EX 6.2
THE AGREEMENT
ACQUISITION AGREEMENT
This Agreement ("Agreement") is made as of this 9th day of
April, l999, by and between Ravendale Financial Inc. ("Agent'),
Texas International Petroleum Inc., ("TIP"), and WolfStone
Corporation ("WSC"). The Companies may from time to time be
referred to hereinafter collectively as the "Constituents";
WHEREAS, Agent believes it to be in the best interests of
its clients who own one hundred (100%) percent of the authorized
and issued Common Stock of the closely held Subsurface Energy,
Inc., to sell these shares to TIP; and
WHEREAS, TIP believes it will be beneficial to its energy business and WSC
believes it to be in the best interests of its shareholders, to acquire 100% of
the authorized and issued shares of Subsurface Energy, Inc.("SEI"). The
Constituents are in accord to effect this Agreement, with terms and conditions
as follow:
NOW THEREFORE. in consideration of the above stated, the
covenants, promises and representations of each Constituent to
this Agreement are as follows:
ARTICLE I
1.1 Organization. TIP is duly organized, validly existing and in good standing
in the State of Texas, U.S.A.; has all necessary, powers to own its property and
carry on its business as now owned and operated by it in any geographic area in
the United States or elsewhere, wherein its business requires qualification.
1.2 Capital Stock. Of the common shares of TIP authorized, and
outstanding, all are fully paid and non-assessable.
1.3 Subsidiaries. TIP has no subsidiaries, nor does it own any
interest in any other enterprise, excepting those known to
Constituents of this Agreement.
1.4 Financial Information. Property descriptions, lease assignments. and
valuations with geological documentation is available for perusal upon request
by any concerned shareholder or state or federal agency. Neither Agent nor SEI
makes nor gives any warranty or guarantee, express or implied regarding
valuations or other financial reports documentation which is given or made by
any third party. WSC and TIP, hereby discharges and indemnifies Agent, and SEI,
against all debts, liabilities, losses or obligations made or incurred in
connection with any valuations or other financial reports or documentation which
is given or made by any third party.
1.5 Litigation. SEI is not involved in any litigation, the nature of which would
be considered other than a common hazard of conducting its business. It is not
in default with respect to any order, writ, injunction or decree of any court of
the United States or any foreign country,
1.6 Authority. Agent has the right to sell and is authorized to sell it's
client's shares of SEI, being the contracted Agent for all the holders of the
closely held, SEI, and is authorized execute this Agreement and has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a. legal, valid and binding obligation of Agent, and is enforceable in
accordance with its terms and conditions.
ARTICLE II
2.1 Organization. TIP, is duly organized validly existing and in good standing
in the State of Texas, U.S.A.. TIP has all necessary powers to issue its shares,
own its property, and carry on its business as now owned and operated by it in
any geographic area of the United States or elsewhere wherein its business
requires qualification.
2.2 Exchange of securities The following shares shall be
issued to Agent and/or assigns: l,628,797 TIP shares of $20.00 par, Convertible,
Class A, Preferred Stock, earning a 6% dividend per annum, in exchange for
3,257,453 $10.00 par, Common Shares of SEI, from Agent, these being all of the
issued and outstanding shares of Subsurface. The Preferred Shares of TIP are
convertible any time after issuance, in total or in part, to Common Shares of
WSC. Restricted Common Stock of WSC received through conversion
shall bear a legend in accordance with SEC Rule 144. The
Preferred TIP shares to be converted on a l = 1 ratio with WSC
Common stock. The purchase price of SEI is based. upon
evaluation of this company's proven, and proven producing
reserves at $32,095,940. and $478,000. of oil field equipment
Other Shares included in this transaction are 5,000 shares of $40.00 par
Convertible, Class -B, Preferred Stock, of WSC, earning a 5% annual dividend,
first payment, September 28, 2000, conversion ratio: 1Pr=3 Com Shrs.; conversion
at discretion of holders any time after issuance. These shares to be issued to
persons for their efforts negotiating this transaction. After conversion, and.
at a later date, WSC, according to internal agreement with its subsidiary will
assist by arranging the sale of 10,625 shares of the common stock, through a
stock brokerage firm at market value, but for no less than $20.00, or, in lieu
of being able to arrange this transaction, or in event the market should fall
below $20.00, WSC shall purchase the 10,625 shares at a minimum of $20.00 per
share, at $25,000 per month for five months and $87,500. on the sixth month.
Date for initial sale or purchase shall be determined between the Constituents
within 40 days from conversion date and payments are to be made according to the
schedule as noted above: 6 monthly payments in total, in those amounts stated.
Unless terms are renegotiated between the Constituents, payments will not begin
until at least the 16th month from the date of this Agreement.
2.2(a) At the effective date hereto, there shall not, be any outstanding
subscriptions, options., rights, warrants, debentures, convertible securities,
preferred stock or other such instruments or commitments unknown to TIP or WSC
obligating SEI to issue or transfer from the later firm's treasury, additional
shares of its capital stock of any class.
2.2(b) Agent shall, according to agreement with its clients, be responsible for
distribution of the certificates of $20.00 par Convertible Preferred Stock and
Common Stock, to the shareholders of SEI. The certificates shall be issued in
the names of the shareholders, and in such denominations per shareholder as
shall be presented to TIP.
2.3 Subsidiaries. TIP currently has no subsidiaries or divisions. It is the
intent that SEI shall become a division of TIP, responsible for production and
coordination with the field management group.
2.4 Financial Information. All financial information of SEI is
currently known to the Constituents.
