bridge_ex101.htm

EXHIBIT 10.1

 

SHARE EXCHANGE AGREEMENT

 



THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of the 24th day of January, 2017 (this “Agreement”) is entered into by and among, Mirage Energy Corporation, a Nevada corporation (“MRGE”); and Michael Ward, an individual residing in the State of Texas (referred to herein as “OWNER”). MRGE and OWNER are referred to singularly as a “Party” and collectively as the “Parties.”

 

WITNESSETH:

 

WHEREAS, OWNER owns 100% of the issued and outstanding shares of 4 Ward Resources, Inc., a Texas corporation (“Target”);

 

WHEREAS, Target is in the business of developing an integrated gas pipeline and gas storage project in Mexico.

 

WHEREAS, MRGE wishes to acquire all of the issued and outstanding shares of capital stock of Target (referred to hereinafter as the “Target Shares”), with the purpose of owning and operating Target as MRGE’s wholly-owned subsidiary; and

 

WHEREAS, MRGE and OWNER propose to enter into this Agreement which provides, among other things, that OWNER will deliver the Target Shares to MRGE in exchange for an aggregate total of Ten Million (10,000,000) shares of MRGE’s common stock and Ten Million (10,000,000) shares of MRGE’s Series A Convertible Preferred Stock (the “Share Exchange”), on the terms and conditions set forth herein and such additional items as more fully described in this Agreement. 

 

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

 

ARTICLE I

DEFINITIONS

 

Section 1.01. Definitions. The following terms shall have the following respective meanings:

 


	
“Affiliate”
	

	
with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, “control” means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;

	
 
	
 
	
 

	
“Business Day”
	

	
a day (other than a Saturday) on which banks in Texas are open for business throughout their normal business hours;




 




	 
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“Closing”
	

	
the closing of the transactions contemplated by this Agreement;

	
 
	
 
	
 

	
“Completion”
	

	
completion of the acquisition of the Target Shares by MRGE and issuance of the Exchange Shares (as such term is defined below) in accordance with the terms and conditions of this Agreement;

	
 
	
 
	
 

	
“Encumbrance”
	

	
any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to “Encumbrances” shall be construed accordingly;

	
 
	
 
	
 

	
“Exchange Act”
	

	
the US Securities Exchange Act of 1934;

	
 
	
 
	
 

	
“Person”


		
any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);

	
 
	
 
	
 

	
“Securities Act”
	

	
the US Securities Act of 1933;

	
 
	
 
	
 

	
“SEC”
	

	
the US Securities and Exchange Commission;

	
 
	
 
	
 

	
“US”
	

	
United States of America;

	
 
	
 
	
 

	
“United States Dollars” or “US$”
	

	
United States dollars.




 

Section 1.02. Rules of Construction.

 

(a) Unless the context otherwise requires, as used in this Agreement: (i) “including” means “including, without limitation”; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (vi) the terms “Article” and “Section” shall refer to the specified Article or Section of or to this Agreement; and (vii) the term “day” shall refer to calendar days.

 

(b) Titles and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 

 


	 
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ARTICLE II

THE SHARE EXCHANGE 

Section 2.01 Share Exchange. 

 

(a) Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), MRGE shall acquire all of the Target Shares with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto. MRGE shall be the sole owner of Target and Target shall continue to operate in its normal course of business, as a wholly-owned subsidiary of MRGE.

 

(b) In exchange for the delivery of the Target Shares, MRGE shall provide the following to OWNER at the closing, a total of Ten Million (10,000,000) shares of MRGE’s common stock and Ten Million (10,000,000) shares of MRGE’s Series A Convertible Preferred Stock (the “Exchange Shares”). 

 

(c) The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party’s failure to perform, then the other Party may terminate the Agreement.

 

Section 2.02. Closing Location. The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”), at the law offices of Booth Udall Fuller, PLC, 1255 W. Rio Salado Parkway, Suite 215, Tempe, Arizona.

 

Section 2.03.Owner’s Closing Documents. At the Closing, OWNER shall tender to MRGE:

 

(a) Copies of a certificate(s) representing all of the Target Shares, duly endorsed for transfer by OWNER, which shall either be validly notarized or the signature thereon otherwise guaranteed and such certificates shall be marked as "canceled";

 

(b) One (1) new certificate issued by the Target in the name of MRGE representing the Target Shares; 

 

(c) A certified copy of the register of shareholders of Target showing MRGE as the registered owner of the Target Shares; and

 

(d) A resolution from OWNER certifying that the conditions in Section 8.01(b) have been satisfied.

