ex101.htm - Generated by SEC Publisher for SEC Filing










 








Exhibit
10.1


 


Memorandum of intent (the “Memorandum of Intent”) dated August
25, 2010 between PhytoMedical Technologies, Inc., a Nevada
corporation (the "Prospective Purchaser"), and Standard Gold Corp.,
a Nevada corporation (the “Company”).  The Prospective Purchaser and the
Company are sometimes herein collectively referred to as the “Parties”
and individually as a “Party.”


 


            This Memorandum of Intent is intended to summarize the
principal terms of a proposal being considered by the Prospective Purchaser and
the Company pursuant to which the Prospective Purchaser will acquire all of the
outstanding Shares (as defined below) of the Company (the “Prospective
Acquisition”).


 


            This Memorandum
of Intent reflects only the status of the discussions to date between the
Prospective Purchaser and the Company. The
obligations of the Parties hereto to consummate the Prospective Acquisition are
subject to the negotiation and execution of the Definitive Agreement as defined
below, among other things.  Accordingly, this Memorandum of Intent is
intended solely as a basis for further discussion and is not intended to be and
does not constitute a legally binding agreement; provided, however,
that the provisions set forth in Sections 6, 7, 8, 9, 11, 12, 13 and 14
below and this paragraph shall be binding upon the Parties.  This
Memorandum of Intent shall not confer on any person or entity, other than the Parties
hereto, any rights or remedies, and shall be superseded in its entirety upon
execution of the Definitive Agreement by the terms and conditions of such
Definitive Agreement as referred to in this Memorandum of Intent.


 


            Based upon the information currently known to the
Prospective Purchaser and the Company, it is proposed that the Definitive
Agreement provide for the following terms:


 


            1.           Purchase
of Stock. 


 


            At the closing (the “Closing”), subject to the
satisfaction of all conditions precedent contained in the Definitive Agreement,
the Prospective Purchaser will acquire all of the issued and outstanding
capital stock of the Company, on a fully diluted basis, free and clear of any
liens, charges, restrictions or encumbrances thereon (collectively, the “Shares”)
through, but not necessarily limited to, either a merger between the
Prospective Purchaser or one of its subsidiaries and the Company or through a
share exchange transaction between the Prospective Purchaser and each of the
shareholders of the Company (collectively, the “Acquisition Format”);
the Acquisition Format, to the extent possible, shall be structured to ensure
that the Prospective Acquisition qualifies as a tax-free reorganization.


 


            2.           Purchase
Consideration.


 


            The purchase price for the Shares will consist of 607,539,940
shares of the Prospective Purchaser’s common stock (the “Purchase Consideration”). 
It is understood and agreed that pending the Closing the Prospective Purchaser
will seek, through the direct registered offering of additional equity
securities, a maximum aggregate amount of $2,000,000 (the “Financing”). 








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 The terms of the Financing entail the issuance of up
to 200,000,000 units, each consisting of (i) shares of common stock of the
Prospective Purchaser at a purchase price of $0.01 per Unit and (ii) warrants
to purchase the Prospective Purchaser’s common stock at an exercise price of
$0.03 or such other terms and conditions as the Prospective Purchaser may
determine. 


 


            3.           Definitive
Agreement. 


 


            The Prospective Purchaser and the Company hereby agree
to use reasonable diligence to commence good faith negotiations in order to
execute and deliver a definitive stock purchase or Acquisition Format agreement
relating to the Prospective Acquisition (the “Definitive Agreement”).  All
terms and conditions concerning the Prospective Acquisition shall be stated in
the Definitive Agreement (or agreements to be entered into pursuant to the
Definitive Agreement), including without limitation, representations,
warranties, covenants, lock-up/leak-out, holdback provisions and indemnities
that are usual and customary in a transaction of this nature as such may be
mutually agreed upon between the Parties. 


