8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Amendment 1

CURRENT REPORT 17

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1, 2017

SOLAR QUARTZ TECHNOLOGIES CORPORATION 

(Exact name of registrant as specified in its charter)

Colorado	None	27-2888719
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer  Identification No.)

21 Waterway Avenue, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (281) 362-2725

Vanguard Energy Corporation

2 Blvd. Place, Suite 600

1700 Post Oak Blvd.

Houston, Texas 77056

(Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement

On July 1, 2017, Vanguard Energy Corporation (the “Company”) acquired all of the issued and outstanding shares of common stock (122 shares) of Solar Quartz Technology Limited (“SQTNZ”), a New Zealand corporation, for a total consideration being satisfied by the issue of 213,402,755 shares of the Company’s common stock. SQTNZ was acquired from Solar Quartz Technologies, Inc. (SQTI), a Nevada public corporation, which owned 100% of the SQTNZ outstanding shares. SQTNZ has had no financial operations, but rather has been a holding company for the ownership of mineral leases in North Queensland, Australia. The leases cover land containing extensive deposits of High Purity Quartz Silica (“HPQ”). The rare HPQ assets are essential as a feedstock for the production of High Purity Quartz Sand, necessary in the first stage production of all Photovoltaic Solar panels, Semi-conductors and all high-end electronics. The Company acknowledged in its purchase of SQTNZ that the estimated fair market value of the deposits is approximately $530 million based on independently prepared evaluations.

The Leases - In 2016 SQTNZ acquired title to the leases as its sole assets. SQTNZ acquired the leases by issuing 122 shares of its common stock to the prior owner of the leases. The mineral formations that are of interest are known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239), all located in North Queensland, Australia (the “Leases”). These Queensland government leases were applied for in November 2012, are valid for 15 years from that grant date, are subject to renewals, and cover an area totaling approximately 308 acres. Upon development, the Company will have to pay a royalty of circa 2.5% of revenues in excess of $1.5 million per year plus annual statutory fees and environmental bonds (to be confirmed with the statutory authority.

In Australia the Australian nation owns essentially all minerals which are administered by Authorities in each Australian State or Territory. In 2012 an Exploration Permit for Mining (“EPM”) was issued, which gives the grantee the right to do exploratory work to determine the physical and economic viability of a mineral deposit. The grantee may then apply for an actual Mining Lease and make further application for granting of the Mining Leases to enable operations to proceed in respect to the Leases. SQTNZ is a holding company for Leases collectively known as Quartz Hill and White Springs. An independent engineers report (to AusIMM JORC standard) concluded that the Quartz Hill leases hold deposits estimated to contain approximately 14 million tons of 99% pure High Purity Quartz (SiO2) or “HPQ”. An additional approximately 1 million tons has been identified in a similar independent report at the White Springs location nearby. The 5 Leases described above were secured by Holding company SQTNZ and Granting processes are expected to conclude within 6 months. The lease agreements grant the holder of the Leases the right to exploit those minerals. The lessee is required to file an annual report outlining what work, if any, has been done during the report period and pay a nominal filing fee associated with that filing. These requirements are current for the subject Leases held through SQTNZ. Together, the two deposits are estimated to contain proven reserves in excess of 15 million tons of HPQ feedstock, which is in high demand in the marketplace to enable production of High Purity Quartz Sand (HPQS), the final product used in PV solar panels and other high-end electronic devices.

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Mining Activity – We are in the development stage on the leases. Except for development of mining plans, no physical work has taken place on the Leases. Prior owners of the Leases spent considerable time and resources developing a mining plan that includes such considerations as building access roads, performing more exploratory tests to more completely define the deposits, build on-site infrastructure, consideration for handling overburden, post-mining restoration, management of environmental issues, etc. They completed those efforts by negotiating a contract with a major professional mining company to execute all mineral extraction and cleaning activities and delivery of field- cleaned quartz to the Company’s planned Pre-Processing Facility for a fixed cost per ton. The mining company will extract the HPQ and clean it onsite for a fixed fee of approximately $100 per ton delivered to the proposed pre processing factory and coastal port in Townsville Queensland. These materials can be used in many end products and opportunity for revenue generation by the Company. The Company plans to have the HPQ delivered to the Company’s planned pre-processing factory where further cleaning and upgrading will occur. The Company will not be directly involved in any onsite mining efforts. World prices for HPQ can range from $150 per ton and above.

The leases are accessible by existing public roads to the sites and detailed mining operation plans have been prepared by an independent mining company that is prepared to perform all mining operations and deliver cleaned HPQ to SQTNZ’s pre-treatment factory that the company plans to build at Townsville, Queensland, Australia.

Pre-Processing Factory The Company plans to build a pre-treatment factory in Townsville, Queensland, Australia that is estimated to cost about $10 million for construction and working capital. The HPQ will be shipped from the mine site to the new Townsville pre-treatment factory for low-cost preparation involving high pressure washing, crushing and sizing, ready for shipping to international markets. The Company’s management team is confident that it can re-establish previous orders for output from the pre-treatment factory that were originated by prior owners of SQTNZ’s Leases. These prior orders totaled US$ 100 Million in addition to orders from China and several other new emerging markets that require basic HPQ for their own “value adding” production centers. The planned new Townsville factory will provide a base for international sales operations focusing on generating high volume HPQ sales revenues from largely unprocessed quartz. While the Company considers generation of early sales revenues is a vital function, the Pre-Processing Factory will also produce “SQ5”, which is feedstock for the Company’s planned new Commercial Scale High Purity Quartz Sand (“HPQS”) Factory to generate sales into the solar, semi-conductor and all high-end electronics markets. The Townsville factory is designed with more than enough production capacity to meet both SQ5 feedstock and low-end production demands. This material sells on the world market for $2,000per ton and above with an estimated total cost of about $400 per ton for the Company to deliver SQ5 in Townsville.

