EXHIBIT 2.4
Share Exchange Agreement
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is dated the 31st day of
January, 2004, by and among UNITECH ENERGY CORP., a Nevada corporation (the
"Buyer"), UNITECH ENERGY CORP., an Alberta corporation (the "Company") and the
SHAREHOLDERS of the Company (the "Shareholders") (hereinafter collectively
referred to as the "Parties").
WHEREAS the Buyer desires to exchange its shares (The "Buyer Shares") for
all of the issued and outstanding shares of capital stock of the Company (the
"Company Shares") from the Shareholders for the consideration and upon the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the provisions and the
respective agreements hereinafter set forth, the Parties hereto hereby agree as
follows:
1. Exchange of Stock.
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Exchange Agreement. Upon the terms and subject to the conditions set forth in
this Agreement and upon the representations and warranties made herein by each
of the parties to the other, the Company shall recommend to the Shareholders to
deliver to the Buyer, in exchange for Buyers' Shares on the basis of 2.845618
Buyers Shares for each Company Share, all of their Company Shares. The maximum
number of Company Shares available to be exchanged by the Shareholders hereunder
is 5,717,563 common shares. These shares represent 100% of the total shares
outstanding of the Company. The Buyer reserves the right to accept less than
5,717,563 Company Shares in the case where less than 5,717,563 Company Shares
are offered by the Shareholders for exchange and further reserves the right to
withdraw the share exchange offer in the event that insufficient Company Shares,
at the Buyers sole discretion, are offered for exchange.
Exchange of Company Shares for Buyer Shares. Upon the terms and subject to the
conditions set forth in this Agreement and upon the representations and
warranties made herein by each of the parties to the other, on the Closing Date
(as such term is hereinafter defined), the Buyer shall cause to be delivered to
the Shareholders, up to 16,270,000 Buyer Shares (depending on the number of
Company Shares tendered to this offer). The Buyer and the Shareholders
acknowledge that the Buyers' Shares to be exchanged will consist of 5,142,857
Buyer treasury shares and 11,127,143 previously-issued Buyer shares. In the case
where 100% of the Company Shares are offered for exchange, the Buyer shall cause
to be delivered to the Shareholders, 16,270,000 shares of the common stock of
the Buyer ("Buyers' Shares"), equal to 70% of the Buyers equity after the
Closing, to be distributed to the Shareholders based upon their respective pro
rata percentage interest in the Company. Upon the consummation of this
transaction, the Company shall be a wholly or partially-owned subsidiary of the
Buyer (depending on the number of Company Shares offered for exchange).
1.3 Options.
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Buyer hereby agrees that it shall abide by the terms and conditions of any and
all options issued by the Company as of the Closing for a period of two years
from the date Buyer commences trading on the OTC Electronic Bulletin Board, and
upon exercise Buyer shall issue to such option holders shares of common stock of
Buyer at a conversion rate of 2.84 shares of Buyer's common stock for each
option share exercised.
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1.4 Closing.
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The closing of the transaction contemplated herein (the "Closing") will be at
the office of the Company on or before February 10, 2004, or at such other place
or at such other date and time as the Company and the Buyer may mutually agree.
Such date and time of Closing is herein referred to as the "Closing Date."
1.5 Effective Date.
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Notwithstanding the Closing Date, the effective date of the transactions
contemplated herein shall be January 1, 2004 (the "Effective Date").
The Company represents and warrants to the Buyer as follows:
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Existence and Good Standing.
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The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the Province of Alberta. The Company is duly licensed
or qualified to do business and is in good standing under the laws of all other
jurisdictions in which the character of the properties owned or leased by it
therein or in which the transaction of its business makes such qualification
necessary.
Corporate Authority.
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The Company has all requisite corporate power and authority to own its
properties and carry on its business as now conducted.
Compliance with Law.
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The Company is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal to which the Company is
a party or is subject, and the Company is not in violation of any laws,
ordinances, governmental rules or regulations to which it is subject. The
Company has obtained all licenses, permits and other authorizations and has
taken all actions required by applicable laws or governmental regulations in
connection with its business as now conducted.
Authorization; Validity and Effect of Agreements.
