1701-06527 COURT NUMBER COURT COURT OF · PDF fileExhibit "A" to this affidavit is a true copy...

COURT NUMBER

COURT

JUDICIAL CENTRE

PLAINTIEFi S]

I)EF EN DA1\1TI S

DOCUMENT

Al)DIZESS FOR SERVICE

AND C ONTA CT

INFORMATION OF PARTY

FILING THIS DOCUMENT

1701-06527

COURT OF QUEEN'S BENCI I OF ALBERTA

CALGARY

JE.R111I ENERGY SERVICES CORPORATION

WEST MOUNTAIN ENVIRONMENTAL CORP. ANDIAS11 SEPARATION SOLUTIONS INC.

AFFIDAVIT

Daniel E. Kenney/Karen Fellowes

OLA PIPER (Canada) LLP

Barristers and Solicitors

1000 Livingston Place

250 - 2h1 Street S.W.

Calgary, Alberta T213 0C1

Telephone: (403) 698-8704

Facsimile: (403) 213-4460

File No.: 66785-00016/DHK

AFFIDAVIT OF JAMES PAUL

Sworn on May , 2017

I. James Paul. of Calgary. Alberta. SWEAR AND SAY fILAT:

1 . I am the President of Walker McNeil Group of Companies (-W1VIGOC-). a technology

Consortium \\ hick connects investors with opportunities globally.

2. For many months. WMGOC has been working with West Mountain Environmental Corp

("West Mountain") in an attempt to find investment capital to fund them and would allow

them to move forward free of their debt obligations to their present lenders and creditors.

I n April I I. 2017. we entered into a Letter of Intent which described a transaction which

would see 57 million flow to West Mountain so that the current debt is retired ("the

Transaction").

C,\N 2-1 ,21 123 I

_ 2 _

4. Normally, a transaction like this would take 3-6 months to complete. However, the

parties have worked rapidly, based on their underlying relationships. By May 2, 2017,

WMGOC had identified a party who would act as the facilitator for the underlying

financing for the transaction. [hat party is Bright Mega Capital Corporation, based in

Markham, Ontario, whose principal is Mr. Bernard Jun fie. Attached and marked as

Exhibit "A" to this affidavit is a true copy of a binding MOU dated May 2, 2017.

5. On May 12, 2017, a further MOU was executed, identifying the source of the underlying

financing in China. For confidentiality reasons, I am unable to name the identity of this

source, but it is an established financing company based in Beijing, and based on my

knowledge of the industry, I believe they have the capacity and means to close the

financing. A redacted copy of the May 12. 2017 MOU is attached as Exhibit "lir to this

affidavit.

6. On May 18, 2017 a third MOU was signed with the Chinese investor acknowledging

their intent to complete the financing with Walker NcNeil. The May 18 MOLT is attached

as Exhibit "C" to this affidavit.

7 1 am personally travelling to China with 3 associates for meetings in Beijing on May 25.

26 and 27, 2017. It is my belief and expectation that based on the good relationships

between the parties and the rapid progress to date, we will be able to fund the transaction

and have monies in to West Mountain by June 30. 2017.

SWORN BIlFORIl, ME at CA (1-1 4-4- , this day of May, 2017.

Com uissioner for Oaths for the Province of

Alberta

Karen L. Fellowes

Barrister and Solicitor

Notary Public

Province of Alberta

CAN 2.1621 123 1

THIS IS EXHIBIT " Areferred to in the Affidavit of JAMES PAUL Sworn before me this day of IMpy kJ/ 2017

A Commissioner for Oaths/NotaryPublic In and for the Province of Alberta

Karen L. FellowesBarrister and Solicitor

Notary PublicProvince of Alberta

) Walker McNeil Group of Companies

635 6th Avenue S.W., Suite #500

Calgary, AB, T2P 0T5 BRIGHT MEGA CAPITAL CORPORATIONBRIGHT MEGA INTERNATIONAL LIMITED

25 Valleywood Drive Unit #17Markham, Ontario L3R-5L9

Memorandum of Understanding (the "MOU")

Made effective this 2nd day of May, 2017 (the "Effective Date")

AMONG:

Walker McNeil Group of Companies, a body corporate with an office in the Cityof Calgary, in the Province of Alberta, Canada ("WMGOC")

- and -

Bright Mega Capital Corporation, a body corporate with an office in the City ofMarkham, in the Province of Ontario, Canada ("BMC") Collectively referred to asthe "Parties"

WHEREAS WMGOC has a Letter of Intent ("L01") with West Mountain Environmental Corp("WMT") dated April 11, 2017 to initially invest $7.0 million CDN (the "Investment") intoCommon Shares ($2.5 mil lion) and Convertible Debentures ($4.5 million) — see Appendix "A";

AND WHEREAS WMGOC wishes to collaborate with BMC to bring in investors to fund theWMGOC Investment in WMT;

