Share Purchase/Sale Agreement
Page 6
--------------------------------------------------------------------------------
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT made the 28th day of November, 2013
BETWEEN:
C.A.B. Financial Services Ltd and ▇▇▇▇▇ ▇▇▇▇▇ (together, "CAB")
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇
and
WESTERN STANDARD ENERGY CORP. ("Western")
▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
WHEREAS:
A. CAB is the owner of the Forty One Percent (41%) of the capital stock, namely
4,500,100 shares of PRO ECO ENERGY LTD. (the "Pro Eco Shares");
B. CAB has agreed to exchange all of its right, title, and interest in and to
the Pro Eco Shares in exchange for Four Million Common Shares of Western (the
"Western Shares") on the terms and conditions set out in this Agreement.
NOW THEREFORE, in consideration of ten ($10.00) dollars and other good and
valuable consideration now paid by each of the parties to the other (the receipt
and sufficiency of which is acknowledged) and of the mutual covenants and
agreements contained in this Agreement, the parties agree as follows:
1. PURCHASE AND SALE
1.1 CAB agrees to transfer to Western all of its right, title, and interest in
and to the Pro Eco Shares and Western agrees to issue to CAB the Western
Shares, each of which is to occur within 96 hours of signing this agreement
and the share exchange to occur simultaneously at a mutually agreeable
location.
2. CAB'S REPRESENTATIONS AND WARRANTIES
2.1 CAB represents and warrants to Western, with the intent that Western shall
rely on such in entering into this Agreement, that as of the date of the
Agreement (unless otherwise specified) and the Closing Date (unless this
Agreement is earlier terminated):
(a) CAB is the registered and beneficial owner of the Pro Eco Shares;
(b) on the Closing Date CAB will have no indebtedness to any person,
business, company, or governmental authority which by operation of law
or otherwise then constitutes a lien, charge or encumbrance on the Pro
Eco Shares;
Share Purchase/Sale Agreement
Page 2
--------------------------------------------------------------------------------
(c) there is no claim or litigation pending against the Pro Eco Shares;
(d) CAB is a business located within Canada within the meaning of the
Income Tax Act (Canada).
(e) all current assets and liabilities of Pro Eco Energy Ltd. will remain
as stated in the Financial Statements attached hereto as Schedule "B".
(f) to the best of the CAB's knowledge all current assets of the Company
will remain the property of the Company and CAB will take no actions
to remove or agree to the removal of any assets from the Company.
3. WESTERN'S REPRESENTATIONS AND WARRANTIES
3.1 Western represents and warrants to CAB, with the intent that CAB shall rely
on such in entering into this Agreement, that as of the date of the
Agreement (unless otherwise specified) and the Closing Date (unless this
Agreement is earlier terminated):
(a) Western is authorized to issue the Western Shares as newly issued
treasury shares;
(b) Western shall not authorize nor effect any share consolidation during
the period that is 15 months from the Closing Date;
(c) Western shall not authorize nor effect any increase in its authorized
share capital beyond the existing 200,000,000 during the period that
is 15 months from the Closing Date;
(d) Western shall use all best efforts to submit all required filings such
as Forms 10Q and Form 8K and others, to the Securities and Exchange
Commission and to maintain all required filings from time to time to
remain in good standing and current.
4. TITLE TO THE PURCHASED SHARES
On the Closing Date, CAB shall have good and marketable title to the Pro Eco
Shares free and clear of all liens, charges, and encumbrances except for the
Permitted Encumbrances;
5. SHARES
CAB owns the Pro Eco Shares as the legal and beneficial owner thereof, free of
all liens, claims, charges and encumbrances whatsoever. CAB has due and
sufficient right and authority to enter into this Agreement on the terms and
conditions herein set forth and to transfer the legal and beneficial title and
Share Purchase/Sale Agreement
Page 3
--------------------------------------------------------------------------------
ownership of the Pro Eco Shares to Western. No person, firm or corporation has
any agreement or option or a right capable of becoming an agreement for the
purchase of the Pro Eco Shares.
6. SURVIVAL OF CAB'S REPRESENTATIONS AND WARRANTIES
The representations and warranties contained in paragraph shall survive the
Closing Date and shall continue in full force and effect for the benefit of
Western after the Closing Date notwithstanding any independent inquiry or
investigation by Western or the waiver by Western of any conditions.
7. CAB'S INDEMNITY
7.1 CAB will indemnify Western against, and save it harmless from, any loss,
cost or damage of any nature whatsoever sustained by Western directly or
indirectly by reason of a breach or inaccuracy of any of the warranties or
representations.
