SHARE PURCHASE
AGREEMENT
THIS AGREEMENT is made effective as of August 4, 2009
BETWEEN:
UREX ENERGY CORP.
, a corporation being organized pursuant
to the laws of Nevada and having an address for notice and delivery
located at 10580 N. McCarran Blvd., Building 115-208, Reno, Nevada
89503;
(the “Vendor”)
AND:
UNITED ENERGY METALS
S.A. , a corporation
incorporated pursuant to the laws of Argentina and having an office
address located at 1052 San Martín Avenue, 3rd floor, Office
17, Ciudad, Mendoza, Argentina;
(the “Company”)
AND:
SGI Partners, LLC
, a
limited liability corporation incorporated pursuant to the laws of
the State of Nevada and having an address for notice and delivery
located at 2888 Loker Avenue East, Suite 304, Carlsbad, CA
92010;
(the “Purchaser”)
WHEREAS:
(A)
The Vendor is the legal and beneficial
owner of 99.99% of the issued and outstanding shares (the
“Purchased Shares”) of United Energy Metals S.A.
(“Minera Argentina” or “Company”) as set
forth in Schedule A attached hereto;
(B)
The Company is in the business of
acquiring, exploring and developing mineral properties in Argentina
(the “Business”);
(C)
The Company is the legal and beneficial
owner of certain permits and applications for uranium exploration
and exploitation in the province of Chubut, Argentina, which
permits and cateos are more particularly described in Schedule B
attached hereto (the “Property”);
(D)
The Vendor has agreed to sell to the
Purchaser and the Purchaser has agreed to purchase the Purchased
Shares in accordance with the terms and conditions hereinafter set
forth;
NOW THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the sum of $10.00 now paid by the Purchaser to the
Vendor and for other good and valuable consideration, the receipt
and sufficiency whereof the Vendor hereby acknowledges, THE
PARTIES HERETO AGREE AS FOLLOWS :
1.
Definitions
1.1
In this Agreement the following
expressions shall, where the context so admits, bear the meaning
respectively set opposite them:
(a)
“ Acquisition Period ”
The period during the term of this Agreement from the date hereof
to and including the Closing Date.
(b)
“ Agreement ” This
Agreement, as the same may be amended, supplemented or modified
from time to time.
(c)
“ Closing Date ” That
date which is September 25, 2009.
(d)
“ Material Contracts ”
means those contracts described in Schedule F.
(e)
“ Operator Agreement ”
means the agreement contemplated to be entered into between the
Company and Minera Teles Pires Inc. to be completed within 120 days
of the Closing Date.
(f)
“ Parties ” The
parties to this Agreement consist of the Vendor, the Company and
the Purchaser.
(g)
“ Property ” Those
permits and cateos for uranium exploration and exploitation in the
province of Chubut, Argentina, which permits and cateos are more
particularly described in Schedule B together with all mining
leases and all other mining interests derived from any such
claims.
(h)
“ Purchase Price ” The
consideration specified in subsection 3.3 hereof for the purchase
of the Shares by the Purchaser.
(i)
“ Royalty ” The amount
of royalty from time to time payable to the Vendor or other as
specified in section 7 and as defined in Schedule “H”
attached hereto.
(j)
“ Time of Closing ”
means 2:00 o’clock p.m. (Pacific Standard Time) on the
Closing Date.
2.
Schedules
The following schedules are attached to
and incorporated in this Agreement by reference and deemed to be
part of this Agreement:
Schedule A
Purchased Shares and Vendor
Schedule B
Description of Mineral Titles
Schedule C
Intentionally Blank
Schedule D -
Constating Documents
Schedule E -
Financial Statements of the
Company
Schedule F -
Material Contracts
Schedule G -
Permits
Schedule H -
Net Smelter Return Royalty
3.
Object
3.1
The Vendor, subject to the terms hereof
and based on the representations and warranties contained herein,
hereby agrees to sell to the Purchaser and, on the Closing Date, to
transfer to the Purchaser, a 100% undivided interest in and to the
Shares free from all liens, mortgages, charges, pledges,
encumbrances or other burdens with all rights now or thereafter
attached thereto.
3.2
The Purchaser and the Company acknowledge
that the Purchased Shares are currently owned by the Vendor and
that the Vendor has agreed to transfer the Purchased Shares to the
Purchaser.
3.3
The Purchaser agrees to purchase the
Purchased Shares and pay the consideration hereinafter specified on
the Closing Date:
(a)
US$500,000 by way of a bank funds wire or
certified cheque;
(b)
pay to the Vendor the Royalty as per
Section 8 below; and
(c)
On or before thirty (30) business days
after the execution of this Agreement, the Purchaser shall pay
US$200,000 to the Vendor with the balance of US$300,000 to be paid
on the Closing Date.
