 	Mindesta Shares to 
	  	Shares 	owned 	be issued 
	  	  	  	  
	Dean Hanisch 	10.00% 	250,000` 	14,073,894 
	 	 	 	 
	Dr. Pankaj Modi 	50.00% 	1,250,000 	70,369,474 
	 	 	 	 
	Hesham Osman 	14.90% 	372,600 	20,970,103 
	 	 	 	 
	Matt Harrington 	2.00% 	50,000 	2,814,779 
	 	 	 	 
	1716522 Ontario Inc. 	1.00% 	25,000 	1,407,389 
	 	 	 	 
	Christos Theodossiou 	0.50% 	12,500 	703,696 
	 	 	 	 
	Christopher Halkai 	0.50% 	12,500 	703,696 
	 	 	 	 
	Michael R. Clancy, Trust 	1.97% 	49,000 	2,772,557 
	 	 	 	 
	Fay Jerrett 	   
       4.90% 	122,600 	6,896,208 
	 	 	 	 
	Capital Financial 	14.23% 	355,800 	20,027,152 
	 	 	 	 
	TOTAL 	100% 	2,500.000 	140,738,948