AGREEMENT


 


FOR
THE EXCHANGE OF SECURITIES


 


BY
AND AMONG


 


VALMIE
RESOURCES, INC.


(A
NEVADA CORPORATION)


 


and


 


VERTITEK,
INC.


(A
WYOMING CORPORATION)


 


AND


 


the
shareholder of


VERTITEK,
INC.


 




    	i



    	 



    

 


INDEX


 


	 	Page
	Cover
    page	i
	 	 	 
	ARTICLE
    I – Exchange of Securities	1
	 	 	 
	Exchange
    of Securities	1
	 	 	 
	1.1	Issuance of
    Securities	1
	1.2	Exemption from
    Registration	1
	 	 	 
	ARTICLE
    II – Representations and Warranties of VERTITEK, INC.	1
	 	 	 
	Representations
    and Warranties of VERTITEK, INC.	1
	2.1	Organization	2
	2.2	Capital	2
	2.3	Subsidiaries	2
	2.4	Directors and
    Executive Officers	2
	2.5	Financial Statements	2
	2.6	Absence of
    Changes	2
	2.7	Absence of
    Undisclosed Liabilities	2
	2.8	RESERVED	3
	2.9	Investigation
    of Financial Condition	3
	2.10	Intellectual
    Property Rights	3
	2.11	Compliance
    with Laws	3
	2.12	Litigation	3
	2.13	Authority	3
	2.14	Ability to
    Carry Out Obligations	3
	2.15	Full Disclosure	4
	2.16	Assets	4
	2.17	Indemnification	4
	2.18	Criminal or
    Civil Acts	4
	2.19	Restricted
    Securities	4
	 	 	 
	ARTICLE
    III – Representations and Warranties of VALMIE RESOURCES, INC.	4
	 	 	 
	Representations
    and Warranties of VALMIE RESOURCES, INC.	4
	3.1	Organization	4
	3.2	Capital	4
	3.3	Subsidiaries	5
	3.4	Directors and
    Officers	5
	3.5	Financial Statements	5
	3.6	Absence of
    Changes	5
	3.7	Absence of
    Undisclosed Liabilities	5
	3.8	RESERVED	6
	3.9	Investigation
    of Financial Condition	6
	3.10	Intellectual
    Property Rights	6


 




    	ii



    	 



    

 


 


	3.11	Compliance
    with Laws	6
	3.12	Litigation	6
	3.13	Authority	6
	3.14	Ability to
    Carry Out Obligations	6
	3.15	Full Disclosure	6
	3.16	Assets	7
	3.17	Indemnification	7
	3.18	Criminal or
    Civil Acts	7
	 	 	 
	ARTICLE
    IV – Covenants Prior to the Closing Date	7
	 	 	 
	Covenants
    Prior to the Closing Date	7
	4.1	Investigative
    Rights	7
	4.2	Conduct of
    Business	7
	4.3	Confidential
    Information	7
	4.4	Notice of Non-Compliance	8
	 	 	 
	ARTICLE
    V – Conditions Precedent to VALMIE RESOURCES, INC. Performance	8
	 	 	 
	Conditions
    Precedent to VALMIE RESOURCES, INC. Performance	8
	5.1	Conditions	8
	5.2	Accuracy of
    Representations	8
	5.3	Performance	8
	5.4	Absence of
    Litigation	8
	5.5	Corporate Action	8
	5.6	Acceptance
    of Financial Statements	8
	 	 	 
	ARTICLE
    VI – Conditions Precedent to VERTITEK, INC. Performance	8
	 	 	 
	Conditions
    Precedent to VERTITEK, INC. Performance	8
	6.1	Conditions	8
	6.2	Accuracy of
    Representations	9
	6.3	Performance	9
	6.4	Absence of
    Litigation	9
	6.5	Acceptance
    of Financial Statements	9
	 	 	 
	ARTICLE
    VII – Closing	9
	 	 	 
	Closing	9
	7.1	Closing	9
	 	 	 
	ARTICLE
    VIII – Reserved	9
	 	 	 
	ARTICLE
    IX – Miscellaneous	10
	 	 	 
	Miscellaneous	10
	9.1	Captions and
    Headings	10
	9.2	No Oral Change	10


 




