ACQUISITION & REORGANIZATION AGREEMENT
THIS AGREEMENT sets forth the plan of acquisition and reorganization as of
the day of February 12, 1996, which Agreement shall be effective on February
12, 1996 (the "Effective Closing Date"') by and among Amalgamated
Explorations, Inc., a Colorado corporation ("PURCHASER"), Gold Basin
Exploration Inc., a Nevada corporation, ("SELLER"), and Initial Public
Offering Consultants, Inc., ("IPO")
RECITALS
WHEREAS, this plan of reorganization shall be a reorganization within the
meaning of IRC (1954) , Section 368 (a) (1) (B) as amended; and
WHEREAS, PURCHASER shall acquire 100% of all right, title and interest, in
the common stock owned of GOLD BASIN EXPLORATION, INC. from SELLER in
exchange solely for a part of PURCHASERS'S voting common stock.
AGREEMENT
NOW THEREFORE, in order to consummate the foregoing plan of reorganization
and in consideration of the mutual benefits to be derived therefrom and the
mutual agreements hereinafter contained, PURCHASER and SELLER approve and
adopt this Agreement and plan of reorganization and mutually covenant and
agree with each other as follows:
1. Shares to be Transferred and Issued. On the Effective Closing Date, the
PURCHASER shall issue 2,347,109 shares of the PURCHASER'S common stock
bearing a restricted legend in exchange for all of the Common Stock of Gold
Basin (100%) pursuant to a shareholder approved share exchange plan. (Note
that 1,817,000 shares of Common Stock were issued to Xxxxxxxxx X. Xxxxx and
Xxxxxx X. Xxxx for certain oil & gas interests pursuant to an Assignment
Agreement). It is understood by SELLER that PURCHASER is presently
authorized to issue 50,000,000 shares of common stock.
In exchange for the PURCHASER'S stock being issued to SELLER as above
described, SELLER shall on the closing date and contemporaneously with such
issuance of PURCHASER'S common stock deliver to PURCHASER shares
(representing 100% of the common stock of SELLER).
2. PURCHASER/SELLER are desirous of receiving the services of IPO as
hereinafter described and IPO is desirous of performing the said services as
hereinafter described:
a. IPO will act as a financial consultant to PURCHASER/SELLER and be
available to render advice regarding any corporate financial matter,
including corporate finance, corporate development, management/organization,
corporate philosophy and policy, and financial public relations.
b. IPO will, on a "best-efforts" basis, assist PURCHASER/SELLER with its
corporate financial needs, helping it find underwriters and assist in
negotiating terms and conditions.
C. IPO will act as PURCHASER/SELLER's financial public relations
representative helping it develop and coordinate its public relations effort.
IPO will introduce PURCHASER/SELLER to the financial community, introducing
it to brokers, market-makers, investment advisors, investors, and the
financial press as may be appropriate for PURCHASER/SELLER's financial
status.
d. IPO will assist PURCHASER/SELLER in the composition and distribution of
press releases, news articles, shareholder letters and research data to
properly inform the investment community of the investment merits of
PURCHASER/SELLER. In other words, IPO will generally act as a liaison
between the public and PURCHASER/SELLER.
e. PURCHASER/SELLER agrees to make available to IPO such information as may
be mutually determined to be desirable to be distributed to the public.
f. PURCHASER/SELLER agrees to make its management available
for such public relations activities and efforts as IPO may
determine to be necessary under the circumstances.
3. Compensation. PURCHASER has paid to IPO $25,000 as consideration for
IPO's efforts in negotiating this Agreement and for transferring the
ownership control of PURCHASER to the shareholders of PURCHASER.
4. Indemnification. All negotiations relative to this agreement
and the transactions contemplated hereby have been conducted with
the assistance of IPO, who is acting as a finder and consultant on behalf of
both PURCHASER and SELLER. Both PURCHASER and SELLER agree to hold harmless
and indemnify IPO, from any and all claim, demand, cause of action or suit
raised or filed in connection with the operation or promotion of PURCHASER
and/or SELLER and the trading of PURCHASER/SELLER's shares.
5 . Warranty and Representations by SELLER. No representation or warranty by
SELLER in this agreement, nor any statement, certificate, schedule or exhibit
hereto furnished or to be furnished by or on behalf of SELLER to this
agreement, nor any document or certificate delivered to PURCHASER pursuant to
this agreement or in connection with actions contemplated hereby, contains or
shall contain any untrue statement of material fact or omits a material fact
necessary to make the statement contained therein not misleading.
a. Nevada Corporation. SELLER represents and warrants that it is a
corporation duly organized, validly existing and in good standing under the
laws of the state of Nevada and duly qualified to do business.
b. Capitalization. SELLER is authorized to issue 20,000,000
shares of common stock. 2,347,109 shares of common stock are issued and
outstanding. There are no legal, administrative or other proceedings, or
other claims, judgments, injunctions or restrictions, either threatened,
pending or outstanding against or involving PURCHASER or SELLER which are
known, or have reasonable grounds to know, of any basis for any such
proceedings, or other claims, judgments, injunctions or restrictions, except
as herein disclosed.
6. Warranty and Representations by Purchaser. To the knowledge of the
officers of PURCHASER, PURCHASER is not a party to nor bound by any
agreement, deed, lease, power of attorney or other instrument other than
which is herein disclosed.
a. Colorado Corporation. PURCHASER represents and warrants that it is a
corporation duly organized, validly existing and in good standing under the
laws of the state of Colorado and is validly existing and duly qualified to
do business.
b. Capitalization. PURCHASER is authorized to issue 50,000,000 common
shares. Approximately 52,891 common shares are issued and outstanding.