 


            4.           Representations
and Warranties. 


 


            The Definitive Agreement will contain, in addition to
such terms and conditions as the Parties thereto may agree to, such
representations and warranties as are customary to transactions of this type,
including without limitation, representations and warranties by each of the
Company and the Prospective Purchaser as to (a) the accuracy and completeness
of its audited financial statements for the period from inception to June 30,
2010 and current interim financial statements; (b) disclosure of all its
material contracts, commitments and liabilities, direct or contingent; (c) the
physical condition, suitability, ownership and absence of liens, claims and
other adverse interests with respect to its assets; (d) the absence of
liabilities, other than as set forth in its current balance sheet, and
liabilities incurred in the ordinary course of business since that date; (e)
the absence of a material adverse change in its condition (financial or
otherwise), business, properties, or assets; (f) the absence of pending or
threatened litigation, claims, investigations or other matters affecting the
Prospective Acquisition; (g) its compliance with laws and regulations
applicable to its business and obtaining all licenses and permits required for
its business; and (h) its due incorporation, organization, valid existence,
good standing and capitalization. For purposes hereof, the term “material” as
it relates to the Company’s or the Prospective Purchaser’s contracts in clause
(b) above, refers to (i) any contract requiring the Company or the Prospective
Purchaser, as the case may be, to expend over the course of a twelve month
period in excess of $100,000, (ii) any contract that cannot be terminated on
less than 10 days notice without the Company or the Prospective Purchaser, as
the case may be, incurring penalties or liabilities thereunder in excess of
$25,000, or (iii) any contract with an affiliate of the Company or the
Prospective Purchaser, as the case may be. 


 


            5.           Conditions
to Consummation of the Prospective Acquisition.  


 


            (a) The obligation of the Prospective Purchaser with
respect to the Prospective Acquisition shall be subject to satisfaction of
conditions customary to transactions of this type, including without
limitation, (i) receipt and approval by the Prospective Purchaser of the
Company's audited financial statements for the period from inception through
June 30, 2010 








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(collectively, the “Financial
Statements”); (ii) execution of the Definitive Agreement by all Parties;
(iii) the obtaining of all requisite regulatory, administrative, governmental
or third party authorizations and consents; (iv) absence of a material adverse
change in the condition (financial or otherwise), business, properties, assets
or prospects of the Company; (v) absence of pending or threatened litigation,
claims, investigations or other matters affecting the Company or the
Prospective Acquisition; (vi) satisfactory completion by the Prospective
Purchaser of a due diligence investigation of the Company; (vii) confirmation
that the representations and warranties of the Company are true and accurate in
all respects;  (viii) requisite approval of the Board of Directors of
the Company and of the Prospective Purchaser, the approval of the shareholders
of the Company to consummate the Proposed Transaction; (ix) the consummation of
the Financing; (x) appropriate representation and certification, as may be
required by the Prospective Purchaser, by each the shareholders of the Company
to the effect that such shareholder is an “accredited investor” as such term is
defined in Regulation D as promulgated under Securities Act of 1933, as
amended; and (xi) to the extent deemed necessary by the Prospective Purchaser,
the exercise or conversion of any warrants, options, rights, convertible
securities, or any other derivative securities, if any, of the Company
convertible into or exercisable for shares of the Company’s common stock, into
shares of the Company’s common stock. The foregoing is not intended to be a
complete list of the conditions to completing the Prospective Acquisition,
which the Parties hereto may negotiate and incorporate into the Definitive
Agreement.


            


            (b)        The obligation of the Company with respect
to the Prospective Acquisition shall be subject to satisfaction of conditions
customary to transactions of this type, including without limitation, (i)
execution of the Definitive Agreement by all Parties; (ii) the Prospective
Purchaser obtaining all requisite regulatory, administrative, governmental or
third party authorizations and consents; (iii) absence of a material adverse
change in the condition (financial or otherwise), business, properties, assets
or prospects of the Prospective Purchaser; (iv) absence of pending or
threatened litigation, claims, investigations or other matters affecting the
Prospective Purchaser or the Prospective Acquisition; (v) satisfactory
completion by the Company of a due diligence investigation of the Prospective
Purchaser; (vi) confirmation that the representations and warranties of the
Prospective Purchaser are true and accurate in all respects; (vii)
requisite approval of the Board of Directors of the Company and the Prospective
Purchaser, the approval of the shareholders of the Company to consummate the
Prospective Acquisition; and (viii) the consummation of the Financing. The
foregoing is not intended to be a complete list of the conditions to completing
the Prospective Acquisition which the Parties hereto may negotiate and
incorporate into the Definitive Agreement.