AND WHEREAS BMC has arranged investors (the "Investors") to provide the funding necessaryfor the Investment;

AND WHEREAS WMGOC and BMC acknowledge a desire to work together to provide deal flow,financing, partnerships and sales to jointly increase value of various target companies;

AND WHEREAS WMGOC and BMC wil l adhere to the terms of the signed Non-Circumvent andNon-Disclosure Agreement ("NCNDA"), wil l work together to protect each other's interests, andwill exhaust all options in working towards completion of the Investment in a timely manner;

NOW THEREFORE in consideration of the mutual exchange of promises hereinafter containedthe Parties hereby agree as follows:

1. The Fully Diluted ownership in WMT resulting from the Investment, including CommonShare purchase Warrants (140 million at $.05 per share) as outlined in the LOI and WMTCommon Shares purchased from Jereh Energy Services ("Jereh"),111111111111111111.0

regardless of thefact that the Investors are providing all of the funding for the Investment. See Pro FormaCap Table in Appendix "B";

2, BMC is responsible for finding investors, in China and Canada, to fund the Investment,for communicating with Investors, for operating the financing process, and for assistingI nvestors in conducting due diligence.

3. WMGOC is responsible for communicating with WMT and completing financial and legald ue diligence for the Investment, and for assisting BMC with Investors.

4. The Investment vehicle wil l be either a holding company, or directly through WMGOCand will be determined jointly by WMGOC, BMC and Investors.

5. WMGOC and BMC wil l work together to complete negotiations with Jereh for therepayment of their Convertible Bonds in WMT, purchase of their Common Shares ofWMT, and purchase of their operating equipment that was constructed for the purposeof deploying the WMT technology.

6. Investors, to be arranged by BMC, will provide funds for the Investment as follows:

b. $2,500,000 CDN for the purchase of WMT Common Shares from WMT treasuryat the price of $.05 per Common Share.

c. $4,500,000 CDN for the purchase of WMT Secured Convertible Debentures,convertible into WMT Common Shares at a price of $.05 per Common Share.

d. All of "a" and "b" and "c" in this paragraph will be shared in the proportions

outlined in paragraph #1 of this MOU.

8. Financing and due diligence related travel, hospitality and other expenses spent byWMGOC or BMC for the Investment (to a maximum of 1% of the Investment) wil l bereimbursed by WMT, and are not part of the financing fees outlined in paragraph 7.

9. The new WMT Board and Management appointments wil l include at least the following:a. James Paul, CEO of WMGOC, will be appointed CEO of WMT.

b. Investors will appoint a China side Controller/CFO of WMT publicly listed

company in Canada.

c. Gerry Mendyk, Director and CFO of WMGOC, wil l be appointed CFO/Controller

to jointly report to WMT Controller/CFO of WMT and be responsible for TSXV

reporting.

d. BMC to appoint the Senior Vice President of Sales of WMT

e. All other positions, as required, will be appointed by the nerply formed,eNac ip

management team of WMT.

f. Each of WMGOC, BMC and Investors will be entitled to appoint at least one

Director to the Board of WMT.

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10. The Investors wi l l have a right of first refusal on future financings of WMT, whether foracquisitions, mergers or any other capital requirements, subject to regulations of theTSX Venture Exchange. Such right of first refusal shall have a 30 day time limit.

11. After successful completion of the Investment, each of WMGOC and BMC may wish tobring other environmental related projects into WMT. Neither party is obligated to bringthose projects or technologies into WMT. To ensure no conflict of interest the Partiesw i ll seek mutual legal representation to ensure proper adherence to SEC, TSX and otherdomestic and international governing bodies.

12. If the Investment is not completed within 60 days, neither WMGOC or BMC wil l be liableto each other for any loss or expenses.

13. It is understood by both WMGOC and BMC that each other have other outside businessrelated holdings, which may or may not be incorporated into WMT or Holdco.

14. General Provisions:

(a) Notices. Any notice or other communication provided for herein or given hereunderto a Party hereto shall be in writing and shall be given by email as follows:

Walker McNeil Group of Companies (WMGOC)James Paul —[email protected]

Bright Mega Corp (BMC)Bernard Jun He [email protected]

(b) Successors and Assigns. This MOU is intended to bind and inure to the benefit ofand be enforceable by the Parties, and their respective successors, assigns, heirs,executors and administrators; provided, that neither Party may assign any duties orother rights hereunder without the written consent of the other Party.

(c) Waiver and Amendment. Neither Party may waive any of the terms or conditions ofthis MOU, nor may this MOU be amended or modified, except by a duly signedwriting referring to the specific provision to be waived, amended or modified.

(d) Entire Agreement. This MOU constitutes the entire agreement with respect to thesubject matter hereof, and supersedes al l other prior agreements andunderstandings, both written and oral, between the Parties.

