SHARE PURCHASE AGREEMENT

1.1

PURCHASE.  Subject to the terms and conditions herein set forth, First Liberty hereby agrees to purchase and Seller hereby agrees to sell a 50% interest (50%) or 50 shares, of the issued and outstanding shares of common stock of Coronet USA (the “Coronet USA Shares”) to First Liberty.

1.2  

CONSIDERATION.  In exchange for First Liberty acquiring 50% of the shares of Coronet USA from Coronet, First Liberty shall provide to Coronet a total of $200,000 in cash consideration, of which the timing and allocation is:

1.2.1  

The parties agree that $40,000 has previously been provided to Coronet, which amount was applied towards two payments on the Lease.

1.2.2  

Within 3 days of the Effective Date, a total of $75,000, which funds shall be (i) utilized by Coronet to undertake a $60,000 payment towards outstanding amounts owing on the Lease, and (ii) the remainder available to Coronet for purposes of its own discretion.

1.2.3  

On or before 60 days from the Effective Date, the remaining $85,000, which amounts shall be utilized towards: (i) November 2014 Lease obligation; (ii) necessary and agreed payments on outstanding amounts owed by Coronet USA; (iii) ongoing operational costs associated with Coronet USA including costs required to bring facility back into full operational status.

a)  

CORPORATE ORGANIZATION AND GOOD STANDING.  Coronet USA and Seller are each duly organized, validly existing, and in good standing under the laws of the State of Nevada or other applicable jurisdiction, and are qualified to do business as a foreign corporation in each jurisdiction, if any, in which their respective properties or businesses require such qualification.

b)  

CORPORATE AUTHORITY.  Coronet USA and Seller each have all requisite corporate power and authority to own, operate and lease their respective properties, to carry on their respective businesses as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

c)  

AUTHORIZATION.  Execution of this Agreement has been duly authorized and approved by each of Coronet USA and the Seller. Further Coronet USA has obtained all requisite shareholder approval and authority to enter into this Agreement and deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

d)  

CAPITALIZATION.

i)  

The authorized capital stock of Coronet USA consists of 75,000 shares of Coronet USA Common Stock without par value.  At October 6, 2014, (i) 100 shares of Coronet USA Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and none of which were issued in violation of any preemptive rights; (ii) no shares of Coronet USA were reserved for issuance upon the exercise of outstanding options, warrants or other rights to purchase shares; and (iii) no shares of Coronet USA stock were held in the treasury of Coronet USA.  Except as set forth above, as of the date hereof, no shares or other voting securities of Coronet USA are issued, reserved for issuance or outstanding and no shares or other voting securities of Coronet USA shall be issued or become outstanding after the date hereof.  There are no bonds, debentures, notes or other indebtedness or securities of Coronet USA that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Coronet USA may vote.

ii)  

Coronet USA has no contract or other obligation to repurchase, redeem or otherwise acquire any shares of Coronet USA stock, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.  There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of Coronet USA.  None of the outstanding equity securities or other securities of Coronet USA was issued in violation of the Securities Act of 1933 or any other legal requirement.

e)  

LITIGATION.  To the knowledge of Coronet USA and Seller, there are no pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Coronet USA or Seller.

f)  

FINANCIAL STATEMENTS.

i)  

Seller has furnished or made available to Buyer, or will make available to Buyer prior to the Effective Date, true and complete copies of the financial statements (and the related notes thereto) of Coronet USA from inception to June 30, 2014 (the “Seller Financial Statements”).

ii)  

The Coronet USA Financial Statements were prepared in accordance with GAAP or the equivalent applied on a basis consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes).

g)  

ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since inception and to the date of this Agreement, (i) Coronet USA has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect, as defined in Section 3.2(a) (“Material Adverse Effect”); and (iii) Coronet USA has not taken and will not take any of the actions that Coronet USA has agreed not to take from the date hereof through the Effective Date.

h)  

UNDISCLOSED LIABILITIES.  Coronet USA has no material obligations or liabilities of any nature (whether accrued, matured or unmatured, fixed or contingent or otherwise) other than: (i) those set forth Seller Financial Statements; (ii) those incurred in the ordinary course of business consistent with past practice since the end of the most recent fiscal year; and (iii) those incurred in connection with the execution of this Agreement.

i)  

