AGREEMENT AND PLAN OF REORGANIZATION
THIS
AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as
of June 12, 2009 by and between Tamm Oil and Gas Corp., a Nevada corporation
(hereinafter referred to as or “TAMO”), and Petrocorp Inc., a Delaware
corporation (the “PTCP”).
RECITALS
WHEREAS,
the PTCP owns all of the membership interests (the “Interests”) in Union Energy
(Alberta), LLC, a Colorado limited liability company (“UEA”); and
WHEREAS,
TAMO desires to acquire the Interests in exchange for 1,000,000 shares of TAMO
common stock (the “TAMO SHARES”) and PTCP is willing to sell the Interests to
TAMO in exchange for the TAMO SHARES.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in reliance upon the representations and warranties hereinafter set
forth, the parties agree as follows:
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1.
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PURCHASE
OF THE SHARES AND CONSIDERATION
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1.1 Interests
Being Purchased. Subject
to the terms and conditions of this Agreement, at the closing provided for in
Section 2 hereof (the “Closing”), PTCP sell, assign, transfer and deliver to
TAMO the Interests.
1.2 Consideration. Subject to the terms and conditions
of this Agreement and in consideration of the sale, assignment, transfer and
delivery of the Interests Sold to TAMO, at the Closing TAMO shall issue and
deliver the TAMO Shares to PTCP.
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2.
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THE
CLOSING
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2.1 Time and
Place. The closing of the
transactions contemplated by this Agreement shall be held at the offices of
Xxxxx X Xxxxxxx, Esq., 0000 Xxxxx Xxxxx Xxxx, Xxxxx Xxxxxx, XX 00000, at 4:00
p.m. on June 12, 2009, or on such other date and at such other time and place as
the parties may agree upon in writing (the “Closing”).
2.2 Deliveries
by PTCP. At the Closing,
PTCP shall deliver an instrument, reasonably satisfactory to TAMO and its
counsel, conveying the Interests, the resignation of all officers of UEA and
documents electing persons designated by TAMO as officers of
UEA.
2.3 Deliveries
by TAMO. At the Closing,
TAMO shall deliver the certificates for the TAMO SHARES registered in the name
Petrocorp Inc.
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3.
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REPRESENTATIONS
AND WARRANTIES OF PTCP
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PTCP, represents and
warrants to TAMO as follows:
3.1
Title.
PTCP owns all of the Interests, and shall transfer to TAMO at the
Closing good and valid title to the Sold Shares, free and clear of all
restrictions on transfer (other than any restrictions under federal and state
securities laws), liens, claims, options, charges, pledges, security interests,
and encumbrances of every kind, character or description. PTCP is not
a party to any voting trust, proxy, or other agreement or understanding with
respect to the Interests.
3.2
Valid and
Binding Agreement. PTCP has the full and unrestricted right, power and
authority and capacity to execute and deliver this Agreement and consummate the
transactions contemplated herein. This Agreement has been duly
executed and delivered by PTCP and constitutes the valid and binding obligation
of PTCP, enforceable in accordance with its terms.
3.3 No Conflict. The
execution and delivery of this Agreement and consummation of the transactions
contemplated hereby do not violate or conflict with or constitute a default
under any contract, commitment, agreement, understanding, arrangement or
restriction of any kind to which PTCP is a party or by which PTCP or PTCP’s
property is bound, or to the knowledge of PTCP any existing applicable law,
rule, regulation, judgment, or court order. PTCP is not and will not be required
to give any notice to or obtain any consent from any person in connection with
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.
3.4 Accurate Information.
The information filed by PTCP pursuant to the Securities Act of 1933, as amended
(the “1933 Act”) and the Securities and Exchange Act of 1934, as amended (the
“1934 Act”) is true accurate and complete and does not omit any facts, necessary
to make such documents not misleading.
3.5 Litigation. There is
no claim, action suit or proceeding, at law or in equity, pending or threatened
against PTCP or UEA, (nor, to the knowledge of PTCP, is there any basis
therefor) that might result, either in any case or in the aggregate, in any
material adverse change in the business of UEA, nor is there any judgment,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator outstanding against PTCP or
relating to UAE or the Interests having, or which insofar as can be reasonably
foreseen, in the future may have, any such effect. There is no claim, action,
suit or proceeding by PTCP currently pending or which PTCP intends to initiate
that might potentially result in a counterclaim affecting UEA or the Interests
Shares.