(e) Confidentiality. The Parties hereto agree not to disclose any information about thiscooperation to any unrelated third party unless such a disclosure is required by lawsor ordered by a court or a government department of Canada. Even in such cases,the disclosing Party should obtain written consent of the other Party in advance ofthe disclosure about the information to be disclosed.

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(f) No Representations. Neither Party has relied upon any representations orstatements made by the other Party hereto which are not specifically set forth inthis MOU.

(g) Severabi l ity, Whenever possible, each provision of this MOU will be interpreted insuch manner as to be effective and valid under applicable law; however, if anyprovision of this MOU is held to be invalid, illegal or unenforceable in any respectunder any applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision, and this MOU will be reformed,construed and enforced in such jurisdiction as if such invalid, illegal or unenforceableprovision(s) had never been contained herein.

(h) Governing Law. This MOU shal l be governed by the laws of the Province of Alberta,without regard to its conflicts of law provisions.

(i) Lawyer's Fees. In the event that it becomes necessary to enforce any of the terms ofthis MOU, the prevailing party shall be entitled to his/her/its costs and reasonablelawyer's fees incurred therein.

(j) Headings. The headings of the sections herein are for convenience only, and shallnot affect the meaning of the provisions of this MOU.

(k) Counterparts/Electronic Signatures. This MOU may be executed in one or morecounterparts, each of which shall be deemed an original but al l of which shallconstitute one and the same instrument. For purposes of this MOU, use of afacsimile, e-mail or other electronic medium shall have the same force and effect asa n original signature.

IN WITNESS WHEREOF, the Parties have execute this Agreement as of the date above.

_______Walker McNeil Group of Compani 5---- /1

__.„------ --<-7-• 77,-- )7 '''„ 7 i

Per : James Paul

Bright Mega Corp

Per: Bernard Jun He

Appendix A:

\VLAIK C1' McNeil Group of Companies635 6th A.\ eime Suite

Cal gariv. A.13, 1":1P 15

April 1 1 , 2017

West Mountain Environmental Corp. (" \\'1\11'')137 FeMarchant RoadSt. John's NeVtibIllidlancl, A i C 12i-13Attention: Paul Antic, Chairman

Re: Non-binding Letter of Intent ("LUI'') to ln est

Dear Mr. Antic,

Walker McNeil Group of Companies f -A\dt,,Itioe• is a Canadian-based consortium

which is currently autarine best-in-class technologies and Intellectual Properryt various

industry experts. Oil A nas producing assets and international partners. The core team

has constantly been developing and evolving the strategy and relationships since

i nception in 2(115. and has four main objectives:

Change the economic: footprint of treating water through efficient, cost effective

remediation technologies, inidastructure and processes.

1.- Operate soil and tailings retnediation technologies.

Reduce environmental footprint and \\Litet 1. i,2,2 in oil A gas operations.

Commercialite specific enhanced oil recovery (LOR) technoloeies for increased

production and reduce (titer:nine costs wail a minimal em ironmental Ibotprint.

CM CC rs agrgres':,ls'clY pursuing it di\ ersilied stralegte pica to develop the group of

companies concept. through direct ownership positions in a variety of divisions.operating companies, technologies. engineering flints and international partnerships.

WI\J1T mould tit into the technologc Division to compliment other environmental and

FOR technologies thin WMGOC is in the process of securing.

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Vt'alker t't,1cNeit Group of Con-mai-tics ("WI'vii,I0C ) is pleased to present W:\ 1 1 this non-

binding 1,11.11 to invest tip to 2t 14,0 million Canadian into WMT pita"investment...). Our

pal is to complete the initial financing of 37.0 million Within a 90-day period, upon

satisfactory completion of legal and financial due diligence. satisfaction of all

conditions precedent. and execution of definitive agreements. Vote have Heady done

extensi\ a Fin- it '; and analysis of the Wtit,11- technology, operations and financial

position. however much more work_ needs to be completed bei0re vte are able to sign

definitive aurcements. WNIGOC's full intent is to complete the Investment. and return

Wi1vIT to a path of successful execution of its kusiness p1 In WNIT agrees to provide

Wi‘IGOC. a 30-day exclusive period to conduct due diligence and provide proof of

funds. If necessary. WMT and WNIGOC1 will negotiate, in good faith. subsequent

30-day extensions to complete the Investment. WMT agrees to "stand still" for a

period of 10 days. after which a further "stand-still" will be negotiated in good

faith.

The following is WNICIOC's understanding of the current ownership and financialposition or \VN1T:

\VMT currently has 53,970.-106 Common Shares issued and outstanding.

laraast shareholder is larch ldneruar Services owns

1 5.474.074 Shares representine. WHT

• 'Iho

.

2'"1 largest shareholder is Grant Kook f Oolden ()ppm-ninnies) with

12,917,333 Cotnunon Shares representinLi 23.01t; of WAIT.

• "flue 315 largest shareholder is Paul A mkt oiih 6,823.610 Common Shares (12.6'0)

The remaining, shares (18,755.389 or 34.8%) arc widely held.

