ASSET PURCHASE AND SHARE EXCHANGE AGREEMENT
ASSET PURCHASE AND SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is made effective this 12th day of December, 2009, the “Date”
BETWEEN:
VELOCITY RESOURCES CANADA LTD. a Company incorporated pursuant to the laws of the Province of Alberta, whose address is ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(Hereinafter “VRCL”) OF THE FIRST PART
AND:
Golden Global, Inc.
(Hereinafter “GLOBAL”) OF THE SECOND PART
WHEREAS:
| A. |
VRCL desires to sell its mining equipment and mining properties (the “Assets”) as listed in Schedule “A”. | |
| B. |
VRCL has agreed to sell and GLOBAL has agreed to purchase the Assets. |
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants and agreements contained herein, the parties covenant and agreements contained herein, the parties covenant and agree each with the other as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 The following terms shall have the following respective meanings:
“Closing Date” shall mean on or before July 1, 2010 or any other date that the parties hereto agree in writing;
“Share Exchange” shall mean the transfer by Global of 18,000,000 Global shares.
ARTICLE II
THE SHARE EXCHANGE
Section 2.01
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Exchange. Based upon the terms and subject to the conditions of this Agreement, on the Closing Date, VRCL agrees to transfer 100% of the ownership of the Assets in exchange for consideration of 18,000,000 shares of Global.
This agreement is conditional on both VRCL and GLOBAL shareholder approval.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF VRCL
Section 3.01
Organization, Standing and Authority;
Qualification. VRCL is a Corporation duly organized, validly existing and in
good standing under the laws of the Province of Alberta with all requisite power
and authority to enter into, and perform the obligations under the
Agreement.
Section 3.02
Execution and Delivery. This Agreement
has been duly executed and delivered by VRCL and thereby constitutes a valid and
binding agreement.
Section 3.03
Consents and Approvals. The execution,
delivery and performance of this Agreement and the completion of the
transactions contemplated herein do not require VRCL to obtain any consent,
approval or action of, or make any filing with or give any notice to, any person
or entity except to get approval of its shareholders.
Section 3.04
No Conflict. The execution, delivery and
performance of this Agreement and the completion of the transactions
contemplated herein will not:
| a. |
violate any provisions of the Articles or Certificate of Incorporation, By-laws or other charter or organizational document of VRCL; | |
| b. |
violate, conflict with or result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice laps of time or both, constitute) a default under, any contract or agreement to which VRCL is a party to by or to which any of them or any of their respective assets or properties may be bound or subject; | |
| c. |
violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon VRCL or upon VRCL Shares or the properties or business of VRCL; | |
| d. |
violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to VRCL; or | |
| e. |
result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license. |
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Section 3.05
Material Information. There are no facts or conditions,
which have not been disclosed to GLOBAL in writing, which, individually or in
the aggregate, could have a material adverse effect on VRCL or a material
adverse effect on the ability of VRCL to perform any of its obligations pursuant
this Agreement.
Section 3.06
Absence of Certain Changes. Since the
date of the last VRCL Financial Statements, there has been no event, change or
development which could have a material adverse effect on VRCL.
Section 3.07
Undisclosed Liabilities. Except as
reflected or reserved against in the VRCL Financial Statements, as of and for
the period reflected therein, VRCL was not on that date subject to, and since
that date VRCL, obligation or responsibility, fixed or unfixed, ▇▇▇▇▇▇ or
inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute,
contingent or otherwise, of a kind required by generally accepted accounting
principles to be reflected or reserved against on a financial statement
(“Liabilities”), which individually or in the aggregate exceeds $400,000.
Section 3.08
Permits and Licenses.
| 1. |
VRCL has all permits and licenses that are necessary for the ownership and conduct of its business, and such permits and licenses are or, shall be, in full force and effect and are or, shall be, sufficient for the ownership and conduct of such business; | |
| 2. |
no violations exist or have been recorded in respect of any such permit or license; and to the best of VRCL’s knowledge, no proceeding is pending or threatened that would suspend, revoke or limit any such permit |
Section3.09
Liens. VRCL has marketable title to the
Assets and they are free and clear of any liens.
ARTICLE IV
REPRESENATIONS AND WARRANTIES OF GLOBAL
GLOBAL represents and warrants to VRCL as follows:
Section 4.01
Organization, Standing and Authority of
GLOBAL. GLOBAL is a Company to be registered in the State of Nevada and has
all requested power and authority to enter into this Agreement and to perform
their obligations hereunder.
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Section 4.02
Execution and Delivery. This Agreement has been duly
authorized, executed and delivered by GLOBAL and constitutes the valid and
binding agreement of GLOBAL enforceable against GLOBAL in accordance with its
terms.