3.6 Organization.
3.6(a) PTCP
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware; has the corporate power and authority to
carry on its business as presently conducted; and is qualified to do business as
a foreign corporation and is in good standing under the laws of each state in
which either the ownership or use of the properties owned or used by it, or the
nature of the activities conducted by it, requires such qualification, except
where the failure to be so qualified would not have a material adverse effect on
the business or financial condition of PTCP.
3.6(b) UEA
is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of Colorado, has the corporate power and
authority to carry on its business as presently conducted; and is qualified to
do business as a foreign corporation and is in good standing under the laws of
each state in which either the ownership or use of the properties owned or used
by it, or the nature of the activities conducted by it, requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business or financial condition of UEA. The
copies of the Articles of Organization as certified by the Secretary of State of
Colorado, and the operating agreement of UEA, as certified by the Secretary of
UAE which will be delivered to TAMO for examination prior to the Closing, are
complete and correct copies of such constituent documents of UEA in effect on
the date hereof.
3.7
Property of
UEA. UAE owns, in fee simple absolute, the
property set forth on Schedule 3.7 hereto.
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4.
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INVESTMENT
REPRESENTASTION
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PTCP acknowledges that the certificates
for the TAMO SHARES will be restricted securities under the Securities Act and
will bear a restrictive legend and TAMO’s transfer agent will maintain stop
transfer instructions with respect to the certificates and the shares
represented thereby. PTCP represents that it is acquiring the TAMO
shares for investment, for its own account and not with a view to further
distribution thereof. The TAMO SHARES may not be sold by PTCP in the
absence of a registration statement under the Securities Act or the availability
of an exemption from registration.
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5.
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REPRESENTATIONS
AND WARRANTIES OF TAMO
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TAMO represents and
warrants to PTCP as follows:
5.1 Authority. TAMO has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated herein. The execution and delivery of this Agreement,
and the consummation of the transactions contemplated herein, have been duly
authorized by all necessary corporate action on the part of TAMO. This Agreement
has been duly executed and delivered by TAMO and constitutes the valid and
binding obligation of the Company, enforceable in accordance with its
terms.
5.2 Organization.
5.2(a) TAMO is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada;
has the corporate power and authority to carry on its business as presently
conducted; and is qualified to do business as a foreign corporation and is in
good standing under the laws of each state in which either the ownership or use
of the properties owned or used by it, or the nature of the activities conducted
by it, requires such qualification, except where the failure to be so qualified
would not have a material adverse effect on the business or financial condition
of TAMO.
5.2(b) The copies of the Articles
of Incorporation, and all amendments thereto, of TAMO as on file with the
Securities and Exchange Commission and publicly available through the XXXXX
system, are complete and correct copies of the Articles of Incorporation and
bylaws of TAMO in effect on the date hereof. .
5.3
Capitalization.
5.3(a) The authorized capital stock of
TAMO consists of 750,000,000 shares of Common Stock, $.001 par value,
of which 62,780,000 shares
are issued and outstanding and 1,000,000 shares of Preferred Stock, $0.001 par
value, of which there are no shares issued and outstanding. 17,000, 000 shares
will be issued on closing for the acquisition of Asperago Holdings, Xxxxxxx XX
and 000000 Xxxxxxx Ltd for their lands. All of the issued and outstanding shares
of Common Stock of the Company are duly authorized, validly issued, fully paid
and non-assessable, are not subject to preemptive rights created by statute, the
Company’s charter documents or bylaws or any agreement to which the Company is a
party or by which it is bound, and were offered and sold in compliance with
applicable state and Federal securities laws.