%- insiders hold approximately S450.000 of Unsecured Convertible Debentures

bearing an annual interest rate of 10II11 and convertible into Common Shares at a

price of SOS par share.

• Jaren holds approximately 23.1 million USD in a Secured Convertible 13und.

uvhich had a maturity date of March 31, 2017. WMT seas unsucussful In

neo,otiatinil an extension of the maturity date. and .Terch has subsequently

demanded repayment in full with the cure period expiring April 7, 2017.

WMT has approximately 51.8 million in unsecured current liabilities comprised

of accounts payable, accrued liabilities, bank loans and income taxes payable.

WMT does not HVC access to financial resources to satisfy the hood payment,

current liabilities or to cover existing overhead and operating costs.

\\INIT has a monthly bum rate of approximately $162,000.

Prior to 'preparation and e\ceution of definitive agreements. MvICIOC requires

completion of the following conditions precedent:

• \VMGOC. acting e:Tuditiously. wi l l be allowed to approve ans form of press

release by \V II' regarding the P01 and the Investment proposal.

• \WvlGOC will execute a non-circumvent agreement with \VNIT. hollowing

verification of funds to close the transaction WNIGOC will he permitted to

negotiate direetly with Jerch on the acquistion of their Wi'.\-11. Common Shares,

repayment of the \V;\ IT Bond, and aenusition of equipment owned Is Jerch for

die purpose of employing Me WMT technoloay.

WMGOC and 1\ NAT management will negotiate settlement agreements with all

unsecured creditors owed more than S10,000 CDN.

✓ Agreements with the current Convertible Debenture holders to convert

outstanding principal and interest into Common Shares at a price or S.051share

concurrent \vith closing of the Investment,

An agreement for the following Board and Management appointees:

• James Paul as Director and CPO, replacing 'rim i\ lahoney;

o Gerry Mendyk as Sr. Vice President and CFO. replacing Paul Coombs;

• 1 Gostling as Director and Sr. Vice President for Asian Operations;

and

o Two Directors of WIP,IGOC to be determined prior to Closing.

';•-• \VVIT to use its best eiforis to negotiate agreements with outgoing- management to

waive jny 3C-N emcee eonlpcnset:oit.

Agreement to ions e the head oftice to Calaan, Alberni.

.1-he following table summarizes the Investment terms offered hy \VMGOC to \VMT:

Old Convertible Approximately 54.Pi0,000 CDN plus accrued interest related to

Debentures Unsecured Convertible Debentures held by insiders of \VMT

will he converted to Common Shares at $.05/share (9 million

share's).

Nev. Common \VbtGOC will purchase 50 million \\NI Common Shares

Shares from WIVIT Treasury at S.05,ishare for total consideration of

S2.5million CDN. To each common share purchased will be

artached with one Common Share Purchase warrant /

exereisbable at 00.05 per share.

New Convertible WMT will issue new Secured Convertible Debentures toDebentures WMCOC in the amount of 54.5 million CDN. which will

accrue interest at TN annually and be convertible into WMTCommon Shares at 5.05/share (90 million shares). To eachSecured Convertible Debenture unit will he attached with oneCommon Share Purchase warrant exTercisbable at 50.05 pershare.

New Warrants The total of 140 million ',varrants can be exchanaed. in wholeor in part. for W11v1T Common Shares along with payment of5.05.-sh.ire for total consideration of up to 57.0 Million. TheWaTTEMIS mill expire 24-months from the closing date ii notconverted into common Shares.

The terms on the repayment of WlvIT Bond held by Jcreli willbe negotiated by WMGC)C and WMT. WMGOC will alsoattempt to acquire the WMT Common Shares currentlyowned by jerch. Any repayment of the Bond still he iiindedby proceeds of the new Common Shares and new ConvertibleDebentures.

We look forward to working with you towards a successMI completion of theInvestment.

Sincere regards.-Walker McNeil E1rtah»,f Companies West Mountain Environmental Corp

Pci* lames Paul. Chairman and CCC Paul Node, Chairman

Accepted this 115 day of April, 2017.

THIS IS EXHIBITreferred to in the Affidavit of

JAMES PAULSworn before me this day of May A.D. 2017

A Com issioner for Oaths/NotaryPublic In and for the Province of Alberta

Karen L. Fellowes


Notary Public

Province of Alberta

Walker McNeil Group of Companies7710 5th Street S.E., Suite 100Calgary, AB, T2H 2L9

Memorandum of Understanding (the "May 12 MOU")

Made effective this 12th day of May, 2017 (the "Effective Date")

AMONG:

BRIGHT MEGA CAPITAL CORPORATIONBRIGHT MEGA INTERNATIONAL LIMITED

25 Valleywood Drive Unit #17Markham, Ontario L3R-5L9

Walker McNeil Group of Companies, a body corporate with an office in the Cityof Calgary, in the Province of Alberta, Canada ("WMGOC")

