EXHIBIT 2.4
THIRD AMENDMENT TO
PLAN AND AGREEMENT OF SHARE EXCHANGE
May 24, 2001
THE PLAN AND AGREEMENT OF SHARE EXCHANGE ("Agreement") entered into as of
March 2, 2001, by and between Admiralty Corporation, a Georgia corporation
("Admiralty"); Ruby Mining Company, a Colorado corporation ("RMC"); and U.S.
Energy Corp., a Wyoming corporation ("USE"), was amended as of April 6, 2001,
was amended again as of May 4, 2001, and is amended this third time as of May
24, 2001. "Section" refers to sections in the Agreement; capitalized terms have
the meanings therein ascribed. Except for the following changes, the Agree- ment
as amended remains in effect.
1. The Closing Date under Section 1.02 is changed to not later than May
25, 2001.
2. Xxxxxx X. Xxxxxx will remain a director after the closing.
3. Shares of RMC will be issued at closing to the then shareholders of
Admiralty. Subscription for additional shares of Admiralty, which are
received but checks not cleared as of the Closing Date will be booked
as subscriptions receivable, and shares of RMC will be issued
post-closing to such subscribers whose checks clear, as if such
persons were shareholders as of the Closing Date.
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed on its behalf attested by officers thereunto as of the day and year
first above written. Execution by USE follows on next page.
RMC:
RUBY MINING COMPANY
By /s/ Xxxxxx X. Xxxxxx
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Name Xxxxxx X. Xxxxxx
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Title Vice President
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1
[Signature page for Admiralty for Third Amendment]
ADMIRALTY:
ADMIRALTY CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Name Xxxxxxx X. Xxxxxxx
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Title Chairman
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USE:
U.S. ENERGY CORPORATION
By /s/ Xxxx X. Xxxxxx
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Name Xxxx X. Xxxxxx
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Title CEO
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2