ex10-1.htm


    LETTER
OF INTENT

    


    
      	
              Parties:

            	
              HL Ventures
      Inc., a Nevada corporation (“HL”), and Urban Barns Foods Inc., an Alberta
      corporation (“Urban Barns”), wish to enter into this binding letter of
      intent (the “LOI”) which will provide for the basic structure of a share
      exchange and reverse merger between the parties (the “Share
      Exchange”).

               

            


    

    


    It
is the intention of the parties to enter into a long form agreement governing
the Share Exchange by August 15, 2009.

    


    
      	 
    	 
    
	
              Structure:

            	
              The parties
      shall complete the Share Exchange in accordance with the terms of this LOI
      as applicable to the respective companies.

            
	 
    	 
    
	
              Consideration:

            	
              Pursuant to
      the Share Exchange, all outstanding common shares of Urban Barns shall be
      exchanged for common shares of HL so that at the closing of the Share
      Exchange (the “Share Exchange Closing”) the shareholders of Urban Barns
      shall hold 25,000,000 common shares of HL.

               

              All related
      party debts owed by HL shall be cancelled upon the Share Exchange
      Closing.

            
	
               
      

            	 
    
	
              Conditions

              Precedent:

            	
              Prior to the
      Share Exchange Closing:

              · HL shall
      change its name to Urban Barns Foods Inc. or another name acceptable to
      both parties.

              · HL shall
      complete a forward split of its common stock on a 7 for 1
      basis.

              · HL shall
      appoint Jerry Fitzpatrick and Dan Meikleham to its board of
      directors.

              · Urban Barns
      shall obtain approval for the Share Exchange from each of its shareholders
      and its board of directors.

              · HL shall
      obtain all required approval for the Share Exchange from its shareholders
      and board of directors.

              · HL shall have
      no liabilities.

              · Urban Barns
      shall have provided HL with audited financial statements for such periods
      as required by the Securities and Exchange Commission.

              · Both parties
      will have conducted due diligence on each other and the results of such
      due diligence will be satisfactory to both parties.

            
	 
    	 
    
	
              Details
      of Closing:

            	
              Upon the
      Share Exchange Closing:

              · Current
      shareholders of Urban Barns shall be issued 25,000,000 shares of the
      common stock of HL in exchange for all of the issued and outstanding
      common shares of Urban Barns’ stock.

              · Deniz Hassan
      and Adrian Lee shall resign as directors of HL;

              · Deniz Hassan
      shall resign from all officer positions with HL and Urban Barns shall
      appoint individuals to fill any officer vacancies.

              · Deniz Hassan
      shall cancel 20,500,000 post split shares of HL’s common stock held in his
      name.

              · Urban Barns
      shall become a fully owned subsidiary of HL.

            
	 
    	 
    


    

     

     

    
      
         

      

      
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              Termination
      Events:

            	
              This LOI and
      any Share Exchange agreement entered into on the basis of this LOI will
      have provisions for termination, and the rescission of any actions
      undertaken in order to fulfill the obligations of this LOI or a subsequent
      agreement, upon the occurrence of any one of the following
      events:

              · By mutual
      consent and such consent will not be unreasonably withheld;
or

              · By either
      party if either party is not satisfied with the results of due diligence
      undertaken in good faith.

            
	 
    	 
    
	
              Independent

              Legal
      Advice:

            	
              Each party
      acknowledges that it has had the opportunity to obtain its own independent
      legal and tax advice with respect to the terms of this LOI prior to
      execution of this LOI and further acknowledges that it fully understands
      this LOI.  Urban Barns and the Urban Barns Shareholders
      acknowledge that counsel for HL does not represent the interests of Urban
      Barns or its shareholders.

            
	 
    	 
    
	
              Representations
      and Warranties

              Of
      HL:

            	
              HL represents
      and warrants to Urban Barns that:

               

              1. HL is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Nevada and has the requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted.  HL is duly qualified to do business and is in good
      standing as a foreign corporation in each of the jurisdictions in which HL
      owns property, leases property, does business, or is otherwise required to
      do so, where the failure to be so qualified would have a material adverse
      effect on the business of HL taken as a whole.

               

              2. To the best
      knowledge of HL, there is no basis for and there is no action, suit,
      judgment, claim, demand or proceeding outstanding or pending, or
      threatened against or affecting HL or which involves any of the business,
      or the properties or assets of HL that, if adversely resolved or
      determined, would have a material adverse effect on the business,
      operations, assets, properties, prospects, or conditions of HL taken as a
      whole (a “HL Material Adverse Effect”).  There is no reasonable
      basis for any claim or action that, based upon the likelihood of its being
      asserted and its success if asserted, would have such a HL Material
      Adverse Effect.