- and -

Bright Mega Capital Corporation, a body corporate with an office in the City ofMarkham, in the Province of Ontario, Canada ("BMC") Collectively referred to asthe "Parties"

WHEREAS WMGOC has a Letter of Intent ("L01") with West Mountain Environmental Corp("WMT") dated April 11, 2017 to initially invest $7.0 million CDN (the "Investment") intoCommon Shares ($2.5 million) and Convertible Debentures ($4.5 million);

AND WHEREAS WMGOC has an MOU with BMC, dated May 2, 2017 ("May 2 MOU"), for BMCbring in investors to fund the WMGOC Investment in WMT;

AND WHEREAS BMC has arranged for

i nvestor and provide the funding necessary for the Investment;

AND WHEREAS WMGOC and BMC acknowledge that further discussions are required to finalizeterms between WMGOC, BMC and Netrain;

to be the

AND WHEREAS WMGOC and BMC and 1111.11. will adhere to the terms of the signed Non-Circumvent and Non-Disclosure Agreement ("NCNDA") between each Party, and will worktogether to protect each other's interests, and will exhaust all options in working towardscompletion of the Investment in a timely manner;


1. BMC has a past relationship withalliliand has had extensive discussions with themto become the Investor in the WMGOC/BMC May 2 MOU;

2. BMC has disclosed the terms of the May 2 MOU to

3. 1111Nas been, and will be, conducting due diligence on WMT.

4. 1111110pas requested WMGOC and BMC to attend meetings in China to discuss andfinalize the Investment, including a site visit and demonstration of the WMT equipment.

5. WMGOC and BMC will work together to complete negotiations with and toattend meetings in China at eillat earliest convenience.



Walker McNeil Group of Companies (WMGOC)James Paul —[email protected]

Bright Mega Corp (BMC)

Bernard Jun He - [email protected]



(d) Entire Agreement. This MOU constitutes the entire agreement with respect to thesubject matter hereof, and supersedes all other prior agreements andunderstandings, both written and oral, between the Parties.


(f) No Representations. Neither Party has relied upon any representations or

statements made by the other Party hereto which are not specifically set forth in

this MOU.

(g) Severability. Whenever possible, each provision of this MOU will be interpreted in

such manner as to be effective and valid under applicable law; however, if any

provision of this MOU is held to be invalid, illegal or unenforceable in any respect

2

under any applicable law or rule in any jurisdictioti, such invalidity, illegality or

unenforceability will not affect any other provision, and this MOU will be reformed,

construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable

provision(s) had never been contained herein.

(h) Governing Law. This MOU shall be governed by the laws of the Province of Alberta,

without regard to its conflicts of law provisions.At,

) Lawyer's Fees. In the event that it becomes necessary to enforce any of the terms of

this MOU, the prevailing party shall be entitled to his/her/its costs and reasonable

lawyer's fees incurred therein.

(j) Headings. The headings of the sections herein are for convenience only, and shall

not affect the meaning of the provisions of this MOU.

(k) Counterparts/Electronic Signatures. This MOU may be executed in one or more

counterparts, each of which shall be deemed an original but all of which shall

constitute one and the same instrument. For purposes of this MOU, use of a

facsimile., e-mail or other electronic medium shall have the same force and effect as

a n original signature.

I N WITNESS WHEREOF, the Parties have execute this Agreement as of the date above.

Walker McNeil Group of Cornpanies

Per :L- r

Bright Mega Corp

James Paul

Per: Bernard Jun He

3

THIS IS EXHIBIT Creferred to in the Affidavit of

James Paul Sworn before me this (5 day of May A.1 2017

A CoriYfa issioner for Oaths/NotaryPublic In and for the Province of Alberta

Karen L. Fellowes


Notary Public

Province of Alberta

Walker McNeil Group of Companies635 6th Avenue S.W., Suite #500

Calgary, AB, T2P OT5

Memorandum of Understanding (the "MOU")

Made effective this 18th day of May, 2017 (the "Effective Date")

AMONG:

Walker McNeil Group of Companies, a body corporate with an office in the City

of Calgary, in the Province of Alberta, Canada ("WMGOC")

- and -

Bright Mega Capital Corporation, a body corporate with an office in the City of

Markham, in the Province of Ontario, Canada ("BMC")

- and -

China

("NTC"); Collectively referred to as the "Parties"

WHEREAS WMGOC has a Letter of Intent ("L01") with West Mountain Environmental Corp

("WMT") dated April 11, 2017 to initially invest $7.0 million CDN (the "Investment") into

Common Shares ($2.5 million) and Convertible Debentures ($4.5 million) — see Appendix "A";

AND WHEREAS WMGOC wishes to collaborate with BMC to bring in investment dollars to fund

the WMGOC Investment in WMT;

