UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): July 22, 2010
JEDEDIAH RESOURCES
CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-156091
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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228 Hamilton Avenue, 3rd Floor
Palo Alto, California
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94301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+45-8842 9181
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Forward
Looking Statements
This
Form 8-K and other reports we file from time to time with the Securities and
Exchange Commission (collectively the "Filings") contain or may contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, our management as well as estimates and
assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the Filings) relating to our industry and our operations and results of
operations. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements and except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On July
23, 2010, Jedediah Resources Corp. (the “Company”), entered into a $50,000
unsecured convertible promissory note (the “Promissory Note”) with Paramount
Trading Company Inc. (the “Lender”). Under the terms of the
Promissory Note, the Lender will receive the principal amount of $50,000, plus
interest at the rate of 12% per annum, on July 24, 2011;
provided
,
however
, the Lender
shall have the right to convert all, or any portion, of the outstanding
principal plus all accrued interest into a number of fully paid and
non-assessable whole shares of the Company's common stock as derived from the
fair market value of the Company’s common stock at the time of exercise. The
Promissory Note may be prepaid by the Company at any time without penalty or
premium.
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Item
2.03
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Creation
of a Direct Financial Obligation
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As more fully described in Item 1.01 of
this Current Report, which information is incorporated by reference into this
Item 2.03, the Company entered into the Promissory Note, thereby creating a
direct financial obligation.
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Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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(a) Previous
independent registered public accounting firm.
On July
22, 2010, the Board of Directors of the Company (the “Board”) approved the
engagement of Matthew G. Wright, C.A. (“C.A. Firm”) as the Company’s independent
registered public accounting firm for the fiscal quarter ending June 30, 2010
and subsequent periods. Additionally, the Board approved the
engagement of De Joya Griffith & Company, LLC, as its special auditors
engaged solely to review the financial information of the Company for the fiscal
quarter ending June 30, 2010 to determine whether modifications are necessary to
confirm such financial information to U.S. Generally Accepted Accounting
Principles.
On July
22, 2010, the Company notified BDO Canada LLP (“BDO Canada”) that it was
dismissed as the Company’s independent registered public accounting
firm. The change in accountants did not result from any
dissatisfaction with the quality of professional services rendered by BDO
Canada.
The
reports of BDO Canada on the Company’s financial statements for the fiscal years
ended September 30, 2009 and 2008 contained no adverse opinion or disclaimer of
opinion, were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the Company’s fiscal years ended September 30, 2009 and 2008, and through July
22, 2010, there have been no disagreements with BDO Canada on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedure, which disagreements, if not resolved to the satisfaction of
BDO Canada, would have caused BDO Canada to make reference thereto in its
reports on the financial statements.
During
the Company’s fiscal years ended September 30, 2009 and 2008, and through July
22, 2010, there have been no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K.
The
Company has provided BDO Canada with a copy of this Current Report on Form 8-K
and requested that BDO Canada furnish the Company with a letter addressed to the
U.S. Securities and Exchange Commission stating whether BDO Canada agrees
with the disclosure contained in this report, or, if not, stating the respects
in which it does not agree. A copy of the letter from BDO Canada,
dated July 26, 2010, is filed as Exhibit 16.1 to this Current
Report.
(b) New
independent registered public accounting firm.
The
Company has engaged Matthew G. Wright, C.A. as its new independent registered
public accounting firm as of July 22, 2010. During the fiscal years ended
September 30, 2009 and 2008, and through July 22, 2010, the Company did not
consult with the C.A. Firm regarding any of the matters described in Item
304(a)(2)(i) and (ii) of Regulation S-K. In deciding to select the C.A. Firm,
the Board reviewed auditor independence issues and existing commercial
relationships with the C.A. Firm and concluded the C.A. Firm has no commercial
relationship with the Company that would impair its
independence. Additionally, The Company has engaged De Joya Griffith
& Company, LLC (“De Joya”) as its special auditors as of July 23, 2010.
During the fiscal years ended September 30, 2009 and 2008, and through
July 23, 2010, the Company did not consult with De Joya regarding any of the
matters described in Item 304(a)(2)(i) and (ii) of Regulation S-K. In deciding
to select De Joya, the Board reviewed auditor independence issues and existing
commercial relationships with De Joya and concluded De Joya has no commercial
relationship with the Company that would impair its independence.
