AMENDMENT TO PLAN OF REORGANIZATION
THIS AMENDMENT to that certain Agreement and Plan of Reorganization made
and entered into on the 30th day of September 1996 (the "Agreement"), by and
between ANTARES RESOURCES CORPORATION, a New York corporation with its
principal place of business located at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx,
Xxxxxxx 00000 ("ARC") and UNITED KINA BREWING GROUP, LTD., a Bermuda
corporation with its principal place of business located at 00xx Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx ("Kina"), who hereby agree to amend the
specific provisions of the Agreement included herein below as follow:
Section 2.2 of the Agreement is hereby amended to read as follows:
Section 2.2 Capitalization. The authorized capitalization of ARC consists
of 200,000,000 shares of Common Stock, par value $0.001 per share and
5,000,000 shares of Preferred Stock, par value $0.01 per share.
Simultaneous with the Closing of this Agreement, the Board of Directors of
ARC shall authorize and approve a reverse split of the ARC issued and
outstanding Common Stock, whereby 1 share of Common Stock shall be issued in
exchange for every 10 shares of Common Stock presently issued and
outstanding, which reverse split shall have an effective date simultaneous
with the Effective Date of this Agreement. As a result and on Closing Date,
as defined herein, there will be no more than 2,500,000 common shares issued
and outstanding and reserved for issuance (including shares reserved for
issuance applicable to issued and outstanding Common Stock Purchase Warrants)
(the "ARC Common Shares"), except that said number of ARC Common Shares may
be increased by no more than 5% and 126,000 shares of Series B Convertible
Preferred Stock issued and outstanding (the "ARC Preferred Shares"),
convertible upon receipt by ARC of notice of the same into an aggregate
25,200 shares of common stock (post reverse split), held by the then existing
securities holders of ARC. All issued and outstanding ARC Common Shares and
Preferred Shares have been legally issued, fully paid and are nonassessable.
The balance of Section 2.2 of the Agreement shall remain as stated.
Section 3.5 (a)(iv) is hereby amended to read as follows:
(iv) the Closing does not take place by the close of business on or before
November 6, 1996, this Agreement shall be canceled and void, unless the Closing
date is extended by the mutual consent of the parties hereto in writing.
Section 3.8 is hereby amended to read as follows:
Section 3.8 Effective Date. The parties hereto hereby agree that the
Effective Date of the transaction proposed herein shall be 5:00 P.M. Pacific
Time on November 6, 1996, unless the parties agree otherwise, in writing.
DATED this 7th day of October, 1996.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Amendment to the Agreement to be executed by their respective officers,
hereunto duly authorized, and entered into as of the date first above written.
ANTARES RESOURCES CORPORATION
ATTEST:
------------------------- By:----------------------------
Secretary or Xxxxxxx X. Xxxxx, President
Assistant Secretary
ATTEST: UNITED KINA BREWING GROUP, LTD.
------------------------- By: ----------------------------
Secretary or Xxxxxxxx Xxx, President
Assistant Secretary