AND WHEREAS BMC has arranged investors (the "Investors") named alfaMilfaigir

imummommimmoummomas to provide the funding necessary for the

I nvestment;

AND WHEREAS WMGOC, BMC & NTC acknowledge a desire to work together to provide deal

flow, financing, partnerships and sales to jointly increase value of various target companies;

AND WHEREAS WMGOC, BMC & NTC will adhere to the terms of the signed Non-Circumvent

and Non-Disclosure Agreement ("NCNDA"), will work together to protect each other's interests,

and will exhaust all options in working towards completion of the Investment in a timely

manner;

AND WHEREAS NTC wishes to finance the entire WMT takeover pending completion of due

diligence;

1

r


1. The Fully Diluted ownership in WMT resulting from the Investment, including CommonShare purchase Warrants, Options, Warrants and all other financial instruments to benegotiated within 14 days. Also BMC and WMGOC will adhere to the MOU duly signedon May 2nd, 2017.

2. BMC is responsible for finding investors, in China and Canada, to fund the Investment,for communicating with Investors, for operating the financing process, and for assistingI nvestors in conducting due diligence.

3. WMGOC is responsible for communicating with WMT and completing financial and legald ue diligence for the Investment, negotiated the terms with the Board of Directors ofWMT, sourced the necessary sales model and clients in several countries, completedfinancial modeling of the takeover and for assisting BMC with Investors.

4. The Investment vehicle will be either a holding company, or directly through WMGOCand will be determined jointly by WMGOC, BMC and NTC.

5. Investors, to be arranged by BMC, will provide funds for the Investment as follows:

per share, subject to negotiation and agreement by Jereh.b. $2,500,000 CDN for the purchase of WMT Common Shares from WMT treasury

at the price of $.05 per Common Share.c. $4,500,000 CDN for the purchase of WMT Secured Convertible Debentures,

convertible into WMT Common Shares at a price of $.05 per Common Share.d. All of "a" and "b" and "c" in this paragraph will be shared in the proportions

outlined in paragraph #1 of this MOU.

6. The new WMT Board and Management appointments will include at least the following:a. James Paul, CEO of WMGOC, will be appointed CEO of WMT.b. Investors will appoint a China side Controller/CFO of WMT publicly listed

company in Canada.c. Gerry Mendyk, Director and CFO of WMGOC, will be appointed CFO/Controller

to jointly report to WMT Controller/CFO of WMTd. BMC to appoint the Senior Vice President of Sales of WMTe. All other positions, as required, will be appointed by the newly formed executive

management team of WMT.f. Each of WMGOC, BMC and Investors will be entitled to appoint at least one

Director to the Board of WMT.

7. The Investors will have a right of first refusal on future financings of WMT, whether foracquisitions, mergers or any other capital requirements, subject to regulations of theTSX Venture Exchange. Such right of first refusal shall have a 30 day time limit.

2

8. After successful completion of the Investment, each of WMGOC and BMC may wish tobring other environmental related projects into WMT. Neither party is obligated to bringthose projects or technologies into WMT. To ensure no conflict of interest the Partieswill seek mutual legal representation to ensure proper adherence to SEC, TSX and otherdomestic and international governing bodies.

9. If the Investment is not completed within 30 days, neither WMGOC, NTC or BMC will beliable to each other for any loss or expenses.

10. It is understood by both WMGOC and BMC that each other have other outside businessrelated holdings, which may or may not be incorporated into WMT or Holdco.



Walker McNeil Group of Companies (WMGOC)James Paul — jamesOwalkermcneil.com

Bright Mega Corp (BMC)Bernard Jun He - [email protected]

1111•10111111111M111Pallar- Founding Partner



(d) Entire Agreement. This MOU constitutes the entire agreement with respect to thesubject matter hereof, and supersedes all other prior agreements andunderstandings, both written and oral, between the Parties.


3

1

(f) No Representations. Neither Party has relied upon any representations orstatements made by the other Party hereto which are not specifically set forth in

this MOU.

(g) Severability. Whenever possible, each provision of this MOU will be interpreted in

such manner as to be effective and valid under applicable law; however, if any

provision of this MOU is held to be invalid, illegal or unenforceable in any respect

under any applicable law or rule in any jurisdiction, such invalidity, illegality or

u nenforceability will not affect any other provision, and this MOU will be reformed,

construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable

provision(s) had never been contained herein.

(h) Governing Law. This MOU shall be governed by the laws of the Province of Alberta,

without regard to its conflicts of law provisions.

(i) Lawyer's Fees. In the event that it becomes necessary to enforce any of the terms of

this MOU, the prevailing party shall be entitled to his/her/its costs and reasonable

l awyer's fees incurred therein.

(j) Headings. The headings of the sections herein are for convenience only, and shall

not affect the meaning of the provisions of this MOU.

(k) Counterparts/Electronic Signatures. This MOU may be executed in one or more

counterparts, each of which shall be deemed an original but all of which shall

constitute one and the same instrument. For purposes of this MOU, use of a

facsimile, e-mail or other electronic medium shall have the same force and effect as

a n original signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above.

