EXHIBIT 99.1
STOCK FOR ASSETS AGREEMENT
PLAN AND AGREEMENT OF REORGANIZATION between Territorial
Resources Inc. (a Texas corporation) and Gosford Quarry Investments, Inc.(a
Delaware Corporation).
For the Acquisition of all the assets of Gosford Quarry Investments, Inc.
in exchange for the stock of Territorial Resources Inc.
PLAN AND AGREEMENT OF REORGANIZATION, dated June 28,1989 between
Territorial Resources Inc., a Texas corporation (hereinafter called Territorial,
and Gosford Quarry Investments, Inc., a Delaware Corporation (herein called
Gosford).
1. Territorial desires to acquire and Gosford desires to transfer to
Territorial all the assets & properties of Gosford in exchange for the issue and
delivery by Territorial to Gosford of shares of Common Stock audited net book
value of .4735 per share of Territorial to be distributed to the stockholders of
Gosford in exchange for their stock in Gosford, all upon the terms and
conditions hereinafter set forth and for the purpose of carrying out a tax-free
reorganization within the meaning of the Internal Revenue Code of 1986.
2. Gosford desires to provide for the winding up and settling of its
affairs in voluntary dissolution and for the distribution to its stockholders of
such shares of Common stock, audited net book value of .4735 per share of
Territorial, as hereinafter provided, in complete liquidation and complete
cancellation or redemption of its stock.
3. Gosford hereby represents and warrants to Territorial as follows:
(a) Gosford is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware, and it is entitled to own or
lease its properties and to carry on its business at and in the place where such
properties are now owned, leased, or operated or such business is now conducted.
(b) The authorized capital stock of Gosford consists of 1,000,000 shares of
Common Stock, par value one cent (.01) per share (hereinafter called Common
Stock of Gosford), of which 400,000 shares have been validly issued and are now
outstanding.
(c) Gosford does not have any subsidiaries or affiliated companies of any
kind.
(d) Annexed hereto as Exhibit A are balance sheets of Gosford as June 30,
1988 and June 28,1989. All such statements are correct and complete and present
fairly the financial condition of Gosford as of respective dates of said balance
sheets. Statements were prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
(e) At June 28,1989, Gosford had no liabilities, absolute or contingent,
which are not shown or provided for on the balance sheets of Gosford as of June
28,1989. (Exhibit A, annexed hereto)
(f) Since June 28,1989, there has been no material change in the
condition, financial or otherwise of Gosford as shown in the balance sheet of
Gosford as of June 28, 1989 (Exhibit A annexed hereto), other than changes
occurring in the ordinary course of business, which changes have not materially
adversely affected its business, properties, or financial condition.
(g) The accounts receivable of Gosford shown on said balance sheet of
Gosford as June 28,1989 (Exhibit A annexed hereto), or thereafter acquired by it
prior to the date hereof, have been collected or are collectable in amounts not
less than 96 percent of the book amounts thereof.
(h) Annexed hereto as Exhibit B is an appraisal and description of all
real properties owned by Gosford, and, with respect to such properties owned by
Gosford, a reserve report evaluation of the gross and net book value as of June
28, 1989. The reserve evaluation was preformed by an independent reserve
engineer.
(i) There are no actions, suits or proceedings pending, or to the
knowledge of Gosford, threatened against or affecting Gosford. Gosford is not in
default with respect to any judgement, order, writ, injuction, decree,
assessment, or other similar command of any court of any federal, state
municipal, or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign affecting it.
(j) To the best of the knowledge, information, and belief of its officers,
Gosford has complied with all laws, regulations, and orders applicable to its
business.
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(k) Since June 28,1989, Gosford has not (1) issued any stock, bonds or
other corporate securities; (2) incurred any obligation or liability (absolute
or contingent) except current liabilities incurred, and obligations under
contracts entered into, in the ordinary course of business; (3) discharged or
satisfied any lien or encumbrance or paid obligation or liability (absolute or
contingent) other than current liabilities shown on the balance sheet of Gosford
as of June 28, 1989. (Exhibit A hereto), and current liabilities incurred since
that date in the ordinary course of business; (4) declared or made any payment
or to stockholders, or purchased or redeemed any shares of its capital stock;
(5) mortgaged, pledged, or subjected to lien, charge or any other encumbrance,
any of its assets, tangible or intangible; (6) sold or transferred any of its
tangible assets or canceled any debts or claims, except in each case in the
ordinary course of business; (7) sold, assigned or transferred any patents,
trademarks, trade names, copyrights, or other intangible assets; (8) suffered
any extraordinary losses or waived any rights of substantial value; or (9)
entered into any transaction other than in the ordinary course of business.