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High Purity Quartz Sands Production Factory – Subsequent to building the Pre-Processing Factory, the Company plans to seek an additional $28 million to build and operate a commercial scale HPQS production factory to further process the SQ5 HPQ feedstock in order for it to become suitable higher purity grades for use in the manufacture of Photovoltaic solar panels and high end microchips. This factory will initially focus on manufacturing Solar Grade, or Crucible Grade HPQS products to world standard purity grade HPQS, for supply to all high-end electronics manufacturers. The Solar industry utilizes the grade known as SQ7 HPQS extensively. This operational segment requires almost spotless production facilities and high-tech Clean Rooms, to insure ultimate high purity standards in the production process. The company plans to assemble a technical team that has previously proven its ability to meet these standards and successfully achieve appropriate production quality for solar and crucible grade HPQS. This factory will purchase high-level refining equipment for the facility upgrades in order to produce a product known as “SQ9” semi-conductor grade HPQS. This grade of HPQS is the highest purity and yields the largest profit margin. It is extensively used in various semiconductor industry applications and has consistent market demand. Semi-conductor grade SQ9 requires SQ7 solar grade HPQS as essential feedstock to enable manufacture of SQ9 semi-conductor grade. World markets for SQ9 is in the range of $12,000 per ton and above. The company estimates its total cost will be about $3,000-$3,500 per ton to produce.

Funding Plans - The Company is currently preparing documentation to solicit new equity or debt capital in the amount of approximately $10 million and $28 million respectively to build and provide working capital for the pre-processing factory and the HPQS processing factory, both planned to be located in Australia. Management is highly optimistic following strong indications from the Australian Federal Government's Clean Energy Fund ($ One Billion) that the Fund may facilitate most, if not all, of the funds required for the first stage funding requirement of $10 million to build the Pre-Processing Factory. Further, they may also assist with the second stage funding of US$28 million required to build the high tech HPQS production factory planned to be developed concurrently with the Townsville based Pre-processing factory. These fundings are not in place at this time, but we are optimistic that we will receive a positive outcome based on important high-level discussions with the Director/CEO of the Clean Energy Fund in Brisbane, Australia. However, it should be noted that there are other funding initiatives available to SQT that we are pursuing and we have a high level interest from several major venture funds in the USA. The acquisition of SQTNZ by Vanguard Energy will greatly enhance the prospects for SQTNZ’s success for completion of these prospective US$38 million capital fund raising initiatives.

High Purity Quartz Sand (HPQS)– Essential Component in PV Solar & all High-end Electronics including Semi-conductors. High Purity Quartz (“HPQ”) and HPQ Sands (“HPQS”) are extensively used during the manufacturing of mono-crystalline silicon, through the Czochralski process, in crucibles in which silicon ingots are produced for use in manufacturing PV solar cells and many other high tech electronics, and semi-conductors. HPQ is the only preferred material for this process and the essential crucibles, as it shares the same element (Si) and is almost non-reactive, assuring high quality silicon ingots. Apart from this, High Purity Quartz (HPQ) also finds primary applications in advanced lighting, telecom, optic and microelectronics industries. HPQS powders are required for Epoxy molding compound (EMC) used in the manufacture of most electronic semiconductors and is a fast growing sector which includes auto electronics for the rapidly expanding development of self-drive and electric automobiles.

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HPQS is a critical material necessary for the successful manufacture of Photo-Voltaic (“PV”) Solar panels, Semi-conductors, and other high-end electronics, all of which cannot be manufactured without adequate supplies industry-standard HPQS.

HPQS is an essential primary material for the manufacture of:

· Photo-Voltaic (PV) solar panels

· Semi-conductors

· All High-end electronic products

· Fiber Optical cables

· Halogen Lamps

· HD and LCD television screens.

· Epoxy Mounding Compounds (EMC)

For three (3) years a technical team affiliated with the principle original shareholders of SQTNZ worked at a HPQS test facility, with two of the world's leading HPQS experts from the US and Germany. They developed advanced new refining and processing techniques for manufacture of commercial grade purity and commercial quantities of HPQS from the Company’s high purity quartz silica deposits, on the Leases located in North Queensland, Australia. One of these experts directly established two (2) of the other three global factories capable of producing HPQS and is available to establish the new SQT HPQS processing factory. There is always a global shortage of adequate supplies of industry standard HPQ and HPQS. Many businesses have failed as a direct result of supply shortages of HPQ and HPQS. Industry requirements for HPQS are not limited to the solar and electronics marketplace. There is also extensive usage in a broad cross-section of high-tech industries whereby the core stability of HPQS at extreme high temperatures is a vital necessity for the successful production of Semi-conductors as but one example.

Management believes the most valuable asset coming to the Company is access to the Technical Team described above, who have a rare ability to actually produce HPQS, since the majority of silica companies have repeatedly failed in their attempts to produce world standard quality and high purity HPQS.

Completion by Vanguard of the asset purchase of SQTNZ is in the best interest of the Company’s shareholders by providing the company with a potentially very profitable operational business in the booming solar energy field. This transaction has the effect of transforming Vanguard from a non- operational, non-asset owning, dormant shell corporation into a fully operating company.

Following its acquisition of SQTNZ, the Company changed its name to Solar Quartz Technologies Corporation and its public trading symbol to “SQTX”, both cleared by FINRA.

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Management - In connection with the acquisition of SQTNZ, the following persons were appointed directors of the Company and will now join Warren Dillard, current CEO and CFO and Steven Powers, the current Secretary:

Roger T. May (71) - Mr. May has extensive international business experience over the last 40 years. He resided in the USA for 22 years, returning to Australia in September 2001. He is a recognized expert in "start-up" enterprises from inception to fully operational commercial ventures. He is regarded as an excellent corporate leader and successful achiever. He overcomes obstacles with great ability, tenacity, flexibility and creative initiative. Mr. May is regarded as an acknowledged visionary and creator combined with strong implementation skills. His capital raising skills have yielded tens of millions of dollars. Mr. May has been the Founder, Chairman & CEO of five (5) publicly listed companies in USA and Australia. He resided in the U. S. for 22 years, where he founded several high-tech. communications and mineral resource development companies. He is presently focused on global commercialization of primary component material essential in manufacture of PV Solar panels, Semi-conductor, and all high-end electronics in the USA and Australia.