 


            6.           Access
to Company.  


 


            The Company will give the Prospective Purchaser, its
legal, accounting and scientific advisors full access to any personnel and all
properties, documents, contracts, books, records and operations of the Company
relating to its business. The Company will furnish the Prospective Purchaser
with copies of documents and with such other information as the Prospective
Purchaser may reasonably request.





 










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7.           No
Other Offers. 


 


            The Company acknowledges that the Prospective
Purchaser will incur significant expense in connection with its due diligence
review and preparation and negotiation of the Definitive
Agreement.  As a result, upon execution of this Memorandum of Intent,
the Company shall terminate any existing discussions or negotiations with, and
shall cease to provide information to or otherwise cooperate with, any party
other than the Prospective Purchaser and its representatives with respect to
any Prospective Acquisition Transaction (as defined below).  In
addition, from and after the date hereof until the Termination Date, none of
the Company nor any of its shareholders, subsidiaries or affiliates, or any of
their respective officers, directors, employees, members, managers,
representatives or agents, will directly or indirectly encourage, solicit,
initiate, have or continue any discussions or negotiations with or participate
in any discussions or negotiations with or provide any information to or
otherwise cooperate in any other way with, or enter into any agreement,
memorandum of intent or agreement in principle with, or facilitate or encourage
any effort or attempt by any corporation, partnership, company, person or other
entity or group (other than the Prospective Purchaser and its shareholders,
subsidiaries or affiliates, or any of their respective officers, directors,
employees, members, managers, representatives or agents) concerning any
Acquisition Format, joint venture, recapitalization, reorganization, sale of substantial
assets, sale of any shares of capital stock, investment or similar transaction
involving the Company or any subsidiary or division of the Company (each, a “Prospective
Acquisition Transaction”).  The Company shall notify the
Prospective Purchaser promptly of any inquiries, proposals or offers made by
third parties to the Company or any of its shareholders, subsidiaries or
affiliates, or any of their respective officers, directors, employees, members,
managers, representatives or agents with respect to a Prospective Acquisition
Transaction and furnish the Prospective Purchaser the terms thereof (including,
without limitation, the type of consideration offered and the identity of the
third party).  The Company shall deal exclusively with the Prospective
Purchaser with respect to any possible Prospective Acquisition Transaction and
the Prospective Purchaser shall have the right to match the terms of any
proposed transactions in lieu of such third parties.


 


            8.           Conduct
of Business. 


 


             Each of the Company and the Prospective
Purchaser shall use its best efforts to preserve intact its business
organization and employees and other business relationships; shall continue to
operate in the ordinary course of business and maintain its books, records and
accounts in accordance with Generally Accepted Accounting Principles and
consistent with past practice; shall use its reasonable best efforts to
maintain, except as contemplated by Sections 2 and 5 of this Memorandum
of Intent, its current financial condition, including working capital levels;
shall not incur any indebtedness except as required to pay ongoing operating
expenses, expenses related to this Memorandum of Intent, the Bridge Loan (as
defined below), the Prospective Acquisition or in the ordinary course of such
Party’s business; shall not declare or make any dividend or stock distributions;
and shall not make any payments to employees outside the ordinary course of
business and consistent with past practices.





 










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            9.           Expenses. 


 


            Each of the Parties shall pay its respective expenses
incident to this Memorandum of Intent, the Definitive Agreement and
consummation of the transactions contemplated hereby and thereby.


 


            10.       Brokerage, Finders and Other Fees.           


 


            The Definitive Agreement shall provide, that neither
the Prospective Purchaser nor the Company has incurred or is otherwise liable
for any the brokerage or finder's fee payable in connection with the
Prospective Acquisition. 


 


            11.         Confidentiality.  


 


                        (a)        “Confidential Information,” as used herein,
shall mean all information and material (whether written or oral) disclosed by
one Party hereto (the “Disclosing Party”) or its directors, officers,
employees, independent contractors, affiliates, representatives (including, without
limitation, financial advisors, attorneys and accountants) or agents or
potential sources of financing (collectively, “Representatives”) to the
other Party hereto (the “Receiving Party”) or its
Representatives, which concern the business of the Disclosing Party and which
is proprietary to Disclosing Party, and is marked or otherwise identified as
“Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its
confidential and/or proprietary nature, or by the nature of the circumstances
surrounding the disclosure or receipt of the information or material should be
treated as Confidential Information. The term Confidential Information includes
all such information or material which Receiving Party may obtain knowledge of
through or as a result of the relationship established hereunder with
Disclosing Party, access to Disclosing Party’s premises or communications with
Disclosing Party’s Representatives. The term Confidential Information also
includes all notes, analyses, extracts, compilations, studies, interpretations
or other materials prepared by Receiving Party to the extent they contain or
reflect Disclosing Party’s Confidential Information.