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Item
5.03
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Amendment
to Articles of Incorporation
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On July
9, 2010, the holders of a majority of the issued and outstanding voting
securities of the Company (the “Majority Securityholders”) approved, in each
case by written consent, the following amendments to the Company’s Certificate
of Incorporation.
Change
in Name
The
Majority Securityholders approved a change to the Company’s name from
“Jedediah Resources Corp.” to “Alterola Biotech Inc.”
Increase
in Authorized Shares
The
Majority Securityholders approved an increase of the Company’s authorized
common stock, par value $.001 per share, (the “Common Stock”), from 90,000,000
shares of Common Stock to 140,000,000 shares of Common Stock. The
number of shares of authorized capital stock set forth in the Company’s amended
and restated certificate of incorporation is necessary for the Company to have
sufficient additional authorized stock for financing the Company’s business, for
acquiring other businesses, for forming strategic partnerships and alliances and
for stock dividends and stock splits. The number of shares of
preferred stock remains unchanged at 10,000,000.
Forward
Split
The
Majority Securityholders approved a 10 for 1 forward split of the outstanding
Common Stock, which may improve the price level of the Common Stock by lowering
its per share price, which could help generate interest in the Company among
investors and facilitate other business opportunities.
Each of
the above amendments is further described in the Company’s Amended and Restated
Certificate of Incorporation, attached hereto as Exhibit 3.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Amended
and Restated Certificate of Incorporation
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10.1
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Promissory
Note between the Company and Paramount Trading Company Inc., dated July
23, 2010.
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16.1
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Letter
of BDO Canada LLP dated July 26, 2010, regarding change in independent
registered public accounting
firm.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: July
28, 2010
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JEDEDIAH
RESOURCES CORP.
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By:
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/s/ Soren Nielsen
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Name:
Soren Nielsen
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Title:
Chief Executive Officer
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AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
ALTEROLA
BIOTECH INC.
ARTICLE
I
NAME
The name
of the corporation shall be Alterola Biotech Inc. (hereinafter, the
“Corporation”).
ARTICLE
II
REGISTERED
OFFICE
The
office of the Corporation shall be 228 Hamilton Avenue, 3rd Floor, Palo Alto,
California 94301. The initial registered agent of the Corporation
shall be Nevada Agency and Trust at 50 West Liberty Street, Suite 880, Reno,
NV 89501. The Corporation may, from time to time, in the
manner provided by law, change the resident agent and the registered office
within the State of Nevada. The Corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.
ARTICLE
III
CAPITAL
STOCK
Section 1.
Authorized
Shares.
The aggregate number of shares which the
Corporation shall have authority to issue is one hundred fifty million
(150,000,000) shares, consisting of two classes to be designated, respectively,
"Common Stock" and "Preferred Stock," with all of such shares having a par value
of $.001 per share. The total number of shares of Common Stock that the
Corporation shall have authority to issue is one hundred forty million
(140,000,000) shares. The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is ten million (10,000,000) shares.
The Preferred Stock may be issued in one or more series, each series to be
appropriately designated by a distinguishing letter or title, prior to the
issuance of any shares thereof. The voting powers, designations, preferences,
limitations, restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions thereof, of the
Preferred Stock shall hereinafter be prescribed by resolution of the board of
directors pursuant to Section 3 of this Article III.
Section 2.
Common
Stock.
(a)
Dividend
Rate.
Subject to the rights of holders of any
Preferred Stock having preference as to dividends and except as otherwise
provided by these Articles of Incorporation, as amended from time to time
(hereinafter, the "
Articles
") or the Nevada
Revised Statues (hereinafter, the “
NRS
”), the holders of Common
Stock shall be entitled to receive dividends when, as and if declared by the
board of directors out of assets legally available therefor.
(b)
Voting
Rights.
Except as otherwise provided by the NRS,
the holders of the issued and outstanding shares of Common Stock shall be
entitled to one vote for each share of Common Stock. No holder of shares of
Common Stock shall have the right to cumulate votes.