David A B Halstead (70) – Mr. Halstead has been a director since July 1, 2017. David has a wide range of corporate, secretarial and trusts experience, in both offshore and onshore companies. In 1973 he became a partner in a local chartered accounting firm and in 1984 a principal in the Hong Kong office of Coopers & Lybrand [now PWC] specializing in international corporate and secretarial services, and offshore tax structures. Upon his return to Auckland in 1994, he established and operated, several integrated medical centers, a surgical hospital in Auckland and a state of the art diagnostic center. He then spent 3 years working with World Vision fund raising for its micro finance arm “Vision Fund” involved with the capitalization and establishment of Vision Fund Cambodia. Reflecting his interest in health care delivery, in 2003 to this day, he became, and is a Trustee of the New Zealand based international medical aid charity, Medical Aid Abroad. Since 2006, David has acted as a director, company secretary and treasurer for a group of international clients. Contemporaneously he established and operated, until recently, a unique world-first web based joint venture service for the New Zealand Government processing immigration medicals online in a secure platform through a company called NZimed Limited. He is a director of an immigration sector “lead generation” company, Leadgen Matrix Ltd, Business Epic Ltd, a company focused on assisting baby boomer SME owner operators maximize their business exit strategies and value, and Asia Capital (China) Ltd, a NZ registered Financial Services Provider facilitating investment into Australia and New Zealand. He is a director of several Hong Kong and Singapore companies as well as other NZ entities. Mr. Halstead was educated at Kings College, Auckland, the son of a former New Zealand Cabinet Minister and diplomat. He is a graduate of the University of Auckland with a Bachelor of Commerce and further qualifications in accounting and taxation.

Michael Selsman ((80) – Mr. Selsman is a Principal of Public Communications Company, Beverly Hills, CA, representing publicly traded companies as a consultant in both public relations and investor relations. He also conducts research and writes due diligence reports for brokerages, public and private companies (www.publiccommunicationsco.com). He is also a partner in Troika Publishing Media, a digital new media company.

Mr. Selsman has held public relations and publicity positions with 20^th Century Fox, Paramount Pictures and Artists Agency Corporation (now ICM), representing such entertainment celebrities as Judy Garland, Marilyn Monroe, Peter Sellers, James Stewart, among others. He has also represented authors including Truman Capote, Ronald Dahl and others. He has also advised political campaigns of Diane Feinstein, U.S. Senator from California and others.

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Articles of Incorporation Changes: On July 3rd, 2017 shareholders owning a majority of the Company’s outstanding shares of common stock approved the following amendments to the Company’s Articles of Incorporation.

* The Company’s name was changed to Solar Quartz Technologies Corporation

* The Company’s authorized capitalization was increased to 500,000,000 shares of common stock and 10,000,000 of preferred stock. Commitments were made by the Seller of SQTNZ, who is now majority shareholders of the Company, to increase the previous Vanguard Energy shareholders issued and outstanding shares from 1,002,134 to 11,023,474 shares for each VNGE shareholder proportionately. Essentially, the VNGE shareholders will receive ten new shares of the Company’s common stock at no cost for every one share of VNGE common stock currently owned by them.

The name changes and new trading symbol of SQTX become effective on the over-the-counter market upon a July 21, 2017 clearance by FINRA.

Item 2.01. Completion of Acquisition or Disposition of Assets.

See Item 1.01 of this report.

Item 3.02. Unregistered Sale of Equity Securities.

See Item 1.01 of this report.

Item 5.01. Change in Control of Registrant.

See Item 1.01 of this report.

Item 5.02. Election of new Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

See Item 1.01 of this report.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See Item 1.01 of this report.

Item 5.06. Change in Shell Company Status.

See Item 1.01 of this report.

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SIGNATURES

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.

	SOLAR QUARTZ TECHNOLOGIES CORPORATION
Date: October 3, 2017	By:	/s/ Warren M. Dillard
		Warren M. Dillard, President and Chief
		Executive Officer

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Exhibits:

3.1	Articles of Amendment
3.2	Certificate of Correction
10.1	Acquisition Agreement
99.1	Quartz Hill Reserve Report
99.2	Quartz Hill Development Plan
99.3	White Springs Reserve Report
99.4	White Springs Development Plan

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EX-3.1

 EXHIBIT 3.1

 

 

 

EX-3.2

EXHIBIT 3.2

 

 

 

 

EX-10.1

EXHIBIT 10.1

ASSET ACQUISITION AGREEMENT

TO EXCHANGE SECURITIES

BETWEEN

VANGUARD ENERGY CORPORATION

AND

SOLAR QUARTZ TECHNOLOGIES, INC.

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INDEX

ARTICLE I - EXCHANGE OF SECURITIES		6
ARTICLE II - REPRESENTATIONS AND WARRANTIES		6
2.01 -	Organization	6
2.02 -	Capital	6
2.03 -	Directors, Officers, Compensation Banks	6
2.04 -	Financial Statements	7
2.05 -	Absence of Changes	7
2.06 -	Absence of Undisclosed Liabilities	7
2.07 -	Tax Returns	7
2.08 -	Corporate Matters.	7
2.09 -	Intellectual Property	7
2.10-	Contracts and Leases	7
2.11 -	Insurance Policies	8
2.12 -	Compliance with Laws	8
2.13 -	Litigation	8
2.14 -	Ability to Carry Out Obligations	8
2.15 -	Full Disclosure	8
2.16 -	Assets	8
2A -	Organization	8
2B -	Capital	9
2C -	Directors and Officers	9
2D -	Financial Statements	9
2E -	Absence of Changes	9
2F -	Absence of Undisclosed Liabilities	9
2G -	Tax Returns	9
2H -	Corporate Matters	9
2I	Intellectual Property	9
2J	Contracts and Leases	10
2K -	Insurance Policies	10
2L -	Compliance with Laws	10
2M -	Litigation	10
2N -	Ability to Carry Out Obligations	10
2O -	Full Disclosure	10
2P -	Assets	10
ARTICLE III - OBLIGATIONS BEFORE CLOSING		11
3.01 -	Investigative Rights	11
3.02 -	Conduct of Business	11

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ARTICLE IV - CONDITIONS PRECEDENT TO PERFORMANCE BY VANGUARD		11
4.01 -	Conditions	11
4.02 -	Accuracy of Representations	11
4.03 -	Performance	11
4.04 -	Absence of Litigation	12
4.05 -	Other	12
ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY SOLAR QUARTZ TECHNOLOGIES, INC.		12
5.01 -	Conditions	12
5.02 -	Accuracy of Representations	12
5.03 -	Performance	12
5.04 -	Absence of Litigation	12
5.05 -	Other	12