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	9.3	Non-Waiver	10
	9.4	Time of Essence	10
	9.5	Entire Agreement	10
	9.6	Choice of Law	10
	9.7	Counterparts	10
	9.8	Notices	10
	9.9	Binding Effect	11
	9.10	Mutual Cooperation	11
	9.11	Finders / Brokers	11
	9.12	Announcements	11
	9.13	Expenses	11
	9.14	Survival of
    Representations and Warranties	11
	9.15	Exhibits	11
	9.16	Termination,
    Amendment and Waiver	11


 


EXHIBITS


 


	Subscription Agreement	Exhibit
    1.1
	Financial Statements
    of VERTITEK, INC.	Exhibit
    2.5
	Financial Statements
    of VALMIE RESOURCES, INC.	Exhibit
    3.5


 




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AGREEMENT


 


THIS
AGREEMENT (“Agreement”) is made as of January 27, 2015, by and among VALMIE
RESOURCES, INC., a Nevada corporation (“VMRI” or the “Company”),
VERTITEK, INC., a Wyoming corporation (“VERTITEK”),
and MASAMOS SERVICES LTD., the registered holder of 100% of the issued and outstanding equity shares of VERTITEK
(the “SHAREHOLDER”).


 


WHEREAS,
VMRI desires to acquire all of the issued and outstanding common stock of VERTITEK from the SHAREHOLDER in
exchange for newly issued unregistered shares of common stock of VMRI; and


 


WHEREAS,
VERTITEK desires to assist VMRI in acquiring all of the issued and outstanding shares of VERTITEK pursuant
to the terms of this Agreement; and


 


WHEREAS,
the SHAREHOLDER desires to exchange 100% of the issued and outstanding equity shares of VERTITEK held by SHAREHOLDER
(the “Vertitek Shares”) for 1,000,000 shares of the Company’s common stock (the “Purchase
Shares”). Such Purchase Shares to be issued to the SHAREHOLDER in exchange for the Vertitek Shares
(as hereinafter defined).


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties hereto agree as
follows:


 


ARTICLE
I





Exchange
of Securities


 


1.1
Issuance of Securities. Subject to the terms and conditions of this Agreement, VMRI agrees to issue and exchange
the Purchase Shares for the Vertitek Shares. Upon the Closing Date of this Agreement (the “Closing
Date”), the Board of Directors of VMRI (the “Board”) shall direct that the Purchase Shares
of VMRI be issued as set forth in Article 1.1 hereof.


 


1.2
Exemption from Registration. The parties hereto intend that all VMRI common shares to be issued to the SHAREHOLDER
shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant
to Section 4(2) and/or Section 506 of Regulation D of the Act and rules and regulations promulgated there under. In furtherance
thereof, the SHAREHOLDER will execute and deliver to VMRI on the Closing Date a subscription agreement formalizing
this exchange.


 


ARTICLE
II





Representations
and Warranties of VERTITEK and the SHAREHOLDER


 


VERTITEK
and the SHAREHOLDER hereby represent and warrant to VMRI that:


 




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2.1
Organization. VERTITEK is a corporation duly organized, validly existing and in good standing under the laws of
Wyoming, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it,
and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.


 


2.2
Capital. There are an aggregate of 1,000,000 shares of VERTITEK shares issued and outstanding. There are no outstanding
subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating
VERTITEK to issue any additional VERTITEK shares of any class.


 


2.3
Subsidiaries. VERTITEK does not have any subsidiaries or own any interest in any other enterprise.


 


2.4
Directors and Executive Officers. The names and titles of the directors and executive officers of VERTITEK are as
follows:


 


	Name	 	Position
	 	 	 
	Sean
    Foster	 	Sole
    Officer / Director


 


2.5
Financial Statements. On or before the Closing Date, VERTITEK shall provide VMRI with financial statements
of VERTITEK for the period from Incorporation (February 19, 2014) to January 31, 2015 (the “VERTITEK Financial
Statements”). The financial statements are attached hereto as Exhibit 2.5. VERTITEK’s Financial
Statements shall be prepared in accordance with generally accepted accounting principles and practices consistently followed by
VERTITEK throughout the period indicated, and fairly present the financial position of VERTITEK as of the date of
the balance sheet included in the VERTITEK Financial Statements and the results of operations for the period indicated.