(c)
Liquidation
Rights.
In the event of liquidation, dissolution,
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, subject to the prior rights of holders of Preferred Stock to share
ratably in the Corporation's assets, the Common Stock and any shares of
Preferred Stock which are not entitled to any preference in liquidation shall
share equally and ratably in the Corporation's assets available for distribution
after giving effect to any liquidation preference of any shares of Preferred
Stock. A merger, conversion, exchange or consolidation of the Corporation with
or into any other person or sale or transfer of all or any part of the assets of
the Corporation (which shall not in fact result in the liquidation of the
Corporation and the distribution of assets to stockholders) shall not be deemed
to be a voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation.
(d)
No
Conversion, Redemption, or Preemptive Rights.
The
holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.
(e)
Consideration
for Shares.
The Common Stock authorized by this
Article shall be issued for such consideration as shall be fixed, from time to
time, by the board of directors.
Section 3.
Preferred
Stock.
(a)
Designation.
The
board of directors is hereby vested with the authority from time to time to
provide by resolution for the issuance of shares of Preferred Stock in one or
more series not exceeding the aggregate number of shares of Preferred Stock
authorized by these Articles, and to prescribe with respect to each such series
the voting powers, if any, designations, preferences, and relative,
participating, optional, or other special rights, and the qualifications,
limitations, or restrictions relating thereto, including, without limiting the
generality of the foregoing: the voting rights relating to the shares of
Preferred Stock of any series (which voting rights, if any, may be full or
limited, may vary over time, and may be applicable generally or only upon any
stated fact or event); the rate of dividends (which may be cumulative or
noncumulative), the condition or time for payment of dividends and the
preference or relation of such dividends to dividends payable on any other class
or series of capital stock; the rights of holders of Preferred Stock of any
series in the event of liquidation, dissolution, or winding up of the affairs of
the Corporation; the rights, if any, of holders of Preferred Stock of any series
to convert or exchange such shares of Preferred Stock of such series for shares
of any other class or series of capital stock or for any other securities,
property, or assets of the Corporation or any subsidiary (including the
determination of the price or prices or the rate or rates applicable to such
rights to convert or exchange and the adjustment thereof, the time or times
during which the right to convert or exchange shall be applicable, and the time
or times during which a particular price or rate shall be applicable); whether
the shares of any series of Preferred Stock shall be subject to redemption by
the Corporation and if subject to redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption. The powers,
designations, preferences, limitations, restrictions and relative rights may be
made dependent upon any fact or event which may be ascertained outside the
Articles or the resolution if the manner in which the fact or event may operate
on such series is stated in the Articles or resolution. As used in this section
"fact or event" includes, without limitation, the existence of a fact or
occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a
government. The board of directors is further authorized to increase or decrease
(but not below the number of such shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of that
series. Unless the board of directors provides to the contrary in the resolution
which fixes the characteristics of a series of Preferred Stock, neither the
consent by series, or otherwise, of the holders of any outstanding Preferred
Stock nor the consent of the holders of any outstanding Common Stock shall be
required for the issuance of any new series of Preferred Stock regardless of
whether the rights and preferences of the new series of Preferred Stock are
senior or superior, in any way, to the outstanding series of Preferred Stock or
the Common Stock.
(b)
Certificate.
Before
the Corporation shall issue any shares of Preferred Stock of any series, a
certificate of designation setting forth a copy of the resolution or resolutions
of the board of directors, and establishing the voting powers, designations,
preferences, the relative, participating, optional, or other rights, if any, and
the qualifications, limitations, and restrictions, if any, relating to the
shares of Preferred Stock of such series, and the number of shares of Preferred
Stock of such series authorized by the board of directors to be issued shall be
made and signed by an officer of the corporation and filed in the manner
prescribed by the NRS.
Section 4.
Non-Assessment
of Stock.
The capital stock of the Corporation,
after the amount of the subscription price has been fully paid, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed, and the Articles shall not be amended in this
particular. No stockholder of the Corporation is individually liable for the
debts or liabilities of the Corporation.
ARTICLE
IV
DIRECTORS
AND OFFICERS
Section 1.
Number of
Directors.