ARTICLE VI-CLOSING
6.01 -	Closing	13
6.02 -	Exchange of Securities	13
6.03 -	Officers and Directors	13
6.04 -	Post-Closing Matters	13
ARTICLE VII - REMEDIES
7.01 -	Arbitration	13
7.02 -	Costs	13
7.03 -	Termination	13
ARTICLE VIII - MISCELLANEOUS
8.01 -	Captions and Headings	14
8.02 -	No Oral Change	14
8.03 -	Non-Waiver	14
8.04 -	Time of Essence	14
8.05 -	Entire Agreement	14
8.06 -	Governing Law	14
8.07 -	Counterparts	14
8.08 -	Notices	15
8.09 -	Binding Effect	15
8.10 -	Effect of Closing	15
8.11 -	Mutual Cooperation	15
8.12 -	Expenses	16

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LIST OF SCHEDULES AND EXHIBITS

Exhibit A	-	Plan of Share Exchange
Exhibit B	-	Options, Warrants and Convertible Securities (SQTNZ)
Exhibit C	-	Officers and Directors Bank Accounts, Safe Deposit Boxes, Powers of Attorney (SQTNZ)
Exhibit D	-	Financial Statements - Changes in Financial Condition (SQTNZ)
Exhibit E	-	Patents, Trademarks, Trade Names, and Copyrights (SQTNZ)
Exhibit F	-	Material Contracts, Leases and Properties (SQTNZ)
Exhibit G	-	Insurance Policies (SQTNZ)
Exhibit H	-	Options, Warrants and Convertible Securities (Vanguard)
Exhibit I	-	Officers and Directors (Vanguard)
Exhibit J	-	Financial Statements - Changes in Financial Condition (Vanguard)
Exhibit K	-	Patents, Trademarks, Trade Names and Copyrights (Vanguard)
Exhibit L	-	Material Contracts (Vanguard)
Exhibit M	-	Insurance Policies and Litigation (Vanguard)

   

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AGREEMENT TO EXCHANGE SECURITIES

THIS AGREEMENT, made this 28th day of June 2017, by and between Vanguard Energy Corporation ("Vanguard") and Solar Quartz Technologies, Inc. ("SQTI") is made for the purpose of setting forth the terms and conditions upon which Vanguard will acquire all the outstanding shares of Solar Quartz Technologies Limited ("SQTNZ") common stock. Herein collectively referred to as the "Parties" or individually as a "Party":

RECITALS

(A)	In July 2016, Anasazi Energy announced an agreement to purchase Solar Quartz Technologies Limited (NZBN 9429042029144) at an agreed value of US$530 million. Completion of the transaction was announced on 22 December 2016, concurrent with the FINRA approval for the change of name and stock symbol to Solar Quartz Technologies, Inc. and "SQTI". SQTNZ became a wholly owned subsidiary of SQTI at closing.
(B)	SQTI (OTC:SQTI "Pink Sheets" is the sole legal and beneficial owner of 100% of the shares in its wholly-owned subsidiary Solar Quartz Technologies Limited a New Zealand corporation hereinafter referred to as "SQTNZ".
(C)	SQTNZ owns the exclusive rights to two (2) High Purity Silica quartz mineral deposits, known a Quartz Hill and White Springs, located in the Mount Surprise region of Far North Queensland, Australia
(D)	The SQTNZ Technical Team has developed unique technical and operational expertise in the refining and processing of the mined silica rock into High Purity Quartz (HPQ) and High Purity Quartz Sand (HPQS) both collectively referred to hereinafter as "HPQ". HPQ is used extensively in the high-tech production of Photovoltaic (PV) solar panels, Semi-conductors and all high-end electronics.
(E)	Vanguard Energy Corporation (VNGE) is US public company (OTC: VNGE Pink Sheets) and has agreed to purchase 100% of the issued and outstanding shares of common stock of SQTNZ at an agreed value of $530 million for an initial consideration of 19,400,250 Reg.144 shares of the common stock of VNGE.
(F)	The intent of the Parties that upon the completion of the Acquisition, VNGE will become the sole owner of 100% of the shares of common stock of SQTNZ, and SQTI will be the sole owner of 95% (19,400,250 shares) of the then issued and outstanding common stock of VNGE, with another tranch post completion of 194,002,505, for a total consideration of 213,402,755 shares of VNGE.
(G)	VNGE has represented to SQTI that it can update its Audits and Financial statements and required Regulatory filings with the US Securities and Exchange Commission (SEC) within 90 days of this Agreement to re-qualify for OTCQB/QX markets maintained by OTC Markets, Inc. VNGE has agreed to unconditionally assist SQTI to carry out these procedures with costs being met by SQTI.

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

ARTICLE I

EXCHANGE OF SECURITIES

1.01 Subject to the terms and conditions of this Agreement, Vanguard agrees to issue in total 213,402,755 shares of its common stock (the " Vanguard Common Stock"), in exchange for all of the outstanding shares of SQTNZ (the "SQTNZ Common Stock"). The shares of Vanguard will be issued in accordance with the Plan of Share Exchange set forth on Exhibit A.

It is intended that such Plan of Share Exchange shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SQTI represents the following to Vanguard as of the Closing (as defined in Section 6.01).

It is agreed between the Parties that SQTI is entering into this agreement based upon representations from VNGE that it can be brought into the current position whereby all required regulatory filings to the SEC and OTC Markets are up to date and VNGE will be capable of achieving full compliance and be at the OTC QB level, and at "Fully Reporting Status " to the SEC within 90 days of closing.

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

2.2 Capital. The authorized capital stock of SQTNZ consists of 122 shares of on stock of which 122 shares of common stock are outstanding as of the date hereof. At closing, SQTNZ will not have any outstanding shares of preferred stock. Other than as shown on Exhibit B, there are no subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments outstanding obligating SQTNZ to issue or to transfer from treasury any additional shares of its capital stock. All outstanding shares of SQTNZ are validly issued, fully paid and not assessable and not subject to any preemptive rights.

2.3 Directors, Officers, Compensation, Banks. Exhibit C to this Agreement contains: (i) the names and titles of all directors and officers of SQTNZ and all persons whose compensation from SQTNZ as of the date of this Agreement will equal or is expected to equal or exceed, at an annual rate, the sum of $5,000; (ii) the name and address of each bank with which SQTNZ has an account or safety deposit box, and the names of all persons who are authorized to draw thereon or have access thereto; and (iii) the names of all persons who have a power of attorney from SQTNZ and a summary of the terms thereof.

 

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2.4 Financial Statements. Exhibit D to this Agreement contains the financial statements of SQTNZ (the "SQTNZ Financial Statements"). The SQTNZ Financial Statements are complete and correct in all material respects and fairly present in all material respects the financial condition and results of operation of SQTNZ at such date and for such period and show all material liabilities, absolute or contingent, of SQTNZ.

