EXHIBIT 2.(i) STOCK EXCHANGE AGREEMENT
STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement ("Agreement") is made and entered into
this 12TH day of December, 1997 by and among Juina Mining Corporation, a
Nevadacorporation having its principal place of business at 00000 Xxxxx Xxxx
Xxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000, (hereinafter "JMCorp") and
each of the stock holders listed on page 7 hereof (hereinafter jointly and
severally, "Sellers") of Juina Mining Company, Inc., a Nevada corporation
having its principal place of business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxx, Xxxxxx 00000, (hereinafter "JMC").
RECITALS
A. Sellers own or have rights to all of the capital stock, and
interests therein, of the JMC Shares, and
B. JMCorp wishes to buy, and Sellers wish to sell, subject to the
provisions of this Agreement, all right, title and interest in such capital
stock.
AGREEMENT
Now, Therefore, in consideration of the mutual covenants, promises
and
agreements contained herein, the parties agree as follows:
1. Purchase and Sale
1.01 Purchase and Sale of JMC Shares. JMCorp agrees to acquire from
Sellers and Sellers agree to transfer, assign, convey and deliver to JMCorp
at
the closing, all right, title and interest in and to an aggregate of Six
Million (6,000,000) shares of common stock of JMC (hereinafter the "JMC
Shares") in exchange for an aggregate of Six Million (6,000,000) shares of
common stock of JMCorp (hereinafter the "JMCorp Shares"). Each Seller shall
receive a number of JMCorp Shares equal to the number of JMC Shares delivered
by such Seller being 100% of the issued and outstanding shares of JMC.
2. Closing
Unless extended by the mutual agreement of JMCorp and JMC, the
Closing
of the transaction contemplated hereby shall be held on Friday December 12,
1997, at 10:00 a.m. at the law offices of Xxxx X. Xxxxxxxxxx, 0000 Xxxxx
Xxx.,
Xxxxx 000, Xxxxx Xxxxxx, XX. 00000, or at such other place or on such other
date as shall be mutually agreed to in writing by the parties. The date on
which the Closing occurs is herein referred to variously as the "Closing Date"
and the "Closing". At the Closing:
2.01 Sellers. Sellers shall deliver or cause to be delivered to
JMCorp:
(a) certificates representing the JMC Shares duly endorsed for
transfer and conveyance to JMCorp,
(b) a corporate resolution of the Board of Directors and
stockholders of JMC approving the transactions contemplated by this Agreement.
(c) a list of all accounts in which the funds or other assets of JMC
are deposited, and
(d) the corporate records, including the charter documents, minutes
of meetings and actions of the board of directors and minute of meetings and
actions of the stock holders, the corporate seal and all books of accounts of
JMC, and all records, papers, documents, and evidence of conveyance,
leasehold or interest in and to that property known as the Juina-Aripuana
Diamond Property 1000, DNPM #866.787/86 in the State of Mato Xxxxxx, Brazil
comprised of, a 100% working interest, retaining a 70% net revenue interest
(the "Mining Property").
2.02 JMCorp. JMCorp shall deliver or cause to be delivered to the
respective Sellers:
(a) Stock certificate(s) in the name of each Seller representing in
the aggregate the total number of JMCorp Shares described in Section 1.01
(each Seller will receive a certificate for JMCorp Shares representing the same
number of JMC Shares conveyed to JMCorp by such Seller),
(b) a corporate resolution of the Board of Directors and the
Stockholders of JMCorp approving the transactions contemplated by this
Agreement,
(c) the resignation of each Officer and Director of JMCorp,
(d) a list of all accounts in which funds or other assets of JMCorp
are deposited, and
(e) the corporate records including the charter documents, minutes
of meetings and actions of the Board of Directors and minutes of meetings and
actions of the stockholders, the corporate seal and all books and accounts of
JMCorp.
3. Representations and Warranties of JMC and Sellers
Except as set forth in the JMC Disclosure Schedule delivered to
JMCorp on the date hereof, and signed by the President and Secretary of JMC
(the
"JMC Disclosure Schedule"), the sections of which are numbered to correspond
to the subsection numbers of this Agreement, JMC and each of the Sellers
hereby represents and warrants to JMCorp as follows:
3.01 Organizations, Qualification.
(a) JMC is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada. JMC has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.
