EXHIBIT 2.2
AMENDMENT TO
EXCHANGE AND MERGER
AGREEMENT
===================
THIS AMENDMENT (the "Amendment"), dated October 13, 1999, to that certain
Exchange and Merger Agreement (the "Merger Agreement"), dated as of July 22,
1999, by and among American Rivers Oil Company, a Wyoming corporation ("AROC"),
American Rivers Oil Company, a Delaware corporation ("AROC Delaware"), and
Alliance Resources Plc, a public limited company incorporated in England and
Wales ("Alliance"). AROC, AROC Delaware and Alliance are referred to
collectively as the "Constituent Entities."
WHEREAS, the Constituent Entities desire to amend (the "Amendment") the
Merger Agreement in accordance with Section 12.8 of the Merger Agreement.
------------
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the undersigned parties hereby agree
as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
have the meanings given in the Merger Agreement.
2. Section 8(a) is amended to read in its entirety as follows:
(a) The actions required by Sections 10.9 and 10.10 shall have
-----------------------
occurred and all other options or rights to purchase or acquire AROC
Shares shall have been canceled.
3. Section 9(e) is amended to read in its entirety as follows:
(e) All outstanding options or other rights to purchase or acquire
Alliance Ordinary Shares (other than the warrants and other rights
provided for by Sections 10.4, 10.5, 10.6 and 10.10 and the option to
-----------------------------------
purchase 50,000 Alliance Ordinary Shares held by Xxxx Xxxxxx & Co.
Ltd.) shall have been canceled without further liability to AROC or
Alliance.
4. Section 10.7 is amended to read in its entirety as follows:
10.7. AROC Delaware Capitalization. On or prior to the Mailing Date,
----------------------------
AROC Delaware shall revise its Certificate of Incorporation to provide
that the authorized capital stock of AROC Delaware shall consist of
200,000,000 shares, consisting of 180,000,000 shares of common stock,
par value $0.001 per share, 100 of which shall be issued and
outstanding, 10,000,000 shares of preferred stock, par value $0.001
per share, none of which shall be issued and outstanding, and
10,000,000 shares of
convertible restricted voting stock, par value $0.001 per share, none
of which shall be issued and outstanding.
5. New Sections 10.9, 10.10 are added to read in their entirety as
follows:
10.9 AROC Options. "As permitted by Section 8(i)(ii) of the Metro
------------
Cable Corporation 1992 Stock Option Plan and Section 6(f)(2) of the
American Rivers Oil Company 1995 Stock Option and Stock Compensation
Plan, prior to the Mailing Date AROC shall (i) provide that the holder
of each option outstanding under those plans shall terminate as of a
date fixed by the committee not later than 30 days after the Mailing
Date; (ii) notify the holders of all outstanding options under those
plans at least 30 days in advance of the date so fixed; and (iii)
provide that any holder of an outstanding option under those plans
shall have the right, during the period of 30 days preceding such
termination, to exercise the option as to all or any part of the AROC
Shares covered thereby, including shares as to which such option would
not otherwise be exercisable. Any AROC Shares issued upon exercise of
such options shall have the same rights provided all AROC Shares in
Section 3.2 of this Agreement.
-----------
10.10. Consult & Assist Options. The options to purchase up to
------------------------
275,000 AROC Shares held by Consult & Assist shall, at the Effective
Time, be converted into the right to receive an option to purchase
30,250 AROC Delaware Shares at an exercise price of $10.00 per share.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first written above.
AROC:
AMERICAN RIVERS OIL COMPANY
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: President
AROC Delaware:
AMERICAN RIVERS OIL COMPANY
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: President
Alliance:
ALLIANCE RESOURCES PLC
By:
------------------------------
Name:
------------------------------
Title:
------------------------------