 

Section 2.04. MRGE’s Closing Documents. At the Closing, MRGE will tender to OWNER:

 

(a) A certified copy(ies) of resolutions of the Board of Directors of MRGE in a form satisfactory to OWNER, acting reasonably, authorizing: 

 

(i) the execution and delivery of this Agreement by MRGE; and

 

(ii) the issuance of the Exchange Shares to OWNER.

 

(b) Share certificates, registered in the name of OWNER as set forth above representing the Exchange Shares; and

 

(c) A certificate executed by a duly appointed officer of MRGE certifying that the conditions in Section 9.01(b) have been satisfied.

 


	 
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ARTICLE III

REPRESENTATIONS AND WARRANTIES

 

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

 

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.

 

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

 

Section 3.04. Each Party acknowledges that the restrictions contained in Section 12.01 shall continue to apply after the Closing without limit in time.

 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MRGE

 

Section 4.01. Organization, Standing and Authority; Foreign Qualification. MRGE is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification. 

 

Section 4.02. Corporate Authorization. The execution, delivery and performance by MRGE of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MRGE, and this Agreement constitutes a valid and binding agreement of MRGE. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

 


	 
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Section 4.03. Capitalization. MRGE’s authorized capital stock, as of the Closing Date prior the issuance of the Exchange Shares, shall consist of, after giving effect to the increase of the Company’s authorized shares of Common Stock, conducting a 36:1 forward split of its outstanding shares of Common Stock and creating a class of Preferred Stock, all pursuant to that certain Written Consent of the Company’s Board of Directors dated November 3, 2016: 

 

(a) 900 million authorized shares of common stock, of which 300,000,456 common shares are issued and outstanding; and 

 

(b) 10 million authorized shares of Series A Preferred Stock, of which no shares are issued and outstanding. 

 

There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of MRGE’s common stock or any other security of MRGE or any plan for any of the foregoing. MRGE is not obligated to register the resale of any of its common stock on behalf of any shareholder of MRGE under the Securities Act.

 

Section 4.04. Subsidiaries. Prior to the Closing, MRGE does not have any subsidiaries except for its wholly owned Canadian subsidiary, Bridgewater Construction Ltd., located in Etobicoke, Ontario.

 

Section 4.05. Articles of Incorporation and Bylaws. MRGE has heretofore delivered, or prior to Closing MRGE shall deliver, to OWNER true, correct and complete copies of its Articles of Incorporation and Bylaws or comparable instruments, certified by MRGE’s corporate secretary.

 

Section 4.06. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

 

(a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of MRGE; 

 

(b) 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 MRGE is a party or by or to which either of its assets or properties, may be bound or subject; 

 

(c) 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 MRGE or upon the securities, assets or business of MRGE;

 

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to MRGE or to the securities, properties or business of MRGE; or

 

(e) 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 held by MRGE. 

 


	 
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Section 4.07. Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to MRGE’s best knowledge threatened against or affecting MRGE or involving any of MRGE’s property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. MRGE is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

 

Section 4.08. Compliance with Laws. To the best knowledge of MRGE, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of MRGE. 

 

Section 4.09. True and Correct Copies. All documents furnished or caused to be furnished to OWNER by MRGE are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents. 

 

Section 4.10. Contracts.

 

(a) Excluding any obligation referenced in this Agreement, MRGE is not a party to any:

 

(i) contracts with any current or former officer, director, employee, consultant, agent or other representative;

 

(ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be canceled without liability, premium or penalty; 

 

(iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

 

(iv) other contracts (including, without limitation, leases of real property) not referenced or described in this subsection 4.10(a);

 

(v) contracts relating to the acquisition by MRGE of any operating business of, or the disposition of any operating business by, any other person;

 

(vi) executory contracts relating to the disposition or acquisition of any investment or any interest in any person; 

 

(vii) joint venture contracts or agreements;

 

(viii) contracts under which MRGE agrees to indemnify any party, other than in the ordinary course of business;

 

(ix) contracts containing covenants of MRGE not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with MRGE in any line of business or in any geographical area;

 

(x) contracts for or relating to computers, computer equipment, computer software or computer services; or

 

(xi) contracts relating to the borrowing of money by MRGE or the direct or indirect guarantee by MRGE of any obligation for, or an agreement by MRGE to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

 

(A) any contract with respect to lines of credit;

 

(B) any contract to advance or supply funds to any other person other than in the ordinary course of business;

 

(C) any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

 

(D) any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or 

 

(E) any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

 

(xii) any other material contract whether or not made in the ordinary course of business.