5.3(b) There are 1,280,000 outstanding options
and warrants with an average weighted exercise price of $1.75 issued and
outstanding and no other options, warrants, subscriptions, calls, rights,
demands, commitments, convertible securities or other agreements or arrangements
of any character or nature whatsoever to which TAMO is a party or by which it is
bound obligating TAMO to issue, deliver or sell, or cause to be issued, sold or
delivered, additional shares of capital stock of TAMO or obligating TAMO to
grant, extend or enter into any such option, warrant, subscription, call, right,
demand, commitment, convertible security or other agreement.
5.4 Litigation. Except for the previously disclosed
Deepwell Oil and Gas actions in the court of Nevada, there is no claim, action,
suit, proceeding or investigation, at law or in equity, pending or threatened
against TAMO affecting any of its properties or assets or, to the knowledge of
TAMO, against any officer or director of TAMO that might result, either in any
case or in the aggregate, in any material adverse change in the business,
operations, affairs or condition of TAMO or any of its properties or assets, or
that might call into question the validity of this Agreement, or any action
taken or to be taken pursuant hereto, nor is there any judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator outstanding against TAMO having, or which,
insofar as can be reasonably foreseen, in the future may have, any such
effect.
5.5 Compliance
with Applicable Law. TAMO
has complied with all applicable laws, regulations, orders and other
requirements of all governmental entities having jurisdiction over it and its
assets, properties and operations, except in any case where the failure to
comply would not have a material adverse effect on the business, assets or
financial condition of TAMO. TAMO has not received any notice of any material
violation of any such law, regulation, order or other legal requirement, and is
not in material default with respect to any order, writ, judgment, award,
injunction or decree of any governmental entity, applicable to TAMO or any of
its assets, properties or operations.
5.6
No Conflict.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby do not and will not conflict with or result in
a breach of any term or provision of, constitute a default under or result in a
violation of, the Articles of Incorporation or bylaws of TAMO, any agreement,
contract, instrument, lease, license, agreement or undertaking to which TAMO is
a party or by which it or any of its assets are bound, or any judgment, decree,
order or writ by which TAMO is bound or to which it or any of its assets or
properties are subject.
5.7
Consent. TAMO
is not required to submit any notice, report, statement, or other filing with
and no consent, approval, order or authorization by any person is required to be
obtained by TAMO in connection with the execution and delivery of this
Agreement, other than (a) such consents, approvals, orders, authorizations,
registrations, declarations and filings as may be required under applicable
state securities law and (b) such other consents, approvals, orders,
authorizations, registrations, declarations and filings which if not obtained or
made would not have a material adverse effect on TAMO.
5.8 Compliance with Securities
Laws
5.8(a) All reports
required to be filed by TAMO with the Securities and Exchange Commission
(collectively, the “Reports”) have been properly filed and comply in all
material respects with the requirements of the 1934 Act and the rules and
regulations promulgated thereunder with respect to such Reports. None of the
filed Reports contain any untrue statement of a material fact, or fail to state
any material fact required to be stated therein or necessary to make the
statements made therein not misleading.
5.8(b) Except for a
normal review of financials - No formal or informal investigation or examination
by the Securities and Exchange Commission or by the securities administrator of
any state is pending or threatened against TAMO.
5.8(c) TAMO has not
been convicted of any felony or misdemeanor in connection with the purchase and
sale of any security or involving the making of any false filing with the
Securities and Exchange Commission.
5.8(d) TAMO is not
subject to any order, judgment or decree of any court of competent jurisdiction,
temporarily or preliminarily restraining or enjoining, or subject to any order,
judgment or decree of any court of competent jurisdiction, permanently
restraining or enjoining, TAMO from engaging in or continuing any conduct or
practice in connection with the purchase or sale of any security or involving
the making of any false filing with the Securities and Exchange
Commission.
5.8(e) TAMO does not
have a class of securities registered under and is not subject to Section 12(g)
of the Securities Exchange Act of 1934.
5.9 Investment
Company. TAMO is not
required to be registered as an investment company under the Investment Company
Act of 1940, as amended, and neither TAMO nor its officers or directors are
required to be registered as investment advisors under the Investment Advisor
Act of 1940, as amended.
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6.