The members of the governing board of
the Corporation are styled as directors. The board of directors of the
Corporation shall be elected in such manner as shall be provided in the bylaws
of the Corporation. The board of directors shall consist of at least one
(1) individual and not more than thirteen (13) individuals. The number
of directors may be changed from time to time in such manner as shall be
provided in the bylaws of the Corporation.
Section 2.
Initial
Directors.
The name and post office box or street
address of the director(s) constituting the initial board of directors
is:
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Name
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Address
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Trevor
Warrener
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100-111
5th Avenue, SW, Suite 304,
Calgary,
Alberta, Canada T2Z3K2
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Section 3.
Limitation
of Liability.
The liability of directors and
officers of the Corporation shall be eliminated or limited to the fullest extent
permitted by the NRS. If the NRS is amended to further eliminate or limit or
authorize corporate action to further eliminate or limit the liability of
directors or officers, the liability of directors and officers of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the NRS, as so amended from time to time.
Section 4.
Payment of
Expenses.
In addition to any other rights of
indemnification permitted by the laws of the State of Nevada or as may be
provided for by the Corporation in its bylaws or by agreement, the expenses of
officers and directors incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, involving alleged acts or omissions
of such officer or director in his or her capacity as an officer or director of
the Corporation or member, manager, or managing member of a predecessor limited
liability company or affiliate of such limited liability company or while
serving in any capacity at the request of the Corporation as a director,
officer, employee, agent, member, manager, managing member, partner, or
fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, or other enterprise, shall be paid by the
Corporation or through insurance purchased and maintained by the Corporation or
through other financial arrangements made by the Corporation, as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. To the extent that an officer or director is successful on the
merits in defense of any such action, suit or proceeding, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify him or her
against expenses, including attorneys' fees, actually and reasonably incurred by
him or her in connection with the defense. Notwithstanding anything to the
contrary contained herein or in the bylaws, no director or officer may be
indemnified for expenses incurred in defending any threatened, pending, or
completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder.
Section 5.
Repeal And
Conflicts.
Any repeal or modification of Sections
3 or 4 above approved by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the liability
of a director or officer of the Corporation existing as of the time of such
repeal or modification. In the event of any conflict between Sections 3 or 4
above and any other Article of the Articles, the terms and provisions of
Sections 3 or 4 above shall control.
ARTICLE
V
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
At such
time, if any, as the Corporation becomes a “resident domestic corporation”, as
that term is defined in NRS 78.427, the Corporation shall not be subject to, or
governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be
amended from time to time, or any successor statute.
ARTICLE
VI
BYLAWS
The board
of directors is expressly granted the exclusive power to make, amend, alter, or
repeal the bylaws of the Corporation pursuant to NRS 78.120.
IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation to
be executed on July 26, 2010.
/s/ Soren
Nielsen
Soren
Nielsen
Chief
Executive Officer and Director
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
JEDEDIAH
RESOURCES CORP.
12%
CONVERTIBLE PROMISSORY NOTE
1.
Principal and
Interest
.
(a) Jedediah Resources Corp. (the
"Company"), for value received, hereby promises to pay to the order of Paramount
Trading Company Inc. (the "Investor" or the "Holder") the sum of Fifty Thousand
USD ($50,000.00).
(b) This 12% Convertible Promissory
Note (the "Convertible Note") shall bear interest from the date of issuance of
this Convertible Note until paid in full at the rate of 12% per
annum.
This
Convertible Note, including principal and accrued interest thereunder, shall be
payable in full by July 24, 2011 (the "Demand Date”).
(c) Upon payment in full of the
principal and bonus payment, this Convertible Note shall be surrendered to the
Company for cancellation.
(d) The principal and interest payments
due under this Convertible Note shall be payable at the principal office of the
Company and shall be forwarded to the address of the Holder hereof as such
Holder shall from time to time designate.
2.
Attorney's Fees
. If
the indebtedness represented by this Convertible Note or any part thereof is
collected in bankruptcy, receivership or other judicial proceedings or if this
Convertible Note is placed in the hands of attorneys for collection after
default, the Company agrees to pay, in addition to the principal and bonus
payment payable hereunder, reasonable attorneys' fees and costs incurred by the
Investor.