2.5 Litigation. SEI is not involved in any litigation, the nature or which would
he considered other than a common hazard of conducting business. SEI is not in
default with respect to any order, writ, injunction or decree of any court of
the United States or any foreign country.
2.6 Authority Shareholders owning the legally required percentage of voting
stock in SEI, have authorized the execution of this Agreement and consummation
of the transaction contemplated herein. Agent has full power and authority to
execute. deliver and perform this Agreement and this Agreement is a legal, valid
and binding obligation of Agent and SEI, and is enforceable in accordance with
its terms and conditions.
ARTICLE III
3.1 Organization. WSC's common shares are those shares which will ultimately be
received by the shareholders of SEI, to be distributed at the time of conversion
of the TIP preferred shares. WSC has experienced several name changes over the
years. Prior to changing its name to WolfStone, the Company name was Integrated
Direct, Inc., with the stock trading Symbol IDIR.
3.2 Domicile. WSC has experienced changes in domicile, the
most recent past was the State of Delaware. The public Company
domicile is now, the State of Nevada
3.3 Corporate headquarters and Operations Headquarters. WSC's business
headquarters is in the City of Woodbridge, California; its operational
headquarters is in the City of Abilene, Texas.
3.4 Material Contracts. Neither TIP, nor WSC have any material contracts to
which either is a party, or by which it is bound which would effect this
transaction in a negative manner.
ARTICLE IV
4.1 Terms and Conditions This transaction shall be accomplished by means of a
tax free stock for stock exchange. TIP shall acquire 100% of the authorized and
issued stock, with all assets and liabilities of SEI (3,257,453 shares, of
$l0.00 par), in exchange for 1,628,727 shares of $20.00 par, Convertible,
Class-A. Preferred Shares of TIP. The total
purchase price of $32,573,940 was based on professional valuation of SEI's
proven, producing reserves plus $478,000 of oil field equipment. 5000 shares of
WSC's Convertible, Class-B Preferred Stock, with voting privileges, and earning
a 5% annual dividend, shall be issued to persons assisting the negotiations of
this acquisition. According to agreement between WSC and TIP, TIP's Convertible
Preferred Stock will become convertible to the Common Shares of the publicly
held WSC, instead of the common shares of TIP.
ARTICLE V
5.1 Effective Date. This Agreement shall become Effective, upon
the execution by authorized, signatures of the Constituents.
The exchange of physical shares involved in the herein detailed
transaction shall be accomplished expeditiously.
5.2 Counterparts. This Agreement may be. executed in one or more counterparts
each of which shall be deemed an original but all which together shall
constitute one and the same instrument. This document may be executed by the
Constituents, utilizing facsimile transmission, to bind this Agreement, and it
shall be as legally binding as though executed in hard copy.
5.3 Hard Copy. The Constituents may utilize facsimile transmission to legally
bind this Agreement but the Constituents shall at their convenience execute
multiple (4) Hard Copies for WSC. the publicly held corporation, for filing with
any agencies in event this should be applicable.
ARTICLE VI
6.1 Non-waiver. The failure of any Constituent to this Agreement to insist in
any one or more cases upon the performance by another Constituent, of any of the
provisions terms or conditions of this Agreement, or to fail to exercise any
option herein contained shall not be construed as a waiver or relinquishment of
any other provision term or condition of this Agreement. No waiver by a
Constituent or a breach by the other Constituent, shall be construed as a waiver
with respect to any other subsequent breach.
6.2 Captions and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only and shall not define, limit, or
add to the meaning of any provision of this Agreement.
6.3 Notices. Any formal notices, or demands by a constituent Company hereto,
shall be in writing and of hard copy, and shall be deemed to be duly given on
the date of delivery by courier, or "served" on the tenth day after mailing, if
mailed to the Constituent to which notice is being given, by first class,
registered or certified, postage prepaid to the headquarters office of the
Constituent, to its address as it may be at a given time.
6.4 Venue. This Agreement and its application shall be
governed by the laws of the State of Texas and be construed by
the appropriate courts of the State of Texas. Venue shall be in
Xxxxxx County, Texas.
6.5 Binding Effect. This Agreement in all its terms and conditions shall inure
to and be binding upon the Corporate successors, directors, senior officers,
executors and assigns, of each of the Constituent Companies and major
shareholders thereof.
6.6 Mutual Consideration. The constituents hereto shall cooperate with each
other to achieve the mutually desired 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 successfully accomplish the intention of
the transaction described herein, for the best interests of each of the
Constituent Companies.
6.7 Exhibits. Any exhibit referred to in this agreement, but not currently
available, shall be provided at the earliest possible date. The representations
by the Constituents hereto, of this Agreement and in any Attachments or
Addendums hereto, shall survive the Effective Date hereof, and shall supercede
any and all prior agreements and understandings, if any, between the Constituent
Companies. and subsequent to the Effective Date of this Agreement. can only be
modified by resolutions ratified by the Boards of Directors of each of the
Constituent Companies or by vote of shareholders carrying the right to vote a
majority of the controlling shares of the parent corporation.
IN WITNESS WHEREOF, Each of the Companies being Constituents hereto have
expressed their acceptance and agreement of the terms and conditions of this
Agreement by their duly authorized representatives affixing their respective
signatures below.
For WolfStone Corporation For Texas International
Petroleum, Inc.
By: /s/ Xxxxx X. Xxxxx By: /s/ X.X. Xxxxxxx
Xxxxx X. Xxxxx, Acting Secretary XX Xxxxxxx, Director
Ravendale Financial, Inc.
For Subsurface Energy, Inc.
By: /s/ Xxxx X. Xxxxxx
director and Authorized Signature