(b) JMC has delivered to JMCorp complete and accurate copies of
its Articles of Incorporation and Bylaws, each as amended, minutes of all its
directors' and shareholders meetings, and a shareholder list correctly
setting forth the record ownership as of the date of this Agreement of all
outstanding shares.
3.02 Capitalization. As of the Closing Date, JMC shall have
authorized
capital stock of Twenty-Five Million (25,000,000) shares of common stock, of
which Six Million (6,000,000) shares will be issued and outstanding as of such
date. All such outstanding shares of JMC capital stock have been duly
authorized, validly issued, fully paid and non-assessable and are not subject
to preemptive rights created by statute, the Articles of Incorporation or
Bylaws of JMC or any agreement to which JMC is a party or by which it is
bound.
3.03 Subsidiary. JMC does not have and has never had any
subsidiaries
and does not directly or indirectly own any equity interest in, or any
interest
convertible into or exchangeable for any equity or similar interest in, any
corporation, partnership, joint venture or other business association or
entity.
3.04 Authority Relative to this Agreement. JMC has full corporate
power
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by the Board of Directors.
3.05 Financial Statements of JMC. JMC being a recently organized
entity, has no audited financial statements.
3.06 Undisclosed Liabilities. JMC does not have any material
liabilities, whether absolute, accrued, contingent, or otherwise, and whether
due or to become due.
3.07 Properties and Inventories. JMC has good and marketable title
to,
valid lease hold interests in or other valid right to use all of the material
assets used in its operations or necessary for the conduct of its business,
subject to no security interests, licenses, encumbrances, restrictions or
adverse claims, except as disclosed in schedule 3.07 attached hereto.
3.08 Compliance with Laws. JMC has substantially complied with all
laws,
regulations, or orders of any governmental agency or entity applicable in any
material respect to the conduct of its business.
3.09 Investment Representations. Sellers understand and acknowledge
that
JMCorp Shares will not be registered under the Securities Act nor qualified
under the securities laws of any state or province, by virtue of exceptions
thereto. Each of the Sellers (either alone or in conjunction with his or her
professional advisors) has such experience and knowledge in investment,
financial and business matters in investments similar to the stock of the
JMCorp
that they are capable of protecting their own interest in connection
therewith
and qualifying for such exemptions. Further, each Seller is acquiring the
JMCorp
Shares for investment purposes only for Sellers own account, and not on
behalf
of any other person nor with a view to, or for resale in connection with any
distribution thereof. Sellers understand that the certificates representing
the JMCorp Shares will be stamped with a legend substantially in the
following
form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND
MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL OR
OTHER
EVIDENCE SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
3.10 Value of JMCorp Shares. Each Seller has received and reviewed
to
such Seller's satisfaction such documents and corporate and financial records
of JMCorp, and has had answered all questions with regard thereto that such
Seller deemed necessary or appropriate to evaluate the business, operations
and
assets of JMCorp and the value of its common stock. Sellers are relying
solely
on their own evaluation and analysis in determining the value of the JMCorp
Shares and not on any representations of value or worth made by JMCorp.
3.11 Tax Consequences. Although the exchange of shares of JMC and
JMCorp contemplated by this Agreement is intended to be a "tax free
reorganization" pursuant to section 368(a)(1)(c) of the Internal Revenue Code
of 1986, as amended, and in reliance in part on Revenue Ruling 67-274, Seller
understands that no assurance is given by JMCorp that such transactions shall
be deemed by the Internal Revenue Code to be a transaction upon which no gain
or
loss to such Seller as a result of the transactions contemplated by this
Agreement.
