ASSET PURCHASE AND SHARE
EXCHANGE AGREEMENT
THIS AGREEMENT is made effective
this 12th day of December, 2009, the “Date”
BETWEEN:
VELOCITY RESOURCES CANADA LTD. a
Company incorporated pursuant to the laws of the Province of
Alberta, whose address is Suite 201, 17412 105 Ave. Edmonton,
Alberta T5S 1G4
(Hereinafter “VRCL”) OF THE FIRST
PART
AND:
Golden Global, Inc.
(Hereinafter “GLOBAL”) OF THE SECOND
PART
WHEREAS:
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A.
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VRCL desires to sell its mining
equipment and mining properties (the “Assets”) as
listed in Schedule “A”.
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B.
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VRCL has agreed to sell and
GLOBAL has agreed to purchase the Assets.
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NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of the mutual covenants and
agreements contained herein, the parties covenant and agreements
contained herein, the parties covenant and agree each with the
other as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 The following terms
shall have the following respective meanings:
“Closing
Date” shall mean on
or before July 1, 2010 or any other date that the parties hereto
agree in writing;
“Share
Exchange” shall
mean the transfer by Global of 18,000,000 Global shares.
ARTICLE II
THE SHARE EXCHANGE
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Section
2.01
Exchange. Based upon the terms and subject to the conditions
of this Agreement, on the Closing Date, VRCL agrees to transfer
100% of the ownership of the Assets in exchange for consideration
of 18,000,000 shares of Global.
This agreement is conditional on
both VRCL and GLOBAL shareholder approval.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF VRCL
Section 3.01
Organization, Standing and Authority; Qualification. VRCL is
a Corporation duly organized, validly existing and in good standing
under the laws of the Province of Alberta with all requisite power
and authority to enter into, and perform the obligations under the
Agreement.
Section 3.02
Execution and Delivery. This Agreement has been duly
executed and delivered by VRCL and thereby constitutes a valid and
binding agreement.
Section 3.03
Consents and Approvals. The execution, delivery and
performance of this Agreement and the completion of the
transactions contemplated herein do not require VRCL to obtain any
consent, approval or action of, or make any filing with or give any
notice to, any person or entity except to get approval of its
shareholders.
Section 3.04
No Conflict . The execution, delivery and performance of
this Agreement and the completion of the transactions contemplated
herein will not:
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a.
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violate any provisions of the
Articles or Certificate of Incorporation, By-laws or other charter
or organizational document of VRCL;
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b.
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violate, conflict with or result
in any modification of the effect of, otherwise give any other
contracting party the right to terminate, or constitute (or with
notice laps of time or both, constitute) a default under, any
contract or agreement to which VRCL is a party to by or to which
any of them or any of their respective assets or properties may be
bound or subject;
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c.
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violate any order, judgment,
injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon or any
agreement with, or condition imposed by, any governmental or
regulatory body, foreign or domestic, binding upon VRCL or upon
VRCL Shares or the properties or business of VRCL;
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d.
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violate any statute, law or
regulation of any jurisdiction as such statute, law or regulation
relates to VRCL; or
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e.
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result in the breach of any of
the terms or conditions of, constitute a default under, or
otherwise cause an impairment of, any permit or license.
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Section
3.05
Material Information. There are no facts or conditions,
which have not been disclosed to GLOBAL in writing, which,
individually or in the aggregate, could have a material adverse
effect on VRCL or a material adverse effect on the ability of VRCL
to perform any of its obligations pursuant this
Agreement.
Section 3.06
Absence of Certain Changes. Since the date of the last VRCL
Financial Statements, there has been no event, change or
development which could have a material adverse effect on
VRCL.
Section 3.07
Undisclosed Liabilities. Except as reflected or reserved
against in the VRCL Financial Statements, as of and for the period
reflected therein, VRCL was not on that date subject to, and since
that date VRCL, obligation or responsibility, fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or
unsecured, accrued, absolute, contingent or otherwise, of a kind
required by generally accepted accounting principles to be
reflected or reserved against on a financial statement
(“Liabilities”), which individually or in the aggregate
exceeds $400,000.
Section 3.08
Permits and Licenses.
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1.
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VRCL has all permits and licenses
that are necessary for the ownership and conduct of its business,
and such permits and licenses are or, shall be, in full force and
effect and are or, shall be, sufficient for the ownership and
conduct of such business;
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2.
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no violations exist or have been
recorded in respect of any such permit or license; and to the best
of VRCL’s knowledge, no proceeding is pending or threatened
that would suspend, revoke or limit any such permit
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Section3.09
Liens. VRCL has marketable title to the Assets and they are
free and clear of any liens.
ARTICLE IV
REPRESENATIONS AND WARRANTIES OF GLOBAL
GLOBAL represents and warrants to
VRCL as follows:
Section 4.01
Organization, Standing and Authority of GLOBAL . GLOBAL is a
Company to be registered in the State of Nevada and has all
requested power and authority to enter into this Agreement and to
perform their obligations hereunder.
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Section
4.02
Execution and Delivery . This Agreement has been duly
authorized, executed and delivered by GLOBAL and constitutes the
valid and binding agreement of GLOBAL enforceable against GLOBAL in
accordance with its terms.
Section 4.03
Consents and Approvals. The execution, delivery and
performance by GLOBAL of this Agreement and the completion by
GLOBAL of the transactions contemplated hereby do not require
GLOBAL to obtain any consent, approval or action of, or make any
filing with or give any notice to, any person.
Section 4.04
No Conflict . The execution, delivery and performance of
this Agreement and the completion of the transactions contemplated
herein will not:
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1.
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violate, conflict with or result
in the breach of any of the terms of, result in any modification of
the effect of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract to which GLOBAL are
a party or by or to which loans, assets or properties may be bound
or subject;
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2.
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violate any order, judgment,
injunction, award or decree of any court, arbitrator or
governmental or regulatory body, foreign or domestic binding upon
GLOBAL or upon the securities, assets or business of GLOBAL;
or
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3.
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result in the breach of any of
the terms of conditions of, constitute a default under, or
otherwise cause an impairment of, any permit or license held by
GLOBAL.
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Section 4.05
Material Information . This Agreement and all other
information provided, in writing, by GLOBAL or representatives
thereof to VRCL, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make any statement contained herein or therein not
misleading. There are no facts or conditions which have not been
disclosed to VRCL in writing which, individually or in the
aggregate, could have a material adverse effect on GLOBAL or a
material adverse effect on the ability of GLOBAL to perform any of
their obligations pursuant to the Agreement.
Section 4.06
Undisclosed Liabilities. GLOBAL has no liabilities and
GLOBAL was not subject to, and since that date GLOBAL has not been
incurred,