(l) The Board of Directors of Gosford has duly approved this plan and
Agreement of Reorganization and the transactions contemplated herein, subject to
the approval thereof by the stockholders of Gosford as required under the laws
of the State of Delaware, and has authorized the execution and delivery hereof
by Gosford.
4. Territorial represents and warrants to Gosford as follows:
(a) Territorial is a corporation duly organized and existing and in good
standing under the laws of the State of Colorado.
(b) The authorized capital stock of Territorial consists of 30,000,000
shares of Common Stock, stated value .001 per share (hereinafter called Common
stock of Territorial), of which 1,683,699 shares have been validly issued and
are now outstanding.
(c) Annexed hereto as Exhibit C is the balance sheet of Territorial as of
March 31, 1989 and statements of income for the year then ended, certified by
Xxxx + Associates, independent certified public accountants. Such statements are
correct and complete and present fairly the financial condition of Territorial
as of March 31,1989 and the results of operations of Territorial for the year
then ended. All said financial statements have been prepared in conformity with
generally accepted accounting principals.
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(d) There has been no material change in the condition, financial or
otherwise, of Territorial as shown in the balance sheet of Territorial as of
March 31, 1989 (Exhibit C annexed hereto), other than changes occurring in the
ordinary course of business, which changes have not materially adverely affected
its business, properties, or financial condition.
(e) The shares of Common Stock of Territorial deliverable pursuant hereto,
when issued and delivered as herein provided, will be validly issued and
outstanding shares of Common Stock of Territorial, fully paid and nonassessable.
(f) The Board of Directors of Territorial has approved this plan and
Agreement of Reorganization and the transactions contemplated herein and has
authorized the execution and delivery hereof by Territorial.
NOW, THEREFORE, in considerations the premises and of the respective
representations and warranties hereinabove set forth, and of the convenants and
agreements herein contained, Territorial and Gosford hereby agree as follows:
1. (a) On the terms and subject to the conditions herein set forth,
Gosford hereby agrees to convey, transfer, assign and deliver to Territorial,
and Territorial agrees to acquire and accept as hereinafter provided, all the
assets and properties, of Gosford of every kind and description, wherever
located, including without limitations, all property tangible or intangible,
real, personal, or mixed, accounts receivable, bank accounts, cash and
securities, claims and right under contracts of Gosford rights to use its
corporate name and all other names or slogans used by Gosford in connection with
its business or products and all books and records of Gosford relating to its
business, all as the same shall exist at the time of closing referred to in
Section 4 hereof (hereinafter called the Closing Date). The assets and property
to be conveyed, transferred, assigned and delivered to Territorial on the
Closing Date as herein provided shall, without limitations, include all assets
and properties of Gosford shown on the balance sheet of Gosford as of June 28,
1989 (Exhibit A annexed hereto), and all assets and property thereafter acquired
by Gosford prior to the Closing Date, except such of those assets and property
of Gosford as (1) may have been disposed of prior to the Closing Date in the
ordinary course of business, and (2) may have been otherwise disposed of prior
to the Closing Date at the request or with the consent in writing of
Territorial.
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(b) Subject to the conditions herein set forth, from and after the Closing
Date, Territorial shall assume and agrees to pay, perform, and discharge all
debts, obligations, contracts and liabilities of Gosford of any kind, character
or description whether accrued, absolute,contingent, or otherwise (and whether
or not reflected or reserved against on Gosford's balance sheets, books of
accounts and records), all as the same shall exist at the Closing Date, and all
debts, obligations, and liabilities of Gosford arising thereafter in connection
with the distribution to the stockholders of Gosford of the shares of Common
Stock of Territorial to be issued and delivered to Gosford hereunder and in
connection with the liquidation and dissolution of Gosford; provide, however,
that Territorial shall not assume the obligation of Gosford to distribute to its
stockholder's such shares of Common Stock of Territorial.