3.4
The Vendor hereby acknowledges and agrees
that the Purchaser makes no representations as to any resale or
other restriction affecting the Purchase Price Common Shares and
that it is presently contemplated that the Purchase Price Common
Shares will be issued by the Purchaser to the Vendors in reliance
upon the registration and prospectus exemptions contained in the
United States Securities Act of 1933 , as amended (the
“ Securities Act ”) or “ Regulation
S ” promulgated under the Securities Act which will
impose a trading restriction in the United States on the Purchase
Price Common Shares for a period of at least 12 months from the
Closing Date.
3.5
The Purchaser covenants that the Company
and the Purchaser will negotiate in good faith an Operator
Agreement with Minera Teles Pires Inc. for the purpose of
conducting exploration on the Property with such Operator Agreement
being on terms that are commercially reasonable and within the
industry standard.
4.
Representations, Warranties and
Covenants by the Company and the Vendor
4.1
General Representations, Warranties
and Covenants by the Company and the Vendor
In order to induce the
Purchaser to enter into and consummate this Agreement, the Company
and the Vendor, jointly and severally, represent to, warrant to and
covenant with the Purchaser, with the intent that the Purchaser
will rely thereon in entering into this Agreement and in concluding
the transactions contemplated herein, that, to the best of the
knowledge, information and belief of each of the Vendor and the
Company, after having made due inquiry:
(a)
it is duly organized under the laws of
its respective jurisdiction of incorporation and is validly
existing and in good standing with respect to all statutory filings
required by the applicable corporate laws;
(b)
it is qualified to do business in those
jurisdictions where it is necessary to fulfill its obligations
under this Agreement and it has the full power and authority to
enter into this Agreement and any agreement or instrument referred
to or contemplated by this Agreement;
(c)
it has the requisite power, authority and
capacity to own and use all of its respective business assets and
to carry on its respective business as presently conducted by it
and to fulfill its respective obligations under this
Agreement;
(d)
the execution and delivery of this
Agreement and the agreements contemplated hereby have been duly
authorized by all necessary action, corporate or otherwise, on its
respective part;
(e)
there are no other consents, approvals or
conditions precedent to the performance of this Agreement which
have not been obtained;
(f)
this Agreement constitutes a legal, valid
and binding obligation of it enforceable against it in accordance
with its terms, except as enforcement may be limited by laws of
general application affecting the rights of creditors;
(g)
no proceedings are pending for, and it is
unaware of, any basis for the institution of any proceedings
leading to its respective dissolution or winding up, or the placing
of it in bankruptcy or subject to any other laws governing the
affairs of insolvent companies or persons;
(h)
the making of this Agreement and the
completion of the transactions contemplated hereby and the
performance of and compliance with the terms hereof does not and
will not:
(i)
conflict with or result in a breach of or
violate any of the terms, conditions or provisions of its
respective constating documents;
(ii)
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 it
is subject, or constitute or result in a default under any
agreement, contract or commitment to which it is a
party;
(iii)
give to any party the right of
termination, cancellation or acceleration in or with respect to any
agreement, contract or commitment to which it is a
party;
(iv)
give to any government or governmental
authority, or any municipality or any subdivision thereof,
including any governmental department, commission, bureau, board or
administration agency, any right of termination, cancellation or
suspension of, or constitute a breach of or result in a default
under, any permit, license, control or authority issued to it which
is necessary or desirable in connection with the conduct and
operations of its respective business and the ownership or leasing
of its respective business assets; or
(v)
constitute a default by it, or any event
which, with the giving of notice or lapse of time or both, might
constitute an event of default, under any agreement, contract,
indenture or other instrument relating to any indebtedness of it
which would give any party to that agreement, contract, indenture
or other instrument the right to accelerate the maturity for the
payment of any amount payable under that agreement, contract,
indenture or other instrument; and
(i)
neither this Agreement nor any other
document, certificate or statement furnished to the Purchaser by or
on behalf of the Vendor or the Company in connection with the
transactions contemplated hereby knowingly or negligently contains
any untrue or incomplete statement of material fact or omits to
state a material fact necessary in order to make the statements
therein not misleading which would likely affect the decision of
the Purchaser to enter into this Agreement.
