EXHIBIT 12.1
Milan Saha, Esq.
80 Barton Road
Plattsburgh, NY 12901
(646) 397-9056
Admitted in the State of New York
November 2, 2022
Jack W. Hanks
Chief Executive Officer
MMEX Resources Corporation
Dear Mr. Hanks:
I have acted, at your request, as special counsel to MMEX Resources Corporation, a Nevada corporation (the “Company”), for the purpose of rendering an opinion as to the legality of a “maximum offering” of 100 million shares of common stock offered via subscription by the Company at price of $0.03 per share of Company common stock, par value $0.001 per share, to be offered and distributed by the Company (the “Offering”), and then up to Fifty Million (50,000,000) shares of Company common stock that may be issued for the exercise of Warrants that are being issued with the Offering at 1 warrant for every 2 common shares subscribed; 50,000,000 warrant shares offered if the “maximum offering” of 100 million were subscribed to. The total maximum number of shares that could be issued could be 150 million if the maximum offering is subscribed to and all warrants are exercised.
At issue are the potentially One Hundred Fifty Million (150,000,000) shares of Company common stock (the “Shares”) that would be issued if the entire offering of the Shares is filled and all the warrants are exercised, pursuant to an Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).
In rendering this opinion, I have reviewed (a) statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of the Company; (d) selected proceedings of the board of directors of the Company authorizing the issuance of the Shares; (e) certificates of officers of the Company and of public officials; (f) and such other documents of the Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.
I have assumed (a) all of the documents referenced herein (collectively, the “Documents”) are true and correct copies of the original documents and the signatures on such documents are genuine; (b) the persons that executed the Documents have the legal capacity to execute the Documents; and (c) the status of the Documents as legally valid and binding instruments is not affected by any (i) violations of statutes, rules, regulations or court or governmental orders, or (ii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
Based upon my review described herein, it is my opinion the Shares, which include both the 100 million common shares being offered by subscription and the 50 million common shares to be issued upon exercise of the warrants, are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable. It is also my opinion that, under the laws of the state of Nevada, the warrants, when issued by the Company upon a subscription to the Offering, shall constitute a legally binding obligation of the Company to issue the warrant shares when the warrants are exercised and the exercise price is paid to the Company.
I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Nevada corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Nevada, as specified herein.
I hereby consent to the filing of this opinion as Exhibit 1A-12 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.
| Sincerely, |
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| /s/ Milan Saha |
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| Milan Saha, Esq. |
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