(c) The conveyance, transfer, assignment, and delivery of the assets and
property of Gosford to Territorial, as herein provided, shall be effected by
deeds, bills of sale, endorsements, assignments, drafts, checks, and other
instruments of transfer and conveyance in such form as Territorial shall
reasonably request.
(d) Gosford agrees that it will, at any time and from time to time after
the Closing Date, upon request of Territorial, to, execute, acknowledge, and
deliver, or will cause to be done, executed, acknowledged and delivered, all
such further acts, deeds, assignments, transfers, conveyances, powers of
attorney, and assurances as may be required for the better assigning,
transferring, granting, conveying, assuring, and confirming to Territorial, or
to its successors and assigns, or for aiding and assisting in collecting and
reducing to possession, any or all of the assets or property to be assigned to
Territorial as provided herein and any or all obligations of Gosford hereunder.
2. On the terms and subject to the conditions herein set forth,
Territorial will issue and deliver to Gosford on the Closing Date definitive
stock certificates, in such authorized denominations and registered in the name
of Gosford or its nominee or such other names as Gosford shall specify in
writing, aggregating 679,671 shares of Common Stock of Territorial.
3. From and after the date hereof, Gosford shall afford to the officers
and accredited representatives of Territorial in order that Territorial may have
full opportunity to make such investigations as it shall desire of the affairs
of Gosford.
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4. The closing under this Plan and Agreement of Reorganization shall take
place at 5:00P.M. Central Standard Time, on June 28,1989 at the offices of
Territorial Resources Inc. 0000 Xxxx Xx. Xxxxx 0000, Xxxxxxx, Xxxxx.
5. (a) To the extent that the assignment of any contract, license, lease,
commitment, sales order, or purchase order to be assigned to Territorial as
provided herein shall require the consent of the other party thereto,this Plan
and Agreement of Reorganization shall not constitute an agreement to assign the
same if an attempted assignment would constitute breach thereof. Gosford agrees
that it will use its best efforts to obtain the consent of the other parties to
all such contracts, licenses, leases, commitments, sales orders, or purchase
orders of Gosford to the assignment thereof to Territorial. If such consent is
not obtained, Gosford will cooperate with Territorial in any reasonable
arrangement designed to provide for Territorial the benefits under any such
contracts, licenses, leases, commitments, sales orders, or purchase orders,
including enforcement, at the cost and for the benefit of Territorial, of any
and all rights of Gosford against the other party thereto arising out of the
breach or cancellation by such other party or otherwise.
(b) Gosford agrees that Territorial shall have the right and the authority
to collect, for account of Territorial, all receivables and other items which
shall be transferred to Territorial as provided herein, and to endorse with the
name of Gosford any checks received on account of any such receivables or other
items. Gosford agrees that it will transfer and deliver to Territorial any cash
or other property that Gosford may receive in respect of such receivables or
other items
6. (a) Gosford agrees that, promptly upon receipt by it of the stock
certificates for the shares of Common Stock of Territorial to be received by
Gosford as provided in Section 2 hereof, and in any event on or before June 28,
1989, Gosford will distribute all such shares to its stockholders in complete
winding up and liquidation of Gosford, and that it will not otherwise dispose of
any of such shares. Promptly after the Closing Date, Gosford will deliver to a
bank or trust company selected by Gosford and satisfactory to Territorial the
stock certificates for shares of Common Stock of Territorial delivered to
Gosford as herein provided for distribution to the stockholders of Gosford in
exchange for their certificates for shares of Common Stock of Gosford.
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(b) From and after the Closing Date, Gosford will not engage in any
business or other activity except as required to complete the liquidation and
dissolution of Gosford as provided herein.
7. The obligations of Territorial hereunder are, at the option of
Territorial, subject to the conditions that, on or before the Closing Date.
(a) Gosford shall have furnished to Territorial legal opinions or other
evidence, in form and substance satisfactory to Territorial, covering the good
and marketable title in fee simple of Gosford in and to its real properties,
free and clear of all mortgages, liens, charges or encumbrances of any nature
whatsoever, except as stated in Exhibit B annexed hereto.