2.5 Absence of Changes. Since March 31, 2017, there has not been any change in the financial condition or results of operations of SQTNZ, except changes reflected on Exhibit D or changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.

2.6 Absence of Undisclosed Liabilities. SQTNZ did not as of March 31, 2017 have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected on Exhibit D.

2.7 Tax Returns. Except as reflected on Exhibit D, (i) within the times and in the manner prescribed by law, SQTNZ has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable; (ii) the provision for taxes, if any, reflected in SQTNZ's balance sheet as of March 31, 2017 is adequate for any and all federal, state, county, and local taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed; and (iii) there are no present disputes as to taxes of any nature payable by SQTNZ.

2.8 Corporate Matters. SQTNZ has made available to Vanguard the books and records of SQ1NZ. Such books and records have been maintained in the ordinary course of business, and are true and correct copies of such books and records. The minutes of SQ1NZ are a complete and accurate record of the meetings of the shareholders and directors of SQ1NZ described therein and accurately reflect all actions taken at such meetings. The signatures of the directors and/or officers on such minutes are the valid signatures of SQTNZ's directors and/or officers who were duly elected or appointed on the dates that the minutes were signed by such persons.

2.9 Intellectual Property. Exhibit E attached hereto and made a part hereof lists all trademarks, trademark registrations or applications, trade names, service marks, patents, copyrights, copyright registrations or applications which are owned by SQ1NZ plus of description of SQ1NZ's intellectual property which SQ1NZ considers proprietary and confidential. Except as disclosed on Exhibit E, no person other than SQTNZ owns any trademark, trademark registration or application, service mark, trade name, patent, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of SQ1NZ' s business.

2.10 Contracts and Leases. Exhibit F attached hereto and made a part hereof contains a summary of the provisions of all material contracts, property and equipment leases, mining rights, and other agreements of SQ1NZ presently in existence or which have been agreed to by SQTNZ (whether written or oral). Except as disclosed on Exhibit F, SQTNZ is not in default under of these agreements or leases.

 

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2.11 Insurance Policies. Exhibit G to this Agreement is a description of all insurance policies held by SQTNZ concerning its business and properties. All these policies are in the respective principal amounts set forth in Exhibit G and are in full force and effect.

2.12 Compliance with Laws. SQTNZ has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business.

2.13 Litigation. SQTNZ is not a party to any suit, action, arbitration, legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of SQTNZ, threatened against or affecting SQTNZ or its business, assets, or financial condition. SQTNZ is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality. SQTNZ is not engaged in any legal action to recover moneys due to SQTNZ or damages sustained by SQTNZ.

2.14 Ability to Carry Out Obligations. SQTI has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by SQTI and the performance by SQTI of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, by-laws, or other agreement or instrument to which SQTI is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of SQTI, or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of SQTI or would create any obligations for which SQTI would be liable, except as contemplated by this Agreement.

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

2.16 Assets. SQTNZ has good and marketable title to all of its property, including the mineral properties listed on Exhibit F, free and clear of all mortgages, liens pledges, charges, encumbrances or interest of any third party whatsoever.

Vanguard, represents the following to SQTI as of the Closing:

2A. Organization. Vanguard is a corporation duly organized, validly existing, and in good standing under the laws of Colorado, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification, except in those states where the failure to be so qualified would not have a material adverse effect on Vanguard.

 

8

2B. Capital. The authorized capital stock of Vanguard consists of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Immediately prior to Closing, 1,002,134 shares of common stock and no shares of preferred stock will be outstanding. All such shares are validly issued, fully paid, and non-assessable. At Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Vanguard to issue or to transfer from treasury any additional shares of its capital stock of any class except as reflected on Exhibit H.

2C. Directors and Officers. Exhibit I to this Agreement contain the names and titles of all directors and officers of Vanguard.

2D. Financial Statements. Exhibit J to this Agreement sets forth the balance sheet of Vanguard as of March 31, 2017, and the related statement of income for the period then ended (the "Vanguard Financial Statements"). The Vanguard Financial Statements comply as to form in all material respects with applicable requirements of the U.S. Securities and Exchange Commission with respect thereto, are accurate and in accordance with the books and records of Vanguard, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as may be indicated in the notes thereto or as permitted by rules of the Securities and Exchange Commission.

2E. Absence of Changes. Since March 31, 2017, there has not been any material change in the financial condition or operations of Vanguard, except (i) changes in the ordinary course of business, which changes have not in the aggregate been materially adverse, and (ii) changes disclosed on Exhibit J.

2F. Absence of Undisclosed Liabilities. Vanguard did not as of March 31, 2017 have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected on Exhibit J.

2G. Tax Returns. Within the times and in the manner prescribed by law, Vanguard has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable, through the tax year ended September 30, 2014, except where the failure to file and/or pay would not have a material adverse effect on Vanguard. No federal income tax returns of Vanguard have been audited by the Internal Revenue Service. The provision for taxes, if any, reflected in Vanguard's balance sheet as of March 31, 2017, is approximately adequate for any and all federal, state, county, and local taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed. There are no present disputes as to taxes of any nature payable by Vanguard.

2H. Corporate Matters. The minutes of Vanguard are a complete and accurate record of all meetings of the shareholders and directors of Vanguard s and accurately reflect all actions taken at such meetings. The signatures of the directors and/or officers on such minutes are the valid signatures of Vanguard's directors and/or officers who were duly elected or appointed on the dates that the minutes were signed by such persons.

2I. Patents, Trademarks, Trade Names, and Copyrights. Exhibit K attached hereto and made a part hereof lists all trademarks, trademark registrations or applications, trade names, service marks, patents, copyrights, copyright registrations or applications which are owned by Vanguard. No person other than Vanguard owns any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of Vanguard's business.

9

2J. Contracts and Leases. Exhibit L, attached hereto and made a part hereof, contains a summary of the provisions of all material contracts, leases and other agreements of Vanguard presently in existence or which have been agreed to by Vanguard (whether written or oral). Except as disclosed on Exhibit L, Vanguard is not in default under of these agreements or leases.

2K. Insurance Policies. Exhibit M to this Agreement is a description of all insurance policies held by Vanguard concerning its business and properties. All these policies are in the respective principal amounts set forth in Exhibit Mand are in full force and effect.

