SHARE EXCHANGE
SHARE
EXCHANGE
THIS PLAN AND AGREEMENT OF
MERGER (hereinafter called the “Agreement”), dated as of March 27, 2009,
is between Aquablue Spring Water International, Inc., a Canadian corporation
(“TARGET”), and Aquablue International, Inc., a Nevada corporation
(“AQUA”).
WHEREAS, on the date hereof
AQUA is a corporation duly organized and existing under the laws of the State of
Nevada, having authorized capital stock of 360,000,000 shares, 350,000,000 of
which are classified and designated as common stock, $0.0001 par value, (“AQUA
Common Stock”) . 10,000,000 of the 360,000,000 authorized, shall be classified
and designated as Series A Preferred Stock, $0.0001 par value, and shall have
conversion and voting rights equal to a ratio of 1:1,000, meaning every one (1)
share of Series A Preferred Stock shall be entitled to convert into 1,000 shares
of common stock of the Company (the “AQUA Series A Preferred Stock”);
and
WHEREAS, TARGET is a
corporation duly organized and existing under the laws of Canada, currently
having authorized capital stock of 100 shares of authorized common stock, par
value $.0001 (the “TARGET Common Stock”); and
WHEREAS, there is 100,000
shares of AQUA (“AQUA ISSUED Common Stock”) issued and outstanding and such
shares constitute all of the issued and outstanding capital stock of AQUA;
and
WHEREAS, the directors of AQUA
and TARGET have determined it advisable and in the best interest of each company
that the TARGET shares be exchanged with the shares of AQUA and upon the terms
and subject to the conditions of this Agreement; and
WHEREAS, the directors of AQUA
and TARGET have unanimously approved this Agreement by written consent to action
in lieu of a meeting and a majority of the shareholders of AQUA and TARGET have
approved this Agreement by written consent to action in lieu of a meeting in
accordance with the statutes of the state of Nevada and the BVI.
NOW THEREFORE, in
consideration of the mutual agreements and covenants set forth herein, AQUA and
TARGET hereby agree as follows:
1. Share
Exchange. Upon the terms and subject to the conditions set
forth in this Agreement, TARGET shall exchange shares with shares in AQUA (the
“Share Exchange”). The Share Exchange shall become effective upon the
date of execution of this Agreement or a mutually agreeable date agreed upon by
the parties (the “Effective Time” or the “Effective Date”).
2. Succession; Officers and
Directors. The directors of TARGET immediately prior to the
Effective Time shall be the directors of AQUA, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of AQUA until their resignation
or their respective successors are duly elected or appointed and
qualified. The employees and agents of TARGET shall become the
employees and agents of AQUA entitled to the same rights and benefits which they
enjoyed as employees and agents of TARGET.
3. Further
Assurances. From time to time, as and when required by AQUA,
or by its successors and assigns, there shall be executed and delivered on
behalf of AQUA such deeds and other instruments, and there shall be taken or
caused to be taken by it all such further and other action, as shall be
appropriate or necessary in order to vest, perfect or confirm, of record or
otherwise, in AQUA the title to and possession of all property, interests,
assets, rights, privileges, immunities, powers, franchises and authority of
TARGET, and otherwise to carry out the purposes of this Agreement, and the
officers and directors of AQUA are fully authorized in the name and on behalf of
AQUA or otherwise, to take any and all such action and to execute, deliver,
file, and/or record any and all instruments, papers, and documents which shall
be or become necessary, proper, or convenient to carry out or put into effect
any of the provisions of this Agreement or of the merger herein provided
for.
Page
- 1
4. Share Exchange.
a. On
the Closing Date, subject to, and consistent with, the provisions of this
Agreement, the following shall be done simultaneously: (1) AQUA shall issue one
hundred twenty-four million nine hundred thousand (124,900,000) shares of AQUA
Common Stock and 100,000 Series A Preferred Shares (“Exchange Shares”) to TARGET
in exchange for 100% of TARGET; and (2) AQUA shall declare a 2 for 1
forward-split of the common stock sometime after the merger is complete. After
the Exchange AQUA shall have approximately one hundred twenty-five million
(125,000,000) common shares issued and outstanding, fully paid and
non-assessable and 100,000 Series A Preferred Shares issued and outstanding,
fully paid and non-assessable. AQUA shall own one hundred (100%) percent of
TARGET, and TARGET shall thereby become a wholly-owned subsidiary of
AQUA.
b. Exhibit
A attached hereto sets forth the name of each holder of TARGET Common
Stock and TARGET Preferred Stock.
c. Xxxxxx
Xx Xxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxx Xxxxx shall, from and after the Effective
Time, be the officers and directors, respectively, of AQUA until their
successors shall have been duly elected or appointed or qualified or until their
earlier death, resignation or removal in accordance with the certificate of
incorporation and the by-laws of AQUA; and
6. Amendment. Subject
to the applicable law, this Agreement may be amended, modified or supplemented
by written agreement of the parties at any time prior to the Effective
Date.
7. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and the same agreement. Telecopied or email (via PDF)
signatures shall be deemed to have the same effect as an original.
IN WITNESS WHEREOF, the
undersigned Presidents, with the attestations of a Witness, of the respective
constituent corporations, duly authorized hereunto, have executed this Agreement
as of the date first above written.
Aquablue
Spring Water International, Inc.(Canada)
By: 
CEO &
Chairman
Aquablue
International, Inc.(Nevada)
By:
Sole
Officer & Director
Page
- 2
EXHIBIT
A
LIST OF AQUABLUE
SHAREHOLDERS
|
Affiliate Shareholders:
|
Restricted
Shares
|
|
Free
Trading Shares
|
|
Xxxxxx
Xx Xxxxx:
|
48,051,150
|
||
|
0000
XXX XXXXXXXX
|
|||
|
XXX
XXXXX XX X0X0X0 XXXXXX
|
|||
|
Xxxxxx
Xxxxxxxxxx
|
12,743,750
|
||
|
Put
Cert under…
|
|||
|
AMIN
Corp.
|
|||
|
000
XXXXXXX XXXX,
|
|||
|
XXXXXXXX,XX
X0X 0X0 XXXXXX
|
|||
|
Xxxxx
Xxxxxxx
|
9,498,750
|
||
|
00
Xxxxx xx
|
|||
|
Xxxxxxx,
XX
|
|||
|
Non-Affiliate Shareholders:
|
|||
|
Xxxxxx
Xxxxx
|
125,000
|
||
|
00
Xxxxxxx Xxxxxxxx Xxxx
|
|||
|
XXX
000
|
|||
|
Xxxxxxxxxx,
XX. 00000
|
|||
|
Xxxxx
Xxxxxx
|
400,000
|
||
|
0000
Xxxxxxxx xx
|
|||
|
Xxxxxxxxx,
XX.
|
|||
|
Xxxxx
Xxxxxx
|
150,000
|
||
|
0000
XX Xxxxxxx Xxx #000
|
|||
|
Xxxxxxx,
XX 00000
|
|||
|
Xxxxx
X. Xxxxx
|
100,000
|
||
|
00
xxxxxxxx xx
|
|||
|
Xxxx
Xxxxxxxx XX
|
|||
|
Xxxxx
Xxxxxxx
|
100,000
|
||
|
00
Xxxxx Xx.
|
|||
|
Xxxx
Xxxxxx, XX
|
|||
|
Xxxxxx
Xxxxxxx
|
50,000
|
||
|
00
Xxxx Xxxxxx Xx.
|
|||
|
Xxxxxx,
XX
|
Page
- 3
|
Pierre
Page
|
335,000
|
||
|
0000
XX Xxxxxxxx
|
|||
|
Xxxxxxxxx
XX X0X XX0
|
|||
|
Xxxxxxxx
Xxxxxxxx
|
34,000
|
||
|
00000
Xxxxx Xxxxxxxx
|
|||
|
Xxxxx
Xxxxx XX X0X 0X0
|
|||
|
Xxxxxxx
Xxxxxx
|
335,000
|
||
|
00
Xxx Xxxxxxxx
|
|||
|
Xx
Xxxx Xxx Xx Xxxxxxxxx
|
|||
|
XX
X0X 3 E 7
|
|||
|
Xxxxxxxx
Xxxxxxxx
|
2,193,900
|
771,500
|
|
|
0000
Xxxxxxx Xxxxxx
|
|||
|
Xxxxxxx
Xxxxx XX X0X 0X0
|
|||
|
Xxxxxx
Xxxxxxxxx
|
20,000
|
||
|
000
Xxxxxxxxxx
|
|||
|
Xxxxxxxxx
XX JOL 1MO
|
|||
|
Xxxxxx
Xxxxxx
|
6,800
|
||
|
00
Xxxxxx Xxxxxxxxxxx
|
|||
|
Xx
Xxxxxxx XX X0X 0X0
|
|||
|
Xxxxxxxx
Xxxxxxxxx
|
6,800
|
||
|
000
Xxxxxxxxxx
|
|||
|
Xxxxxxxxx
XX JOL 1MO
|
|||
|
Guy
Ballargeon
|
4,718,750
|
250,000
|
|
|
000
Xxxxx X'Xxxxxx
|
|||
|
Xxxxx
0000 Xxxxxxxx
|
|||
|
XX
X0X 0X0
|
|||
|
Xxxx
Xxxxxxxxxx
|
100,000
|
||
|
0000
XX XXXXX
|
|||
|
Xxxxxxxx,
Xxxxxx X0X 0X0 CDN
|
|||
|
Xxxxxxx
X. Xx Xxxx
|
6,200,000
|
||
|
00
XXXXXXX XXXXXXX
|
|||
|
XX
XXXXXXXXXX
|
|||
|
XXXXXXX
XX X0X 0X0 CDN
|
|||
|
Xxxxxx
Xxxxxxx
|
100,000
|
75,000
|
|
|
00000 00xx
Xxxxxx
|
|||
|
Xxxxxxxx
XX X0X0X0
|
|||
|
Xxxxxxx
Xxxxx
|
3,030,000
|
1,000,000
|
|
|
0000
Xxx Xx Xxxxx 000
|
|||
|
Xxxxxxxx
XX X0X 0X0
|
|||
|
Xxxx
Xxxxxxx
|
21,250,000
|
1,250,000
|
|
|
0000
XXX Xxxxxxxx XXX.
