EXHIBIT 20.1
Memorandum of Agreement
This Memorandum of Agreement ("MOA"), dated August 25, 2004, is entered
into by and between O'Hara Resources, Ltd., a Nevada Corporation, ("OHRL") and
Vision Energy Corporation, a Nevada Corporation, ("VEC"). Pursuant to this MOA,
it is the specific intent of OHRL and VEC to set forth a series of steps which
will be taken by OHRL and VEC to consummate OHRL's complete and total
acquisition of VEC, including all of VEC's assets and liabilities and including
all of the assets and liabilities of VEC's current wholly owned subsidiaries
(Vision Energy Group, a Nevada Corporation ("VEG") and Gulf Energy Corporation,
a Nevada Corporation). The aforementioned purchase will take place in two
phases. Pursuant to the first phase, OHRL will initially purchase a fifty
percent (50%) interest in three energy projects being developed by VEG by and
through OHRL's acquisition of fifty percent (50%) of VEG's outstanding stock.
Pursuant to the second phase, VEC will complete its accounts and will thereafter
immediately merge with VEG (which is pursuant to this MOA to be renamed
Antarctic Holdings, Inc.") whereupon OHRL (which is pursuant to this MOA to be
renamed Vision Energy Group) will in turn merge with VEG (Antarctic Holdings,
Inc.) thereby capturing all of the remaining assets and liabilities of VEC and
both of VEC's current wholly owned subsidiaries. OHRL's acquisition of all of
VEC and all of VEC's wholly owned subsidiaries will be completed as follows:
1. Upon the signing of this MOA, VEC will obtain Board of Director approval from
VEG's Board of Directors to issue 2,000,000 shares of VEG's common stock to OHRL
and will thereafter issue 2,000,000 shares of VEG's common stock to OHRL
representing a fifty percent (50%) ownership interest in VEG.
2. Upon the signing of this MOA, OHRL will obtain Board of Director approval to
issue 10,000,000 shares of OHRL's common stock to VEG and will thereafter issue
10,000,000 shares of OHRL's common stock to VEG.
3. Upon the signing of this MOA, OHRL will obtain Board of Director approval to
appoint two (2) persons nominated by VEC to OHRL's Board of Directors and will
thereafter appoint the two persons to OHRL's Board. The two (2) persons to be so
nominated to and elected to OHRL's Board of Directors are Mr. Xxxxxxx Xxxxx and
Xx. Xxxxx Xxxxxxxxx. Upon the completion of the acquisition of VEC by OHRL
contemplated by this MOA in its entirety, Xx. Xxxxx Xxxxxx and Xx. Xxxxxx
Xxxxxxxx will both resign from OHRL's (renamed Vision Energy Group) Board of
Directors.
4. Upon the signing of this MOA, OHRL will obtain Board of Director approval to
convert all present salaries due and owing to Xx. Xxxxxx X. Xxxxxxx and Dr.
Xxxxxxx Xxxxxxxx into shares of OHRL's common stock at a strike price of $0.05
per share. Nothing stated in this MOA shall prevent OHRL's Board of Directors
from voting to convert amounts due and owing to the remainder of OHRL's Board of
Directors into shares of OHRL's common stock if the Board of Directors
determines that doing so is in the best interest of OHRL.
5. Upon the signing of this MOA, OHRL's Board of Directors will pass a
resolution approving the issuance of sufficient shares of OHRL's common stock in
a private placement to raise at least $100,000 to be used as working capital.
6. Upon the signing of this MOA, Xx. Xxxxxx Xxxxxxx will in due course resign
his position as President of OHRL and OHRL will in turn obtain Board of Director
approval to appoint Mr. Xxxxxxx Xxxxx to the position of President of OHRL.
OHRL's Board of Directors will thereafter appoint Xx. Xxxxx to the position of
President of OHRL whereupon Xx. Xxxxxxx will retain his position as CEO of OHRL
and his position as Chairman of the Board of OHRL and Secretary of OHRL.
7. Upon the signing of this MOA, OHRL will obtain Board of Director approval to
change its office address from Reno, Nevada to Las Vegas, Nevada.
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8. Upon the signing of this MOA, VEC will rename its wholly owned subsidiary,
Vision Energy Group. The new name will be Antarctic Holdings, Inc. At the same
time, VEC will assign the name Vision Energy Group to OHRL. OHRL will in turn
obtain Board of Director approval to change OHRL's name to Vision Energy Group.
OHRL will thereafter initiate those processes necessary with the Nevada
Secretary of State and the SEC to complete and effectuate the name change.
9. Upon the signing of this MOA, OHRL will obtain Board of Director approval to
open a new bank account with CitiBank in Las Vegas, Nevada. The account will be
opened under the name Vision Energy Group and will require co-signatures of Mr.
Xxxxxxx Xxxxx and at least one other officer or director of OHRL (renamed Vision
Energy Group).
