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Because Schmitz's requests for that "eighty million" increased, it was suggested that the more prudent course for Matrix would be to frame a written agreement with Schmitz that would address the approximate three hundred and ninety-one million (391,000,000) shares delivered to Schmitz (without Opinion Letter) and the proposed delivery of the eighty million (80,000,000)held in Trust for Roberts and Shaw.
25. Schmitz refused to enter into a formal agreement but did agree to a simple, but non-binding writing intended as his letter of intent in which he actually acknowledged those shares delivered to him in good faith, and, which he attempted to limit Roberts and Shaw in the participation in the new corporate stock after the merger. A copy of that writing is attached hereto as Exhibit "D", and by reference thereto becomes a part hereof.
26. In point of fact, Defendant, Schmitz, ignored the facts that only Shaw was "irrevocably authorized" to remove that "affiliate" legend from the Purewater shares; that the executory "agreement" with Roberts and Shaw was without consideration; that a tender of new free-trading shares was required to Roberts and Shaw; that even non-performance would destroy any offer by the Parties; that no compensation was paid to Matrix for the delivered Purewater shares; that by design, no merger or other corporate action could be consummated without the vote of the registered owner of the majority shares [Matrix]; and that Matix was still a major shareholder of just under ten percent (10%) of the outstanding shares. Defendant, Schmitz, conspiring with Defendants, Halperin and Nelson, acting as Trustee of those shares [311,112,224], only for "investor confirmation", refused to return those delivered shares of stock, refused to transfer the retained Purewater shares [80,000,000]into the new corporate shares [PanAmerican Bancorp], and, refused to recognize the irrevocable prior-resolutions of the Board of Directors of Purewater. More succinctly stated, those named Defendants, jointly and severally, blatantly stole those shares, the company and the future of Purewater of which, the majority is owned by Matrix. |