 


2.6
Absence of Changes. Since the Due Diligence review of VERTITIEK was completed, there has not been any material change
in the financial condition or operations of VERTITEK. As used throughout this Agreement, “material” means:
Any change or effect (or development that, insofar as can be reasonably foreseen, is likely to result in any change or effect)
that causes substantial increase or diminution in the business, properties, assets, condition (financial or otherwise) or results
of operations of a party. Taken as a whole, material change shall not include changes in national or international economic conditions
or industry conditions generally; changes or possible changes in statutes and regulations applicable to a party; or the loss of
employees, customers or suppliers by a party as a direct or indirect consequence of any announcement relating to this transaction.


 


2.7
Absence of Undisclosed Liabilities. As of the date of execution hereof, VERTITEK did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that
is not reflected in the VERTITEK Financial Statements.


 




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2.8
RESERVED


 


2.9
Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained
herein, VMRI, its legal counsel and accountants shall have the opportunity to meet with VERTITEK’s accountants
and attorneys to discuss the financial condition of VERTITEK during reasonable business hours and in a manner that does
not interfere with the normal operation of VERTITEK’s business. VERTITEK shall make available to VMRI
all books and records of VERTITEK.


 


2.10
Intellectual Property Rights. VERTITEK owns or has the right to use all trademarks, service marks, trade names,
copyrights and patents material to its business.


 


2.11
Compliance with Laws. To the best knowledge of VERTITEK and the SHAREHOLDER, VERTITEK has complied
with, and is not in violation of, applicable federal, state or local statutes, laws and regulations, including federal and state
securities laws, except where such non-compliance would not have a material adverse impact upon its business or properties.


 


2.12
Litigation. VERTITEK is not a defendant in any suit, action, arbitration or legal, administrative or other proceeding,
or governmental investigation which is pending or, to the best knowledge of VERTITEK, threatened against or affecting VERTITEK
or its business, assets or financial condition. VERTITEK is not in default with respect to any order, writ, injunction
or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. VERTITEK
is not engaged in any material litigation to recover monies due to it.


 


2.13
Authority. The Board of Directors of VERTITEK has authorized the execution of this Agreement and the consummation
of the transactions contemplated herein, and VERTITEK has full power and authority to execute, deliver and perform this
Agreement, and this Agreement is a legal, valid and binding obligation of VERTITEK and is enforceable in accordance with
its terms and conditions. SHAREHOLDER has agreed to and has approved the terms of this Agreement and the exchange of securities
contemplated hereby.


 


2.14
Ability to Carry Out Obligations. The execution and delivery of this Agreement by VERTITEK and the SHAREHOLDER
and the performance by VERTITEK and the SHAREHOLDER of their obligations hereunder in the time and manner contemplated
will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute
a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument
to which VERTITEK is a party, or by which it may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate
the maturity of any indebtedness or other obligation of VERTITEK, or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of VERTITEK.


 




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2.15
Full Disclosure. None of the representations and warranties made by VERTITEK or the SHAREHOLDER herein or
in any exhibit, certificate or memorandum furnished or to be furnished by VERTITEK, or on its behalf, contains or will
contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.


 


2.16
Assets. VERTITEK’s assets are fully included in Exhibit 2.5 and are not subject to any claims or encumbrances
except as indicated in Exhibit 2.5.


 


2.17
Indemnification. VERTITEK and the SHAREHOLDER agree to indemnify, defend and hold VMRI harmless against and
in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorney fees asserted by third parties against VMRI which arise out of, or
result from (i) any breach by VERTITEK or the SHAREHOLDER in performing any of its covenants or agreements under
this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by VERTITEK or
the SHAREHOLDER under this Agreement, (ii) a failure of any representation or warranty in this Article II or (iii) any
untrue statement made by VERTITEK or the SHAREHOLDER in this Agreement.


