SHARE PURCHASE AGREEMENT
Exhibit 99.2
THIS SHARE PURCHASE AGREEMENT is made as of the 24th day of April, 2018.
BETWEEN:
XXXXX RESOURCES LTD. Xxxxx 000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("Xxxxx")
AND:
XXXXX XXXXX, of 000 XX Xxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxxx 00000
("Xxxxx")
AND:
GRQ CONSULTANTS, INC. 401K, of 000 X. Xxxxxxx Xxxxxxx, #000, Xxxx Xxxxx, XX 00000
("GRQ")
WHEREAS:
| A. | Levon is the registered and beneficial owner of 890,046 common shares of Pershing Gold Corporation (the "Pershing Shares"). |
| X. | Xxxxx is the registered and beneficial owner of 5,637,000 common shares of Xxxxx (the "Xxxxx Xxxxx Shares"). |
| C. | GRQ is the beneficial owner of 3,263,467 common shares of Xxxxx registered in the name of GRQ Consultants Inc., 401K (the "GRQ Xxxxx Shares", and with the Xxxxx Xxxxx Shares, the "Xxxxx Shares"). |
| C. | Levon wishes to purchase the Xxxxx Shares from Xxxxx and GRQ in exchange for the Pershing Shares and Xxxxx and GRQ wish to purchase the Pershing Shares from Xxxxx in exchange for the Xxxxx Shares, all in accordance with and subject to the terms and conditions set forth in this Agreement |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual agreements contained herein and other good and valuable consideration (the receipt of which is acknowledged by each of the parties hereto) the parties hereto represent, covenant and agree as follows:
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ARTICLE 1
PURCHASE OF SHARES
| 1.1 | Purchase and Sale - Xxxxx: Xxxxx hereby agrees to sell, assign and transfer 563,700 Pershing Shares (the "Xxxxx Xxxxxxxx Shares") to Xxxxx and Xxxxx hereby agrees to purchase the Xxxxx Xxxxxxxx Shares from Xxxxx in consideration for the Xxxxx Xxxxx Shares; and |
| 1.2 | Purchase and Sale - GRQ: Xxxxx hereby agrees to sell, assign and transfer 326,346 Pershing Shares (the "GRQ Pershing Shares") to GRQ and GRQ hereby agrees to purchase the GRQ Pershing Shares from Xxxxx in consideration for the GRQ Xxxxx Shares. |
ARTICLE 2
REPRESENTATIONS
AND WARRANTIES OF XXXXX
| 2.1 | Representations and Warranties of Xxxxx: Xxxxx represents and warrants to each of Xxxxx and GRQ as follows, and acknowledges that Xxxxx and GRQ are relying upon the following representations and warranties in connection with the transaction contemplated by this Agreement: |
| (a) | Enforceability. This Agreement constitutes a legal, valid and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms. |
| (b) | Levon's Title to the Pershing Shares. The Pershing Shares are owned by Xxxxx as the legal and beneficial owner of record, with good and marketable title thereto, free and clear of all liens, charges, mortgages, security interests, encumbrances, rights, calls, claims and demands of every nature and kind whatsoever. Xxxxx has the full power and authority to sell, transfer and assign the Xxxxx Xxxxxxxx Shares and the GRQ Pershing Shares to Xxxxx and GRQ, respectively, and to vest in each of them good, valid and subsisting title in and to such Pershing Shares free and clear of all liens, charges, mortgages, security interests, encumbrances, rights, calls, claims, demands or liabilities of every nature and kind whatsoever. |
| (c) | Status of Xxxxx. Xxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia and has the requisite corporate power and authority to carry on the business now carried on by it and to own or lease its property and to execute and deliver this Agreement. |
| (d) | No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions among the parties contemplated hereby, or the due observance and performance by Xxxxx of its obligations herein: |
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| (i) | will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of the notice of articles and articles of Xxxxx; |
| (ii) | will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Xxxxx is subject; or |
| (iii) | will not violate or conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or result in the termination of or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Pershing Shares under any of the terms, conditions or provisions of its articles of incorporation or any note, bond, mortgage, indenture, deed of trust, licence, agreement or other instrument or obligation to which it is a party or of which it or any of its properties or assets may be bound or affected. |
| (e) | Transfer of Pershing Shares. Upon the purchase of the Xxxxx Xxxxxxxx Shares by Xxxxx and the GRQ Pershing Shares by GRQ pursuant to the provisions hereof, such Pershing Shares will be duly sold and transferred to Xxxxx and GRQ as fully paid and non-assessable shares in the capital of Pershing. |
| (f) | No Other Agreements Among Shareholders. Xxxxx is not party to, the subject of, or bound by any shareholders' or unanimous shareholders' agreement or any other instrument or contract which provides for any rights of first refusal, rights of first offer, or any other similar rights with respect to any of the Pershing Shares. |
| (g) | Purchasing for Own Account. Xxxxx is purchasing the Xxxxx Shares as principal for its own account and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are registered under, or exempt from the registration requirements of, and/or sales registered under applicable laws of any Governmental Authority having jurisdiction over the Xxxxx Shares. “Governmental Authority” for purposes herein means any nation or government, any state, provincial or political subdivision thereof any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any stock exchange, securities market or self-regulatory organization. |
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| (h) | Residence. Xxxxx is a resident of the address indicated on page 1 of this Agreement. |