4. Representations and Warranties of JMCorp
JMCorp hereby represents and warrants to the Sellers as follows:
4.01 Capitalization. The authorized capital stock of JMCorp consists
of
Ten Million (10,000,000) shares of preferred stock, par value $0.021 and
Fifty
Million (50,000,000) shares of common stock, par value $0.021 of which Two
Million, Three Hundred Thirty-Two Thousand, Five Hundred Seventy-Two
(2,332,572)
shares of common stock and no shares of preferred stock are issued and
outstanding, all of which outstanding shares are duly authorized, validly
issued, fully paid and non-assessable. There is no commitment, plan or
arrangement to issue and no outstanding options, warrants or other rights
calling for the issuance of any share of capital stock of JMCorp or any
security
or other instrument convertible into, exercisable for or exchangeable for
capital stock of JMCorp, other than as provided in this Agreement. There is
outstanding no security or other instrument convertible into or exchangeable
for capital stock of JMCorp.
4.02 Issuance and Delivery of JMCorp Shares. The issuance and
delivery
of the JMCorp Shares has been duly authorized, and such shares, when issued
and
delivered in accordance with the terms of this Agreement, shall be duly
authorized, validly issued, fully paid and non-assessable.
4.03 Organization. JMCorp is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has
the
corporate power and authority to its own properties and to carry on its
business
as now being conducted.
4.04 Authority, Binding Agreement. This Agreement has been approved
by
the Board of Directors of JMCorp. No consents, authorizations or approvals,
whether of a governmental agency or instrumentality or otherwise, are
necessary
in order to enable JMCorp to enter into and perform this Agreement. This
Agreement constitutes legal, valid and binding obligations of JMCorp, and is
enforceable against JMCorp in accordance with its terms.
4.05 Financial Conditions. The business, assets, liabilities and
financial condition of JMCorp are, in all material respects, as set forth in
the
financial statements and other representations attached hereto as Schedule
4.05,
which financial statements (1) have been prepared in conformity with
generally
accepted accounting principles, consistently applied, and (2) do not fail to
state any material fact necessary to make the information therein not
misleading.
4.06 Litigation. There is no suit, action or other legal or
administrative proceed pending or threatened against JMCorp, and to its
knowledge, no circumstances exists or have occurred which may lead to any
suit,
action, proceeding or investigation which could materially and adversely
affect
its business, assets or financial condition. JMCorp has received no notice
from
any federal, state or local governmental agency asserting any violation by
JMCorp of any law, ordinance or regulation.
4.07 Subsidiaries. JMCorp does not have and has never had any
subsidiaries and does not directly or indirectly own any equity interest in
or
any interest convertible into or exchangeable for any equity or similar
interest
in any corporation, partnership, joint venture or other business association
or
entity.
4.08 Consents and Approvals; No Violation. Except as may be required
by
the Securities Act of 1933, as amended (the "Securities Act"), state
securities
laws and applicable corporate law, there is no requirement applicable to
JMCorp
to make any filing with or to obtain any permanent authorization, consent or
approval of any governmental or regulatory authority as a condition to the
lawful consummation by JMCorp of the transactions contemplated by this
Agreement.
4.09 Undisclosed Liabilities. JMCorp does not have any material
liabilities, whether absolute, accrued, contingent or otherwise, and whether
due
or to become due, except for those liabilities which (1) are accrued and
fully
reserved against in the financial statements of JMCorp described in Section
4.05
of this Agreement or (2) are of a normally recurring nature and were incurred
after September 30, 1997, in the ordinary course of business consistent with
past practice. Subsequently to September 30, 1997, JMCorp does not have any
liabilities of a type required to be disclosed or reflected in financial
statements and which either (1) are not in the ordinary course of a business
transaction which has been disclosed in writing to Sellers or (2) exceed
$5,000.00 with respect to any single transaction or single series of related
transactions.
4.10 Absence of Changes. Since September 30, 1997, there has not been
any material adverse changes in the business, assets, liabilities, financial
condition, results of operation or prospects of JMCorp taken as a whole.
4.11 Purchase, Sale and other Agreements. JMCorp is not a party to
any
contract or agreement, oral or written, which may materially effect its
financial statements.
4.12 Compliance with the Laws. JMCorp has substantially complied
with
all laws, regulations, judgments, decrees or orders of any court or
governmental
agency or entity applicable in any material respects to the conduct of its
business.