LEGAL PROCEEDINGS.  Neither Coronet USA nor Seller is not a party to any, and there is no pending or, to the knowledge of Seller or Coronet USA, threatened, legal, administrative, arbitral or other proceeding not previously disclosed to the buyer, claim, action or governmental or regulatory investigation of any nature against Seller or Coronet USA, or any of their respective officers or directors which, if decided adversely to Seller or Coronet USA, would, individually or in the aggregate, be material to Seller or Coronet USA.  There is no injunction, order, judgment or decree imposed upon Seller or Coronet USA, or any of its officers or directors, or the assets of Seller or Coronet USA.

j)  

TAXES AND TAX RETURNS.

i)  

Coronet USA does have a requirement to file tax returns as at the date of this Agreement, however, it shall provide to Buyer such information required to file all existing and future tax returns, such filings shall become the responsibility of the Buyer.

ii)  

No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Coronet USA’s knowledge, threatened with regard to any taxes of Coronet USA.  No issue has arisen in any examination of the Coronet USA by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld.

iii)  

There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Coronet USA given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

k)  

COMPLIANCE WITH APPLICABLE LAW AND REGULATORY MATTERS.

i)  

Coronet USA has complied with all applicable laws and regulations, and are not in violation of, and have not received any written notices of violation with respect to, any laws and regulations in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and properties, except for such noncompliance and violations as would not, individually or in the aggregate, be material.

ii)  

Coronet USA has all licenses, permits, certificates, franchises and other authorizations (collectively, the “Authorizations”) necessary for the ownership or use of its assets and properties and the conduct of its business, as currently conducted, and have complied with, and are not in violation of, any Authorization.  All such Authorizations are in full force and effect and there are no proceedings pending or, to the knowledge of Coronet USA, threatened that seek the revocation, cancellation, suspension or adverse modification thereof.

iii)  

There are no governmental orders applicable to Coronet USA which have had a Material Adverse Effect on Coronet USA.

l)  

MATERIAL CONTRACTS.  There are no material contracts of Coronet USA currently in existence except as disclosed in a Schedule hereto.

m)  

ASSETS.  Coronet USA owns, leases or has the right to use all the properties and assets necessary or currently used for the conduct of its businesses free and clear of all liens of any kind or character.  All items of equipment and other tangible assets owned by or leased to Coronet USA and which are material to the operations and business of Coronet USA are in good condition and repair (ordinary wear and tear excepted). Coronet USA makes no representation regarding the condition of certain leased-mobile equipment due to the age. In the case of leased equipment and other tangible assets, Coronet USA holds valid leasehold interests in such leased equipment and other tangible assets, free and clear of all liens of any kind or character.

n)  

ENVIRONMENTAL LIABILITY.  Coronet USA is in compliance with all applicable environmental laws.  To the knowledge of Coronet USA, there are no liabilities of Coronet USA of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any environmental law and, to the knowledge of Coronet USA, there are no facts, conditions, situations or set of circumstances that could reasonably be expected to result in or be the basis for any such liability.

o)  

INTELLECTUAL PROPERTY. Coronet USA has no intellectual property.

p)  

INTERESTS OF OFFICERS AND DIRECTORS.  Except as disclosed herein, none of the officers or directors of Coronet USA has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Coronet USA, or in any supplier, distributor or customer of Coronet USA, or any other relationship, contract, agreement, arrangement or understanding with Coronet USA, except for the normal ownership interests of a shareholder and employee rights.

q)  

BROKER’S FEES.  Coronet USA has not employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

r)  

CERTAIN BUSINESS PRACTICES.  No director, officer, agent or employee of Coronet USA has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity on behalf of, or purportedly on behalf of, or for the business of Coronet USA, or (ii) made any unlawful payments to officials or employees of governmental entities or to directors, officers or employees of foreign or domestic business enterprises.

 

a)

CORPORATE ORGANIZATION AND GOOD STANDING.  Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

 

b)

CORPORATE AUTHORITY.  Buyer has all requisite corporate power and authority to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

 

c)

NO VIOLATION.  Consummation of the acquisition contemplated herein will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation by which Buyer is bound.