| (i) | Fees. Xxxxx has not agreed to pay any compensation or other fee, cost or related expenditure to any underwriter, broker, agent or other representation in connection with the transactions contemplated hereby. |
| (j) | No Reliance. Xxxxx acknowledges that (i) it has sufficient knowledge and experience in business and financial matters as to be fully capable of evaluating this Agreement and the merits and risks of the transactions contemplated hereby, (ii) it is capable of bearing the economic risk of the transactions contemplated hereby, (iii) it is not relying on any advice or representation in connection with entering into this Agreement or the transactions hereunder other than the representations specifically made in this Agreement, (iv) it has access to sufficient information to make an informed decision regarding the transactions hereunder; (v) it has not received from any other party any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of its obligations hereunder and thereunder, and (vi) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and has entered into this Agreement based on its own independent judgment and, if applicable, on the advice of such advisors, and not on any view (whether written or oral) expressed by any other party. |
ARTICLE 3
REPRESENTATIONS,
WARRANTIES OF XXXXX AND GRQ
| 3.1 | Representations and Warranties of Xxxxx: Each of Xxxxx and GRQ represents and warrants to Xxxxx as follows and acknowledges that Xxxxx is relying upon the following representations and warranties in connection with its sale to them of the Pershing Shares: |
| (a) | Enforceability. This Agreement constitutes a legal, valid and binding obligation of each of Xxxxx and GRQ, enforceable against each of them in accordance with its terms. |
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| (b) | Title to the Xxxxx Shares. Xxxxx owns the Xxxxx Xxxxx Shares as the legal and beneficial owner of record, with good and marketable title thereto, free and clear of all liens, charges, mortgages, security interests, encumbrances, rights, calls, claims and demands of every nature and kind whatsoever. GRQ is the beneficial owner of the GRQ Xxxxx Shares, which are registered in the name of GRQ Consultants Inc., 401k, with good and marketable title thereto, free and clear of all liens, charges, mortgages, security interests, encumbrances, rights, calls, claims and demands of every nature and kind whatsoever. Each of Xxxxx and GRQ has the full power and authority to sell, transfer and assign their respective Xxxxx Shares to Xxxxx and to vest in Xxxxx good, valid and subsisting title in and to such Xxxxx Shares free and clear of all liens, charges, mortgages, security interests, encumbrances, rights, calls, claims, demands or liabilities of every nature and kind whatsoever. |
| (c) | Status of GRQ. GRQ is a corporation duly incorporated, validly existing and in good standing under the laws of Florida and has the requisite corporate power and authority to carry on the business now carried on by it and to own or lease its property and to execute and deliver this Agreement. |
| (d) | No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions among the parties contemplated hereby, or the due observance and performance by Xxxxx and GRQ of their respective obligations herein: |
| (i) | will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of the articles and bylaws or equivalent constitutional documents of GRQ; |
| (ii) | will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which either Xxxxx or GRQ is subject; or |
| (iii) | will not violate or conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or result in the termination of or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Xxxxx Shares under any of the terms, conditions or provisions of GRQ’s articles of incorporation or by-laws or any note, bond, mortgage, indenture, deed of trust, licence, agreement or other instrument or obligation to which either Xxxxx or GRQ is a party or of which either Xxxxx or GRQ or any of their respective properties or assets may be bound or affected. |
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| (e) | Transfer of Xxxxx Shares. Upon the purchase of the Xxxxx Shares by Xxxxx pursuant to the provisions hereof, the Xxxxx Shares will be duly sold and transferred to Xxxxx as fully paid and non-assessable shares in the capital of Xxxxx. |
| (f) | Purchasing for Own Account. Each of Xxxxx and GRQ is purchasing the Xxxxx Xxxxxxxx Shares and the GRQ Pershing Shares, respectively, as principal for its own account and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or exempt from the registration requirements of, and/or sales registered under the Securities Act. |
| (g) | Residence. Xxxxx and GRQ are residents of the addresses indicated on page 1 of this Agreement. |
| (h) | No Other Agreements Among Shareholders. Neither Xxxxx nor GRQ is not party to, the subject of, or bound by any shareholders' or unanimous shareholders' agreement or any other instrument or contract which provides for any rights of first refusal, rights of first offer, or any other similar rights with respect to any of the Xxxxx Shares. |
| (i) | Fees. Each of Xxxxx and GRQ has agreed not to pay any compensation or other fee, cost or related expenditure to any underwriter, broker, agent or other representation in connection with the transactions contemplated hereby. |