               

              3. HL has all
      requisite corporate power and authority to execute and deliver this LOI
      and any other document contemplated by this LOI (collectively, the “HL
      Documents”) to be signed by HL and to perform its obligations hereunder
      and to consummate the transactions contemplated hereby.  The
      execution and delivery of each of the HL Documents by HL and the
      consummation by HL of the transactions contemplated hereby have been duly
      authorized by its board of directors and no other corporate or shareholder
      proceedings on the part of HL is necessary to authorize such documents or
      to consummate the transactions contemplated hereby.  This LOI
      has been, and the other HL Documents when executed and delivered by HL as
      contemplated by this LOI will be, duly executed and delivered by HL and
      this LOI is, and the other HL Documents when executed and delivered by HL,
      as contemplated hereby will be, valid and binding obligations of HL
      enforceable in accordance with their respective terms,
except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

              c) as limited by
      public policy.

               

              4. The HL common
      shares to be issued upon the Share Exchange Closing will, upon issuance,
      have been duly and validly authorized and, when so issued in accordance
      with the terms of this LOI, will be duly and validly issued, fully paid
      and non-assessable.

               

              5. No
      representation or warranty by HL in this LOI nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished
      to Urban Barns pursuant hereto contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material
      fact required to be stated herein or therein or necessary to make any
      statement herein or therein not materially misleading.

               

              6. HL currently
      has no more than 6,200,000 shares of common stock outstanding and no
      outstanding derivative securities and no issued or outstanding preferred
      shares.  HL shall have no more than 43,400,000 post split shares
      of common stock issued and outstanding immediately prior to the Share
      Exchange Closing.

               

              7. Compliance

               

              a) To the best
      knowledge of HL, HL is in compliance with, is not in default or violation
      in any material respect under, and has not been charged with or received
      any notice at any time of any material violation of any statute, law,
      ordinance, regulation, rule, decree or other applicable regulation to the
      business or operations of HL;

               

              b) To the best
      knowledge of HL, HL is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a HL Material Adverse
Effect;

               

              c) HL has duly
      filed all reports and returns required to be filed by it with governmental
      authorities and has obtained all governmental permits and other
      governmental consents, except as may be required after the execution of
      this LOI.  All of such permits and consents are in full force
      and effect, and no proceedings for the suspension or cancellation of any
      of them, and no investigation relating to any of them, is pending or to
      the best knowledge of HL, threatened, and none of them will be adversely
      affected by the consummation of the Share Exchange; and

               

              d) HL has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  HL has not received any notice of any violation
      thereof, nor is HL aware of any valid basis therefore.

            
	 
    	 
    


    

     

    
      
         

      

      
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              Representations
      and Warranties of Urban Barns:

            	
              Urban Barns
      represents and warrants to HL that:

               

              1. Urban Barns
      is a corporation duly organized, validly existing and in good standing
      under the laws of the Province of Alberta and has the requisite corporate
      power and authority to own, lease and to carry on its business as now
      being conducted.  Urban Barns is duly qualified to do business
      and is in good standing as a foreign corporation in each of the
      jurisdictions in which Urban Barns owns property, leases property, does
      business, or is otherwise required to do so, where the failure to be so
      qualified would have a material adverse effect on the business of Urban
      Barns taken as a whole.

               

              2. To the best
      knowledge of Urban Barns, there is no basis for and there is no action,
      suit, judgment, claim, demand or proceeding outstanding or pending, or
      threatened against or affecting Urban Barns or which involves any of the
      business, or the properties or assets of Urban Barns that, if adversely
      resolved or determined, would have a material adverse effect on the
      business, operations, assets, properties, prospects, or conditions of
      Urban Barns taken as a whole (an “Urban Barns Material Adverse
      Effect”).  There is no reasonable basis for any claim or action
      that, based upon the likelihood of its being asserted and its success if
      asserted, would have such an Urban Barns Material Adverse
      Effect.

               

              3. Urban Barns
      has all requisite corporate power and authority to execute and deliver
      this LOI and any other document contemplated by this LOI (collectively,
      the “Urban Barns Documents”) to be signed by Urban Barns and to perform
      its obligations hereunder and to consummate the transactions contemplated
      hereby.  The execution and delivery of each of the Urban Barns
      Documents by Urban Barns and the consummation by Urban Barns of the
      transactions contemplated hereby have been duly authorized by its board of
      directors and no other corporate or shareholder proceedings on the part of
      Urban Barns is necessary to authorize such documents or to consummate the
      transactions contemplated hereby.  This LOI has been, and the
      other Urban Barns Documents when executed and delivered by Urban Barns as
      contemplated by this LOI will be, duly executed and delivered by Urban
      Barns and this LOI is, and the other Urban Barns Documents when executed
      and delivered by Urban Barns, as contemplated hereby will be, valid and
      binding obligations of Urban Barns enforceable in accordance with their
      respective terms, except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

              c) as limited by
      public policy.

               

              4.   No
      representation or warranty by Urban Barns in this LOI nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished
      to HL pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.

