Exhibit 2.2 - First Amendment to Agreement for Share Exchange and Plan of
Reorganization
FIRST AMENDMENT TO AGREEMENT FOR SHARE EXCHANGE AND PLAN OF REORGANIZATION
This First Amendment (the "Amendment") to Agreement for Share Exchange and
Plan of Reorganization is made as of the 6th day of February, 2002, by and among
WYOMING OIL AND MINERALS, INC., a Wyoming corporation ("WYOG"), NEW FRONTIER
ENERGY, INC., a Colorado corporation ("NFE"), and XXXXXXX XXXXXX as the
principal shareholder of WYOG (the "Shareholder"), who are parties to an
Agreement for Share Exchange and Plan of Reorganization dated January 11, 2002
(the "Exchange Agreement").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree that the Exchange Agreement is
hereby amended, effective immediately, as follows:
1. The first two sentences of Section 2.2(b) of the Exchange Agreement are
hereby replaced with the following:
"Capital Structure. The authorized capital stock of WYOG consists of
25,000,000 shares of Common Stock, par value $.01 per share and 2,000,000
shares of "blank check" Preferred Stock without par value. As of the date
hereof, 1,015,716 shares of Common Stock were outstanding; no shares of
Common Stock are held by WYOG in its treasury; no shares of Preferred Stock
are outstanding or held in treasury."
2. Section 4.5 of the Exchange Agreement is hereby amended in its entirety to
read as follows:
"WYOG Board of Directors and Officers. All of the officers and directors of
WYOG shall resign as of the Closing Date, but prior to such resignations
becoming effective shall appoint Xxxxxxx X. XxXxxxxxx as sole Director."
3. Section 5.3(i) of the Exchange Agreement is hereby amended so as to remove
the words "except Xxxx Xxxxxxx."
4. Section 6.1(a) of the Exchange Agreement is hereby amended in its entirety
to read as follows:
"(a) Any accrued or absolute liability of or claim against WYOG (other than
for taxes) existing at the date hereof that is in excess of the actual
aggregate liability of WYOG for the sum of the liabilities listed on
Schedule 2.2(i) and in the current WYOG SEC Reports; PROVIDED, HOWEVER,
that Shareholder shall not reimburse or indemnify WYOG nor NFE for any
liability, claim, expense or the like related in any way to the litigation
described on Schedule 2.2(k) hereto, except as expressly provided in
Section 4.8 and agreed to in Annex 1 to this Agreement;"
5. The List of Schedules appearing after the signature page of the Exchange
Agreement is hereby amended by inserting "Schedule 2.2(k) - Litigation"
after "Schedule 2.2(j)."
6. Schedule 2.2(b) to the Exchange Agreement is hereby amended by changing the
word "Warrants" in the table headings and last line of the table to
"Options."
7. Schedule 2.2(k) is hereby added to the Exchange Agreement in the form
attached hereto.
This Amendment shall be incorporated in the Exchange Agreement as if fully
stated therein and executed in the original agreement. All remaining terms and
conditions of the Exchange Agreement not addressed herein, are unchanged and in
full force and effect, and are hereby ratified and confirmed.
The Exchange Agreement, as amended hereby, is hereby ratified and affirmed.
Executed under seal as of the 6th day of February, 2002.
WYOMING OIL AND MINERALS, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx, Chairman
and Chief Executive Officer
NEW FRONTIER ENERGY, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx, President
SHAREHOLDER:
/s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
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Agreement for Exchange and Plan of Reorganization
By and between New Frontier Energy, Inc. and
Wyoming Oil & Minerals, Inc., dated January 11, 2002,
as amended February 6, 2002
Schedule 2.2(k) Litigation
---------------
On or about December 12, 2001, Xxxxxxxx Petroleum Company ("Xxxxxxxx") filed
suit against WYOG in the Moffat Country District Court in the State of Colorado
seeking judgment in the amount of $360,979.52 plus interest, as well as an
Operating Agreement Lien, a Mechanic's Lien, and a Xxxxx and Equipment Lien upon
WYOG's interest in certain oil leases located in Moffat County, Colorado, and
further seeking foreclosure of WYOG's interests in said property. Xxxxxxxx
alleges that WYOG has failed to pay amounts due to Xxxxxxxx pursuant to the
Operating Agreement regarding said oil leases to which WYOG and Xxxxxxxx are
parties. WYOG previously sold its interest in said leases to a third party in
June of 2001. The purchaser agreed to pay all amounts due pursuant to the
Operating Agreement, and the president of the purchasing entity personally
guaranteed such payments. Xxxxxxxx consented in writing to the sale, provided
that the third party paid the amounts due pursuant to the Operating Agreement.
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