 


2.18
Criminal or Civil Acts. For the period of five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of VERTITEK has been convicted of a felony crime, been the subject of a Securities and
Exchange Commission (the “Commission”) or National Association of Securities Dealers (the “NASD”) judgment
or decree, or is currently the subject to any investigation in connection with a Commission or NASD proceeding.


 


2.19
Restricted Securities. VERTITEK and the SHAREHOLDER acknowledge that all of the VMRI shares issued
by VMRI pursuant to Article 1.1 hereof are restricted securities and none of such securities may be sold or publicly traded
except in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”).


 


ARTICLE
III





Representations
and Warranties of VMRI


 


VMRI
represents and warrants to VERTITEK that:


 


3.1
Organization. VMRI is a corporation duly organized, validly existing and in good standing under the laws of Nevada,
has all necessary corporate powers to carry on its business, and is duly qualified to do business and is in good standing in each
of the states where its business requires qualification.


 


3.2
Capital. The authorized shares of VMRI consists of (i) 750,000,000 shares of common stock, $0.001 par value, of
which 59,040,000 shares are issued and outstanding as of the Closing Date; and (ii) 10,000,000 shares of preferred stock,
$0.001 par value, of which 2,000,000 shares are issued and outstanding as of the Closing Date.


 




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Following
the issuance of the Purchase Shares as set forth in Article 1.1 hereof, there shall be a total of (i) 60,040,000 shares
of common stock of the Company issued and outstanding; and (ii) 2,000,000 shares of the preferred stock issued and outstanding.


 


All
of the outstanding common shares prior to the entering into this Agreement are, and all of the Purchase Shares to be issued
as set forth in Article 1.1 hereof, shall be duly and validly issued, fully paid and non-assessable. Other than as set forth herein,
there are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements
or commitments obligating VMRI to issue any additional shares of any class.


 


3.3
Subsidiaries. VMRI does not have any subsidiaries or own any interest in any other enterprise.


 


3.4
Directors and Officers. The name and title of the director(s) and executive officer(s) of VMRI are as follows:


 


	Name	 	Position
	 	 	 
	Gerald
    Hammack	 	Chairman
    & Chief Executive Officer


 


3.5
Financial Statements. On or before the Closing Date, VMRI shall file with the Securities and Exchange Commission
its annual report on Form 10-K which shall include the audited financial statements of VMRI for the two fiscal years ended
November 30, 2014 and November 30, 2013 (the “VMRI Financial Statements”). The VMRI Financial
Statements will be prepared in accordance with generally accepted accounting principles and practices consistently followed
by VMRI throughout the periods indicated, and fairly present the financial position of VMRI as of the date of the
balance sheets included in the VMRI Financial Statements and the results of operations for the periods indicated.


 


3.6
Absence of Changes. Since November 30, 2014, there has not been any undisclosed material change in the financial condition
or operations of VMRI. As used throughout this Agreement, “material” means: Any change or effect (or development
that, insofar as can be reasonably foreseen, is likely to result in any change or effect) that causes substantial increase or
diminution in the business, properties, assets, condition (financial or otherwise) or results of operations of a party. Taken
as a whole, material change shall not include changes in national or international economic conditions or industry conditions
generally; changes or possible changes in statutes and regulations applicable to a party; or the loss of employees, customers
or suppliers by a party as a direct or indirect consequence of any announcement relating to this transaction.


 


3.7
Absence of Undisclosed Liabilities. As of the date of execution hereof, VMRI did not have any material debt, liability
or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not
reflected in the VMRI Financial Statements.


 




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3.8
RESERVED


 


3.9
Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained
herein, VERTITEK, its legal counsel and accountants shall have the opportunity to meet with VMRI’s accountants
and attorneys to discuss the financial condition of VMRI during reasonable business hours and in a manner that does not
interfere with the normal operation of VMRI’s business. VMRI shall make available to VERTITEK all books
and records of VMRI.


 


3.10
Intellectual Property Rights. VMRI has no trademarks, service marks, trade names, copyrights or patents material
to its business.


