SHARE EXCHANGE AGREEMENT
Exhibit 10.6
THIS SHARE EXCHANGE AGREMENT
(“Agreement”) is effective as of May 12th,
2007, by and between AMT Industries Canada, Inc., a Canadian corporation
(“AMT”), Vision Energy Group, Inc., a Nevada corporation (“Vision”), Xxxx Xxxx,
an individual, Xxxxx Xxxxx, an individual, and Xxxxxxx Xxxxxx, an
individual. Messrs. Cash, Short and Xxxxxx are sometimes referred to
herein as “Sellers.” Vision is sometimes referred to herein as
“Buyer.”
RECITALS
Whereas, AMT is the owner of certain
mining claims commonly referred to as “Tillicum Mountain.”
Whereas, Messrs. Cash, Short and Xxxxxx
hold 100% of the issued and outstanding common stock of AMT as
follows: Xxxx Xxxx: 276 shares, Xxxxx Xxxxx: 12 shares and Xxxxxxx
Xxxxxx: 12 shares.
Whereas, Vision desires to acquire 100%
of the outstanding common stock of AMT.
Whereas, Vision has 23,474,972 shares
of its common stock issued and outstanding as of the closing date as defined
below.
Whereas, Messrs. Cash, Short and Xxxxxx
desire to exchange 100% of the AMT common stock held by them for 100,000,000
shares of Vision.
Whereas, following the exchange of
common stock, Messrs. Cash, Short and Xxxxxx will be the controlling
shareholders of Vision.
Whereas, the parties to this Agreement
intend that the exchange of shares as contemplated hereby shall be a tax free
exchange under Title 26, Section 351 of the Internal Revenue Code.
Now, therefore, the parties agree as
follows:
AGREEMENT
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1.
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Mechanics of
Exchange. The parties shall carry out this Agreement as
follows:
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a. AMT shall
cancel the following outstanding shares of common stock: Xxxx Xxxx: 276 shares,
Xxxxx Xxxxx: 12 shares; Xxxxxxx Xxxxxx: 12 shares.
b. AMT shall
issue one share of common stock to Vision. Following the issuance,
Vision will own 100% of the outstanding stock of AMT.
c. Vision
shall issue 100,000,000 shares of common stock as follows: Xxxx Xxxx:
99,000,000; Xxxxx Xxxxx: 500,000; and Xxxxxxx Xxxxxx: 500,000. The
certificates issued will contain the following restrictive legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STAE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STAE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
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d.
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Closing Deliveries by
Sellers and AMT. At the Closing, Sellers and AMT shall
deliver or cause to be delivered the
following:
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i. Messrs.
Cash, Short and Cletius shall deliver canceled AMT share certificates
representing the following shares of AMT common stock: Xxxx Xxxx: 276 shares;
Xxxxx Xxxxx: 12 shares; Xxxxxxx Xxxxxx: 12 shares.
ii. AMT shall
deliver an AMT share certificate representing one share of AMT common stock
issued to Vision.
iii. AMT shall
deliver board resolutions authorizing this Agreement and the actions
hereunder.
e. Closing Deliveries by
Buyer. At the Closing, Buyer shall deliver or cause to be
delivered the following:
i. Buyer
shall deliver Vision share certificates representing the following issuances of
Vision common stock: Xxxx Xxxx: 99,000,000; Xxxxx Xxxxx: 500,000; and
Xxxxxxx Xxxxxx: 500,000.
ii. Vision
shall deliver board resolutions appointing Messrs. Cash, Short and Cletius as
members of the Vision Board of Directors and further appointing Mr. Cash as
president of Vision.
iii. Vision
shall deliver resignations of all Vision Board members, with the exception of
Messrs. Cash, Short and Cletius, as of the Closing Date.
iv. Vision
shall deliver resignations of all vision officers as of the Closing
Date.
v. Vision
shall deliver board resolutions authorizing this Agreement and the actions
hereunder.
2. Tax Free
Exchange. The
parties intend that the exchange of stock contemplated under the terms of this
Agreement shall be a tax free exchange under Title 26, Section 351 of the
Internal Revenue Code.
3. Representations and
Warranties of
Sellers. Sellers
jointly and severally represent, warrant and covenant to Buyer as of the date
hereof and as of the Closing Date as follows:
a. Power and
Authority. Sellers have all power and authority to enter into
and to carry out all of the terms of this Agreement and all other documents
executed and delivered in connection herewith (the “Documents”) the Documents
shall constitute the valid and legally binding obligations of Sellers
enforceable in accordance with their respective terms.