4.13 Taxes. All United States, foreign, state and local tax returns
and
reports (collectively the "Returns") required to be filed to date with
respect
to the operations of JMCorp will be filed upon completion of the audited
financial statements and will be accurately prepared in all material respects
and duly filed.
4.14 Review of Information. JMCorp has such knowledge and
experience
in investment, financial and business matters that is capable of protecting
its own interest. JMCorp has been provided complete access to all books and
records
of JMC and is entering into this transaction based solely upon its business
knowledge and experience and written information provided to JMCorp by JMC.
JMCorp is not relying upon any oral representations of any officer, director,
agent or employee of JMC in entering into this transaction.
5. Conditions to Closing
The obligations of the parties hereunder are subject to the
satisfaction
at or by the Closing of each of the conditions set forth below. Any of such
conditions may be waived by the other party but only in writing.
5.01 Compliance and Terms. On the Closing Date, all the terms,
conditions and covenants of this Agreement to be complied with and performed
by
the respective parties shall have been complied with and performed in all
material respects.
5.02 No Material Change in JMC. There shall be no material change in
the business, assets, liabilities or financial condition of JMC from that set
forth in its financial statement.
5.03 No Material Change in JMCorp. There shall be no material
change
in the business, assets, liabilities or financial condition of JMCorp from
that
set forth in its financial statements.
6. Miscellaneous
6.01 Other Documents. Each party shall, at any time after the
Closing
upon the request of the other party, execute and deliver to the requesting
party
such documents or instruments of conveyance, license or assignment or take
such
other action as is reasonably necessary to complete the transfer of the JMC
Shares and the JMCorp Shares or other transactions contemplated by this
Agreement.
6.02 Costs. Except as otherwise specifically provided herein, JMCorp
shall pay the Closing and transfer costs applicable to this Agreement and the
transfer of JMCorp Shares hereunder. Each party hereto shall bear the costs
of
their respective counsel and all other legal fees and costs related thereto.
Both JMCorp and Sellers each hold the other harmless from any obligation for
the
payment of any finders fees or commissions in connection with the
transactions
contemplated by this Agreement as a result of any action of the indemnifying
party.
6.03 Invalidity, Modification and Waiver. If any provisions of this
Agreement shall be held to be invalid or void, the remaining provisions shall
nevertheless remain in effect. No provisions of this Agreement may be
modified
and the performance or observance thereof may not be waived except by written
agreement of the parties affected thereby. No waiver of any violation or
nonperformance of any provision of this Agreement shall be deemed to be a
waiver
of any subsequent violation or nonperformance of the same or any other
provision
of this Agreement.
6.04 Disputes, Choice of Law. This Agreement, the performance of the
parties hereunder and any disputes related hereto shall be governed by the
laws
of the State of Nevada and subject to the exclusive jurisdictions of the
courts
therein. If either party shall initiate a legal proceeding to enforce its
rights
hereunder, the prevailing party in such legal proceedings shall be entitled
to
recover from the other party all costs, expenses and reasonable attorney's
fees
incurred in connection with such proceedings.
6.05 Abandonment. If this Agreement shall fail to Close as provided
for
in Section 2 as a result of a failure of any of the conditions precedent set
forth in Section 5, all further obligations of the parties hereto under this
Agreement shall terminate without further liability, and each party shall
bear
its own costs incident to the negotiation, preparation and anticipated
Closing
of this Agreement. In such event, each party shall return any data, material
or
assets of the other party received by it in contemplation of the Closing.
6.06 Entire Agreement. This Agreement is and represents the entire
agreement between the parties hereto with respect to the subject matter
hereof
and supersedes any prior or contemporaneous discussions or agreement related
thereto.
6.07 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be originals and enforceable, and together
shall constitute a single agreement.
IN WITNESS WHEROF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized representative as of the date
first written above.
By:/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President
Juina Mining Corporation
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President By
Juina Mining Company, Inc.
By /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, An Individual
By /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx,
Custodian for the Benefit of
Designees to be Named