4.2
Representations, Warranties and
Covenants by the Vendor respecting the Purchased Shares and the
Purchase Price Common Shares . In order to induce the Purchaser to
enter into and consummate this Agreement, the Vendor hereby
represents to, warrants to and covenants with the Purchaser, with
the intent that the Purchaser will also rely thereon in entering
into this Agreement and in concluding the transactions contemplated
herein, that, to the best of the knowledge, information and belief
of the Vendor, after having made due inquiry:
(a)
save and except as set forth in Schedule
“A” which is attached hereto, the Vendor has good and
marketable title to and is the legal and beneficial owner of all of
the Purchased Shares, and the Purchased Shares are fully paid and
non-assessable and are free and clear of liens, charges,
encumbrances, pledges, mortgages, hypothecations, security
interests and adverse claims of any and all nature whatsoever and
including, without limitation, options, pre-emptive rights and
other rights of acquisition in favour of any person, whether
conditional or absolute;
(b)
the Vendor has the power and capacity to
own and dispose of the Purchased Shares, and the Purchased Shares
are not subject to any voting or similar arrangement;
(c)
there are no actions, suits, proceedings
or investigations (whether or not purportedly against or on behalf
of the Vendor or the Company), pending or threatened, which may
affect, without limitation, the rights of the Vendor to transfer
any of the Purchased Shares to the Purchaser at law or in equity,
or before or by any federal, state, provincial, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and,
without limiting the generality of the
foregoing, there are no claims or potential claims under any
relevant family relations legislation or other equivalent
legislation affecting the Purchased Shares. In addition, the
Vendor is not now aware of any existing ground on which any such
action, suit or proceeding might be commenced with any reasonable
likelihood of success;
(d)
no other person, firm or corporation has
any agreement, option or right capable of becoming an agreement for
the purchase of any of the Purchased Shares;
(e)
the Vendor acknowledges that the Purchase
Price Common Shares will be issued under certain exemptions from
the registration and prospectus filing requirements otherwise
applicable under the Securities Act of 1933, as amended, and that,
as a result, the Vendor may be restricted from using most of the
remedies that would otherwise be available to the Vendor, the
Vendor will not receive information that would otherwise be
required to be provided to the Vendor and the Purchaser is relieved
from certain obligations that would otherwise apply to the
Purchaser, in either case, under applicable securities
legislation;
(f)
the Vendor has not received, nor has the
Vendor requested nor does the Vendor require to receive, any
offering memorandum or a similar document describing the business
and affairs of the Purchaser in order to assist the Vendor in
entering into this Agreement and in consummating the transactions
contemplated herein;
(g)
the Vendor acknowledges and agrees that
the Purchase Price Common Shares have not been and will not be
qualified or registered under the securities laws of the United
States or any other jurisdiction and, as such, the Vendor may be
restricted from selling or transferring such Purchase Price Common
Shares under applicable law;
(h)
the Vendor is resident in the
jurisdiction as set forth under the Vendor’s address in
Schedule “A” which is attached hereto, and that all
negotiations and other acts in furtherance of the execution and
delivery of this Agreement by the Vendor in connection with the
transactions contemplated herein have taken place and will take
place solely in such jurisdiction;
(i)
the Purchased Shares have been issued in
accordance with all applicable securities and corporate legislation
and policies; and
(j)
the Vendor is not aware of any fact or
circumstance which has not been disclosed to the Purchaser which
should be disclosed in order to prevent the representations and
warranties contained in this section from being misleading or which
would likely affect the decision of the Purchaser to enter into
this Agreement.