 

d)

REPORTING STATUS. Buyer is a fully reporting public company under Section 15(d) of the Securities and Exchange Act of 1934, as amended, and is current on its filing obligations under Section 15.  Buyer has filed all required periodic reports with the Securities and Exchange Commission (the "Commission") on Forms 10-Q and 10-K through the period ended April 30, 2014, and all required Form 8-K reports, all such reports are true and correct in all material respects and contain no misrepresentation of a material fact or omission of a material fact.  The common shares of Buyer are quoted on the OTC Markets under the symbol "FLPC".  Buyer has not received and there are no outstanding Commission Staff comment letters, stop orders or other regulatory actions, and no letters, comments, investigations or other actions pending or threatened by the Commission or by the Financial Industry Regulatory Authority (FINRA) against or relating to Buyer and there are no outstanding fees, fines or other amounts due to FINRA, the SEC, PCAOB or any other regulatory agency.  Buyer acknowledges that it currently has a cease trade order outstanding against Buyer in the Province of British Columbia, Canada.

e)  

AUTHORITY; NO VIOLATION.

 

(i)

Buyer has full corporate power and authority to execute and deliver this Agreement and to comply with the terms hereof and consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Buyer.  Assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, or (iii) the specific terms and conditions of this Agreement.

 

(ii)

Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby, nor compliance by Buyer with any of the terms or provisions hereof, will (A) violate any provision of the Certificate of Registration or Constitution or the certificates of registration or constitution, or other charter or organizational documents, of Buyer or (B) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its properties or assets, the violation of which would have a material adverse effect, or (C) violate, conflict with, result in a breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required by or rights or obligations under, increase any rate of interest payable or result in the creation of any lien upon any of the respective properties or assets of Buyer under, any authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract, or other instrument or obligation to which is a party, or by which its properties, assets or business activities may be bound or affected.

f)  

FINANCIAL STATEMENTS.

 

(i)

Buyer has furnished or made available to Seller, or will make available to Seller prior to the Effective Date, true and complete copies of the audited financial statements of Buyer for the past two fiscal years (the “Buyer Financial Statements”), and Buyer shall furnish or make available to Seller true and complete copies of Buyer's Financial Statements for all reported quarterly periods ending after its most recent fiscal year up to and including the Effective Date.

 

(ii)

The Buyer Financial Statements were prepared in accordance with GAAP or the equivalent applied on a basis consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes, and except that, in the case of unaudited statements for the subsequent quarterly periods referenced above, such unaudited statements fairly present in all material respects the consolidated financial condition and the results of operations of Buyer as at the respective dates thereof and for the periods indicated therein (subject, in the case of unaudited statements, to year-end audit adjustments).

g)  

ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since the end of its most recent fiscal year and to the date of this Agreement, (i) Buyer has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and (iii)  Buyer has not taken and will not take any of the actions that Buyer has agreed not to take from the date hereof through the Closing.

h)  

UNDISCLOSED LIABILITIES.  Buyer has no material obligations or liabilities of any nature (whether accrued, matured or unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the balance sheet (and the related notes thereto) of Buyer as of the end of the most recent fiscal year  included in the Buyer Financial Statements, (ii) those incurred in the ordinary course of business consistent with past practice since the end of the most recent fiscal year  and (iii) those incurred in connection with the execution of this Agreement.

i)  

LEGAL PROCEEDINGS.  Buyer is not a party to any, and there is no pending or, to the knowledge of Buyer, threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against Buyer, or any of its officers or directors which, if decided adversely to Buyer, would, individually or in the aggregate, be material to Buyer.  There is no injunction, order, judgment or decree imposed upon Buyer, or any of its officers or directors, or the assets of Buyer.

j)  

TAXES AND TAX RETURNS.

(i)  

Buyer has filed or caused to be filed all  federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) Buyer has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with  GAAP) in the Buyer Financial Statements, and (iv) Buyer does not have any material liability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the Buyer Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods).

(ii)  

No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to Buyer’s knowledge, threatened with regard to any taxes or tax returns of Buyer.  No issue has arisen in any examination of the Buyer by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld.  Any adjustment of income taxes of Buyer made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported.