2L. Compliance with Laws. Vanguard has complied with, and is not in violation of, applicable federal, state, or local statutes, laws, and regulations affecting its properties or the operation of its business. Vanguard has never had any consent decrees or enforcement actions brought against it.

2M. Litigation. Other than as disclosed on Exhibit M, Vanguard is not a party to any suit, action, arbitration, legal, administrative, or other proceeding, or governmental investigation pending or, to the best knowledge of Vanguard, threatened against or affecting Vanguard or its business, assets, or financial condition. Vanguard is not in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality. Vanguard is not engaged in any legal action to recover moneys due to it or damages sustained by it other than as disclosed on Exhibit M.

2N. Ability to Carry Out Obligations. Vanguard has the right, power, and authority to enter into, and perform its obligations under, this Agreement. The execution and delivery of this Agreement by Vanguard and the performance by Vanguard of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, by-law, or other agreement or instrument to which Vanguard is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Vanguard, or (c) an event that would result in the creation or imposition or any lien, charge, or encumbrance on any asset of Vanguard or would create any obligations for which Vanguard would be liable, except as contemplated by this Agreement.

2O. Full Disclosure. None of the representations and warranties made by Vanguard in any certificate or memorandum furnished or to be furnished by Vanguard, or on its behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. Vanguard has disclosed to SQTI all reasonably foreseeable contingencies which, if such contingencies transpire, would have a material adverse effect on Vanguard.

2P. Assets. Vanguard has good and marketable title to all of its property, free and clear of all mortgages, liens pledges, charges, encumbrances or interest of any third party whatsoever.

10

ARTICLE III

OBLIGATIONS BEFORE CLOSING

3.1 Investigative Rights. From the date of this Agreement until the Closing, each party shall provide to the other party, and such other party's counsel, accountants, auditors, and other authorized representatives, full access during normal business hours to all of each party's properties, books, contracts, commitments, records and correspondence and communications with regulatory agencies for the purpose of examining the same. Each party shall furnish the other party with all information concerning each party's affairs as the other party may reasonably request.

3.2 Conduct of Business. Prior to the Closing, and except as contemplated by this Agreement, each party shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other party, except in the regular course of business. Except as contemplated by this Agreement, neither party to this Agreement shall issue or sell any shares, stock, options or other securities, amend its Articles of Incorporation or By-laws, declare dividends, redeem or sell stock or other securities, incur additional or newly-funded material liabilities, acquire or dispose of fixed assets, change senior management, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business, or enter into any agreement or take any action that is likely to cause any of the representations and warranties of such party under this Agreement not to be true and correct as of the Closing, or that is likely to affect the Closing.

ARTICLE IV

CONDITIONS PRECEDENT TO PERFORMANCE BY VANGUARD

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

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

4.3 Performance. SQTI shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it, on or before the Closing. SQTI shall have obtained all necessary consents and approvals necessary to consummate the transactions contemplated hereby.

 

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

4.5 Other. In addition to the other provisions of this Article IV, Vanguard's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of the following:

· SQTI will have obtained the vote of its shareholders, in accordance with Nevada law, approving the sale of SQTNZ to Vanguard; and

· The liabilities of SQTNZ will not exceed $ 250,000; and

· Vanguard will have all necessary documents and financial statements required by Vanguard to file an 8-K report with the Securities and Exchange Commission.

ARTICLEV

CONDITIONS PRECEDENT TO PERFORMANCE BY SQTI

5.1 Conditions. The obligation of SQTI hereunder shall be subject to the satisfaction, at or before the Closing, of the conditions set forth in this Article V. SQTI may waive any or all of these conditions in whole or in part without prior notice; provided, however, that any such waiver shall be effective only with respect to the party providing such waiver and no such waiver of a condition shall constitute a waiver by SQTI of any other condition of or any of SQTI's other rights or remedies, at law or in equity, if Vanguard shall be in default of any of its representations, warranties, or covenants under this Agreement.

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

5.3 Performance. Vanguard shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it, on or before the Closing. Vanguard shall have obtained all necessary consents and approvals necessary to consummate the transactions contemplated hereby.

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

5.5 Other. In addition to the other provisions of this Article V, SQTI's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of the following:

Vanguard shall have obtained approval of this transaction by its Board of Directors

 

12

ARTICLE VI

CLOSING

6.1 Closing. The closing of this transaction (the "Closing") shall be held at the offices of Vanguard, or such other location as the parties may agree. Unless the Closing takes place on the 1st July 2017, and in any event before July 31, 2017, then either party may terminate this Agreement without liability to the other party, excluding claims for breaches of obligations by any party hereto prior to such termination.

6.2 Exchange of Securities. At the Closing, 19,400,250 shares of Vanguard Common Stock will be exchanged for all outstanding shares of SQTNZ.

6.3 Officers and Directors. At the Closing, Vanguard will cause Roger May, and David A.B. Halstead to be appointed as directors of Vanguard.

6.4 Post-Closing Matters.

Post-closing Vanguard will cause the issue of an additional 194,002,505 (Second Tranch) to be made to SQTI, once completioin of the proposed increase in the Authorized capital of Vanguard to 500,000,000 has been completed.

Vanguard will file with the appropriate authorities to effect a change of name from Vanguard Energy Corporation to Solar Quartz Technologies Corporation and apply for the Stock Symbol to be changed to "SQTC".

ARTICLE VII

REMEDIES

7.1 Arbitration. Any dispute in any way involving this Agreement will be settled through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association in Los Angeles, California

7.2 Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

13

7.3 Termination. In addition to the other remedies, Vanguard or SQTI may on or prior to the Closing terminate this Agreement, without liability to any other party:

(i) If any bona fide action or proceeding shall be pending against Vanguard or SQTI on the date of Closing that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the carrying out of this Agreement or if any agency of the federal or of any state or national government shall have objected at or before the closing date to this acquisition or to any other action required by or in connection with this Agreement;

(ii) If the legality and sufficiency of all steps taken and to be taken by each party in carrying out this Agreement shall not have been approved by the respective party's counsel, which approval shall not be unreasonably withheld.

(iii) If Vanguard or SQTI breaches any representation, warranty, covenant or obligation of such party set forth herein and such breach is not corrected within ten days of receiving written notice from the other party of such breach.

ARTICLE VIII

MISCELLANEOUS

8.1 Captions and Headings. The Article, section and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

8.2 No Oral Change. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but only by an agreement in writing signed by all parties hereto.