Section 4.03
Consents and Approvals. The execution,
delivery and performance by GLOBAL of this Agreement and the completion by
GLOBAL of the transactions contemplated hereby do not require GLOBAL to obtain
any consent, approval or action of, or make any filing with or give any notice
to, any person.
Section 4.04
No Conflict. The execution, delivery and
performance of this Agreement and the completion of the transactions
contemplated herein will not:
| 1. |
violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which GLOBAL are a party or by or to which loans, assets or properties may be bound or subject; | |
| 2. |
violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body, foreign or domestic binding upon GLOBAL or upon the securities, assets or business of GLOBAL; or | |
| 3. |
result in the breach of any of the terms of conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by GLOBAL. |
Section 4.05
Material Information. This Agreement and
all other information provided, in writing, by GLOBAL or representatives thereof
to VRCL, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make any statement contained
herein or therein not misleading. There are no facts or conditions which have
not been disclosed to VRCL in writing which, individually or in the aggregate,
could have a material adverse effect on GLOBAL or a material adverse effect on
the ability of GLOBAL to perform any of their obligations pursuant to the
Agreement.
Section 4.06
Undisclosed Liabilities. GLOBAL has no
liabilities and GLOBAL was not subject to, and since that date GLOBAL has not
been incurred, any direct or indirect indebtedness, liability, claim, loss,
damage, or unliquidated, secured or unsecured, accrued, absolute, contingent or
otherwise that may affect his performance under this agreement.
Section 4.07
Compliance with Laws. To the best of its
knowledge, GLOBAL is not in violation of any applicable order, judgment,
injunction, award or decree nor is it in violation of any Federal, State, Local
or Foreign law, ordinance or regulation or any other requirement of any
governmental or regulatory body, court, arbitrator, or other than those
violations which, in the aggregate, would not have a material adverse effect on
GLOBAL and GLOBAL has not received written notice than any violation is being
alleged.
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Section 4.08
Actions and Proceedings. There are no
outstanding orders, judgments, injunctions, awards or decrees of any court,
governmental or regulatory body or arbitration tribunal against or involving
GLOBAL. There are no actions, suits or claims or legal, regulatory,
administrative or arbitration proceedings pending or, to the knowledge of GLOBAL
threatened against or involving GLOBAL.
Section 4.09
Liens. Global warrants that the
18,000,000 shares of Global are free of any liens and encumbrances, apart from
normal exchange restrictions, at the time of transfer.
ARTICLE V
GLOBAL COVENANTS AND AGREEMENTS
Section 5.03.
Litigation. From the date of this
Agreement to the Closing Date, GLOBAL shall notify VRCL of any actions or
proceedings that are threatened or commenced against GLOBAL or against any
properties or assets of GLOBAL with respect to their affairs and of any requests
for information or documentary materials by any governmental or regulatory body
in connection with the transactions contemplated hereby.
Section 5.04
Conduct of GLOBAL Pending the Closing.
From the date hereof through the Closing Date,
- GLOBAL shall use best efforts to conduct his affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained herein shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date
- GLOBAL shall promptly notify VRCL of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by GLOBAL.
Section 5.05
Expenses. GLOBAL shall bear his own
expenses incurred in connection with the preparation, execution and performance
of this Agreement and the transactions contemplated hereby, including, without
limitation, all fees and expenses of agents, representatives, counsel,
actuaries, and accountants.
Section 5.06
Further Assurances. GLOBAL shall execute
such documents and other papers and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.
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ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATION OF GLOBAL
TO CLOSE
The obligation of GLOBAL to enter into and complete the Asset Purchase and Share Exchange and related transactions contemplated by the Agreement is subject, at GLOBAL’s option, acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment on or before the Closing Date, of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
Section 6.01
Representations and Covenants. The
representations and warranties of VRCL contained in this Agreement shall be true
and correct on and as of the Closing Date with the same force and effect as
tough made on and as of the Closing Date, except that any of such
representations and warranties that are given as of a particular date and relate
solely to a particular dare or period shall be true as of such date or
period.
VRCL shall have performed and complied with all covenants and agreements required by the Agreement to be performed or complied with by them on or before the Closing Date. VRCL shall each have delivered to GLOBAL a certificate, dated the Closing Date, and signed by VRCL to the foregoing effect.