Walker McNeil Groan-6f ComrinieS

Per : C

Bright Mega Corp /

Per:

James Paul

Bernard Jun He

4

Appendix A:

\\"a. l l,:cr Nle cil,th

( 1 1 ,[er\ . 12.1)(1 1

'[ pril 1 1 . 2(1 1 7

"[.Vest M' ountain En'i ironmental Corp. r2n,\ M 11 eNlarehant Road

[. lohn[s [Netviounellaml. \ 21 1:3°,ttention: Antic. Chairman

:-‘‘ton-bintinm, Letter of Intent(-1,01-) to Invest

)ear \Ir. \title_

alker McNeil Clomp of Companies 1 4L M(10(2-1 k a t [inadiandmsed consortium

inch is clirrernb, [iquirimi, hest-in-class technolo[lies and Intellectual Property. -,,erions

[Ithistr\ eyperts. oi l ,as prOdtle11111 assets end international partners. 1 lie core team

as constantly been des,cloping and e ()Ivne, the stratc[ly relationship[; since

mception in 101: . and lies our main ol-necti‘ es:

• ( home the eel/non-11c 1ootprint trealin[2. ater throtic.h cl licirnt. Lost rtTcctiye

emcdietion inftmstructure end proces,es.

- ( 1perate and tailinus remettiation teclmolome[;.

is[educe .211.N11"011111CIllal 1'00[pr-1111 and \titer 111,1_111C in i.111 (11:_

- ( ornmercialiie sspeci lie enhanced oil iveo\, ery [1Z1 technoltn.nes ror increased

,roduclion and reduce operaunc[ \\nit a minimal ellN11'nnillen[al 1 )(11p111-11.

\[1(;0(2 is [teeressiNelY pursuing a diversified [drateltic plen to de% chin the slrours of

ompames concept. Mrounh direct onnership positions 1 11 ,11'1121N. H diiisious.

,[peratinta companies. ieLlmoloLnes, euteinee ino [inns and mternational par tnerships.

's M' r \\ ould lit into [he technoloirs, Dit ision to compliment oilier ens [ronmental and

I I )R1eLlinolome[., that WIN1(1(21( ' is in the process; [,1 securnw..

5

Jroup ut Compante ( is pleased to pre,cnt NI I !his rutn-

ndni0 L( to ill\ i2i4 up to s I 4 1 million Ctinaction into A6\1 1 t tlw t:stment 1. (lot

w l N lit toimpletc the. 11MMl timmuml or 1 million isuWm toil. upon

tiNtimory completion of ind financial due dilicencc. ,atislttunai of al l

m ditions precedent, and (.3,ccution of t lefinni\ [LII-cciiicnts. 4kc hoc ,ready done

'stens! \ 1 .3\ i031 and analysis of the %V NI tcchno10,..n. operations and Financial

ooMton. hot\csor much more ̀ .‘01k meets to he. completed hclirrc ssc ttre able to aeon

i i.:11 -111110\ \A Al( ti( Ki - ti 111 1 1 intent is to complete die hisc,ament. and MUM

N I I to ;1 path of succes,lii i c\cetnion of Jr, business plan. \‘.7\FF agrees to provide

31GOC: a 30-dav exclusive period to conduct due diligence and pros ide proof of

I F necessary, V1, NIT and \\INIGOC ill negotiate. in good faith, subsequent

0-alas extensions to complete the Ins estment. AV 1T agrees to "stand still" for a

ocriod of 10 days, after which a further "stand-still- hill be negotiated in good

o tollo\\ in(3 41(.1()(.. ttndcrstmdimc of the current ms rter lltp arid IlntlncialPosition of 'A V I :

N I I currently has i',33) 70.4('0 I ommon ̀.)hares issued runt outstandint3.

- t he 1,1r2c;t ,Mar(2holder is torch I 'nerE. , 1ci ices (".1creh-) \\ Inch (mils

Shares representiml ?.8.'", of 44/M1 .

I he 21H It roost shareholder is ;rant kook t( (olden ( )pportunitiesi kit

( 7.3:,3 Common ,•,Mires representing 23.1"o of \\," 41 1

l ie .3' lartle t -iharcholder is Paul Antic \\ tth n.823.010 Common )

lac renitimintl Mitres 1 18.7‘ru',.3;',9 or 3448",) arc 'A idols held.

i nsiders hold mprovintitek 1410,100 of I mei...tired C (ai cruhle Debentures

h 11 112 1111 annual interest rate of I lf 4, and comet-Mlle Into I ̀ !n ion 5httres tit a

o nce 01 '015 OLT

lerch holds apnro\imincb. million I 'II) in a L,ectired Cons ernhle Bond,

k Inch had a nrtturtty dale of larch 31. 3117 44 \I 1 tsars immccesLMil in

is2ottattal tut extension of the maturity date. and torch has stalscquentl\

lemanded repa\ mein in Hall ss ith the c ure period (Ai-maim :Apri l 7, 2017,

\ I I has 111)PrO \111111i1letY 111. 1 .N million in unsecured current liabi lit ies comprised

accounts pas able. accrued l iabilities. bank loans and income ta.ses payable.

