EXHIBIT 2.2
PLAN OF REORGANIZATION AND SEPARATION
BETWEEN
AURIC MINING CORPORATION
(A NEVADA CORPORATION)
AND
FIERO MINING CORPORATION
(A NEVADA CORPORATION)
This Plan of Reorganization is made effective and dated this day of
December 31, 1995, by and between the above referenced corporations, sometimes
referred to herein as "the Public Company" and "the Private Company",
respectively.
I. THE PARTIES
1. AURIC MINING CORPORATION ("Auric") ("the Public Company") is a Public
Nevada Corporation.
2. FIERO MINING CORPORATION ("the Private Nevada Company") is a Private
Nevada Corporation, having been acquired by Auric as a wholly-owned
subsidiary.
II. RECITALS
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF THE PUBLIC COMPANY consists of 50,000,000 shares of
common voting stock of $0.001 par value authorized, of which 4,929,855
shares are issued and outstanding.
2. THE CAPITAL OF THE PRIVATE COMPANY consists of 50,000,000 shares of
common voting stock of $.001 par value authorized, of which no shares are
issued and outstanding, Fiero having been acquired by Auric as a wholly-
owned subsidiary.
B. THE BACKGROUND FOR THE REORGANIZATION: Fiero was duly acquired by Auric
on or about March 21, 1995, following a tender by Auric to shareholders of
Fiero. Fiero owns certain businesses and assets which are deemed of substantial
value for the long-term benefit of shareholders. Management, with the advice and
consent of shareholders, have resolved and determined that the best interests of
shareholders favor a reorganization of interests, such that the Fiero and Auric
become independent entities. The Parties have resolved, accordingly, to
reorganize the two companies, by means of the following reorganization and
separation, by which the Auric will release claim and ownership of the assets,
businesses and capital stock of the Fiero, in exchange for the issuance of new
investment share of common stock of Fiero to the shareholders of Auric, share
for share, and Fiero will assume and hold Auric harmless for all liabilities of
the consolidated entity to date hereof.
PLAN OF REORGANIZATION AND SEPARATION
Auric Mining / Fiero Mining
Page 2
III. PLAN OF REORGANIZATION
A. REORGANIZATION: The Public Company and the Private Company are hereby
reorganized for the purposes set forth above, such that immediately following
the Reorganization: Fiero Mining Corporation shall cease to be a wholly owned
subsidiary of Auric Mining Corporation, both of Nevada, and by which Fiero shall
become independently owned by the shareholders of Auric as of the record date of
December 13, 1995, as of the close of business at 5:00 PM.
B. EFFECTIVE DATE: The Plan of Reorganization shall become effective
immediately approval and adoption by Corporate parties hereto, in the manner
provided by the law of its place of incorporation and its constituent corporate
documents, the time of such effectiveness being called the effective date
hereof.
C. SURVIVING CORPORATIONS: Both Nevada Corporations shall survive the
Reorganization as indicated above.
D. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and to do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
E. EFFECT OF REORGANIZATION/OUTSTANDING SHARES: Forthwith upon the
effective date hereof, the Private Company will issue one share of new
investment common stock to the shareholders of the Public Company in
consideration of the Reorganization. The ratio of exchange being one share of
Fiero for each one shares of Auric, as of the record date provided in subpart A
hereof. The Reorganization shall have the following intended consequences and
effects:
1. Auric was and shall remain, immediately before and after
Reorganization, the same public company, with the same shareholders and
management.
2. Fiero was and shall remain, immediately before and after
Reorganization, the same private company, subject to the following
provisions:
a. The Management of Auric shall continue as the Management of
Fiero, until their successors are elected;
b. The "New Investment Shares" of common stock issued by Fiero to
the shareholders of Auric, in consideration of the Reorganization
shall bear the restrictive legend, in substantially the following
form: "The shares represented by this Certificate have not been
registered under the Securities Act of 1933 and may not be resold
unless either a registration statement is then effective or an
exemption from registration is then available."
c. The description of the shares as "New Investment Shares" shall
not represent be a determination that such shares are or are not
"Restricted Securities" as defined by Regulation S 230.144 ("Rule
144"), in subsection (a) of that Rule; nor shall such
PLAN OF REORGANIZATION AND SEPARATION
Auric Mining / Fiero Mining
Page 3
description represent any determination of the availability of any
exemption from registration or resale as may be established in any
appropriate manner at any appropriate time.
d. The Management shall file a Report of the Issuance on Form D, and
shall preserve a claim of exemption that the Issuance by Fiero is
exempt from registration under Regulation D. The description of the
shares as "New Investment Shares" and the use of the restrictive
legend shall not represent be a determination that such shares are or
are not entitled to qualification under Rule 504 of Regulation D, in
contrast to Rules 505 or 506; nor shall such description or use of
legend represent any determination of the availability of any
exemption from registration or resale under Rule 504 as may be
established in any appropriate manner at any appropriate time.
e. In any case, the Management of Fiero shall and does hereby
undertake to cause the issuance of such "New Investment Shares" with
the appropriate restrictive legend, and to maintain appropriate
restriction of the their resale of such securities, as if they were
"Restricted Securities" until and unless any exemption is established
in an appropriate manner at an appropriate time, and supported by a
proper legal opinion of counsel qualified to render such an opinion.
Furthermore, Fiero shall hold Auric harmless for any issuance or
reissuance of such "New Investment Shares" to shareholders of Auric,
free of such restriction.
THIS REORGANIZATION AGREEMENT is executed on behalf of each Company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.
FIERO MINING CORPORATION AURIC MINING CORPORATION
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
by by
/s/ George M. White /s/ George M. White
- ------------------------ ------------------------
George M. White George M. White
PRESIDENT PRESIDENT
/s/ Arnold W. Wynecoop /s/ Terrence J. Dunne
- ------------------------ ------------------------
Arnold W. Wynecoop Terrence J. Dunne
EXECUTIVE VICE PRESIDENT SECRETARY/TREASURER