10. Upon the formal execution of all resolutions and minutes described in this
MOA, VEC will immediately provide Xx. Xxxxxx Xxxxxxx with a cashiers check in
the amount of $5,000.00 and Dr. Xxxxxxx Xxxxxxxx with a cashiers check in the
amount of $5,000.00 as payment in part of those amounts provided to date by Xx.
Xxxxxxx and Xx. Xxxxxxxx to OHRL for the payment of OHRL's day-to-day and other
expenses. All remaining amounts due and owing to Xx. Xxxxxxx and Xx. Xxxxxxxx by
OHRL (not including accrued salary as of the date of this MOA) shall in due
course be paid by OHRL (renamed Vision Energy Group) to Xx. Xxxxxxx and Xx.
Xxxxxxxx at such time as OHRL (renamed Vision Energy Group) achieves a positive
cash flow. If, for any reason, this MOA is cancelled, rescinded and unwound, all
amounts paid by VEC or otherwise to Xx. Xxxxxxx and/or to Xx. Xxxxxxxx shall be
non-refundable.
11. Upon the formal execution of all resolutions described in this MOA, VEC will
in due course provide OHRL, via a deposit into the CitiBank account described in
9 above, with sufficient funds (approximately $1,600.00) which will be paid by
OHRL (renamed Vision Energy Group) to Nevada Agency and Trust Company which is
owed approximately $14,100.00 and sufficient funds (approximately $5,000.00)
which will be paid by OHRL (renamed Vision Energy Group) to Xxxxxxxx and
Associates which is owed approximately $5,000.00 by OHRL. If, for any reason,
this MOA is cancelled, rescinded and unwound, all amounts paid by VEC or
otherwise to OHRL (renamed Vision Energy Group) for payment to Nevada Agency and
Trust Company and/or to Xxxxxxxx and Associates shall be non-refundable.
12. Upon the signing of this MOA, VEC will assign a one hundred percent (100%)
ownership interest in three energy projects being developed by VEC to it's
subsidiary, Vision Energy Group (to be renamed Antarctic Holdings, Inc. pursuant
to "8" above). The three projects to be assigned are: (a) Solono Garbage
Company/Republic Brothers (LFG to LNG); (b) Sierra Pacific/Xxxxx/Xxxxx (Letdown
Energy Recovery/possible ORC installation); and (c) Waste Management Inc./Simi
Valley (LFG to LNG). Within 24 hours of the assignment, VEC will provide OHRL
with documentation establishing the economic viability of each of the three
projects identified in the preceding sentence, including letters of intent,
contracts, proposals, feasibility studies, etc.
13. Upon the signing of this MOA, Xx. Xxxxxx Xxxxxxx and Dr. Xxxxxxx Xxxxxxxx
will sign a separate agreement by which they will both agree to vote all of
their issued and outstanding stock, under their control, in a like manner to any
and all stock held by VEC for a period of 12 months from the date of this MOA or
until VEC and all of its assets and liabilities including its wholly owned
subsidiaries have been acquired in full by OHRL pursuant to the terms of this
MOA.
14. Upon the signing of this MOA and as soon as is conveniently and economically
possible, OHRL (renamed Vision Energy Group) will conduct a shareholders meeting
for the purpose of ratifying the decisions and resolutions made and completed
pursuant to this MOA.
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15. Within 60 days from the signing of this MOA or whatever time is required to
complete the accounts of VEC and the merger of VEC into VEG, OHRL (renamed
Vision Energy Group) will acquire the remainder of VEC's assets and liabilities,
including all of the remaining assets and liabilities of VEC's wholly owned
subsidiaries. The purchase shall be consummated via an assignment of all of
VEC's outstanding stock to OHRL on terms that reflect the asset value of VEC's
and OHRL's (renamed Vision Energy Group) shares. The second phase of this merger
may vary in structure while still achieving the described net result pursuant to
which VEC and OHRL merge into a trading company named Vision Energy Group the
ownership of which will include the shareholders of both companies.
16. By signing this MOA, VEC represents on behalf of itself, its officers,
directors, subsidiaries and the officers and directors of its subsidiaries that
Mr. Xxxxx Xxxxxxxx and Xx. Xxxxxx (Xxxx) Xxxxxxxxxx are in no way, whatsoever,
associated with or involved in the acquisition of VEC by OHRL (to be renamed
Vision Energy Group) contemplated by this MOA.
17. If, for any reason, this MOA is cancelled, rescinded or unwound, none of the
provisions stated in this MOA will apply. VEC and OHRL will thereafter use their
best efforts to place one another in the positions they held prior to the
signing of this MOA. It is hereby specifically understood, however, that should
this MOA be cancelled, rescinded or unwound, any amounts paid by VEC or
otherwise to OHRL (to be renamed Vision Energy Group) on behalf of OHRL (to be
renamed Vision Energy Group), to Xx. Xxxxxxx and/or to Xx. Xxxxxxxx shall remain
non-refundable.
Dated: August 25, 2004
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and CEO
O'Hara Resources, Ltd.
Dated: August 25, 2004
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
Vision Energy Corporation
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