7.2 CAB acknowledges and agrees that Western has entered into this Agreement
relying on such warranties and representations and the other warranties,
representations, terms and conditions set out in this Agreement.
8. WESTERN'S INDEMNITY
8.1 Western will indemnify CAB against, and save it harmless from, any loss,
cost or damage of any nature whatsoever sustained by Western directly or
indirectly by reason of a breach or inaccuracy of any of the warranties or
representations.
8.2 Western acknowledges and agrees that CAB has entered into this Agreement
relying on such warranties and representations and the other warranties,
representations, terms and conditions set out in this Agreement.
9. WESTERN'S REPRESENTATIONS AND WARRANTIES
9.1 Western hereby represents and warrants as representations and warranties
that will be true as of the Closing Date as follows:
(a) Western is a body corporate duly incorporated and existing under the
laws of the State of Nevada and duly qualified to purchase and own the
Pro Eco Shares and Western has full power, authority and capacity to
enter into this Agreement and carry out the transactions contemplated
herein;
(b) there is no action or proceeding pending or to Western's knowledge
threatened against Western before any court, arbiter, arbitration
panel, administrative tribunal or agency which, if decided adversely
to Western, might materially affect Western's ability to perform its
obligations hereunder; and
Share Purchase/Sale Agreement
Page 4
--------------------------------------------------------------------------------
(c) neither Western entering into this Agreement nor the
performance of its terms will result in the breach of or
constitute a default under any term or provision of any
indenture, mortgage, deed of trust or other agreement to which
Western is bound or subject.
10. COVENANTS
10.1 Not Applicable.
11. SURVIVAL OF COVENANTS
Not Applicable.
12. CLOSING PROCEDURE
This Agreement will complete on or before NOVEMBER 30, 2013 (the "Closing
Date").
13. VENDOR' DOCUMENTS
Prior to the Closing Date, CAB shall deliver to Western the following:
(a) share certificates representing the Pro Eco Shares duly endorsed for
transfer;
(b) such other documents and assurances as may be reasonably required by
Western to give full effect to the intent and meaning of this
Agreement;
(c) a statutory declaration sworn by CAB certifying, to the best of their
knowledge, information and belief (after due enquiry) that the
representations and warranties of CAB set forth in paragraph 2.1
hereof are true and correct as of the Closing Date;
14. MISCELLANEOUS
Time shall be of the essence of this agreement and the transactions contemplated
in this Agreement notwithstanding the extension of any of the dates under this
Agreement. The parties agree to Sign all other agreement necessary to implement
this agreement and to make it binding.
15. TENDER
Any tender of documents or money may be made upon the party being tendered or
upon its solicitors, and money may be tendered by certified cheque, solicitor's
trust cheque, or bank draft.
Share Purchase/Sale Agreement
Page 5
--------------------------------------------------------------------------------
16. NOTICE
Any notice required or permitted to be given under this Agreement shall be
sufficiently given if delivered personally or if sent by prepaid registered mail
as follows:
to Western at:
▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
to CAB at:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇
provided that any party shall be entitled to designate another address by giving
notice of it to the other party in accordance with the terms of this Agreement.
Any notice so mailed shall be deemed to have been received, except during a
period of interruption of normal postal service, on the fourth business day
following the date of mailing in Kelowna, B.C.
17. FURTHER ASSURANCES
Each of the parties shall, at the expense of the other party, execute and
deliver all such further documents and do such further acts and things as the
other party may reasonably request from time to time to give full effect to this
Agreement.
18. PAYMENT OF FEES
Each party shall pay its own legal fees.
19. BINDING EFFECT
This Agreement shall enure to the benefit of and be binding upon the parties,
their respective heirs, executors, administrators, and other legal
representatives and, to the extent permitted in this Agreement, their respective
successors and assigns.
20. APPLICABLE LAW
This Agreement shall be interpreted in accordance with the laws of British
Columbia and the laws of Canada applicable in British Columbia.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of the Agreement and contains all of the representations,
warranties, covenants and agreements of the respective parties, and may not be
amended or modified except by an instrument in writing executed by all parties.
This Agreement supersedes all prior agreements, memoranda, and negotiations
between the parties.
Share Purchase/Sale Agreement
Page 6
--------------------------------------------------------------------------------
22. SCHEDULES
The Schedules attached to this Agreement form part of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
WESTERN STANDARD ENERGY CORP.
/s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇, President
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
C.A.B. FINANCIAL SERVICES LTD.
/s/ C.A.B. Financial Services Ltd.
----------------------------------------
SCHEDULE A
Share Purchase/Sale Agreement
Page 7
--------------------------------------------------------------------------------
SCHEDULE B
Share Purchase/Sale Agreement
Page 7
--------------------------------------------------------------------------------