 

Section 4.11. Material Information. This Agreement and all other information provided, in writing, by MRGE or representatives thereof to OWNER, 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 OWNER in writing which, individually or in the aggregate, could have a material adverse effect on MRGE or a material adverse effect on the ability of MRGE to perform any of its obligations pursuant to this Agreement.

 

Section 4.12. Brokerage. No broker or finder has acted, directly or indirectly, for MRGE nor did MRGE incur any finder’s fee or other commission, in connection with the transactions contemplated by this Agreement. 

 


	 
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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE OWNER

 

The OWNER represent and warrant to MRGE as follows:

 

Section 5.01. Organization, Standing and Authority; Foreign Qualification. (a) Target is a Texas corporation duly organized, validly existing and in good standing under the laws of Texas and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

 

Section 5.02. Authorization. The execution, delivery and performance by OWNER of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of OWNER. OWNER have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of OWNER. 

 

Section 5.03. Capitalization.

 

(a) All of the Target Shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Target or any other security of Target or any plan for any of the foregoing. 

 

(b) The Target Shares are not subject to any option, right of first refusal or any other restriction on transfer, whether by contract, agreement, applicable law, regulation or statute, as the case may be. 

 

(c) There are no outstanding loans, debts, bonds, indentures or promissory notes giving the holder thereof the right to convert such instruments into shares of Target’s capital stock.

 

Section 5.04. Subsidiaries. Target does not have any subsidiaries.

 

Section 5.05. Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, OWNER shall be the beneficial and record holder of the Exchange Shares. 

 

Section 5.06. Investment Risk. The OWNER understand that an investment in MRGE includes a high degree of risk, each has such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the Exchange Shares, are in a financial position to hold the Exchange Shares for an indefinite period of time, and are able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.

 


	 
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Section 5.07. Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, OWNER will execute, deliver, file and otherwise assist MRGE in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.

 

Section 5.08. Tax Advice. OWNER are solely responsible for obtaining such legal, including tax, advice as any of them considers necessary or appropriate in connection with the execution, delivery and performance by OWNER of this Agreement and the transactions contemplated herein.

 

Section 5.09. Investment Representations. All of the acknowledgments, representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date. 

 

Section 5.10. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

 

(a) violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Target; 

 

(b) 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 Target or any OWNER is a party or by or to which either’s assets or properties may be bound or subject; 

 

(c) 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 Target or any OWNER or upon the securities, assets or business of Target and/or any OWNER;

 

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Target and/or any OWNER or to the securities, properties or business of Target and/or any OWNER; or

 

(e) 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 held by Target.

 

Section 5.11. Articles of Incorporation and Bylaws.

 

(a) OWNER have heretofore delivered to MRGE true, correct and complete copies of Target’s Articles of Incorporation and Bylaws or comparable instruments, certified by the corporate secretary thereof.

 

(b) The minute books of Target accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.

 

Section 5.12. Compliance with Laws. To the best of OWNER’ knowledge, neither Target nor any OWNER is in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Target or OWNER and have not received written notice that any violation is being alleged.

 

Section 5.13. Material Information. This Agreement and all other information provided in writing by OWNER or representatives thereof to MRGE, 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 MRGE in writing which, individually or in the aggregate, could have a material adverse effect on Target and/or OWNER or a material adverse effect on the ability of OWNER to perform any of their obligations pursuant to this Agreement.

 

Section 5.14. Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Target or any OWNER. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of OWNER, threatened against or involving any OWNER, Target or the Target Shares.

 

Section 5.15. Operations. Except as contemplated by this Agreement, since its date of incorporation, Target has not:

 

(a) amended its Certificate or Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;

 

(b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or

 

(c) made any loan or advance to any manager, officer, director or employee, consultant, agent or other representative.

 

Section 5.16. Brokerage. OWNER shall pay any brokerage, finder’s fee or other commission owed in connection with the transactions contemplated by this Agreement.

 


	 
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ARTICLE VI

COVENANTS AND AGREEMENTS OF OWNER

 

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, OWNER shall cause Target to conduct its business substantially in the manner in which it is currently conducted.