4.3
Representations, Warranties and
Covenants by the Company and the Vendor respecting the
Company . In
order to induce the Purchaser to enter into and consummate this
Agreement, the Vendor and the Company hereby, jointly and
severally, also represent to, warrant to and covenant with the
Purchaser, with the intent that the Purchaser will also rely
thereon in entering into this Agreement and in concluding the
transactions contemplated herein, that, to the best of the
knowledge, information and belief of the Vendor and the Company,
after having made due inquiry:
Corporate Status of the
Company
(a)
the Company is a company with limited
liability duly and properly organized and validly subsisting under
the laws of Argentina being the only jurisdiction where it is
required to be registered for the purpose of enabling it to carry
on its business and own its property as presently carried on and
owned;
(b)
the Company has good and sufficient
power, authority and right to own or lease its property, to enter
into this Agreement and to perform its obligations
hereunder;
Authorization
(c)
this Agreement has been duly authorized,
executed and delivered by the Vendor and the Company and is a
legal, valid and binding obligation of the Vendor and the Company,
enforceable against the Vendor and/or the Company, as the case may
be, by the Purchaser in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws
affecting the rights of creditors generally and except that
equitable remedies may be granted only in the discretion of a court
of competent jurisdiction;
No Other Agreements to
Purchase
(d)
no person other than the Purchaser has
any written or oral agreement or option or any right or privilege
(whether by law, pre-emptive or contractual) capable of becoming an
agreement, or option for the purchase or acquisition from the
Vendor of any of the Purchased Shares;
Share Capital
(e)
the authorized capital of the Company
consists of 500 common shares with a par value of 100 Argentinean
pesos, of which 500 common shares are outstanding and fully paid
and non-assessable, and no preferred shares;
Options
(f)
no person has any agreement or option or
any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement, including convertible securities,
warrants or convertible obligations of any nature, for the
purchase, subscription, allotment or issuance of any unissued
shares or other securities of the Company;
Title to Shares
(g)
the Purchased Shares are beneficially
owned by the Vendor with good and marketable title thereto free of
all Encumbrances and are registered in the books of the Company in
the name of the Vendor and, without limitation thereto, none of the
Purchased Shares are subject to any voting trust, unanimous
shareholders agreement, other shareholders agreements, pooling
agreements or voting agreements;
(h)
upon completion of the transactions
contemplated by this Agreement, all of the Purchased Shares will be
owned by the Purchaser as the beneficial owner of record, with good
and marketable title thereto (except for such Encumbrances as may
have been granted by the Purchaser);
No Subsidiaries
(i)
the Company does not own and does not
have any agreements of any nature to acquire, directly or
indirectly, any shares in the capital of or other securities,
equity or proprietary interests in any person, and the Company does
not have any agreements to acquire or lease any other business,
property, assets or operations;
Business of the
Company
(j)
the Company’s Business, is and will
be, between the date hereof and the Closing Date (as hereinafter
determined), the only business presently carried on by the Company
as set forth in the Recitals to this Agreement, and the property
and assets of the Company are sufficient to carry on the
Company’s Business;
Location of Property and
Assets
(k)
all of the property and assets of the
Company are situated at one of the locations set out in Schedule
B;
Title to Personal Property and
Other Property
(l)
the property and assets of the Company
are and will be, between the date hereof and the Closing Date,
owned beneficially by the Company with a good and marketable title
thereto, free and clear of all Encumbrances save as previously
disclosed to the Purchaser;
Financial Statements
(m)
the Company’s financial statements
dated June 1, 2009, have been prepared in accordance with generally
accepted accounting principles, as applied on a basis consistent
with prior periods, are correct and complete and present fairly the
assets, liabilities (whether accrued, absolute, contingent or
otherwise) and financial condition of the Company as at the
respective dates of and for the respective periods covered by the
Company’s financial statements;
(n)
for any period up to the Time of Closing
the Company will not have any debts or liabilities whatsoever
(whether accrued, absolute, contingent or otherwise), including any
liabilities for federal, provincial, sales, excise, income,
corporate or any other taxes of the Company except for:
(i)
the debts and liabilities disclosed on,
provided for or included in the balance sheet forming a part of the
most recent of the Company’s financial statements;
(ii)
debts or liabilities disclosed in this
Agreement or any Schedule hereto; and
(iii)
liabilities incurred by the Company in
the ordinary course of the Company’s Business subsequent to
the date of the balance sheet referred to in the Company’s
financial statements;
Books and
Records
(o)
the books and records of the Company
fairly and correctly set out and disclose, in all material
respects, in accordance with generally accepted accounting
principles, consistently applied, the financial condition of the
Company as of the date of this Agreement and all material financial
transactions of the Company have been accurately recorded in such
books and records;
Tax Matters
(p)
the Company has duly and timely filed all
returns, elections and designations required to be filed by it with
any taxation authority or if not filed on a timely basis, all fees,
penalties, interest and other amounts payable as a result thereof
have been paid and no such returns, elections or designations
contain any misstatement or omit any statements that should have
been included and each return, election and designation, including
accompanying schedules and statements is true, correct and
complete;
(q)