 


3.11
Compliance with Laws. To the best of VMRI’s knowledge, VMRI has complied with, and is not in violation
of, applicable federal, state or local statutes, laws and regulations, including federal and state securities laws, except where
such non-compliance would not have a material adverse impact upon its business or properties.


 


3.12
Litigation. VMRI is not a defendant in any suit, action, arbitration or legal, administrative or other proceeding,
or governmental investigation which is pending or, to the best knowledge of VMRI, threatened against or affecting VMRI
or its business, assets or financial condition. VMRI is not in default with respect to any order, writ, injunction
or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. VMRI is
not engaged in any material litigation to recover monies due to it.


 


3.13
Authority. The Board of VMRI has authorized the execution of this Agreement and the consummation of the transactions
contemplated herein, and VMRI has full power and authority to execute, deliver and perform this Agreement, and this Agreement
is a legal, valid and binding obligation of VMRI and is enforceable in accordance with its terms and conditions.


 


3.14
Ability to Carry Out Obligations. The execution and delivery of this Agreement by VMRI and the performance by VMRI
of its obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in
(a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument,
article of incorporation, bylaw, or other agreement or instrument to which VMRI is a party, or by which it may be bound,
nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party
to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of VMRI,
or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of VMRI.


 


3.15
Full Disclosure. None of the representations and warranties made by VMRI herein or in any exhibit, certificate or
memorandum furnished or to be furnished by VMRI, or on its behalf, contains or will contain any untrue statement of material
fact or omit any material fact the omission of which would be misleading.


 




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3.16
Assets. VMRI assets are fully included in the VMRI Financial Statements and are not subject to any claims
or encumbrances except as indicated in the VMRI Financial Statements.


 


3.17
Indemnification. VMRI agrees to indemnify, defend and hold VERTITEK and the SHAREHOLDER harmless against
and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorney fees asserted by third parties against VERTITEK or the SHAREHOLDER
which arise out of, or result from (i) any breach by VMRI in performing any of its covenants or agreements under this
Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by VMRI under this
Agreement, (ii) a failure of any representation or warranty in this Article III or (iii) any untrue statement made by VMRI
in this Agreement.


 


3.18
Criminal or Civil Acts. For the period of five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of VMRI has been convicted of a felony crime, been the subject of a Commission or NASD
judgment or decree, or is currently the subject to any investigation in connection with a Commission or NASD proceeding.


 


ARTICLE
IV


Covenants
Prior to the Closing Date


 


4.1
Investigative Rights. Prior to the Closing Date, each party shall provide to the other party, and such other party’s
counsel, accountants, auditors and other authorized representatives, full access during normal business hours and upon reasonable
advance written notice to all of each party’s properties, books, contracts, commitments and records for the purpose of examining
the same. Each party shall furnish the other party with all information concerning each party’s affairs as the other party
may reasonably request. If, during the investigative period one party learns that a representation of the other party was not
accurate, no such claim may be asserted by the party so learning that a representation of the other party was not accurate.


 


4.2
Conduct of Business. Prior to the Closing Date, each party shall conduct its business in the normal course and shall
not sell, pledge or assign any assets without the prior written approval of the other party, except in the normal course of business.
Neither party shall amend its Articles of Incorporation or Bylaws (except as may be described in this Agreement), declare dividends,
redeem or sell stock or other securities. Neither party shall enter into negotiations with any third party or complete any transaction
with a third party involving the sale of any of its assets or the exchange of any of its common stock.


 


4.3
Confidential Information. Each party will treat all non-public, confidential and trade secret information received
from the other party as confidential, and such party shall not disclose or use such information in a manner contrary to the purposes
of this Agreement. Moreover, all such information shall be returned to the other party in the event this Agreement is terminated.


 




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4.4
Notice of Non-Compliance. Each party shall give prompt notice to the other party of any representation or warranty
made by it in this Agreement becoming untrue or inaccurate in any respect or the failure by it to comply with or satisfy in any
material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.