N I I does 1101 hays to lit -fl int:till resources to atisft the Bond pas 111001.

t it rcot l iabi lities or to cover exiting oycrhoad tad operatiml costs.

N I I has a monthly hum rate of approximately 1112. 110.

6

Prior to prt(pnration ,ind aureounents. \,\ iLquirc(-,

ninpleholi i(f folio-0. 1112 Londitions precedent:

MGOL. expedition(,1\ \k, tu ippro,,c Hun uf pr,,

1VM1 rcLtardine the LOI and lhe Inve,tment propi,,ad.

1\.N.1(10( tt \ccute a non-circum \ ent ii(Jrcement t-t \,1 M

21.1 1 -1(-:[111011 uh i111-1(}-1 10 clu,c 1 11L1 1n11111[1l111011 Ri(( •:( ht2 p(11-11-1 111C(1 tn

-(L ith terch on the actinistion ot their Cornittudi Share(;.

..epio ment of th(: \\'[\ i f Ibind. und acqusition ut equipinent uttnud lerch tor

, he purp(he of einplo>. int, Wc W\1 1-

\kif K' und 11 Mfl inatuoleinent ü i11 neDniate ,,ettlement aurecinents ail

(1),;ectired creditor; o\L ed more than S10.0(111CD1N.

(2rcemenis ttith the carrent Lunt ertible )ehenturc holder,; to con\ ert

anstundinu principal and interest into t -ionnion Sharcs ai nricc

((neurrent \\ ith clo ttiu ui the Int eqnicro.

iturcement 1 -or the tollim inul3oard ind Miumgcment (ippointec(;:

(antes Paul is Director und CLU. rcplacintz I im lalionc\

;urry \lcr l\ I. as Sr. Vice President and Ch0. replacinil Paul Coutil Ils:

I (inv Director and Sr. Vice President fur Operations:

nid

,(() Director; of \\- 1\1(it K' to he deterinined prior w t_ 10-an tl,

:(,\, Mt tu hest cl forts fo fic(lottute .rwrcenieros ti ith munio2cnient io

(.n\ erance compen(sittion.

.2.reement lu niot e ihc hcud oi t-tee tu Lali2arv Iherta.

l ie 1011o\\ iup t,iblc .,urnmarizes the lun estment ternis offered lu 11M 1 :

( ild t'ont pproxirnatel 5-1-51)(11)() ('i)N plu'; itecutied interest rL(lated to

)L(lientures iHccured Lon\ crtihle Delenttires held h\ intiidcrs ut \\-

-) he Lon\ erted tu Common Shares at S.115 ,hare ( `) million

l'ares).

(1111111011 \1\,1(i1W ititl purchase :-(0 mi l l ion WM 1 Commun Shares

r im \,1..M I rcasur\ at S.(15 share lun total colhadcration uf

-̀)2.5 million L I)N. I u ciich cornillon shore purchased he

taCh12(.1 \Vit h une l'ornnion -dune Purillase ;If n'in!

su,msi pc~r Hure.

7

New Convertible WiqF will issue new Secured Convertible Debentures to

Debentures WMGOC in the amount of S4.5 million CDN, which w dl

accrue interest at 8 annually and he convertible into WIN/1f

Common Shares at $.05/share (00 million shares). ro each

Secured Convertible Debenture unit will he attached with one

C001111011 Share Purchase warrant exercishahle at 50.05 per

New Warrants 1-he total of 1 40 million warrants can be exchantted. in whole

or in part. fOr WM F Common Shares alone- with payment of

3.05/share for total consideration of up to 57.0 Million. Ilse

Warrants will expire 24-months from the closimi, date if not

()mated into common Shares.

1 he terms on the repayment of WMT 13ond held by .Icreh will

he netlotiated by WMGOC and WMT. WMGOC will also

atempt to acquire the WiYIT Common Shares currently

owned by Jerela Any repayment 01 the Bond will he funded

by proceeds of the new Common Shares and new Convertible

Debentures.

We look forward to working with you towards a successful completion of the

1n, eminent.

oncei'e re,(zarck.

A ker McNeal (aroma o,1 Companies West Mountain Environmental Corp

r: James Paul. Chairman and CIA) (laid Antic, Chairman

\ccepted this I I day of April. 2017.

8

1701-06527 COURT NUMBER COURT COURT OF · PDF fileExhibit "A" to this affidavit is a true copy...

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Transcript of 1701-06527 COURT NUMBER COURT COURT OF · PDF fileExhibit "A" to this affidavit is a true copy...