 

Section 6.02. Preservation of Permits and Services. From the date of this Agreement to the Closing Date, OWNER shall cause Target to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

 

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement to the Closing Date: (a) OWNER shall cause Target to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) OWNER shall promptly notify MRGE of any event, condition or circumstance that would constitute a violation or breach of this Agreement by OWNER.

 

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, MRGE shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Target, and such examination of the books, records, tax returns, results of operations and financial condition of Target. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and OWNER and their employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

 

ARTICLE VII

COVENANTS AND AGREEMENTS OF MRGE

 

Section 7.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, MRGE shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.10, or undertake any of the actions specified in Sections 4.11.

 

Section 7.02. Litigation. From the date of this Agreement to the Closing Date, MRGE shall notify OWNER of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against MRGE or against any officer, director, employee, properties or assets of MRGE and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

 


	 
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Section 7.03. Conduct of MRGE Pending the Closing. From the date hereof through the Closing Date: 

 

(a) MRGE shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

 

(b) MRGE shall promptly notify OWNER of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by MRGE.

 

Section 7.04. Corporate Examinations and Investigations. Prior to the Closing Date, OWNER shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of MRGE; and such examination of the books, records, tax returns, results of operations and financial condition of MRGE. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and MRGE and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

 

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF MRGE TO CLOSE

 

The obligations of MRGE to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

 

Section 8.01. Representations and Covenants.

 

(a) The representations and warranties of OWNER contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

 

(b) The OWNER shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by him on or before the Closing Date. The OWNER shall have delivered to MRGE a certificate, dated the Closing Date, and signed by OWNER to the foregoing effect.

 

Section 8.02. Governmental Permits and Approvals.

 

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Target to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and MRGE shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

 


	 
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(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

 

Section 8.03. Third Party Consents. All consents, permits and approvals from parties to contracts with Target that may be required in connection with the performance by OWNER hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

 

Section 8.04. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Target, OWNER, or on the Target Shares.

 

Section 8.05 Due Diligence Review. MRGE must have received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations.

 

Section 8.06 Closing Documents. The OWNER shall have executed and delivered the documents described in Section 2.03 above.

 

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNER TO CLOSE

 

The obligations of OWNER to be performed by them at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by them, to the extent permitted by law:

 

Section 9.01. Representations and Covenants.

 

(a) The representations and warranties of MRGE contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

 

(b) MRGE shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. MRGE shall have delivered to OWNER a certificate dated the Closing Date, and signed by an authorized signatory of MRGE to the foregoing effect.

 

Section 9.02. Governmental Permits and Approvals.

 

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by MRGE to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and OWNER shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and 

 


	 
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(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

 

Section 9.03. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on MRGE.

 

Section 9.04. Closing Documents. MRGE shall have executed and delivered the documents described in Section 2.04 above.

 

ARTICLE X

TERMINATION

Section 10.01. Termination.

 

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

 

(i) by mutual written consent of OWNER and MRGE;

 

(ii) by either OWNER or MRGE in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

 

(iii) by MRGE (a) if MRGE is not then in material breach of this Agreement and if there shall have been any breach by OWNER (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by OWNER of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30-day period and OWNER is diligently pursuing such cure, or (b) if MRGE has not received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations; or

 

(iv) by OWNER if they are not then in material breach of this Agreement and if there shall have been any breach by MRGE (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by MRGE of written notice of such breach.

 


	 
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(b) In the event of termination by OWNER or MRGE pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party. 

 

Section 10.02. Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; and (ii) Section 12.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

 

ARTICLE XI

POST-CLOSING COVENANTS

 

Section 11.01 OWNER’S Covenants. The OWNER hereby covenants with MRGE and promises as follows:

 

(a) To maintain the books, records, accounting and financial statements of Target and all operations related to its current business, in accordance with applicable accounting principles and practices. 

 

(b) To maintain all of the legal requirements that permit Target to operate its current business under the federal and provincial laws and regulations of Texas and comply with all other federal and Texas state laws. 

 

(c) Not to incur any debt by Target in any event whatsoever, except with the prior written consent of the Board of Directors of MRGE. 

 

ARTICLE XII

MISCELLANEOUS

 

Section 12.01. Public Notices. The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

 

Section 12.02. Time. Time shall be of the essence hereof.