(b) Territorial shall not have discovered any material error,
misstatement, or omission in the representations and warranties made by Gosford
herein, and all the terms and conditions of this Plan and Agreement of
Reorganization to be complied with and performed by Gosford on or before the
Closing Date shall have been complied with and performed.
(c) The representations and warranties made by Gosford herein shall be
correct on and as of the Closing Date, with the same force and effect (except as
to transactions contemplated herein and to changes occurring in the ordinary
course of business after the date hereof and not materially adversely affecting
the business, properties or financial condition of Gosford, as though such
representations and warranties had been made on and as of the Closing Date.
8. The obligations of Gosford hereunder are, at the option of Gosford
subject to the conditions that, on or before the Closing Date.
(a) Gosford shall have received an opinion dated the Closing Date, in form
and substance satisfactory to Gosford, to the effect that (1) Territorial is a
corporation duly organized and existing and in good standing under the laws of
the State of Colorado (2) all corporate and other proceedings required to be
taken by or on the part of Territorial to authorize it to carry out this plan
and Agreement of Reorganization and to issue and deliver the shares of Common
Stock of Territorial deliverable pursuant hereto as provided herein have been
duly and properly taken; and (3) said shares of Common Stock of Territorial
will, on delivery thereof to Gosford in accordance with the terms hereof, be
duly and validly issued, fully paid and nonassessable.
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(b) Gosford shall carry out the exchange in such a manner as to comply
with the rules of reorganization within the meaning of the Internal Revenue Code
of 1986 which would enable the transaction to not result in taxable income to
Gosford; and that stockholders of Gosford who shall receive shares of Common
Stock of Territorial in exchange for their stock in Gosford on the liquidation
of Gosford pursuant to such reorganization will not have any taxable gain or
deductible loss.
(d) The representations and warranties made by Territorial herein shall be
correct, on and as of the Closing Date, with the same force and effect (except
as to transactions contemplated herein and to changes occurring in the ordinary
course of business after the date hereof and not materially adversely affecting
the business, properties or financial condition of Territorial) as though such
representations and warranties had been made on and as of the Closing Date.
9. Territorial and Gosford agree that the representations and warranties
contained herein or made hereunder shall expire with the closing hereunder, such
closing to be conclusive evidence that each party is fully satisfied with the
facts constituting the basis of the representations and warranties of the other
party.
10. If the transactions contemplated hereby shall not be consummated,
each party hereto shall pays its own expenses incident to preparation for
carrying this Plan and Agreement of Reorganization into effect and consummating
said transactions.
11. This Plan and Agreement of Reorganization shall not be assignable by
either party, except with the written consent of the other. Nothing in this Plan
and Agreement of Reorganization, expressed or implied, is intended to confer
upon any person, other than the parties hereto and their successors and assigns,
any right or remedies under or by reason of this Plan and Agreement of
Reorganization.
12. Any notice, request, instruction or other document to be given
hereunder by either party hereto to the other shall be in writing and delivered
personally or sent by registered mail, postage prepaid, if to Territorial,
addressed to Territorial Resources Inc., 0000 Xxxx Xx., Xxxxx 0000, Xxxxxxx, Xx.
77002
13. This instrument contains the entire agreement between the parties
hereto with respect to the transactions contemplated herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Plan and Agreement
of reorganization to be duly executed as of the day and year first above
written.
GOSFORD QUARRY INVESTMENTS, INC.
By:
-----------------------------------------
A. XXXXXX XXXXX, CHAIRMAN & DIRECTOR
By:
-----------------------------------------
XXX XXXXXXXX, DIRECTOR
TERRITORIAL RESOURCES INC.
By:
-----------------------------------------
XXXXX XXXXX, DIRECTOR
By:
-----------------------------------------
A. XXXXXX XXXXX, DIRECTOR
By:
-----------------------------------------
XXXXXX XXXXXXX, DIRECTOR
By: /S/ XXX XXXXXX
-----------------------------------------
XXX XXXXXX, DIRECTOR
By:
-----------------------------------------
XXXXXXX FLURSHEUTZ, DIRECTOR
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