(iii)  

There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon Buyer, nor has Buyer given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

k)  

COMPLIANCE WITH APPLICABLE LAW AND REGULATORY MATTERS.

i)  

Buyer has complied with all applicable laws and regulations, and are not in violation of, and have not received any written notices of violation with respect to, any laws and regulations in connection with the conduct of their respective businesses or the ownership or operation of their respective businesses, assets and properties, except for such noncompliance and violations as would not, individually or in the aggregate, be material.

ii)  

Buyer has all licenses, permits, certificates, franchises and other authorizations (collectively, the “Authorizations”) necessary for the ownership or use of its assets and properties and the conduct of its business, as currently conducted, and have complied with, and are not in violation of, any Authorization, except where such noncompliance or violation would not, individually or in the aggregate, be material.  Except as would not be material to Buyer, all such Authorizations are in full force and effect and there are no proceedings pending or, to the knowledge of Buyer, threatened that seek the revocation, cancellation, suspension or adverse modification thereof.

l)  

GOVERNMENT ORDERS. There are no governmental orders applicable to Buyer which have had a Material Adverse Effect on Buyer.

m)  

MATERIAL CONTRACTS.  There are no material contracts of Buyer currently in existence not disclosed with the Buyer’s filings with the SEC.

n)  

INSURANCE.  Buyer has all necessary insurance coverage with respect to its business, and within 30 days of the Effective Date, will adjust such coverage to ensure the ownership interest in Coronet USA is sufficiently provided for.

o)  

INTELLECTUAL PROPERTY. Buyer has no intellectual property.

p)  

INTERESTS OF OFFICERS AND DIRECTORS.  Except AS DISCLOSED HEREIN, OR IN PRIOR REGULATORY FILINGS WITH THE SEC, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

q)  

BROKER’S FEES.  Buyer has not employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

r)  

CERTAIN BUSINESS PRACTICES.  No director, officer, agent or employee of Buyer has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity on behalf of, or purportedly on behalf of, or for the business of Buyer, or (ii) made any unlawful payments to officials or employees of governmental entities or to directors, officers or employees of foreign or domestic business enterprises.

 

a)

No Restraints. No statute, rule, regulation, order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement and shall be in effect.

 

b)

Legal Action. There shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages.

 

a)

Representatives and Warranties of Buyer. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement. “Material Adverse Effect” for purposes of this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets, financial condition, or results of operation of the entity.

 

b)

Performance of Obligations of Buyer. Buyer shall have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

a)  

Representatives and Warranties of Coronet USA and Seller. The representations and warranties of Coronet USA and Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date, except: (i) as otherwise contemplated by this Agreement, or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

 

b)

Performance of Seller and Coronet USA. Seller and Coronet USA shall have performed all agreements and covenants required to be performed by them under this Agreement prior to Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

 

a)

Copies of resolutions of the Board of Directors and Shareholders of Seller and Coronet USA authorizing the execution and performance of this Agreement.

 

b)

Stock certificates of Coronet USA representing the Coronet USA Shares, fully endorsed for transfer to Buyer.

4.3  

Deliveries by Buyer. At Closing, Buyer shall make the following deliveries to Seller:

a)  

Stock certificate(s), bearing any applicable restrictive legends, representing the First Liberty “Series A Preferred Shares” issued in the name of Seller or its designee;

b)  

Resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement.

 

a)

The parties hereby irrevocably consent to the jurisdiction of the American Arbitration Association and the status of the arbitration (and any requests for injunctive or other equitable relief) within the State of Nevada.  Any award in arbitration may be entered in any domestic or foreign court having jurisdiction over the enforcement of such awards.

 

b)

The law applicable to the arbitration and this Agreement shall be that of the State of Nevada, determined without regard to its provisions which would otherwise apply to a question of conflict of laws.

 

c)

The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the subject of the arbitration and to compel compliance with such disclosure and discovery order.  The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration.

 

d)

Regardless of any practices of arbitration to the contrary, the arbitrator will apply the rules of contract and other law of the jurisdiction whose law applies to the arbitration so that the decision of the arbitrator will be, as much as possible, the same as if the dispute had been determined by a court of competent jurisdiction.

 

e)

Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law or the failure of the arbitrator to adhere to the arbitration provisions contained in this agreement.  Each party to the arbitration shall pay its own costs and counsel fees except as specifically provided otherwise in this agreement.

 

f)

In any adverse action, the parties shall restrict themselves to claims for compensatory damages and\or securities issued or to be issued and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages.

 

g)

The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

 

h)

It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, whether in regard to this agreement or any other matter, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates.

6.1

OPERATING COMMITTEE. Within one month of execution of this Agreement the parties will enter into a formal operating agreement which will outline the managing of Coronet USA and specifically the Liberty facility, with the principles outlined in the Letter of Intent between the Parties providing the foundational structure.

·  

Lease agreement, Schedule A-1

·  

Permit Agreement, Schedule A-2

·  

Identified assets of Coronet USA, Schedule A-3