3.
Conversion
.
3.1
Voluntary Conversion
.
The Holder shall have the right, exercisable in whole or in part, to convert the
outstanding principal and accrued interest hereunder into a number of fully paid
and non-assessable whole shares of the Company's par value common stock ("Common
Stock") determined in accordance with Section 3.2 below.
3.2
Shares Issuable
. The
number of whole shares of Common Stock into which this Convertible Note may be
voluntarily converted during such specified periods of time (the "Conversion
Shares") shall be determined by the Fair Market Value of the Common Stock at the
date of conversion (the “Note Conversion Price”). For the avoidance of doubt
Fair Market Value shall be:
a. The share price at the last private
offering of the Common Stock or
b. The 30
day average of the Common Stock in the event a public listing of the Common
Stock has taken place.
3.3
Notice and Conversion
Procedures
. If the Holder elects to convert this Convertible Note, the
Holder shall provide the Company with a written notice of conversion setting
forth the amount to be converted. The notice must be delivered to the Company
together with this Convertible Note. Within twenty (20) business days of receipt
of such notice, the Company shall deliver to the Holder certificate(s) for the
Common Stock issuable upon such conversion and, if the entire principal amount
hereunder was not so converted, a new Convertible Note representing such
balance.
3.4
Common
Stock
. Whenever reference is made in this Convertible
Note to the shares of Common Stock, the term "Common Stock” shall mean the
Common Stock of the Company authorized as of the date hereof. Shares
issuable upon conversion hereof shall include only shares of Common Stock of the
Company.
3.5
No Fractional Shares
.
No fractional shares of Common Stock shall be issued upon conversion of this
Note. In lieu of the Company issuing any fractional shares to the Holder upon
the conversion of this Convertible Note, the Company shall pay cash to the
Holder in the amount outstanding hereunder that is not so
converted.
3.6
Repayment.
This
Convertible Note, including principal and accrued interest thereunder, may be
repaid by the Company at any time. If the Company elects to redeem
this Convertible Note, the Company shall provide the Holder with a thirty day
written notice of redemption. The notice must be delivered to the
Holder.
4.
Representations, Warranties
and Covenants of the Company
. The Company represents, warrants and
covenants with the Holder as follows:
(a)
Authorization;
Enforceability
. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Convertible Note and the performance of all obligations of
the Company hereunder has been taken, and this Convertible Note constitutes a
valid and legally binding obligation of the Company, enforceable in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.
(b)
Governmental
Consents
. No consent, approval, qualification, order or authorization of,
or filing with, any local, state or federal governmental authority is required
on the part of the Company in connection with the Company's valid execution,
delivery or performance of this Convertible Note except any notices required to
be filed with the Securities and Exchange Commission, or such filings as may be
required under applicable state securities laws, which, if applicable, will be
timely filed within the applicable periods therefor.
(c)
No Violation
. The
execution, delivery and performance by the Company of this Note and the
consummation of the transactions contemplated hereby will not result in a
violation of its Certificate of Incorporation or Bylaws, in any material respect
of any provision of any mortgage, agreement, instrument or contract to which it
is a party or by which it is bound or, to the best of its knowledge, of any
federal or state judgment, order, writ, decree, statute, rule or regulation
applicable to the Company or be in material conflict with or constitute, with or
without the passage of time or giving of notice, either a material default under
any such provision or an event that results in the creation of any material
lien, charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business or
operations, or any of its assets or properties.
5.
Representations and
Covenants of the Holder
. The Company has entered into this Convertible
Note in reliance upon the following representations and covenants of the
Holder:
(a)
Investment Purpose
.
This Note and the Common Stock issuable upon conversion of the Note are acquired
for investment and not with a view to the sale or distribution of any part
thereof, and the Holder has no present intention of selling or engaging in any
public distribution of the same except pursuant to a registration or
exemption.
(b)
Private Issue
. The
Holder understands (i) that this Convertible Note and the Common Stock
issuable upon conversion of this Convertible Note are not registered under the
Securities Act of 1933, as amended (the "1933 Act") or qualified under
applicable state securities laws, and (ii) that the Company is relying on
an exemption from registration predicated on the representations set forth in
this Section 8.