Section 6.02
Governmental Permits and Approvals. All
approvals, authorizations, consents, permits and licenses from governmental and
regulatory bodies required for the transactions contemplated by this Agreement
and to permit the business currently carried on by VRCL to continue to be
carried on by VRCL substantially in the same manner immediately following the
Closing Date shall have been obtained and shall be in full force and effect, and
GLOBAL shall have been furnished with appropriate evidence, reasonably
satisfactory to it, of the granting of such approvals, authorizations, consents,
permits and licenses; and there shall not have been any action taken by any
court, governmental or regulatory body then prohibiting or making illegal on the
Closing Date the transactions contemplated by this Agreement;
Section 6.03
Third Party Consents. All consents,
permits and approvals from parties to contracts with VRCL, including VRCL
shareholder approval, that may be required in connections with the performance
by VRCL of its obligations under this Agreement or the continuance of such
contracts with VRCL in full force and effect after the Closing Date, shall have
been obtained.
Section 6.04
Litigation. No action, suit or
proceeding shall have been instituted and be continuing or be threatened by any
person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in
connection with such transactions, or that has or could have a material adverse
effect on VRCL.
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Section 6.05
No Severance Payments. No Shareholders
shall be entitled to severance or change of control payments by VRCL as a result
of this Agreement being performed.
ARTICLE VII
CLOSING ARRANGEMENTS
Section 7.01.
Closing Location. The closing of the
Share Exchange and the other transactions contemplated by this Agreement (“The
Closing”) will take place at 13:00 (MST) on the Closing Date at the
offices of VRCL, or such other date or location as the parties may agree to in
writing.
Section 7.02.
VRCL’s Closing Documents. At the
Closing, VRCL will tender to GLOBAL:
| 1. |
Certified copies of resolutions of the directors, once shareholders approve the transaction, of VRCL in a form satisfactory to GLOBAL acting reasonably, authorizing the execution and delivery of this Agreement; |
Section 7.03.
GLOBAL Closing Documents. At the
Closing, GLOBAL will tender to VRCL:
| 1. |
Indemnities as contemplated in this agreement; | |
| 2. |
The 18,000,000 Shares of Global. |
Section 7.04.
Sequence. The parties hereto mutually agree to conduct the Closing by relying upon the exchange of undertakings and that the Closing shall take place in the following sequence:
-
GLOBAL will deliver to VRCL GLOBAL’s Closing Documents;
-
Upon receipt of GLOBAL’s Closing Documents, VRCL will sign as necessary;
-
GLOBAL will then deliver the Shares to GLOBAL to VRCL.
ARTICLE VIII
MISCELLANEOUS
Section 8.1.
Public Notices. The parties
agree that all notices to third parties and all other publicity concerning the
transactions contemplated by this Agreement shall be jointly planned and
coordinated and no party shall act unilaterally in this regard without the prior
approval of the others unless compelled by law, or the approval of the VRCL
shareholders, such approval not to be unreasonably withheld.
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Section 8.2.
Time. Time shall be of the essence
hereof. This agreement shall expire July 1, 2010 unless completed beforehand or
mutually extended in writing by both parties.
Section 8.3.
Notices. Any notice or other writing
required or permitted to be given hereunder or for the purposes hereof shall be
sufficiently given if delivered or faxed to the party to whom it is given or, if
mailed, by prepaid registered mail addressed to such party at:
| (a) |
if to VRCL , at: VRCL’s address | |
| (b) |
if to GLOBAL, at: GLOBAL’s address |
Or at such other address as the party to whom such writing is to be given shall have last notified to the party giving the same in the manner provided in this clause. Any notice mailed shall be deemed to have been given and received on the fifth business day next following the date of its mailing unless at the time of mailing or within five business days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the party to whom it is addressed shall be deemed to have been given and received on the business day next following the day it was delivered or faxed.
Section 8.4.
Governing Law. This Agreement shall be
governed by and construed in accordance with the law of the State of Nevada and
the parties submit and attorney to the jurisdiction of the courts of the State
of Nevada.
Section 8.5.
Severability.
If a court of other
tribunal of competent jurisdiction determines that any one or more of the
provisions contained in this Agreement is invalid, illegal or unenforceable in
any respect in any jurisdiction, the validity, legality and enforceability of
such provision or provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless in either case as a result of such determination this
Agreement would fail in its essential purpose.
Section 8.6.
Entire Agreement. This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, oral or written, by and between any of the
parties with respect to the subject matter hereof.
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Section 8.7.
Further Assurances. The parties
shall with reasonable diligence, do all such things and provide all such
reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each party shall provide such further
documents or instruments required by the other party as may be reasonably
necessary or desirable to give
| /s/ ▇▇▇▇ Hope | /s/ ▇▇▇▇ ▇▇▇▇ | |
| VRCL | GLOBAL |
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