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The execution and delivery of this Agreement and all agreements and documents
contemplated hereby by the Company, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all requisite
action. This Agreement constitutes, and all agreements and documents
contemplated hereby when executed and delivered pursuant hereto will constitute,
the valid and legally binding obligations of the Company enforceable in
accordance with its terms, except that enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws of general application now or hereafter in
effect relating to the enforcement of creditors' rights generally and except
that the remedies of specific performance, injunction and other forms of
equitable relief are subject to certain tests of equity jurisdiction, equitable
defenses and the discretion of the court before which any proceeding therefore
may be brought. The execution and delivery of this Agreement by the Company does
not and the consummation of the transactions contemplated hereby will not (i)
require the consent of any third party, (ii) result in the breach of any term or
provision of, or constitute a default under, or result in the acceleration of or
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Authorization; Validity and Effect of Agreements - continued
entitle any party to accelerate (whether after the giving of notice or the lapse
of time or both) any obligation under, or result in the creation or imposition
of any lien, charge, pledge, security interest or other encumbrance upon any
part of the property of the Company pursuant to any provision of, any order,
judgment, arbitration award, injunction, decree, indenture, mortgage, lease,
license, lien, or other agreement or instrument to which Buyer is a party or by
which it is bound, and (iii) violate or conflict with any provision of the
by-laws or articles of incorporation of Buyer as amended to the date of this
Agreement.
The Buyer represents and warrants to the Company and the Shareholders as
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follows:
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Existence and Good Standing.
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Buyer is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Nevada. Buyer is duly licensed or qualified to do
business as a foreign corporation and is in good standing under the laws of all
other jurisdictions in which the character of the properties owned or leased by
it therein or in which the transaction of its business makes such qualification
necessary.
Corporate Authority.
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Buyer has all requisite corporate power and authority to own its properties and
carry on its business as now conducted.
Compliance with Law.
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Buyer is not in default with respect to any order of any court, governmental
authority or arbitration board or tribunal to which Buyer is a party or is
subject, and Buyer is not in violation of any laws, ordinances, governmental
rules or regulations to which it is subject. Buyer has obtained all licenses,
permits or other authorizations and has taken all actions required by applicable
laws or governmental regulations in connection with its business as now
conducted.
Authorization; Validity and Effect of Agreements.
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The execution and delivery of this Agreement and all agreements and documents
contemplated hereby by Buyer, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all requisite corporate
action. This Agreement constitutes, and all agreements and documents
contemplated hereby when executed and delivered pursuant hereto will constitute,
the valid and legally binding obligations of Buyer enforceable in accordance
with their terms, except that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws of general application now or hereafter in effect relating to the
enforcement of creditors' rights generally and except that the remedies of
specific performance, injunction and other forms of equitable relief are subject
to certain tests of equity jurisdiction, equitable defenses and the discretion
of the court before which any proceeding therefore may be brought. The execution
and delivery of this Agreement by the Buyer does not and the consummation of the
transactions contemplated hereby will not (i) require the consent of any third
party, (ii) result in the breach of any term or provision of, or constitute a
default under, or result in the acceleration of or entitle any party to
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Authorization; Validity and Effect of Agreements - continued
accelerate (whether after the giving of notice or the lapse of time or both) any
obligation under, or result in the creation or imposition of any lien, charge,
pledge, security interest or other encumbrance upon any part of the property of
the Company pursuant to any provision of, any order, judgment, arbitration
award, injunction, decree, indenture, mortgage, lease, license, lien, or other
agreement or instrument to which Buyer is a party or by which it is bound, and
(iii) violate or conflict with any provision of the by-laws or articles of
incorporation of Buyer as amended to the date of this Agreement.
4. Conditions of Closing.
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Buyer's Conditions of Closing.
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The obligation of Buyer to exchange the Company Shares shall be subject to and
conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of
the following conditions:
4.1(a) All representations and warranties of Shareholders contained in this
Agreement and the Schedules hereto shall be true and correct at and as of the
Closing Date, Shareholders shall have performed all agreements and covenants and
satisfied all conditions on its part to be performed or satisfied by the Closing
Date pursuant to the terms of this Agreement, and Buyer shall have received a
certificate of the Shareholders dated the Closing Date to such effect.
4.1(b) Shareholders shall have delivered to Buyer, certificates and other
instruments representing Company Shares, duly endorsed for transfer or
accompanied by appropriate stock powers (in either case executed in blank or in
favor of Buyer with the execution thereof guaranteed by a bank or trust
company), together with all other documents necessary or appropriate to validly
transfer the Company Shares to Buyer free and clear of all security interests,
liens, encumbrances and adverse claims.