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SURVIVAL
OF REPRESENTATIONS AND WARRANTIES
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The
representations and warranties contained herein shall survive the Closing, but
shall expire on the first anniversary date following the date of Closing, unless
a specific claim in writing with respect to these matters shall have been made,
or any action at law or in equity shall have been commenced or filed before such
anniversary date. Any investigations made by or on behalf of any of the parties
prior to the date of Closing shall not affect any of the parties’ obligations
hereunder. Completion of the transactions contemplated herein shall not be
deemed or construed to be a waiver of any right or remedy of any of the
parties.
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7.
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TERMINATION
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10.1 Termination. This
Agreement may be terminated at any time prior to the Closing Date:
(a) by mutual written
consent of TAMO and PTCP;
(b) by TAMO if
there has been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement by PTCP; or
(c) by PTCP if
there has been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement by TAMO.
7.2 Effect of
Termination. Termination of this Agreement in accordance with Section 7.1
may be effected by written notice from either TAMO or PTCP, as appropriate,
specifying the reasons for termination and shall not subject the terminating
party to any liability for any valid termination.
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8.
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MISCELLANEOUS
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8.1 Further Assurances.
From time to time, at the other party's request and without further
consideration, each of the parties will execute and deliver to the others such
documents and take such action as the other party may reasonably request in
order to consummate more effectively the transactions contemplated
hereby.
8.2 Payment of Fees and
Expenses. If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
of this Agreement, the successful or prevailing party shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.
8.3 Parties in
Interest. Except as
otherwise expressly provided herein, all the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the respective heirs, beneficiaries, personal and legal
representatives, successors and assigns of the parties
hereto.
8.4 Entire
Agreement; Amendments.
This Agreement, including the Schedules, Exhibits and other documents and
writings referred to herein or delivered pursuant hereto, which form a part
hereof, contains the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by a written instrument duly executed by the parties or their
respective successors or assigns.
8.5 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
8.6 Pronouns. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person, persons,
entity or entities may require.
8.7 Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
8.8 Governing
Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York as they are applied to contracts executed, delivered and to be performed
entirely within such state.
8.9 Person. For purposes of this Agreement, the
term “Person” shall mean any individual, corporation, partnership, joint venture
or other business enterprise or entity and any governmental agency, federal,
state or local.
8.10 Notices. Any and all notices, demands or other
communications required or desired to be given hereunder by any party shall be
in writing and shall be validly given or made to another party if given by
personal delivery, telex, facsimile, telegram or if deposited in the United
States or Canadian mail, certified or registered, postage prepaid, return
receipt requested. If such notice, demand or other communication is given by
personal delivery, telex, facsimile or telegram, service shall be conclusively
deemed made at the time of receipt. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given
at the close of the third business day after the deposit thereof in the United
States or Canadian mail addressed to the party to whom such notice, demand or
other communication is to be given as hereinafter set forth:
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If
to TAMO:
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At
the address set forth below his name on the signature page of this
Agreement.
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If
to the PTCP:
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At
the address set forth below its name on the signature page of this
Agreement.
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In
either case with a copy to:
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and
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Xxxxx
X. Xxxxxxx, Esq.
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0000
Xxxxx Xxxxx Xxxx
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Xxxxx
Xxxxxx, Xxx Xxxx 00000
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8.11
Payment of
Expenses.
TAMO and PTCP shall each bear their own
fees and expenses (including legal fees) incurred incident to the preparation
and carrying out of the transactions contemplated herein.
SIGNATURE
PAGE FOLLOWS
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
parties hereto as of the date first above written.
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TAMM
OIL AND GAS CORP.,
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a
Nevada corporation
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Name:
XXXXXX XXXXXX, President
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Address:
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Xxxxx
000, 000 0xx Xxx XX
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Xxxxxxx,
XX, Xxxxxx X0X
0X0.
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PETROCORP
INC., a Delaware corporation
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By:
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Name: Xxxxx
Xxxxxxxxxx, President
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Address:
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0000 Xxxxx Xxxxx Xxxx | |
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Xxxxx
Xxxxxx, Xxx Xxxx
00000
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SCHEULE
3.7
Eight
contiguous sections (totaling 5,120 acres) of oil sands leases in the Peace
River Oil Sands Area of northern Alberta, Canada with a term of 15 years
expiring on or about May 15, 2023.