8.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

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

8.5 Entire Agreement. This Agreement, including all exhibits referenced herein, contains the entire Agreement and understanding among the parties hereto, and supersedes all prior agreements, understandings and the letters of intent between the parties.

8.6 Governing Law. This Agreement and its application shall be governed by the laws of Colorado.

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

 

14

8.8 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given, (ii) upon receipt if delivered by internationally recognized private courier (with confirmation of delivery) or if delivered by facsimile or email transmission or (iii) on the third day after mailing if mailed to the party to whom notice is to be given, by frrst class mail, registered or certified, postage prepaid, and properly addressed as follows:

Solar Quartz Technologies, Inc.

c/o Roger May, Principal

Suite 600,433 N. Camden Ave.

Beverley Hills CA 90210

Phone: +61.3.8639.5777

Email: rm@sqt.so1ar

Vanguard Energy Corporation

c/o Warren Dillard,

Chief Executive Officer

8858 Van Allen Dr.

The Woodlands, Texas 77381

Email: warrendillard@gmail.com

A party may change such party's address by delivery of a written notice complying with the provisions of this Section.

8.9 Binding Effect. This Agreement will be binding upon the parties herein even though this Agreement may not be signed by all persons whose names appear on the signature page of this Agreement. This Agreement shall inure to and be binding upon and be enforceable against the respective successors of each of the parties to this Agreement. No party may assign or transfer any of its rights or obligations hereunder, without the prior written consent of the other parties hereto. Nothing in this Agreement, express or implied, shall give to any person other than the parties hereto any benefit or any legal or equitable right, remedy or claim under this Agreement.

8.10 Effect of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall survive the closing of this Agreement and shall remain in effect for a period of twelve months thereafter. In the event there is any material misrepresentation or warranty of any party to this Agreement, then Vanguard (if such misrepresentation is made by SQTI) or SQTI (if such misrepresentation is made by Vanguard) may rescind this Agreement during the 90-day period following the closing of this Agreement.

8.11 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to affect the transaction described herein. No party will intentionally take any action, or omit to take any action, which will cause a breach of such party's obligations pursuant to this Agreement.

 

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8.12 Expenses. Except as otherwise provided herein, each party hereto agrees to pay all of such party's own expenses (including without limitation, attorneys' and accountants' fees) incurred in connection with this Agreement, the transactions contemplated herein and negotiations leading to the same and the preparations made for carrying the same into effect. Each party expressly represents and warrants that no finder or broker has been involved in this transaction and each party agrees to indemnify and hold the other parties harmless from any commission, fee or claim of any person, firm or corporation employed or retained by such party (or claiming to be employed or retained by such party) to bring about or represent such party in the transactions contemplated by this Agreement.

AGREED TO AND ACCEPTED as of the date first above written.

VANGUARD ENERGY CORPORATION
By:	/s/ Warren Dillard
	Warren Dillard, Chief Executive Officer
SOLAR QUARTZ TECHNOLOGIES, INC.
By:	/s/ Roger May
	Roger May, Principal & Director
SOLAR QUARTZ TECHNOLOGIES, INC.
By:	/s/ Michael Selsman
	Michael Selsman - Chief Executive Officer

16

EXHIBIT A

PLAN OF SHARE EXCHANGE

Acquiring entity:	Vanguard Energy Corporation
Entity being acquired:	Solar Quartz Technologies Limited.

(A)

Share exchange: At Completion Vanguard will issue 19,400,250 shares of Vanguard's Common Stock, as an initial tranche to Solar Quartz Technologies, Inc. and post-completion, after an increase in the authorized capital of VGNE to 500,000,000 (500 million) shares of common stock is completed, then VNGE will issue a second tranche of 194,002,505 shares to SQTI thereby making the total of number shares of VNGE common stock issued to SQTI as full and final consideration for the purchase of the SQTNZ shares and assets, 213,402,755 ( Two hundred and thirteen million four hundred and two thousand, seven hundred and fifty five).

(B)

The intent of the Parties is that upon the completion of the Acquisition, VNGE will become the sole owner of 100% of the 122 shares of the common stock of SQTNZ, and SQTI will be the sole owner of 95% (213,402,755 shares) of the then issued and outstanding common stock of VNGE.

 

17

EXHIBIT B

OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

(SQTNZ)

None

18

EXHIBIT C

Officers and Directors

(SQTNZ)

Name	Position
Roger May	Director
David Halstead	Director

SQTNZ Bank Details

Westpac Banking Corporation:

Account Name: SOLAR QUARTZ TECHNOLOGIES LIMITED

Westpac Branch Address: 41 Aitken St, Gisbome, VIC, 3437, Australia

BSB No.: 033624

Account No.: 275935

Swift Code: WPACAU2S

Account Authorized Person: Roger May

No other Bank accounts

SQTNZ Employees/ Contractors

Land Owner Compensation exceeds OS$5000 per annum

Roger May- Director/ Advisory Contractor: Annual contract $300,000

Kevin Graham- Contractor: Annual contract $162,000

Power of Attorney: None

 

19

EXHIBIT D

Financial Statements

Changes in Financial Condition

(SQTNZ)

20

SOLAR QUARTZ TECHNOLOIGES LIMITED

CONSOLIDATED INCOME AND EXPENDITURE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2016

INCOME	NOTES	2016 $US
Interest
Total Income
EXPENDITURE
Bank Charges			142
Consulting fees (Overseas)			4,596
ICT			5,644
Legal			14,149
Management and Consulting Fees			171,621
Meeting and Travel Fees			5,650
Other Expenses			9,353
Secretarial			1,815
Storage Fees			3,246
Utilities			1,446
Vehicle Costs			1,735
Total Expenditure			219,397
Net Profit/(Loss)			(219,396	)
Retained Profits at the Beginning of the Year			(18,469	)
Retained Profits at the End of the Year			(237,865	)

The accompanying notes form part of these financial statements

21

SOLAR QUARTZ TECHNOLOGIES LIMITED

BALANCE SHEET STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2016

ASSETS	Note		2016 $US
CURRENT ASSETS
Cash and cash equivalents				59,234
TOTAL CURRENT ASSETS				59,234
NON CURRENT ASSETS
Plant & equipment				82,003
Mining lease at directors valuation				210,000,000
TOTAL NON-CURRENT ASSETS				210,082,003
TOTAL ASSETS				210,141,237
LIABILITIES
CURRENT LIABILITIES
Related loans				145,847
Other payables				221,692
Other current liabilities				11,479
TOTAL CURRENT LIABILITIES				379,018
TOTAL LIABILITIES				379,018
NET ASSETS				209,762,219
EQUITY
Issued shares				84
Asset revaluation reserve		2		210,000,000
Retained Profits		3		(237,865	)
TOTAL EQUITY				209,762,219

The accompanying notes form part of these financial statements

22

SOLAR QUARTZ TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The directors have prepared the financial statements on the basis that the company is a non-reporting entity because there are no users dependent on general purpose financial statements. The financial statements are therefore special purpose financial statements that have been prepared in order to meet the needs of members

The financial statements a have been prepared in accordance with the significant accounting policies disclosed below, which the directors have determined are appropriate to meet the needs of the members.