                        (b)        Confidential
Information shall not include information or material that (i) is now or
later becomes generally known to the public (other than as result of a breach
of this Memorandum of Intent); (ii) is independently developed by
Receiving Party without use of or access to Disclosing Party’s Confidential
Information; (iii) Receiving Party lawfully obtains from any third party
who has lawfully obtained such information; (iv) is later published or
generally disclosed to the public by Disclosing Party; (v) at the time of
its disclosure to Receiving Party, (A) is already known to Receiving Party
and, to the best knowledge of Receiving Party, is not subject to any
confidentiality obligations and the disclosure thereof to Receiving Party has
not breached any confidentiality obligations, or (B) is available on a
non-confidential basis to Receiving Party; (vi) is approved for release by
prior written authorization of Disclosing Party; or (vii) is required to
be disclosed pursuant to any applicable statute, law, rule or regulation of any
governmental authority or pursuant to any order of any court of competent
jurisdiction, provided that Receiving Party shall advise Disclosing Party of
the request for disclosure in sufficient time to apply for such legal
protection as may be available with respect to the confidentiality of the
Confidential Information. Receiving Party shall bear the burden of showing that
any of the foregoing exclusions applies to any information or materials.










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                        (c)        Receiving
Party shall use all Confidential Information solely for the limited purpose(s) of
assessing the merits of its proceeding with the Prospective Acquisition (the “Purpose”)
and shall hold in confidence and not disclose such Confidential Information in
any manner to, or permit the use thereof by any person or persons other than
Receiving Party’s Representatives who have a legitimate need to know or to have
access to such Confidential Information and who are first informed by Receiving
Party of the confidential nature of the Confidential Information and agree to
maintain the confidentiality of such Confidential Information. Receiving Party
will cause its Representatives to observe the terms of this Memorandum of
Intent, and will be responsible for any breach of this Memorandum of Intent by
any of its Representatives. Receiving Party covenants that it will use such
degree of care as is reasonable and necessary to protect and safeguard the
confidentiality of Disclosing Party’s Confidential Information and represents
that such degree of care is reasonably designed to protect the confidentiality
of proprietary and confidential information. Except as otherwise expressly
permitted under this Memorandum of Intent, Receiving Party shall not use or
disclose to others, or permit the use or disclosure of, any Confidential
Information of Disclosing Party, and shall not take advantage of any corporate
opportunity of Disclosing Party disclosed to Receiving Party under this Memorandum
of Intent. Receiving Party agrees to advise Disclosing Party promptly in
writing upon the occurrence of any unauthorized disclosure, misappropriation or
misuse of any Confidential Information or other breach of this Memorandum of
Intent of which Receiving Party may become aware and that any such breach does
not relieve Receiving Party of any of its obligations hereunder. Except to the
extent required by law, no Party hereto shall disclose the existence or subject
matter of the discussions or business relationship contemplated by this Memorandum
of Intent, the existence of this Memorandum of Intent or the identity of the Parties
hereto.


 


                        (d)       Receiving
Party shall not copy (except as reasonably required for the Purpose), alter,
modify, disassemble, reverse engineer or decompile any Confidential Information
without the prior written consent of Disclosing Party. 