the Company has paid in full all amounts
(including but not limited to sales, use and consumption taxes and
taxes measured on income and all instalments of taxes) owing to all
federal, provincial, territorial and municipal taxation authorities
due and payable by it up to the date hereof;
(r)
adequate provision has been made by the
Company for taxes payable for the current period for which tax
returns are not yet required to be filed;
(s)
there are no agreements, waivers or other
arrangements providing for any extension of time with respect to
the filing of any tax return by the Company; or with respect to the
payment of any tax or any governmental charge, penalty, interest or
fine by the Company; or with respect to the issuance of any tax
assessment or reassessment;
(t)
there are no actions, suits, proceedings,
investigations or claims now threatened by any governmental
authority or pending against the Company as initiated by any
governmental authority in respect of any amounts, including but not
limited to taxes, governmental charges or assessments;
(u)
there are no matters under discussion
with any governmental authority relating to any amounts, including
but not limited to taxes, governmental charges or assessments
asserted or to be asserted by such authority;
(v)
each of the Vendor and the Company is not
aware of any circumstances that might result in any threatened,
proposed or actual assessment or reassessment against the
Company;
(w)
the Company has withheld and remitted all
amounts required to be withheld by it (including without
limitation, income tax, Pension Plan contributions and Employment
Insurance premiums) and has paid such amounts including any
penalties or interest due to the appropriate authority on a timely
basis and in the form required under the appropriate legislation
and will continue to do so up to the Closing Date;
(x)
since the date of its incorporation, the
Company has fully complied, in a timely manner, with any and all
applicable tax laws, including the collection and
remission of all taxes payable by or for
which the Company is responsible to collect and remit, in respect
of the supply of goods and services by the Company and the Company
will continue to so comply up to the Closing Date;
(y)
the tax accounts of the Company, for the
purposes of the applicable tax laws are true and complete in all
material respects;
Corporate Records
(z)
the Corporate records and minute books of
the Company contain complete and accurate minutes, (duly signed by
the chairman and/or secretary of the appropriate meeting) of all
meetings of the directors and shareholders of the Company since its
date of incorporation;
(aa)
the share certificate records, the
securities register, the register of disclosures , the register of
directors and officers for the Company are contained in the
corporate minute book and are complete and accurate in all
respects;
Directors and Officers
(ab)
the present directors and officers of the
Company are as follows:
Name
Position
Julio
César Pulisich
President
Antonio Torre
Deputy Director
Legal
Proceedings
(ac)
there are no actions, suits, proceedings
or outstanding claims or demands instituted before any federal,
provincial, municipal or other governmental department, court,
commission, board, bureau, agency or instrumentality, domestic or
foreign, or by or before an arbitrator or arbitration board or
pending or threatened against or affecting:
(i)
the Vendor or its right to dispose of the
Purchased Shares, or
(ii)
the Company or its property, the
Company’s assets or the Company’s Business,
nor is there any basis for any such
action, suit, proceeding or claim;
(ad)
there are no orders, decrees, injunctions
or judgments of any court or of any federal, provincial,
territorial or municipal department, agency, commission, board,
bureau or instrumentality, domestic or foreign, instituted,
pending, threatened or obtained against or affecting the Company or
its property, the Company’s assets or the Company’s
Business; nor is there any basis for any such order, decree,
injunction or judgment;
(ae)
there is no legal impediment to the
continued operation, in the ordinary course, of the property, the
Company’s assets and the Company’s Business;
(af)
the Company has not violated nor is it
violating any federal, provincial, territorial or municipal
statute, regulation, ordinance, rule or order applicable to the
Company’s Business, the Company’s assets or to any of
its properties or to its ownership thereof;
(ag)
the Company has complied with all
applicable federal, provincial, territorial and municipal statutes,
regulations, ordinances, rules and orders;
Bank Accounts and
Attorneys
(ah)
Schedule C sets forth a true and complete
list showing:
(i)
the name of each bank, trust company or
similar institution in which the Company has accounts or safe
deposit boxes, the number or designation of each such account and
safe deposit box and the names of all persons authorized to draw
thereon or to have access thereto; and
(ii)
the name of each person, firm,
corporation or business organization holding a general or special
power of attorney from the Company and a summary of the terms
thereof.
Accuracy of
Warranties
(ai)
neither this Agreement nor any document,
schedule, list, certificate, declaration under oath or written
statement now or hereafter furnished by the Vendor or the Company
to the Purchaser in connection with the transactions contemplated
by this Agreement contains or will contain any untrue statement or
misrepresentation of a material fact on the part of the Vendor or
the Company, or omits or will omit on behalf of the Vendor or the
Company to state a material fact necessary to make any such
statement or representation therein or herein contained not
misleading; and
Full Disclosure
(aj)
the Vendor has no information or
knowledge of any fact not communicated to the Purchaser and
relating to the Company or to the Company’s Business or to
the Purchased Shares which, if known to the Purchaser, might
reasonably be expected to deter the Purchaser from entering into
this Agreement or from completing the transactions contemplated by
this Agreement.
4.4
Additional Covenants by the Vendor
and the Company. In
order to induce the Purchaser to enter into and consummate this
Agreement, the Vendor and the Company hereby, jointly and
severally, also covenant with the Purchaser, wi