 


ARTICLE
V 


Conditions
Precedent to VMRI’s Performance


 


5.1
Conditions. VERTITEK’s obligations hereunder shall be subject to the satisfaction at or before the Closing Date
of all the conditions set forth in this Article V. VMRI may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by VMRI of any other
condition of or any of VMRI’s other rights or remedies, at law or in equity, if VERTITEK shall be in default
of any of its representations, warranties or covenants under this Agreement.


 


5.2
Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by VERTITEK
in this Agreement or in any written statement that shall be delivered to VMRI by VERTITEK under this Agreement
shall be true and accurate on and as of the Closing Date as though made at that time.


 


5.3
Performance. VERTITEK shall have performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before the Closing Date.


 


5.4
Absence of Litigation. No action, suit or proceeding, including injunctive actions, before any court or any governmental
body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted
or threatened against VERTITEK on or before the Closing Date.


 


5.5
Corporate Action. VERTITEK shall have obtained the approval of the SHAREHOLDER for the transaction contemplated
by this Agreement.


 


ARTICLE
VI


Conditions
Precedent to VERTITEK’s Performance


 


6.1
Conditions. VMRI’s obligations hereunder shall be subject to the satisfaction at or before the Closing
Date of all the conditions set forth in this Article VI. VERTITEK may waive any or all of these conditions in whole
or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by VERTITEK
of any other condition of or any of VERTITEK’s rights or remedies, at law or in equity, if VMRI shall
be in default of any of its representations, warranties or covenants under this Agreement.


 


6.2
Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by VMRI
in this Agreement or in any written statement that shall be delivered to VERTITEK by VMRI under this Agreement
shall be true and accurate on and as of the Closing Date as though made at that time.


 




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6.3
Performance. VMRI shall have performed, satisfied and complied with all covenants, agreements and conditions required
by this Agreement to be performed or complied with by it on or before the Closing Date.


 


6.4
Absence of Litigation. No action, suit or proceeding before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against VMRI
on or before the Closing Date.


 


6.5
Acceptance of Financial Statements. VMRI shall have reviewed and in its sole discretion accepted, prior to the Closing
Date, the VERTITEK’s Financial Statements as set forth in Exhibit 2.5.


 


ARTICLE
VII


Closing


 


7.1
Closing. The closing of this Agreement shall be held at the offices of VMRI or at any mutually agreeable place on
or prior to March 31, 2015, unless extended by mutual agreement. At the closing:


 


(a)
SHAREHOLDER shall deliver to VMRI (i) the Vertitek Shares representing 100% of the outstanding shares of
VERTITEK, (ii) an assignment of all of the VERTITEK’s shares to VMRI, and (iii) signed minutes of its
directors approving this Agreement.


 


(b)
VMRI shall deliver to SHAREHOLDER (i) certificates representing the Purchase Shares, and (ii) signed minutes
of its directors approving this Agreement.


 


ARTICLE
VIII


 


RESERVED


 


ARTICLE
IX


Miscellaneous


 


9.1
Captions and Headings. The article and Section headings throughout this Agreement are for convenience and reference only
and shall not define, limit or add to the meaning of any provision of this Agreement.


 




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9.2
No Oral Change. This Agreement and any provision hereof may not be waived, changed, modified or discharged orally, but
only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge
is sought.


 


9.3
Non-Waiver. The failure of any party to insist in any one or more cases upon the performance of any of the provisions,
covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants or conditions. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other subsequent breach.


 


9.4
Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.


 


9.5
Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes
all prior agreements and understandings.


 


9.6
Choice of Law. This Agreement and its application shall be governed by the laws of the state of Nevada.


 


9.7
Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


9.8
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the
third day after mailing if mailed to the party to whom notice is to be given, via facsimile or by first class mail, registered
or certified, postage prepaid, and properly addressed as follows:


 


	VERTITEK:	 	VERTITEK,
    INC.
	 	 	1712 Pioneer Ave
	 	 	Cheyenne, WY 82001
	 	 	 
	VMRI:	 	VALMIE
    RESOURCES, INC.
	 	 	999
    18th Street
	 	 	Suite 3000
	 	 	Denver, CO 80202


 


9.9
Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors
and assigns of each of the parties to this Agreement.


 


9.10
Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall
execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the
transaction described herein.