4.1(c) At Closing, neither any investigation of the Company by Buyer, nor the
Schedules attached hereto or any supplement thereto nor any other document
delivered to Buyer as contemplated by this Agreement, shall have revealed any
facts or circumstances which, in the sole and exclusive judgment of Buyer and
regardless of the cause thereof, reflect in an adverse way on the Company or its
financial condition, assets, liabilities (absolute, accrued, contingent or
otherwise), reserves, business, operations or prospects.
4.1(d) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall have
been obtained.
4.1(e) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding shall
have been instituted or threatened which questions the validity or legality of
the transactions contemplated hereby.
4.1(f) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby, which is unduly burdensome
on Buyer.
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Buyer's Conditions of Closing - continued
4.1(g) As of the Closing, there shall have been no material adverse change in
the amount of issued and outstanding common stock of the Company.
Shareholders Conditions of Closing.
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The obligation of Shareholders to exchange their Company Shares shall be subject
to and conditioned upon the satisfaction (or waiver by Shareholders) at the
Closing of each of the following conditions:
4.2(a) All representations and warranties of Buyer contained in this Agreement
shall be true and correct at and as of the Closing Date and Buyer shall have
performed all agreements and covenants and satisfied all conditions on its part
to be performed or satisfied by the Closing Date pursuant to the terms of this
Agreement, and Shareholders shall have received a certificate of Buyer dated the
Closing Date to such effect.
4.2(b) Buyer shall have effected the share exchange in accordance with Section 1
of this Agreement by delivering to Shareholders certificates and other
instruments representing Buyer's Shares, (a) in the case of previously-issued
Buyer shares, duly endorsed for transfer or accompanied by appropriate stock
powers (in either case executed in blank or in favor of Shareholders with the
execution thereof guaranteed by a bank or trust company), and/or (b) in the case
of newly-issued Buyer treasury shares, in the name of the individual who is
tendering Company Shares to this offer, together with all other documents
necessary or appropriate to validly transfer the Buyer's Shares to Shareholders
free and clear of all security interests, liens, encumbrances and adverse
claims.
4.2(c) Prior to the anticipated share exchange transaction, the Buyer has a
total of 18,100,000 shares of common voting stock outstanding. Immediately after
the closing, the Buyer will have 23,242,857 shares issued and outstanding of
which the Shareholders will own 16, 270,000 shares. There will be no other
shares of any class issued and/or outstanding and there will be no debt
obligations outstanding. The Buyer, at Closing, will have a minimum of
US$425,000 in unencumbered cash in its bank account prior to paying any closing
expenses and prior to the anticipated private placement for US$385,000 in the
Company.
4.2(d) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall have
been obtained.
4.2(f) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding shall
have been instituted or threatened which questions the validity or legality of
the transactions contemplated hereby.
4.2(g) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby, which is unduly burdensome
on Shareholders.
4.2(h) As of the Closing, there shall have been no material adverse change in
the amount of issued and outstanding common stock of Buyer.
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Shareholders Conditions of Closing - continued
4.2(i) At the Closing, the then officers and directors of the Buyer will resign
and be replaced by two nominees of the Company.
4.2(j) The Buyer shall, if it elects to accept any tendered Company Shares and
close the Transaction, continue to accept Company Shares on the terms and
conditions set out in this Agreement, until June 1, 2004, from those
Shareholders who did not tender their Company Shares to the offer due to lack of
knowledge of the offer or because of other extenuating circumstances.
5. Termination.
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5.1 Methods of Termination.
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The transactions contemplated herein may be terminated and/or abandoned at any
time before or after approval thereof by any of the Parties but not later than
the Closing:
5.1.1 By mutual consent of Buyer, Shareholders, and the Company; or
By the Buyer, if any of the conditions provided for in Section 4.1 hereof shall
not have been met or waived in writing by Buyer at or prior to Closing; or
By the Shareholders, if any of the conditions provided for in Section 4.2 hereof
shall not have been met or waived in writing by Shareholders at or prior to
Closing.
Procedure Upon Termination.
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In the event of termination by the Buyer or the Shareholders, as applicable,
pursuant to Section 5.1 hereof, written notice thereof shall forthwith be given
to the other party and the transactions contemplated by this Agreement shall be
terminated without further action by the Buyer or the Company. If the
transactions contemplated by this Agreement are so terminated: Each party will
redeliver all documents, work papers and other material of any other party
relating to the transactions contemplated hereby, whether so obtained before or
after the execution of this Agreement, to the party furnishing the same; and
5.2.2 No party hereto shall have any liability or further obligation to any
other party to this Agreement.
