OR HAD AN INTEREST, IN ALL CASES IN RESPECT OF CONDUCT SINCE DECEMBER 31,
2002.
(D)
THE CORPORATIONS HAVE MADE AVAILABLE TO
BUYER TRUE AND COMPLETE COPIES AND RESULTS OF ANY REPORTS, STUDIES, ANALYSES,
TESTS, OR MONITORING POSSESSED OR INITIATED BY EITHER CORPORATION THAT ARE IN
POSSESSION OF THE CORPORATION PERTAINING TO HAZARDOUS MATERIALS OR HAZARDOUS
ACTIVITIES IN, ON, OR UNDER THE FACILITIES, OR CONCERNING COMPLIANCE, BY EITHER
CORPORATION OR ANY OTHER PERSON FOR WHOSE CONDUCT THEY ARE OR MAY BE HELD
RESPONSIBLE, WITH ENVIRONMENTAL LAWS.
(E)
THERE ARE NO HAZARDOUS MATERIALS PRESENT AT
ANY FACILITY, OR INCORPORATED INTO ANY STRUCTURE THEREON.
SECTION 4.20
PRODUCTS AND SERVICES.
Schedule 4.11 sets forth all claims asserted or, to the Knowledge of the
Corporations or the Sellers, threatened at any time since June 30, 2003 against
either Corporation in respect of personal injury, wrongful death or property
damage alleged to have resulted from products or services provided by either
Corporation, and all warranty claims with respect to any single product with a
value, individually or in the aggregate, in excess of CDN$10,000.
SECTION 4.21
[NOT USED].
SECTION 4.22
CAPITALIZATION.
(A)
THE AUTHORIZED CAPITAL STOCK OF TRACE
CONSISTS OF AN UNLIMITED NUMBER OF COMMON SHARES (THE "TRACE COMMON STOCK"), OF
WHICH 268,539 SHARES ARE ISSUED AND OUTSTANDING, AND, EXCEPT AS SET FORTH ON
SCHEDULE 4.22(A), NO SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO TRACE'S STOCK
OPTION AND PURCHASE PLANS AND NO SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO
SECURITIES EXERCISABLE OR EXCHANGEABLE FOR, OR CONVERTIBLE INTO, SHARES OF TRACE
COMMON STOCK.
EXCEPT AS SET FORTH IN SCHEDULE 4.22(A), THE OUTSTANDING SHARES
OF TRACE COMMON STOCK HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY
PAID AND NONASSESSABLE, ARE OWNED BENEFICIALLY AND OF RECORD BY THE SHAREHOLDERS
SET FORTH ON SCHEDULE 4.22(A) AND IN SUCH AMOUNTS AS SET FORTH ON
SCHEDULE 4.22(A).
THE OUTSTANDING SHARES OF TRACE COMMON STOCK HAVE BEEN
OFFERED, ISSUED, SOLD AND DELIVERED BY TRACE IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS INCLUDING, BUT NOT LIMITED TO, THE SECURITIES ACT (ALBERTA).
EXCEPT PURSUANT TO THE OPTION AGREEMENTS AND AS SET FORTH ON SCHEDULE 4.22(A),
THERE ARE NO OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS,
PREEMPTIVE RIGHTS OR OTHER RIGHTS TO ACQUIRE SECURITIES OF TRACE.
THERE ARE NO
OUTSTANDING OBLIGATIONS OF TRACE TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY
CAPITAL STOCK OF TRACE.
EXCEPT AS SET FORTH ON SCHEDULE 4.22(A), THERE ARE NO
AGREEMENTS OR RESTRICTIONS (SUCH AS A RIGHT OF FIRST REFUSAL, CO-SALE, RIGHT OF
FIRST OFFER, PROXY, VOTING TRUST OR VOTING AGREEMENTS) WITH RESPECT TO THE SALE
OR VOTING OF ANY SHARES OF THE CAPITAL STOCK OF TRACE.
TRACE DOES NOT OWN OR
CONTROL, DIRECTLY OR INDIRECTLY, ANY INTEREST OR INVESTMENT IN ANY CORPORATION,
PARTNERSHIP, ASSOCIATION OR OTHER FORM OF BUSINESS ENTITY EXCEPT TRACE TEXAS,
TRACE EXPLORATIONS LTD. (SUCRAL ARGENTINA) AND THE MINORITY SUBSIDIARIES.
TRACE
HOLDS OF RECORD AND BENEFICIALLY OWNS LESS THAN A MAJORITY OF THE COMMON STOCK
OF THE MINORITY SUBSIDIARIES.
NEITHER CORPORATION IS LIABLE FOR ANY CURRENT OR