 


                                (e)        If either Party determines
not to proceed with the Prospective Acquisition, then such Party will promptly
inform the other Party of that decision and, in that case, or at any time upon
the request of Disclosing Party or any of its Representatives, Receiving Party
will, at the election of Disclosing Party, either (i) promptly destroy all
copies of the written Confidential Information in its or its Representatives’
possession and confirm such destruction to Disclosing Party in writing, or
(ii) promptly deliver to Disclosing Party at its own expense all
Confidential Information, together with any copies thereof that may have been
made) in its or its Representatives’ possession. In addition, in the event of
such a decision or request, all other Confidential Information prepared by
Receiving Party shall be destroyed and no copy thereof shall be retained except
that Receiving Party shall not be required to destroy or return any electronic
copies of Confidential Information created pursuant to its standard electronic
archival and back-up procedures (it being agreed that any such electronic
copies shall remain subject to the confidentiality and other obligations set
forth in this Memorandum of Intent). Notwithstanding the return or destruction
of the Confidential Information, Receiving Party and its Representatives will
continue to be bound by their obligations of confidentiality and other
obligations hereunder, and all such obligations shall expressly survive the
return or destruction of 








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the Confidential Information.
Any oral Confidential Information will continue to be subject to the terms of
this Memorandum of Intent.


 


                        (f)        The
Parties acknowledge that neither Disclosing Party, nor its Representatives, nor
any of its or their respective officers, directors, employees, agents or
controlling person within the meaning of Section 20 of the Securities
Exchange Act of 1934, as amended, makes any express or implied representation
or warranty as to the accuracy or completeness of the Confidential Information,
and the Parties agree that no such person will have any liability relating to
the Confidential Information or for any errors therein or omissions therefrom.
The Parties further agree that Receiving Party is not entitled to rely on the
accuracy or completeness of the Confidential Information and that Receiving
Party will be entitled to rely solely on such representations and warranties as
may be included in a Definitive Agreement signed by the Parties with respect to
the Prospective Acquisition, subject to such limitations and restrictions as
may be contained therein.


 


                        (g)        Receiving
Party understands and acknowledges that Disclosing Party claims that such
Confidential Information has been developed or obtained by Disclosing Party
through the investment of significant time, effort and expense, and that such
Confidential Information provides Disclosing Party with a significant
competitive advantage in its business. Receiving Party acknowledges and agrees
that due to the unique nature of Disclosing Party’s Confidential Information
there may be no adequate remedy at law for any unauthorized disclosure or use
by Receiving Party of any Confidential Information, or any other breach by
Receiving Party hereunder, that any such breach may result in irreparable
injury to Disclosing Party and that, therefore, upon any such breach or threat
thereof, Disclosing Party shall be entitled to seek equitable relief, including
injunction and specific performance, as a remedy for any such breach. Such
remedies shall not be deemed to be the exclusive remedies for a breach by
Receiving Party of this Memorandum of Intent but shall be in addition to all
other remedies available at law or equity to Disclosing Party.


                        (h)        The
Parties are aware, and will advise their respective Representatives who are
informed of the matters that are the subject of this Memorandum of Intent, of
the restrictions imposed by the United States securities laws on the purchase
or sale of securities by any person who has received material, non-public
information from the issuer of such securities and on the communication of such
information to any other person when it is reasonably foreseeable that such
other person is likely to purchase or sell such securities in reliance upon
such information.


                        


            12.         Disclosure. Neither
the Prospective Purchaser nor the Company shall without the prior written
consent of the other, cause its directors, officers, shareholders, employees,
agents, other representatives and affiliates not to, disclose to any third
party the fact that discussions or negotiations are taking place concerning the
transactions contemplated hereby, the status thereof, or the existence of this
Memorandum of Intent and the terms thereof, as well as all non-public
communications, information, records and documents disclosed in connection
herewith, unless required in connection with the Financing, or if in the
opinion of such Party disclosure is required to be made by applicable law,
regulation or court order, and such disclosure is made after prior consultation
with the other Party.


 










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            13.         Termination.  


 


            Subject to the terms of this Memorandum of Intent,
upon the earlier of (a) the mutual written agreement of the Parties hereto or
(b) the failure by the Parties hereto to consummate the Prospective Acquisition
by December 31, 2010 (the “Termination Date”), this Memorandum of Intent
shall terminate and the Parties shall be released from all liabilities and
obligations with respect to the subject matter hereof. Notwithstanding the
foregoing, Sections 9, 11, 13, and 14 shall survive the termination or
expiration of this Memorandum of Intent.