6. Miscellaneous.
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Notice. Any notice required or permitted hereunder shall be in writing and shall
be sufficiently given if personally delivered or mailed by certified or
registered mail, return receipt requested, addressed as follows:
If to Buyer/ Unitech Energy Corp. (Nevada)
Shareholders c/o The ▇'▇▇▇▇ Law Firm, P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇, Esq.
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Miscellaneous - continued
If to the Company: Unitech Energy Corp. (Alberta)
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ - ▇▇▇ ▇▇▇. ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
or to such other address as any Party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so personally
delivered or mailed.
Execution of Additional Documents.
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The parties hereto will at any time, and from time to time after the Closing
Date, upon request of the other party, execute, acknowledge and deliver all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required to carry out the intent of this
Agreement, and to transfer and vest title to any Company Shares being
transferred hereunder, and to protect the right, title and interest in and
enjoyment of all of the Company Shares sold, granted, assigned, transferred,
delivered and conveyed pursuant to this Agreement; provided, however, that this
Agreement shall be effective regardless of whether any such additional documents
are executed.
Binding Effect; Benefits.
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This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, successors, executors, administrators
and assigns. Notwithstanding anything contained in this Agreement to the
contrary, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective heirs,
successors, executors, administrators and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
Entire Agreement.
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This Agreement, together with the Exhibits, Schedules and other documents
contemplated hereby, constitute the final written expression of all of the
agreements between the parties, and is a complete and exclusive statement of
those terms. It supersedes all understandings and negotiations concerning the
matters specified herein. Any representations, promises, warranties or
statements made by either party that differ in any way from the terms of this
written Agreement and the Exhibits, Schedules and other documents contemplated
hereby, shall be given no force or effect. The parties specifically represent,
each to the other, that there are no additional or supplemental agreements
between them related in any way to the matters herein contained unless
specifically included or referred to herein. No addition to or modification of
any provision of this Agreement shall be binding upon any party unless made in
writing and signed by all parties.
Governing Law.
This Agreement shall be governed by and construed in accordance
with the laws of the Province of Alberta exclusive of the conflict of law
provisions thereof.
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Survival.
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All of the terms, conditions, warranties and representations contained in this
Agreement shall survive the Closing.
Counterparts.
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This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
instrument. Faxed signatures are acceptable.
Headings.
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Headings of the Articles and Sections of this Agreement are for the convenience
of the parties only, and shall be given no substantive or interpretive effect
whatsoever.
Waivers.
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Either the Buyer or Shareholders may, by written notice to the other, (i) extend
the time for the performance of any of the obligations or other actions of the
other under this Agreement; (ii) waive any inaccuracies in the representations
or warranties of the other contained in this Agreement or in any document
delivered pursuant to this Agreement; (iii) waive compliance with any of the
conditions or covenants of the other contained in this Agreement; or (iv) waive
performance of any of the obligations of the other under this Agreement. Except
as provided in the preceding sentence, no action taken pursuant to this
Agreement, including without limitation any investigation by or on behalf of any
party, shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained in this Agreement. The waiver by any party hereto of a breach of any
provision hereunder shall not operate or be construed as a waiver of any prior
or subsequent breach of the same or any other provision hereunder.
Merger of Documents.
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This Agreement and all agreements and documents contemplated hereby constitute
one agreement and are interdependent upon each other in all respects.
Severability.
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If for any reason whatsoever, any one or more of the provisions of this
Agreement shall be held or deemed to be inoperative, unenforceable or invalid as
applied to any particular case or in all cases, such circumstances shall not
have the effect of rendering such provision invalid in any other case or of
rendering any of the other provisions of this Agreement inoperative,
unenforceable or invalid.
Assignability.
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Neither this Agreement nor any of the parties' rights hereunder shall be
assignable by any party hereto without the prior written consent of the other
parties hereto.
Limited Power of Attorney.
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Any Shareholder who, by their signature on Schedule A attached hereto, accepts
this offer, hereby grants ▇▇▇▇▇ ▇▇▇▇▇▇▇ the power to act as their attorney, on
their behalf and only as it relates to this offer, and to take any and all
actions necessary to cause the exchange of their Company Shares for Buyer Shares
as set out in this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year first above
written.
UNITECH ENERGY CORP., an Alberta corporation
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, its President
BUYER:
UNITECH ENERGY CORP., a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, its President
The SHAREHOLDERS, by their signature accompanying their name on Schedule A
attached hereto.
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SCHEDULE A
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SCHEDULE A - continued
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SCHEDULE A - continued
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