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4.
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Representations of
AMT.
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a. Power and
Authority. AMT has all corporate power and authority to enter
into and to carry out all of the terms of this Agreement and all other documents
executed and delivered in connection herewith. All corporate action
on the part of AMT, its officers, directors and shareholders necessary for the
authorization, execution, delivery and performance of the Documents by AMT has
been taken and no further corporate or other authorization on the part of AMT is
required to consummate the transactions provided for in the
Documents. When executed and delivered by AMT, the Documents shall
constitute the valid and legally binding obligations of AMT enforceable in
accordance with their respective terms. Neither the execution,
delivery nor performance of the Documents by AMT shall (i) violate or result in
a breach of any provisions of AMT’s articles of incorporation or
bylaws, (ii) constitute a default or result in a breach of any contract or
agreement to which it is a party or its assets or properties are bound, or (iii)
violate any order, writ, injunction, decree, judgment or other restriction of
any court, administrative agency or governmental body.
b. Claims. AMT
has all rights to the Tillicum Mountain claims and all agreements pertaining
thereto are in full force and effect, and binding and enforceable with its
terms.
c. No Governmental of Other
Proceeding or Litigation. No order of any court or
administrative agency is in effect which restrains or prohibits the transactions
contemplated hereby, and no suit, action, investigation, inquiry or proceeding
by any governmental body or other person, or legal or administrative proceeding
has been instituted or threatened which questions the validity or legality of
the transactions contemplated hereby.
d. Approvals and
Consents. There are no permits, consents or approvals of
public authorities, federal, state or local, or of any third party necessary for
the consummation of the transactions contemplated hereby.
e. Survival of Representations
and Warranties. The representations and warranties of AMT made
herein shall not be affected by any information furnished to or investigations
made by Buyer, or any of its employees or representatives in connection with the
subject matter of this Agreement and shall survive the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby for
a period commencing with the date hereof and expiring 12 months
thereafter.
6. Representations and
Warranties of Buyer. Buyer represents, warrants and covenants
to Seller as of the date hereof and as of the Closing Date as
follows:
a. Organization. Buyer
is a Nevada corporation validly existing and in good standing under the laws of
the State of Nevada.
b. Power and
Authority. Buyer has all requisite corporate power and
authority to enter into and to carry out all of the terms of this Agreement and
the other Documents executed and delivered in connection
herewith. All corporate action on the part of Buyer necessary for the
authorization, execution, delivery and performance of the Documents by Buyer has
been taken and no further authorization on the part of Buyer is required to
consummate the transactions provided for in the Documents. When
executed and delivered by Buyer, the Documents shall constitute the valid and
legally binding obligations of Buyer enforceable in accordance with their
respective terms.
c. Survival of Representations
and Warranties. The representations and warranties of Buyer
made herein shall not be affected by any information furnished to or
investigations made by Seller, or any of its employees or representatives in
connection with the subject matter of this Agreement and shall survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby for a period commencing with the date hereof
and expiring on 12 months thereafter.
7. Conditions to Sellers’ and
AMT’s Obligations. AMT’s and Sellers’ obligations hereunder
are subject to the fulfillment, on or before the Closing Date, of the following
conditions (any of which may be waived in writing by Seller):
a. Representations and
Warranties. The representations and warranties of Buyer
contained herein shall have been true and correct in all material respects as of
the Closing Date.
b. Performance of
Covenants. Buyer shall have performed and complied in all
material respects with all covenants, agreements, terms and conditions and
executed all documents required by this Agreement to be performed, complied with
or executed by it prior to or on the Closing Date.
8. Conditions to Buyer’s
Obligations. Buyer’s obligations hereunder are subject to the
fulfillment, on or before the Closing Date, of the following conditions (any of
which may be waived in writing by the Buyer):
a. Representations and
Warranties. The representations and warranties of Sellers and
AMT contained herein shall have been true and correct in all material respects
as of the closing date.
b. Performance of
Covenants. Sellers and AMT shall have performed and complied
in all material respects with all covenants, agreements, terms and conditions
and executed all documents required by this Agreement to be performed, complied
with or executed by it prior to or on the Closing Date.
c. No Governmental or Other
Proceeding or Litigation. No order of any court or
administrative agency shall be in effect which restrains or prohibits the
transactions contemplated hereby, and no suit, action, investigation, inquiry or
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.
d. Approval and
Consents. All permits, consents or approvals of applications
to public authorities, federal, state or local, and all approvals of any third
persons, the granting of which are necessary for the consummation of the
transactions contemplated hereby shall have been obtained.