 


            14.        
Dispute Resolution.  


 


            In the event of any dispute arising out of or relating
to this Memorandum of Intent such dispute shall be resolved exclusively by
confidential binding arbitration with the New York City, New York branch of
JAMS to be governed by JAMS’ commercial rules of arbitration in effect at the
time of the commencement of arbitration and heard before one arbitrator. Each Party
shall bear its own attorneys’ fees, expert witness fees, and costs incurred in
connection with any arbitration.


 


            15.       Name Branding.        


 


            The
Definitive Agreement will provide for the Prospective Purchaser to establish a
post Closing 18 month budget allocating $1,000,000 for the continuation of the
Prospective Purchaser’s name branding program and will be escrowed at closing
for such purpose.


 


            16.       Bridge Loan. Upon execution
and delivery of this Memorandum of Intent by the Parties hereto, and subject to
the negotiation, execution and delivery of a loan agreement (the “Bridge
Loan Agreement”) the Prospective Purchaser will lend the Company $30,000
(the “Bridge Loan”) for the purpose to maintain in good standing the
Company’s mineral claims pending completion of the preliminary discussions
between the Parties regarding the Prospective Acquisition. The Bridge Loan
Agreement shall provide for the execution and delivery of a promissory note by
the Company to reflect the Bridge Loan and shall contain such provisions as are
mutually agreed to by the Parties. 


 


            17.       Lock Up.


 


            The
Definitive Agreement shall contain a provision or a condition precedent to the
consummation of the transactions contemplated thereby that a lock-up
agreement,  restricting the resale of the Purchase Consideration for a period
of one year following the Closing (the “Lock-up Period”); and, the
Definitive Agreement (or the “Lock-Up Agreement”, as the case may be)
shall also provide that the Prospective Purchaser shall not file any
registration statement during the term of the Lock-up Period with respect to
the resale of the Purchase Consideration.


 


            18.         Counterparts.  


 


            This Memorandum of Intent may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same 








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instrument.


 


19.       Construction. 


 


Each Party agrees that it and/or its
counsel has reviewed and had an opportunity to review this Memorandum of Intent
and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall not be employed
in the interpretation of the Memorandum of Intent or any amendments hereto.


 


            20.       Notices.


 


Any notice or
other communication required or permitted hereunder shall be in writing and,
unless delivery instructions are otherwise expressly set forth above herein,
either delivered personally (effective upon delivery), by facsimile
transmission (effective on the next day after transmission), by recognized
overnight delivery service (effective on the next day after delivery to the
service), or by registered or certified mail, postage prepaid and return
receipt requested (effective on the third Business Day after the date of
mailing), at the following addresses or facsimile transmission numbers (or at
such other address(es) or facsimile transmission number(s) for a Party as shall
be specified by like notice) (effective  day of transmission)


If to the Borrower, at:


            Standard Gold
Corp.


            c/o Strategic
American Oil Corporation

            600 Leopard Street, Suite 2015


            Corpus Christi,
Texas 78401


            Attention:
President

            Facsimile: (604) 677-5935


 


If to the Prospective
Purchaser, at:


            PhytoMedical Technologies, Inc.


            100 Overlook
Drive, 2nd Floor


            Princeton, New
Jersey, 08540


            Attention:
President and Chief Executive Officer


            Facsimile: (248)
671-0315


 


Or, to such other persons
or at such other addresses as shall be furnished by any party by like notice to
the others, and such notice or communication shall be deemed to have been given
or made as of the date so delivered or mailed. No change in any of such
addresses shall be effective insofar as notices under this Section 20 are concerned unless such changed address
shall have been given to such other party hereto as provided in this Section
20. For purposes hereof, the term “Business
Day” means any day other than a Saturday, Sunday or any day on which banks
in the State of New York are authorized or required by federal law to be closed
in New York, New York.










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            21.         Governing
Law.  


 


            This Memorandum of Intent shall be governed by the
laws of the State of New York, without regard to such state’s principles of
conflicts of laws.


 


 


[SIGANTURES FOLLOW ON THE NEXT PAGE]


 





 










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            IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Memorandum
of Intent as of the date first above written.


 


 


 


PhytoMedical
Technologies, Inc.


 


 


By:          /s/ Amit
S. Dang


Title:       Chief Executive
Officer and President


 


 


 


Standard Gold Corp.


 


_______________________________________


By:                  /s/Joshua Bleak


Title:                President  


 


 


 












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