SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 24, 2009, is by and among American Energy Fields, Inc., a Delaware corporation (the “Parent”), Green Energy Fields, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 24, 2009, is made by and between American Energy Fields, Inc., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 24, 2009, by American Energy Fields, Inc., a Delaware corporation (“Assignor”), and Sienna Resources Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • Delaware
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Energy Fields, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”) at a purchase price of $0.15 per share which Units shall include a two (2) year warrant to purchase fifty (50%) percent of the number of shares of common stock purchased (the “Warrant Shares”) at a per share exercise price of $0.40 (the “Exercise Price”), substantially in the form attached hereto as Exhibit A (the “Warrants”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Shares, the Warrants, and the Warrant Shares. This Agreement has been distributed by Green Energy Fields, Inc. (“GEF”) on behalf the intended successor in interest to the business of GEF, and as such, the delivery of funds by Subscriber to the a
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of November 30, 2009, by and between CPX Uranium, Inc. (“CPX”), with an address of 3266 West Galveston Road, #107 Apache Junction Arizona, 85220, NPX Metals, Inc., with an address of 3266 West Galveston Road, #107 Apache Junction Arizona, 85220 (“NPX” and collectively with “CPX”, “Assignor”), and Green Energy Fields, Inc a Nevada corporation (“Assignee”).