PURCHASER is also authorized to issue 2,000,000 preferred shares of which
none have been issued. PURCHASER has approximately 410 Shareholders of
Record. American Securities Transfer, Inc. ("AST") has been the Transfer
Agent. The shareholder list is current. PURCHASER was incorporated May 5,
1986 and went public in September 1987. Upon the closing of the proposed
transaction between PURCHASER and Gold Basin, the shares will be quoted daily
in the National Daily Quotation Sheets (Pink Sheets).
c. Authorization. PURCHASER represents and warrants that the execution and
performance of this agreement and the issuance of stock contemplated hereby
have been authorized by the board of directors of PURCHASER. The shares of
PURCHASER'S common stock to be delivered pursuant to this agreement, when so
delivered, will have been duly and validly authorized and issued by PURCHASER
and will be fully-paid and nonassessable.
d. No Warranty as to Benefits. PURCHASER hereby further acknowledges and
agrees that no representations or warranties have been made by itself or IPO,
as to the benefits to be derived by SELLER in completing this transaction.
e. Tax and Securities. It is expressly understood and agreed that neither
IPO, nor PURCHASER or its officers or agents have made any warranty or
agreement, expressed or implied, as to the tax or securities consequences of
the transactions contemplated by this agreement or the tax or securities
consequences of any action pursuant to or growing out of this agreement.
7. Actions Prior to Closing.
a. Transfer of Property. SELLER shall duly comply with all applicable laws
as may be required for the valid and effective transfer of property, assets
and business contemplated by this agreement.
b. Survival of Warranties. The representations and warranties made by
PURCHASER in this agreement or given on its behalf hereunder shall be
substantially accurate in all material respects on and as of the closing date
with the same effect as though such representations and warranties had been
made or given on and as of the closing date.
C. Compliance with Terms of Agmt. SELLER shall perform and comply with all
its obligations under this agreement which are to be performed and complied
with by it prior to or on the closing date including the delivery of its
documents specified herein.
d. Board Approval. This Agreement shall have been approved by the boards of
directors of both PURCHASER and SELLER.
e. Restricted Sale of Stock. SELLER covenants and warrants that the shares
of common stock of the PURCHASER to be received by them pursuant to this
agreement are being acquired for their own account and for investment and not
with the present view toward the sale or distribution thereof and will not be
disposed of except (i) pursuant to an effective registration statement under
the
Securities Act of 1933, as amended, or (ii) another transaction, which, in
the opinion of counsel acceptable to PURCHASER, is exempt from registration
under the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. In order to effectuate
the covenants of this paragraph, an appropriate endorsement will be placed on
the certificates for shares of common stock of PURCHASER delivered to SELLER
pursuant to this agreement and stop transfer instructions shall be placed
with the transfer agent for the securities.
f. Rule 144. SELLER is aware that the shares distributed to
him will not have been registered pursuant to the Securities Act of 1933,
as amended; and, therefore, under current interpretations and applicable
rules, particularly Rule 144, he will probably have to retain such shares for
a period of at least two (2) years and at the expiration of such two-year
period his sale may be confined to brokerage transactions of limited amounts
requiring a notification filing on Form 144 with the Securities and Exchange
Commission and such disposition may be available only if the PURCHASER is
current in his filings with the Securities and Exchange Commission and SELLER
is aware of Rule 144 issued by the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and the other limitations imposed
thereby on their disposition of PURCHASERIS shares.
8. Governing Law. This agreement may not be modified or terminated orally,
and shall be construed and interpreted according to the laws of the State of
Colorado and enforced in its courts.
9. Assignment, Amendment and Notification. This agreement shall not be
assigned by any party without the written consent of the other. PURCHASER
and SELLER may amend, modify and supplement this agreement in such manner as
may be agreed upon by them in writing.
10. Termination and Abandonment. This agreement may be terminated and the
transactions provided for by this agreement may be abandoned without
liability on the part of any party to any other, at any time before the
closing date by mutual consent of PURCHASER and SELLER. In the event of
termination and abandonment by any party as herein provided, written notice
shall forthwith be given to the other party, and each party shall pay its own
expenses incident to preparation for the consummation of this agreement and
the transactions contemplated hereunder. In the event that this Agreement
has not been completed by the closing date or within thirty days thereafter,
this Agreement and the transactions contemplated hereby shall be deemed to
have been abandoned and neither party shall be under any further obligation
to the other. In the event of such termination or abandonment, SELLER shall
forfeit any deposits, payments or other consideration tendered in connection
with the execution of this Agreement, unless otherwise expressly provided
herein.
11. Notice. All notices, requests, demands and other communications hereunder
shall be deemed to have been duly given, if delivered by hand or mailed,
certified or registered mail with postage prepaid:
If to PURCHASER:
Amalgamated Explorations, Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
If to SELLER:
Gold Basin Exploration, Inc.
c/o 0000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000
12. Entire Agreement. This instrument embodies the entire agreement between
the parties hereto with respect to the transactions contemplated herein, and
there have been and are no agreements, representations or warranties between
the parties other than those set forth or provided for herein. Any
announcements, amendments or modifications shall be set forth in writing and
approved by the parties hereto.
13. Counterparts. This agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14. Further Documentation. PURCHASER and SELLER agree to execute any and all
other documents and to take such other action or corporate proceedings as may
be necessary or desirable to carry out the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed all as of the day and year first above written.
AMALGAMATED EXPLORATIONS, INC.
("PURCHASER"
By:
Xxxxx X.Xxxxxxxx President
GOLD BASIN EXPLORATIONS, INC. ("SELLER")
By:
Xxxxx X.Xxxxxxxx President
INITIAL PUBLIC 0FFERING CONSULTANTS INC., ("IPO")
By:
Xxxxx X.Xxxxxxxx President
