Golden Global Mining Corp. - Exhibit 10.2 - Filed by newsfilecorp.com






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: 

	 	A. 	
      VRCL desires to sell its mining equipment and mining
      properties (the “Assets”) as listed in Schedule “A”.

	 	 	 
	 	B. 	
      VRCL has agreed to sell and GLOBAL has agreed to purchase
      the Assets.



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 

1 




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: 

	 	a. 	
      violate any provisions of the Articles or Certificate of
      Incorporation, By-laws or other charter or organizational document of
      VRCL;

	 	b. 	
      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;

	 	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 VRCL or
      upon VRCL Shares or the properties or business of VRCL;

	 	d. 	
      violate any statute, law or regulation of any
      jurisdiction as such statute, law or regulation relates to VRCL;
  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.



2 




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.

	 	1. 	
      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;

	 	2. 	
      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



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. 

3 




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: 

	 	1. 	
      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;

	 	2. 	
      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

	 	3. 	
      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.



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, any direct or indirect indebtedness, liability, claim, loss,
damage, or unliquidated, secured or unsecured, accrued, absolute, contingent or
otherwise that may affect his performance under this agreement. 

Section 4.07 
Compliance with Laws. To the best of
its knowledge, GLOBAL is not in violation of any applicable order, judgment,
injunction, award or decree nor is it in violation of any Federal, State, Local
or Foreign law, ordinance or regulation or any other requirement of any
governmental or regulatory body, court, arbitrator, or other than those
violations which, in the aggregate, would not have a material adverse effect on
GLOBAL and GLOBAL has not received written notice than any violation is being
alleged. 

4 




Section 4.08 
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
GLOBAL. There are no actions, suits or claims or legal, regulatory,
administrative or arbitration proceedings pending or, to the knowledge of GLOBAL
threatened against or involving GLOBAL. 

Section 4.09 

  Liens. Global warrants that the 18,000,000 shares of Global are free
  of any liens and encumbrances, apart from normal exchange restrictions, at the
  time of transfer.

ARTICLE V 

  GLOBAL COVENANTS AND AGREEMENTS 

Section 5.03.
Litigation. From the date of this
Agreement to the Closing Date, GLOBAL shall notify VRCL of any actions or
proceedings that are threatened or commenced against GLOBAL or against any
properties or assets of GLOBAL with respect to their affairs and of any requests
for information or documentary materials by any governmental or regulatory body
in connection with the transactions contemplated hereby. 

Section 5.04 
Conduct of GLOBAL Pending the Closing.
From the date hereof through the Closing Date,

	GLOBAL shall use best efforts to conduct his affairs in such a manner so
  that, except as otherwise contemplated or permitted by this Agreement, the
  representations and warranties contained herein shall continue to be true and
  correct on and as of the Closing Date as if made on and as of the Closing Date

  
	GLOBAL shall promptly notify VRCL 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 GLOBAL. 


Section 5.05
Expenses. GLOBAL shall bear his own
expenses incurred in connection with the preparation, execution and performance
of this Agreement and the transactions contemplated hereby, including, without
limitation, all fees and expenses of agents, representatives, counsel,
actuaries, and accountants. 

Section 5.06
Further Assurances. GLOBAL shall execute
such documents and other papers and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.

5 




ARTICLE VI 

  CONDITIONS PRECEDENT TO THE OBLIGATION OF GLOBAL TO CLOSE 

The obligation of GLOBAL to enter into and complete the Asset
Purchase and Share Exchange and related transactions contemplated by the
Agreement is subject, at GLOBAL’s option, acting in accordance with the
provisions of this Agreement with respect to the termination hereof, to the
fulfillment on or before the Closing Date, of the following conditions, any one
or more of which may be waived by it, to the extent permitted by law. 

Section 6.01 
Representations and Covenants. The
representations and warranties of VRCL contained in this Agreement shall be true
and correct on and as of the Closing Date with the same force and effect as
tough 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 dare or period shall be true as of such date or period.


VRCL shall have performed and complied with all covenants and
agreements required by the Agreement to be performed or complied with by them on
or before the Closing Date. VRCL shall each have delivered to GLOBAL a
certificate, dated the Closing Date, and signed by VRCL to the foregoing effect.


