AMENDING AGREEMENT NO. 4 (MERGER Agreement and plan of merger) THIS AMENDING AGREEMENT AND CONSENT is made as of March 14, 2011
Exhibit 2.5
AMENDING AGREEMENT NO. 4
(MERGER Agreement and plan of merger)
THIS AMENDING AGREEMENT AND CONSENT is made as of March 14, 2011
BETWEEN:
MAINLAND RESOURCES, INC., a company existing under the laws of the State of Nevada, USA
("Mainland")
AND:
AMERICAN EXPLORATION CORPORATION, a company existing under the laws of the State of Nevada, USA
("American Exploration")
WHEREAS:
(A) Mainland and American Exploration (each a "Party" and, together, the "Parties") have entered into a Merger Agreement and Plan of Merger dated March 22, 2010, as amended by a Letter Agreement dated July 28, 2010, as further amended by an Amending Agreement dated September 7, 2010 and an Amending Agreement dated December 23, 2010 (as so amended, the "Merger Agreement") which, subject to certain conditions, contemplates a merger between the Parties to be effected pursuant to Chapters 78 (Private Corporations) and 92A - Mergers, Conversions, Exchanges and Domestications, of the Nevada Revised Statutes, with Mainland as the surviving corporation;
(B) Section 7.1 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein;
(C) The Merger Agreement is subject to termination by either Party under Section 7.3 of the Merger Agreement if certain conditions specified in the Merger Agreement are not satisfied at or before the "Termination Date", which is defined in Section 1.1 of the Merger Agreement to mean March 31, 2011, or such later date as may be mutually agreed by the Parties; and
(D) The Parties wish to amend the terms of the Merger Agreement to extend the Termination Date as described in this Agreement.
THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the Parties hereto covenant and agree as follows:
Certain Definitions
1. Capitalized terms not otherwise herein defined shall have the meaning ascribed to them in the Merger Agreement.
Effect of Amendment
4. This Amendment shall form a part of the Merger Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.
Acknowledgement of Grant of Additional Options by American Exploration
5. The Parties hereby acknowledge and agree that:
(a) American Exploration intends to grant 50,000 stock options (each, an "Option") to each of Xxxx Xxxxxxxx and Xxxxxxxx Xxxxx in their respective capacities as directors of American Exploration;
(b) each Option will entitle the holder to purchase one share of common stock in the capital of American Exploration for a period of 10 years;
(c) each Option will be granted at an exercise price that will be determined with reference to the market price of American Exploration's common stock on the date of grant, and is currently expected to be approximately $0.13 per share;
(d) the Options will be exchangeable for Mainland Exchange Options in accordance with section 2.2(d) of the Merger Agreement; provided, however, that, notwithstanding anything to the contrary in the Merger Agreement, each such Mainland Exchange Option will be exercisable at an exercise price of $0.52; and
(e) for greater certainty, all other Mainland Exchange Options issued in accordance with section 2.2(d) of the Merger Agreement will be exercisable at an exercise price of $1.50 per share.
Acknowledgement of Grant of Options to Xxxxxx Xxxxxxx by Mainland
6. American Exploration hereby acknowledges and agrees that, on February 2, 2011, Mainland granted 1,350,000 stock options to Xxxxxx Xxxxxxx in connection with his engagement as a consulting geologist on Mainland's Buena Vista project located in Jefferson County, Mississippi. Each option is exercisable for a period of 10 years, at an exercise price of $0.75 per share.
Outstanding Securities of American Exploration
7. The Parties acknowledge and agree that, as of the date hereof, American Exploration has issued and outstanding:
(a) 60,273,333 shares of common stock;
(b) 250,000 common stock purchase warrants; and
(c) 2,450,000 common stock options (which number, for greater certainty, excludes the 100,000 Options referred to in Section 5(a) above).
Governing Laws
7. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.
Counterparts
8. This Agreement may be executed in any number of counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the Parties, and each of which will together be deemed to be an original, notwithstanding that each Party is not a signatory to the same counterpart.
Headings
9. The descriptive headings of the several Sections of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF this Agreement has been executed by the Parties effective as of the day and year first above written.
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MAINLAND RESOURCES, INC. By: /s/ Xxxxxxx X. Xxxxxx |
AMERICAN EXPLORATION CORPORATION By: /s/ Xxxxxx Xxxxxxx |