|
|||
|
Xxxxx
XX X0X 0X0
|
|||
|
Xxxxxxxx
Szoatak
|
335,000
|
||
|
00
Xxxxx Xx Xxxxx0000
|
|||
|
Xxxxxxxx
XX X0X 0X0
|
|||
|
Xxxxxxx
Xxxxxxx
|
170,000
|
||
|
000
Xxx Xx Xxxxxx
|
|||
|
Xxxxxxx
XX X0X 0X0
|
Page
- 4
|
Xxxxxxx
Xxxxxx
|
135,000
|
||
|
0000
XXX Xxxxxxxx XXX
|
|||
|
XXXXX
XX X0X
0X0
|
|||
|
Georges
Valpato
|
135,000
|
||
|
0000
XXX Xxxxxxxx XXX
|
|||
|
XXXXX
XX X0X 0X0
|
|||
|
Xxxxxxxx
Xxxxxxx
|
970,000
|
||
|
000
XXXXX X'XXXXX XXXXX 0000
|
|||
|
XXX
XX X0X 0X0 CDN
|
|||
|
Xxxxxx
Xxxxxxxx
|
485,000
|
||
|
0000
XXX XXXXXXXX XXX XXXXX
|
|||
|
XX
X0X 0X0 XXXXXX
|
|||
|
Xxxxxxx
Xxxxxxxxxx
|
86,000
|
||
|
000
XXXXXX X.X.X.X.X XXX X0X 0X0
|
|||
|
Xxxx
X. Xxxxxx
|
165,000
|
||
|
000
Xxxxxxxxxx Xxx
|
|||
|
Xxx
Xxxxx, XX 00000
|
|||
|
Xxxxxxx
X. Xxxxxx
|
62,500
|
||
|
000
Xxxxxx Xxxxxx
|
|||
|
Xxxxx
Xxxxx, Xx 00000
|
|||
|
Xxxx
X. Xxxxxxxx
|
62,500
|
||
|
Blazing
Star Lane
|
|||
|
San
Diego, CA
|
|||
|
Richer
Xxxxxx
|
6,200,000
|
||
|
Xxxx
Xxxxxx
|
55,000
|
105,000
|
|
|
0
XXXXXXX XXXXX XXXXXX XXXXX
|
|||
|
XXXXXXX
XXX X0X 0X0
|
|||
|
Xxxxxx
X. Xxxxxxxx
|
50,000
|
||
|
00000
X. XXXXXXX XXXX XX. XXX#000
|
|||
|
XXXXXXXX,
XX 00000
|
|||
|
Xxxxx
Xxxxxxxxxx
|
30,000
|
||
|
Laure
Salvert
|
20,000
|
||
|
Vich
Nguyennguyen
|
300,000
|
||
|
Xxxxxxx
Xxxxxx
|
15,000
|
||
|
Xxxx
Xxxxxxxxxxx
|
75,000
|
75,000
|
|
|
Xxxxx
X’Xxxxxx
|
15,000
|
||
|
Xxxxxx
Xxxxxxxxxx
|
200,000
|
||
|
Xxxxx
Xxxxxxxx
|
1,000,000
|
||
|
Xxxx
Xxxxxx
|
35,000
|
||
|
Xxxx
Xxxxxx
|
43,000
|
||
|
Xxx
Xxxx
|
500
|
||
|
Xxxxxx
Xxxxxxxx
|
1,500
|
||
|
Xxxxxxx
Xxxxxxx
|
500
|
||
|
Xxxxx
Xxxxxxxx
|
10,100
|
||
|
Xxxxxx
Xxxxxxxx
|
3,000
|
||
|
Xxxxx
Poll
|
10,000
|
||
|
Xxx
Xxxxx
|
10,000
|
||
|
Xxxxxx
Xxxxx
|
25,000
|
||
|
Xxxxx
Xxxxxx
|
10,000
|
||
|
Xxxx
Xxxxxxx
|
10,000
|
||
|
Xxxxxxx
Xxxx
|
300,000
|
||
|
Xxxxxxx
Xxxxxx
|
400,000
|
400,000
|
|
|
105,958,900
|
18,841,100
|
Page
- 5
