Exhibt 2.2
STOCK EXCHANGE AGREEMENT
THIS
STOCK EXCHANGE
AGREEMENT, (the
"Agreement") is made
this 7th day of
November 2008, between Budget Waste, Inc., a Nevada corporation
("Seller"), and
Gray Creek Mining, Inc., a Nevada corporation (the
"Purchaser").
Background
The
purpose of this Agreement is to set forth the terms and conditions
upon
which the Purchaser shall acquire 100% of the outstanding stock of
Budget Waste,
Inc, an Alberta corporation (the "Company") from Seller.
In
consideration
of the mutual
promises, covenants and representations
contained herein, the parties herewith agree as follows:
ARTICLE I
STOCK EXCHANGE
1.01
Subject to the terms and conditions of this Agreement, the Company
agrees to transfer an
aggregate of 100 Class
A common shares of the
Company,
which represent
100% of the issued and
outstanding
shares of Company
common
stock, to the
Purchaser,
and the Purchaser agrees to issue to Seller an
aggregate of 5,496,054
newly issued,
restricted shares of
Purchaser's common
stock, representing
approximately 52% of the outstanding shares of common stock
of Purchaser.
1.02
At the completion of the exchange, the Company will be a wholly
owned
subsidiary of Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1
Of Seller. Seller represents and warrants to Purchaser as
follows:
(a)
Organization.
The Company is a
corporation duly
organized,
validly
existing, and in good
standing under the laws of Alberta, Canada, has all
necessary corporate
powers to own
properties and carry
on a business, and
is
duly qualified to do business and is in good standing. All actions taken by the
incorporators,
directors and/or shareholders of The Company have been valid
and
in accordance with all applicable laws.
(b)
Capital. The
authorized
capital stock of The
Company consists of
an
unlimited number of each of the following classes of Shares, no par
value:
Class A common voting
Class B common voting
Class C common non-voting
Class D common
non-voting
Class E, Class F, Class G, Class H, Class I, Class J, Class K,
Class L,
Class M, and Class N redeemable, retractable preferred shares
Of
these, 100 Class A
Shares are issued and
outstanding. All
outstanding
Shares are fully paid and non-assessable, free of liens, encumbrances,
options,
restrictions and
legal or equitable rights of others not a party to this
Agreement, other
than restrictions on resale imposed by any applicable
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securities laws. At
the Closing, there
will be no outstanding
subscriptions,
options, rights,
warrants, convertible securities, or other agreements or
commitments obligating
The Company to issue
or to transfer from
treasury any
additional shares of
its capital stock.
None of the outstanding Shares of The
Company are subject to any stock restriction agreements.
Seller has valid
title
to the Shares and acquired the Shares in a lawful transaction in
accordance with
applicable federal and state law.
(c)
Liabilities. The
Company does not as of the date hereof, and will not
as of the Closing,
have any debt,
liability,
or obligation of any nature,
whether accrued,
absolute, contingent, or otherwise, and whether due or to
become due not reflected in the Company's financial statements. The Company is
not aware of any pending, threatened or asserted claims, lawsuits or
contingencies involving The Company not disclosed in its financial
statements or
otherwise disclosed to Purchaser.
(d)
Ability to Carry Out Obligations. The Seller has the right, power,
and
authority to enter into and perform its obligations under this Agreement. The
execution and delivery of this Agreement by the Seller and the
performance
by
the Seller of its obligations hereunder will not cause, constitute,
or conflict
with or result in (a) any breach or violation or any of the provisions of or
constitute a
default under any license, indenture, mortgage, charter,
instrument, articles
of incorporation,
bylaw, or other agreement or instrument
to which Seller or the
Company is a party or
by which they may be
bound, nor
will any consents or
authorizations
of any party
other than those
hereto be
required, or (b) an event that would result in the creation or
imposition of any
lien, charge, or encumbrance on any asset of the Company or upon
the Shares.
(e)
Full Disclosure.
None of the
representations
and warranties made
in
this Agreement
by Seller contains or will contain any untrue statement of a
material fact or omit
any material fact the omission of which would be
misleading.
(f)
Compliance with Laws.
The Company has complied with all, and is not in
violation of any,
federal, state, or
local statute, law,
and regulation.
The
Company has complied
with all federal and state securities laws in connection
with the offer, sale
and distribution of
its securities. The
Shares are being
sold in a private
transaction between
the Seller and the Purchaser, and it is
understood that certain of the Shares are subject to trading
restrictions under
the Securities
Act of 1933, as amended, and the rules and regulations
thereunder.
(g)
Truth of Representations. All of these representations shall be
true as
of the Closing and shall survive the Closing for a period of one
year.
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2.2
Of Purchaser. Purchaser represents and warrants to Seller as
follows:
(a)
Organization.
Purchaser is a corporation duly organized, validly
existing, and in good
standing under the
laws of the state of Nevada, has all
necessary corporate
powers to own
properties and carry
on a