The financial statements have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. The accounting policies that have been adopted in the preparation of the financial statements are as follows:

a. Income Tax

The income tax expense (income) for the year comprises current income tax expense (income). The company does not recognise deferred tax assets or liabilities.

Current income tax expense charged to profit or loss is the tax payable on taxable income and is measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

c. Property, Plant and Equipment

All property, plant and equipment are initially measured at cost and are depreciated over their useful lives on a straight-line basis. Depreciation commences from the time the asset is available for its intended use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the useful life of the improvements

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount.

f. Investments

Investments include equity securities (ie shares) of listed or unlisted entities. The company recognises and measures these investments at cost less any accumulated impairment losses.

g. Impairment of Assets

At the end of each reporting period, the association reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indicator exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is recognised in the income and expenditure statement.

23

SOLAR QUARTZ TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

h. Trade and Other Payables

Trade and other payables represents the liabilities for good and services received by the company that remain unpaid at the end of the reporting period. Trade payables are recognised at their transaction price. They are subject to normal credit terms and do not bear interest.

j. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within current liabilities on the balance sheet.

k. Revenue and Other Income

Revenue is measured at the value of consideration receivable after taking into account and trade discounts and volume rebates allowed. For this purpose, deferred consideration is not discounted to present value when recognising revenue

Interest revenue is recognised using the effective interest method, which for floating financial assets is the rate inherent in the instrument dividend revenue is recognised when the right to receive a dividend has been established.

 

24

SOLAR QUARTZ TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

		2016
		$
NOTE 2	Revaluation Surplus
	Opening balance for the year Revaluation of land at directors valuation		210,000,000
			210,000,000
NOTE 2	Retained Earnings
	Retained earnings/(losses) at beginning of year		(18,469	)
	Net profit for the period		(219,396	)
			(237,865	)
NOTE 3	Contingent Liability
	A major shareholder has registered a GSA financial security to the value of $NZ 5,000,000 over the assets of the company.

25

SOLAR QUARTZ TECHNOLOGIES LIMITED

COMPILATION REPORT

FOR YEAR ENDED 31 DECEMBER 2016

We have compiled the accompanying special purpose financial statements of Solar Quartz Technologies Limited, which comprise the balance sheet as at 30 December 2016, the profit and loss statement for the year then ended, a summary of significant accounting policies and other explanatory notes. The specific purpose for which the special purpose financial statements have been prepared is set out in Note 1 to the financial statements.

The Responsibility of the Directors of Solar Quartz Technologies Limited

The directors of Solar Quartz Technologies Limited are solely responsible for the information contained in the special purpose financial statements , the reliability, accuracy and completeness of the information and for the determination that the significant accounting policies adopted as set out in Note 1 to the financial statements are appropriate to meet their needs and for the purpose that the financial statements were prepared.

Our Responsibility

On the basis of information provided by the directors of Solar Quartz Technologies Limited, we have compiled the accompanying special purpose financial statements in accordance with the financial reporting framework described in Note 1 to the financial statements and APES 315

Compilation of Financial Information.

We have applied our expertise in accounting and financial reporting to compile these financial statements in accordance with the financial reporting framework described in Note 1 to the financial statements. We have complied with the relevant ethical requirements of APES 110

Code of Ethics for Professional Accountants.

Assurance Disclaimer

Since a compilation engagement is not an assurance engagement, we are not required to verify the reliability, accuracy or completeness of the information provided to us by management to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on these financial statements.

The special purpose financial statements were compiled exclusively for the benefit of the directors of Solar Quartz Technologies Limited who are responsible for the reliability, accuracy and completeness of the information used to compile them. We do not accept responsibility for the contents of the special purpose financial statements.

M V Anderson & Co

Level S, North Tower 485 La Trobe Street

Melbourne VIC

Date: ______________

26

SOLAR QUARTZ TECHNOLOGIES LIMITED

DIRECTORS' DECLARATION

The directors have determined that the branch is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.

The directors of the company declare that: ________________________________

1.	The financial statements and notes, as set out on pages 2 to 5 present fairly the company's financial position as at                                        md its performance for the year ended on that date in accordance with the accounting policies described in Note 1 to the financial statement; and
2.	In the directors' opinion there are reasonable grounds to believe that the branch will be able to pay its debts as and when they become due and payable.

Director ____________________________________________________________________

Dated this ______________________________ day of ___________________________ 2017

27

EXHIBIT E

Patents, Trademarks, Trade Names and Copyrights,

Description of Proprietary and Confidential Intellectual Property

(SQTNZ)

Trademarks:	NONE
Patents:	NONE
Foreign Patents:	NONE

 

28

EXHIBIT F

Material Contracts, Leases and Properties

(SQTNZ)

1) Leases: (currently held via SQTNZ wholly owned subsidiary Solar Quartz Technologies, Inc.

Mining Leases held in Queensland Australia:

ML 30235, ML 30236 & ML 30237 (known as Quartz Hill)

ML 30238 & Ml 30239 (known as White Springs)

2) Material Contracts:

None

 

29

EXHIBIT G

Insurance Policies

(SQTNZ)

NONE

 

30

EXHIBIT H

Options, Warrants and Convertible Securities

(Vanguard)

15% Convertible Notes - Principal Balances $70,747.49

Convertible into 21,374 Common Shares

Warrants to Purchase 5,374 Common Shares @$0.0155 per share, expiring June 30, 17

31

EX-99.1

EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.2

EXHIBIT 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.3

EXHIBIT 99.3

 

1

 

2

 

3

EX-99.4

EXHIBIT 99.4