 




    	10



    	 



    

 


9.11
Finders/ Brokers. There are no finders or brokers in connection with this transaction.


 


9.12
Announcements. The parties will consult and cooperate with each other as to the timing and content of any public announcements
regarding this Agreement.


 


9.13
Expenses. Each party will bear their own expenses, including legal fees incurred in connection with this Agreement. The
SHAREHOLDER will not be responsible for any costs incurred in connection with the transaction contemplated by this Agreement.


 


9.14
Survival of Representations and Warranties. The representations, warranties, covenants and agreements of the parties set
forth in this Agreement or in any instrument, certificate, opinion or other writing providing for in it, shall survive the Closing
Date.


 


9.15
Exhibits. As of the execution hereof, the parties have provided each other with the exhibits described herein. Any material
changes to the exhibits shall be immediately disclosed to the other party.


 


9.16
Termination, Amendment and Waiver.


 


(a)
Termination. This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval
of matters presented in connection with the share exchange by the shareholders of VMRI or by the SHAREHOLDER:


 


	 	(1)	By
    mutual written consent of VERTITEK and VMRI;
	 	 	 
	 	(2)	By
    either VERTITEK or VMRI;


 


	 	(i)	If
    any court of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have
    issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the
    transactions contemplated by this Agreement; or
	 	 	 
	 	(ii)	If
    the transaction shall not have been consummated on or before February 15, 2015 unless the failure to consummate the transaction
    is the result of a material breach of this Agreement by the party seeking to terminate this Agreement.


 


(3)
By VERTITEK, if VMRI breaches any of its representations or warranties hereof or fails to perform in any material
respect any of its covenants, agreements or obligations under this Agreement; and


 


(4)
By VMRI, if VERTITEK breaches any of its representations or warranties hereof or fails to perform in any material
respect any of its covenants, agreements or obligations under this Agreement.


 




    	11



    	 



    

 


(b)
Effect of Termination. In the event of termination of this Agreement by either VMRI or VERTITEK, as provided
herein, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of VERTITEK
or VMRI, and such termination shall not relieve any party hereto for any intentional breach prior to such termination
by a party hereto of any of its representations or warranties or any of its covenants or agreements set forth in this Agreement.


 


(c)
Extension; Waiver. At any time prior to the Closing Date, the parties may, to the extent legally allowed, (a) extend
the time for the performance of any of the obligation of the other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered pursuant hereto or waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.


 


(d)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement, an amendment of this Agreement
or an extension or waiver shall, in order to be effective, require in the case of VERTITEK or VMRI, action by its
respective Board of Directors or the duly authorized designee of such Board of Directors.


 


(signature
page follows)


 




    	12



    	 



    

 


In
witness whereof, the parties hereto have executed this Agreement concerning the exchange of securities on the dates noted below.


 


VERTITEK,
INC.


 


	By:	/s/
    Sean Foster	 
	 	Sean
    Foster, Sole Officer and Director	 


 


Date:
March 30, 2015


 


VALMIE
RESOURCES, INC.


 


	By:	/s/
    Gerald Hammack	 
	 	Gerald
    Hammack, Chairman and CEO	 


 


Date: March
30, 2015


 


MASAMOS
SERVICES LIMITED


 


	By:	/s/
    Dimitriy Protskiv	 
	 	Dimitriy Protskiv,
    Director	 


 


Date: March
27, 2015


 






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EXHIBIT
1.1


 


SUBSCRIPTION
FOR SHARES


 


	TO:	Valmie
                                         Resources Inc. (the “Company”)



 


	AND TO:	The
                                         Sole Director Thereof



 


The
undersigned hereby subscribes for 1,000,000 shares of the Company’s common stock in exchange for 1,000,000 shares of Vertitek,
Inc. owned by the undersigned, pursuant to the Share Exchange Agreement by and between the Company, Vertitek, Inc. and the undersigned
to which this subscription for shares is attached.


Dated as
of March 31, 2015.





	MASAMOS
    SERVICES LIMITED	 
	 	 
	Per:	 
	 	 
	/s/
    Dimitriy Protskiv	 
	Dimitriy Protskiv