 

Section 12.03. Notices. Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:

 


	 
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if to OWNER, at: 

 

Michael Ward 

13707 Bluffgate

San Antonio, TX 78216

 

if to MRGE, at: 

 

Mirage Energy Corporation 

c/o W. Scott Lawler, Esq.

Booth Udall Fuller PLC

1255 W Rio Salado Pkwy #215

Tempe, AZ 85281

 

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.

 

Section 12.04. Severability. If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

 

Section 12.05. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

 

Section 12.06. Further Assurances. The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

 

Section 12.07. Waiver. Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

 

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Section 12.08. Counterparts. This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

 

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

 


	MIRAGE ENERGY CORPORATION, 	
	a Nevada corporation 	 
	
 
	
 

	By:	/s/ Michael Ward 	
	
Name:
	Michael Ward	 
	Title:	President	 



 


	
OWNER
	
	
 
	
 

	Michael Ward 	 
	
 
	
 

	By:	/s/ Michael Ward 	
	
Name:
	Michael Ward 	 
			 



 


	 
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EXHIBIT A

 

Investor Certificate

 

January 24, 2017

 

Mirage Energy Corporation

c/o W. Scott Lawler, Esq.

Booth Udall Fuller, PLC

1255 W. Rio Salado Parkway

Suite 215

Tempe, AZ 85281

 

Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Share Exchange Agreement (the “Share Agreement”) dated January 24, 2017, between Mirage Energy Inc., a Nevada corporation (the “Company”); and Michael Ward, an individual residing in the State of Texas (referred to herein as “Owner”), whereby Owner is acquiring shares of the Company’s common stock (the “Shares”). 

 





1. Each of the undersigned hereby represents, warrants and certifies that:

 

The Owner acknowledges that:

 

a)AN INVESTMENT IN THE SHARES IS NOT WITHOUT RISK AND THE OWNER MAY LOSE HIS, HER OR ITS ENTIRE INVESTMENT;

 

b)The Owner has been given the opportunity by the Company to ask questions of, and receive answers from, the management of the Company and has had access to such financial and other information concerning the Company as it has considered necessary to make a decision to invest in the Shares and has availed itself of such opportunity to the full extent desired;

 

c)The Owner has not been provided with, nor has it requested, nor does it have any need to receive, an offering memorandum or any similar document in connection with the Shares, and its decision to execute this Agreement and to purchase the Shares has been based entirely upon its own due diligence review of the Company;

 

d)The Shares have not been registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any state, and that the Shares upon issuance will be, “restricted securities” in the United States within the meaning of Rule 144(a)(3) of the U.S. Securities Act;

 


	 
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e)No agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Shares;

 

f)The purchase of the Shares has not been made through, or as a result of, and the distribution of the Shares is not being accompanied by, and the Owner is not aware of, any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

 

g)The Shares are being offered for sale on a “private placement” basis only;

 

h)Upon the transfer of the Shares, the certificates representing the Shares shall bear a legend to the effect that transfer is prohibited except (i) pursuant to registration under U.S. Securities Act, and (ii) pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with U.S. Securities Act;

 

i)The Shares will be subject to resale restrictions under applicable securities legislation, rules, regulations and policies, and the Owner will comply with all relevant securities legislation, rules, regulations and policies concerning any Shares and will consult with its own legal advisers with respect to complying with all restrictions applying to any such resale and further agrees that it is solely responsible for compliance with all applicable resale restrictions and will only resell the Shares in compliance with all applicable securities laws; and

 

j)That the Owner is an “accredited investor”, as such term is defined by Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act of 1933.

 

2.The undersigned acknowledges and agrees that:





(a) The Shares are and will be “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act, and the certificates representing the Shares, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will be subject to the terms of and bear, on the face of such certificate, a legend in substantially the following for:

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. 

 


	 
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(b) The Company will refuse to register any sale of Shares made in breach of the provisions hereof.

 

(c) The addressees of this certificate and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements, and irrevocably authorizes the addressees of this certificate to produce the same or a copy thereof to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein. Each of the undersigned further agrees that if any of acknowledgments, representations, warranties or agreements made herein is no longer accurate, he shall promptly notify the Company 

 


	 	Michael Ward 	
	 	 	 	 
	January 24, 2017	By:	/s/ Michael Ward	
	
 
	
Name:
	Michael Ward 	 
	 			 
	 	 	 	 



 


	 
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