(c)
Financial Risk
. The
Holder has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of its investment, and has the
ability to bear the economic risks of its investment.
(d)
Risk of No
Registration
. The Holder understands that if the Company does not
register with the Securities and Exchange Commission pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports
pursuant to Section 15(d) of the 1934 Act, or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to
sell the Common Stock issuable upon conversion of the Convertible Note, it may
be required to hold such securities for an indefinite period. The Holder also
understands that any sale of the Convertible Note or the Common Stock which
might be made by it in reliance upon Rule 144 under the 1933 Act may be
made only in accordance with the terms and conditions of that
Rule.
6.
Assignment
. Subject
to the restrictions on transfer described in Section 9 below, the rights
and obligations of the Company and the Holder shall be binding upon and benefit
the successors, assigns, heirs, administrators and transferees of the
parties.
7.
Waiver and Amendment
.
Any provision of this Convertible Note may be amended, waived or modified upon
the written consent of the Company and the Holder.
8.
Transfer of This Note or
Securities Issuable on Conversion Hereof
. With respect to any offer, sale
or other disposition of this Note or securities into which this Convertible Note
may be converted, the Holder will give written notice to the Company prior
thereto, describing briefly the manner thereof. Unless the Company reasonably
determines that such transfer would violate applicable securities laws, or that
such transfer would adversely affect the Company's ability to account for future
transactions to which it is a party as a pooling of interests, and notifies the
Holder thereof within five (5) business days after receiving notice of the
transfer, the Holder may effect such transfer. The Convertible Note thus
transferred and each certificate representing the securities thus transferred
shall bear a legend as to the applicable restrictions on transferability in
order to ensure compliance with the 1933 Act, unless in the opinion of counsel
for the Company such legend is not required in order to ensure compliance with
the 1933 Act. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
9.
Notices
. Any notice,
other communication or payment required or permitted hereunder shall be in
writing and shall be deemed to have been given upon delivery if personally
delivered or three (3) business days after deposit if deposited in the Canada’s
mail for mailing by certified mail, postage prepaid, and addressed as
follows:
|
If
to Investor:
|
Paramount
Trading Company Inc.
Main
Street
Charlestown
Nevis
West
Indies
|
|
If
to Company:
|
Jedediah
Resources Inc.
100-111
5TH AVENUE SW, STE 304 CALGARY A0 T2P
3Y6
|
Each of
the above addressees may change its address for purposes of this Section by
giving to the other addressee notice of such new address in conformance with
this Section.
10.
Governing Law
. This
Convertible Note is being delivered in and shall be construed in accordance with
the laws of the State of Nevada, USA, without regard to the conflicts of laws
provisions thereof.
11.
Heading; References
.
All headings used herein are used for convenience only and shall not be used to
construe or interpret this Note. Except as otherwise indicated, all references
herein to Sections refer to Sections hereof.
12.
Waiver by the
Company
. The Company hereby waives demand, notice, presentment, protest
and notice of dishonor.
13.
Delays
. No delay by
the Holder in exercising any power or right hereunder shall operate as a waiver
of any power or right.
14.
Severability
. If one
or more provisions of this Convertible Note are held to be unenforceable under
applicable law, such provision shall be excluded from this Convertible Note and
the balance of the Convertible Note shall be interpreted as if such provision
was so excluded and shall be enforceable in accordance with its
terms.
15.
No Impairment
. The
Company will not, by any voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Note and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Convertible Note against impairment.
THIS
PART IS INTENTIONALLY BLANK
IN
WITNESS WHEREOF, Jedediah Resources Corp. has caused this Convertible Note to be
executed in its corporate name and this Convertible Note to be dated, issued and
delivered, all on the date first above written.
|
JEDEDIAH
RESOURCES CORP.
|
PARAMOUNT
TRADING COMPANY INC.
|
|
By:
|
/s/ Søren Poppelgaard
Nielsen
|
|
/s/ Geoffrey Long
|
|
Søren
Poppelgaard Nielsen
|
|
By
Geoffrey Long
|
|
President
|
|
Authorized
Signatory
|