| (j) | No Reliance. Each of Xxxxx and GRQ acknowledges (i) it has sufficient knowledge and experience in business and financial matters as to be fully capable of evaluating this Agreement and the merits and risks of the transactions contemplated hereby, (ii) it is capable of bearing the economic risk of the transactions contemplated hereby, (iii) it is not relying on any advice or representation in connection with entering into this Agreement or the transactions hereunder other than the representations specifically made in this Agreement, (iv) it has access to sufficient information to make an informed decision regarding the transactions hereunder; (v) it has not received from any other party any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of its obligations hereunder and thereunder, and (vi) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and has entered into this Agreement based on its own independent judgment and, if applicable, on the advice of such advisors, and not on any view (whether written or oral) expressed by any other party. |
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ARTICLE 4
CLOSING
| 4.1 | Closing: The closing of the transactions contemplated by this agreement shall be held at the offices of Stikeman Elliott LLP, Levon’s solicitors, at Suite 0000 Xxxx Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0 Xxxxxx and shall take place on the first business day following the satisfaction or waiver of the conditions set forth in Sections 4.2 and 4.3 below (excluding conditions that, by their terms, are to be satisfied at the Time of Closing, but subject to the satisfaction or waiver of such conditions) or such other date or time as agreed upon by the parties in writing, which shall be no later than May 7, 2018 (the “Time of Closing”). |
| 4.2 | Conditions to Xxxxx and GRQ’s Obligations at Time of Closing: Xxxxx and GRQ’s obligations to effect the closing, are conditioned upon the fulfillment (or waiver by Xxxxx and GRQ in writing in their sole and absolute discretion) of each of the following as of the Time of Closing, and Xxxxx shall use commercially reasonable efforts to cause each of the following conditions to be satisfied: |
| (a) | delivery to each of Xxxxx and GRQ, a certificate of the Chief Executive Officer of Xxxxx confirming that the representations and warranties of Xxxxx contained in this Agreement remain true and correct at the Time of Closing; |
| (b) | delivery to Xxxxx of an electronic book entry statement representing the Xxxxx Xxxxxxxx Shares registered in Xxxxx'x name or as Xxxxx may otherwise direct; |
| (c) | delivery to GRQ of an electronic book entry statement representing the GRQ Pershing Shares registered in GRQ's name or as GRQ may otherwise direct; |
| (e) | Xxxxx shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by Xxxxx on or before the Time of Closing; and |
| (d) | there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby. |
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| 4.3 | Conditions to Levon’s Obligations at Time of Closing: Levon’s obligation to effect the closing, is conditioned upon the fulfillment (or waiver by Xxxxx in writing in its sole and absolute discretion) of each of the following as of the Time of Closing, and Xxxxx and GRQ shall use commercially reasonable efforts to cause each of the following conditions to be satisfied: |
| (a) | delivery of a certificate of Xxxxx confirming that the representations and warranties of Xxxxx contained in this Agreement remain true and correct at the Time of Closing; |
| (b) | delivery of a share certificate representing the Xxxxx Xxxxx Shares registered in Levon's name or as Xxxxx may otherwise direct; |
| (c) | delivery of a certificate of GRQ confirming that the representations and warranties of GRQ contained in this Agreement remain true and correct at the Time of Closing; |
| (d) | delivery of a share certificate representing the GRQ Xxxxx Shares registered in Levon's name or as Xxxxx may otherwise direct; |
| (e) | Xxxxx and GRQ shall each have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by Xxxxx or GRQ, as applicable, on or before the Time of Closing; and |
| (d) | there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby. |
ARTICLE 5
GENERAL
| 5.1 | Survival of Covenants, Representations and Warranties: All covenants, representations and warranties made by the parties in this Agreement shall continue in full force and effect for a period of twelve months. |
| 5.2 | Further Assurances: Each of the parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date, reasonably require in order to carry out the full intent and meaning of this Agreement. |
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| 5.3 | Prior Agreements Superseded. This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. |
| 5.4 | Governing Law; Jurisdiction. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All actions or claims arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court sitting in the State of Delaware. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. |
| 5.5 | Counterparts: This Agreement may be executed by the parties hereto in one or more counterparts with the same effect as if all the parties hereto had executed on document. The execution of this Agreement and any agreement or instrument entered into in connection with this Agreement, and any amendment hereto or thereto, by any of the parties may be evidenced by way of a facsimile or portable document format (.pdf) transmission of such party’s signature, or a photocopy of such facsimile or portable document format (.pdf) transmission, and such facsimile or portable document format (.pdf) signature shall be deemed to constitute the original signature of such party hereto. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| XXXXX RESOURCES LTD. | |
| Per: | |
| /s/ Xxx Xxxxxxxx | |
| Xxx Xxxxxxxx | |
| President and CEO | |
| /s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx | |
| GRQ CONSULTANTS INC. 401K | |
| Per: | |
| /s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx | |
| Trustee | |