               

              5. Neither the
      execution, delivery and performance of this LOI, nor the consummation of
      the Share Exchange, will conflict with, result in a violation of, cause a
      default under (with or without notice, lapse of time or both) or give rise
      to a right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Urban Barns
      or any of its subsidiaries under any term, condition or provision of any
      loan or credit agreement, note, debenture, bond, mortgage, indenture,
      lease or other agreement, instrument, permit, license, judgment, order,
      decree, statute, law, ordinance, rule or regulation applicable to Urban
      Barns or any of its subsidiaries, or any of their respective material
      property or assets.

               

              6.   Urban
      Barns acknowledges that any HL securities issued in this Share Exchange
      will have such hold periods as are required under applicable securities
      laws and as a result may not be sold, transferred or otherwise disposed,
      except pursuant to an effective registration statement under the
      Securities Act of 1933, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act of 1933 and in each case only in accordance with all
      applicable securities laws.

               

              7.    Compliance

               

              a) To the best
      knowledge of Urban Barns, Urban Barns is in compliance with, is not in
      default or violation in any material respect under, and has not been
      charged with or received any notice at any time of any material violation
      of any statute, law, ordinance, regulation, rule, decree or other
      applicable regulation to the business or operations of Urban
      Barns;

               

              b) To the best
      knowledge of Urban Barns, Urban Barns is not subject to any judgment,
      order or decree entered in any lawsuit or proceeding applicable to its
      business and operations that would constitute a Urban Barns Material
      Adverse Effect;

               

              c) Urban Barns
      has duly filed all reports and returns required to be filed by it with
      governmental authorities and has obtained all governmental permits and
      other governmental consents, except as may be required after the execution
      of this LOI.  All of such permits and consents are in full force
      and effect, and no proceedings for the suspension or cancellation of any
      of them, and no investigation relating to any of them, is pending or to
      the best knowledge of Urban Barns, threatened, and none of them will be
      adversely affected by the consummation of the Share Exchange;
      and

               

              d) Urban Barns
      has operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  Urban Barns has not received any notice of any
      violation thereof, nor is Urban Barns aware of any valid basis
      therefore.

               

            
	 
    	 
    
	
              Mutual
      Covenants:

            	
              1. The
      representations and warranties of both parties set forth in this LOI will
      be true, correct and complete in all respects as of the Share Exchange
      Closing, as though made on and as of the Share Exchange
      Closing.

               

              2. All
      information regarding the business of Urban Barns including, without
      limitation, financial information that Urban Barns provides to HL during
      HL’s due diligence investigation of Urban Barns will be kept in strict
      confidence by HL and will not be used (except in connection with due
      diligence), dealt with, exploited or commercialized by HL or disclosed to
      any third party (other than HL’s professional accounting and legal
      advisors) without the prior written consent of Urban Barns.  If
      the Share Exchange contemplated by this LOI does not proceed for any
      reason, then upon receipt of a written request from Urban Barns, HL will
      immediately return to Urban Barns (or as directed by Urban Barns) any
      information received regarding Urban Barns’ business.  Likewise,
      all information regarding the business of HL including, without
      limitation, financial information that HL provides to Urban Barns during
      its due diligence investigation of HL will be kept in strict confidence by
      Urban Barns and will not be used (except in connection with due
      diligence), dealt with, exploited or commercialized by Urban Barns or
      disclosed to any third party (other than Urban Barns’ professional
      accounting and legal advisors) without HL’s prior written
      consent.  If the Share Exchange contemplated by this LOI does
      not proceed for any reason, then upon receipt of a written request from
      HL, Urban Barns will immediately return to HL (or as directed by HL) any
      information received regarding HL’s business.

               

              3. Between the
      date of this LOI and the Share Exchange Closing, each of the parties to
      this LOI will promptly notify the other parties in writing if it becomes
      aware of any fact or condition that causes or constitutes a material
      breach of any of its representations and warranties as of the date of this
      LOI, if it becomes aware of the occurrence after the date of this LOI of
      any fact or condition that would cause or constitute a material breach of
      any such representation or warranty had such representation or warranty
      been made as of the time of occurrence or discovery of such fact or
      condition.  During the same period, each party will promptly
      notify the other parties of the occurrence of any material breach of any
      of its covenants in this LOI or of the occurrence of any event that may
      make the satisfaction of such conditions impossible or
      unlikely.

            
	 
    	 
    
	
              Jurisdiction

            	
              The parties
      agree to attorn to the non-exclusive jurisdiction of the Province of
      Alberta regarding this LOI.

            


    

    


    
      
         

      

      
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    Accepted on: July
22, 2009

    


    
      	      
              HL
      Ventures Inc.

               

              Per:
      /s/
      Deniz Hassan  

              Deniz
      Hassan

              CEO

            	
              Urban
      Barns Foods Inc.

               

              Per:
      /s/
      Jerry Fitzpatrick

              Jerry
      Fitzpatrick

              Authorized
      Representative

            


    

    


    


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