9. Closing. The
closing contemplated by this Agreement shall take place at a location to be
agreed upon by the parties after May 12th,
2007 at 10:00 a.m. or at such other date and time as may be mutually agreed to
by the parties (“Closing Date”).
10. Indemnification by Sellers
and AMT.
a. Sellers
and AMT agree to indemnify, defend and hold harmless Buyer against and in
respect of any and all claims, demands, losses, costs, expenses, liabilities and
damages, including interest, penalties, and reasonable attorneys’ fees, that
Buyer shall incur or suffer which: (i) arise, result from or relate to any
material inaccuracy in or material breach or nonfulfillment of any of the
representations, warranties, covenants or agreements made by Seller in this
Agreement or in any other Document furnished to such party under this
Agreement.
11. Indemnification by Sellers
and AMT.
a. Buyer
agrees to indemnify, defend and hold harmless Sellers and AMT against and in
respect of any and all claims, demands, losses, costs, expenses, liabilities and
damages, including interest, penalties, and reasonable attorneys’ fees, that AMT
and/or Sellers shall incur or suffer which: (i) arise, result from or relate to
any material inaccuracy in or material breach or nonfulfillment of any of the
representations, warranties, covenants or agreements made by Seller in this
Agreement or in any other Document furnished to such party under this
Agreement.
12. General.
a. Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given when delivered personally or, if mailed, three (3)
business days after having been mailed by registered or certified mail with
return receipt requested, postage prepaid, addressed:
If to Buyer:
Xxxxxxx Xxxxx
Vision Energy Group, Inc.
0000 Xxxxxxxxx Xxx 000X
Xxx Xxxxxxx, XX 00000
If to Sellers or AMT:
Xxxxx 0, Xxx 0000
Xxxxxxxxx, XX 00000
Or at
such other address as shall have been furnished to the other in
writing.
b. Successors and
Assigns. Neither this Agreement nor the rights or obligations
of Seller under this Agreement shall be assignable without the written consent
of the parties.
c. Arbitration. Any
controversy or claim arising out of or relating to this Agreement of the breach
hereof, except as stated below, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in
effect. The decision of the arbitrator shall, except for mistakes of
law, be final and binding upon the parties hereto, and judgment upon the award
rendered by the arbitrator, which shall, in the case of damages, be limited to
actual damages proven in the arbitration, may be entered in any court having
jurisdiction thereof.
There
shall be a single arbitrator who shall be an existing or former judge of a court
of record within the United States or an attorney in good standing admitted to
practice for a period of at least ten (10) years within the United States. No
arbitration shall involve parties other than the parties hereto and their
respective successors and assigns or be in any respect binding with respect to
any such other parties. The site of the arbitration will be in the
County of Los Angeles, State of California.
The
parties to any arbitration arising hereunder shall have the right to take
depositions and to obtain discovery regarding the subject matter of the
arbitration and to use and exercise all of the same rights, remedies and
procedures, and be subject to all of the same duties, liabilities, and
obligations in the arbitration with respect to the subject matter thereof, as if
the subject matter of the arbitration were pending in a civil action before a
court of highest jurisdiction in the state where the arbitration is
held. The arbitrator shall have the power to enforce said discovery
by imposition of same terms, conditions, consequences, liabilities, sanctions
and penalties as can be or maybe imposed in like circumstances in a civil action
by a court of highest jurisdiction of the state in which the arbitration is
held, except the power to order the arrest or imprisonment of a
person.
If any
party commences an action, either arbitration or court proceedings, against any
other party arising out of or in connection with this Agreement, the prevailing
party or parties shall be entitled from the losing party or parties, both
attorney’s fees and costs of the arbitration and/or suit as part of the judgment
rendered.
d. Attorneys’
Fees. If
any legal action or any mutually agreed upon arbitration or other proceeding is
brought for the enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be
entitled.
e. Entire
Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof.
f. Modification. This
Agreement may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
g. Governing
Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California.
h. Counterparts. The
Agreement may be executed by facsimile and in several counterparts, each of
which is an original but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed on
the day and year first herinabove written.
“Buyer”
Vision
Energy Group, Inc.
/s/
Xxxxxxx Xxxxx
By: Xxxxxxx
Xxxxx
Its: Chief
Executive Officer
“AMT”
AMT
Industries Canada, Inc.
/s/ Xxxx
Xxxx
By: Xxxx
Xxxx
Its: President
/s/ Xxxx
Xxxx
Xxxx Xxxx
Individually
/s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