Section 6.02
Governmental Permits and Approvals. 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 VRCL to continue to be
carried on by VRCL substantially in the same manner immediately following the
Closing Date shall have been obtained and shall be in full force and effect, and
GLOBAL shall have been furnished with appropriate evidence, reasonably
satisfactory to it, of the granting of such approvals, authorizations, consents,
permits and licenses; and 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 6.03 
Third Party Consents. All consents,
permits and approvals from parties to contracts with VRCL, including VRCL
shareholder approval, that may be required in connections with the performance
by VRCL of its obligations under this Agreement or the continuance of such
contracts with VRCL in full force and effect after the Closing Date, shall have
been obtained. 

Section 6.04 
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 VRCL. 

6 




Section 6.05 

  No Severance Payments. No Shareholders
shall be entitled to severance or change of control payments by VRCL as a result
of this Agreement being performed. 

ARTICLE VII 

  CLOSING ARRANGEMENTS 

Section 7.01.
Closing Location. The closing of the
Share Exchange and the other transactions contemplated by this Agreement (“The
Closing”) will take place at 13:00 (MST) on the Closing Date at the
offices of VRCL, or such other date or location as the parties may agree to in
writing. 

Section 7.02.
VRCL’s Closing Documents. At the
Closing, VRCL will tender to GLOBAL: 

	 	1. 	
      Certified copies of resolutions of the directors, once
      shareholders approve the transaction, of VRCL in a form satisfactory to
      GLOBAL acting reasonably, authorizing the execution and delivery of this
      Agreement;



Section 7.03.
GLOBAL Closing Documents. At the
Closing, GLOBAL will tender to VRCL: 

	 	1. 	
      Indemnities as contemplated in this agreement;

	 	2. 	
      The 18,000,000 Shares of Global.



Section 7.04.
Sequence. The parties hereto mutually
agree to conduct the Closing by relying upon the exchange of undertakings and
that the Closing shall take place in the following sequence: 

	
  GLOBAL will deliver to VRCL GLOBAL’s Closing Documents; 

  
	
  Upon receipt of GLOBAL’s Closing Documents, VRCL will sign as necessary;
  

  
	
  GLOBAL will then deliver the Shares to GLOBAL to VRCL. 



ARTICLE VIII 

  MISCELLANEOUS 

Section 8.1.
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 unless compelled by law, or the approval of the VRCL
shareholders, such approval not to be unreasonably withheld. 

7 




Section 8.2.

  Time. Time shall be of the essence
hereof. This agreement shall expire July 1, 2010 unless completed beforehand or
mutually extended in writing by both parties. 

Section 8.3.
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: 

	 	(a) 	
      if to VRCL , at: VRCL’s address

	 	 	 
	 	(b) 	
      if to GLOBAL, at: GLOBAL’s
address



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 clause. 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 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 8.4.
Governing Law. This Agreement shall be
governed by and construed in accordance with the law of the State of Nevada and
the parties submit and attorney to the jurisdiction of the courts of the State
of Nevada. 

Section 8.5.
Severability.
If a court of other
tribunal 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 8.6.
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. 

8 




Section 8.7.
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

 

	VRCL 	 	GLOBAL
  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	WITNESS 	 	  


9 




ADDENDUM TO THE 

ASSET PURCHASE AND SHARE EXCHANGE AGREEMENT

    (The
  “Agreement”) 

  Dated the 12th day of December, 2009. 

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 Corp. a Corporation to be registered in the State
  of Nevada whose immediate address is Suite 2806, 505-6th Street SW,
  Calgary, Alberta, T2P 1X5. 

(Hereinafter “GLOBAL”) OF THE SECOND PART 

WHEREAS: 

	 	A. 	Global has established a wholly owned Canadian subsidiary
      named “Golden Global Mining Corporation”, registered in the Province of
      Alberta;

	 	B. 	Both VRCL and Golden agree to add to or amend the
      Agreement as follows:



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: 

	 	1) 	The Assets in Schedule “A” shall be transferred to Golden
      Global Mining Corporation.

	 	2) 	The transaction value for the Equipment shall be $173,841
      CAD. The transaction value for the two mining properties shall be $1 CAD
      each for a total of $173,843 CAD.

	 	3) 	In consideration, Global agrees to issue 18,000,000
      shares of Global to VRCL or its nominees.



Dated this 9th day of January, 2010. 

	 	 	 
	VRCL 	 	GLOBAL 
	 	 	 
	 	 	 
	Witness 	 	Witness