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EXHIBIT 2.1
PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
Quintessence Oil Company a Wyoming corporation, hereinafter referred to
as "QTSN", the shareholders of IPSL, Inc. who are collectively the
"SHAREHOLDERS" of IPSL, Inc. ("IPSL"), agree as follows:
ARTICLE 1. PLAN OF REORGANIZATION
PLAN ADOPTED
Section 1.01 A Plan of Reorganization of QTSN and IPSL, pursuant to the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is
adopted as follows:
(a) SHAREHOLDERS will transfer to QTSN one hundred percent (100%) of the
issued and outstanding shares of the common stock of IPSL as set forth in
Exhibit "A" attached hereto.
(b) In exchange for the shares transferred by SHAREHOLDERS, QTSN will
issue and cause to be delivered to SHAREHOLDERS 1,500,000 shares of common
stock, par value $0.00001, of QTSN.
CLOSING DATE
Section 1.02 Subject to the conditions precedent set forth herein, the
parties shall consummate the transaction and the plan of reorganization on or
prior to May 30, 1999, without the mutual consent of the parties hereto, or at
such other time as selected by QTSN, but no later than June 15, 1999.
ARTICLE 2. WARRANTIES AND REPRESENTATIONS
OF QUINTESSENCE OIL, INC.
Section 2.01 QUINTESSENCE OIL is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Wyoming.
Section 2.02 QUINTESSENCE OIL has the corporate power and authority to
enter into this Plan and Agreement of Reorganization.
Section 2.03 QUINTESSENCE OIL has at least 1,500,000 shares of common
stock authorized but unissued as of the date of this transaction.
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
Section 2.04 There are no liens, pledges, chattel mortgages, or other
encumbrances of any kind against the 1,500,000 shares of common stock to be
issued by QUINTESSENCE OIL pursuant to this transaction.
Section 2.05 There are no undisclosed interests, present or future, in
the shares to be issued by QUINTESSENCE OIL, nor does QUINTESSENCE OIL know of
any assertion of such an interest.
Section 2.06 QUINTESSENCE OIL is not required by any provision of
federal, state, or local law to take any further action or to seek any
governmental approval of any nature prior to the issuance by it of the
QUINTESSENCE OIL shares.
Section 2.07 There are no provisions of any contract, indenture, or
other instrument to which QUINTESSENCE OIL is a party or to which the
QUINTESSENCE OIL shares could be subject to which would prevent, limit, or
condition the issuance of the QUINTESSENCE OIL shares to IPSL.
Section 2.08 QUINTESSENCE OIL will provide all documentation necessary
to comply with the Certificate of Incorporation, Bylaws nor any other agreement
or corporate resolutions that all steps were taken as and if required by
QUINTESSENCE OIL to obtain stockholder approval or other necessary approvals
prior to QUINTESSENCE OIL issuing shares to IPSL.
Section 2.09 QUINTESSENCE OIL currently has no subsidiaries.
Section 2.10 QUINTESSENCE OIL currently is an active business entity.
Section 2.11 QUINTESSENCE OIL is publicly traded on the OTC:BB.
Section 2.12 QUINTESSENCE OIL has delivered to SHAREHOLDERS the 1997 10K
and the 10Q filings for the subsequent three quarters.
Section 2.13 QUINTESSENCE OIL is not a party to nor has it been
threatened with any litigation or governmental proceeding which, if decided
adversely to it, would have a material adverse effect upon the transaction
contemplated hereby, or upon the financial condition or net worth of
QUINTESSENCE OIL, or which would create a material liability on the part of
QUINTESSENCE OIL.
Section 2.14 QUINTESSENCE OIL has filed all federal income tax returns
and, in each state where qualified or incorporated, all state income tax or
franchise tax returns which are required to be filed, has paid all taxes as
shown on said returns as have become due, and has paid all assessments received
to the extent that such assessments have become due.
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
Section 2.15 The shares of stock of QUINTESSENCE OIL which are to be
issued and delivered to SHAREHOLDERS pursuant to the terms of this Agreement,
when so issued and delivered, will be validly authorized and issued, and will be
fully paid and non-assessable. No shareholders of QUINTESSENCE OIL will have any
preemptive right of subscription or purchase in respect thereof.
ARTICLE 3. WARRANTIES AND REPRESENTATIONS OF IPSL INC. AND THE SHAREHOLDERS OF
IPSL INC.
Section 3.01 IPSL is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada.
Section 3.02 IPSL has the corporate power and authority to enter into
this Plan and Agreement of Reorganization.
Section 3.03 By executing this Agreement and Plan of Reorganization,
IPSL is acting solely for its own behalf.
Section 3.04 SHAREHOLDERS are acquiring the 1,500,000 shares of common
stock of QUINTESSENCE OIL for their own behalf and not with a view to distribute
or transfer the shares to a third party.
(a) Seller will not, directly or indirectly, offer or sell,
transfer or otherwise dispose of all or any portion of the
Shares, or solicit any offer to buy, purchase or otherwise
acquire all or any portion of the Shares, after the Closing Date,
unless the Shares are duly registered under the Securities Act of
1933, as amended (the "Act") and under applicable state
securities laws, or such proposed offer, sale, transfer or other
disposition of the Shares is exempt from the registration
requirements of the Act and applicable state securities laws.
(b) Certificates representing the Shares may bear a legend in
form and substance satisfactory to counsel for Buyer referring to
the investment commitment contained in this Agreement, that the
Shares have not been registered under the Act or any state
securities laws, and that no transfer of the Shares may be made
unless the Shares are registered under the Act or an exemption
from such registration is available.
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
(c) Seller will provide Buyer with all information relating to
Seller, including complete details as to their proposed
disposition of the Shares, required in connection with any
Registration Statement filed pursuant to this Agreement and any
amendments thereto or required by the Securities and Exchange
Commission.
Section 3.05 The assets of QUINTESSENCE OIL are sufficient to permit it
to purchase the IPSL shares in accordance with the terms of this Agreement;
Section 3.06 SHAREHOLDERS are not prevented by any federal, state or
local law or by any provision of any contract, mortgage, indenture or other
instrument from purchasing the QUINTESSENCE OIL shares as contemplated by this
Agreement;
Section 3.07 SHAREHOLDERS and IPSL have had access to the extent it
deems necessary to the financial information of QUINTESSENCE OIL sufficient to
permit it to evaluate the business of QUINTESSENCE OIL and the merits and risks
associated with the purchase of the QUINTESSENCE OIL shares described herein;
Section 3.08 IPSL recognizes that QUINTESSENCE OIL has had a limited
business history and that the QUINTESSENCE OIL shares to be acquired must be
regarded as speculative and subject to a high degree of risk. IPSL has received
no assurance whatsoever as to the value of the QUINTESSENCE OIL shares to be
issued, nor has QUINTESSENCE OIL or any other officer or director of
QUINTESSENCE OIL made any representations or promises to IPSL or SHAREHOLDERS
regarding any potential appreciation in the value of the QUINTESSENCE OIL shares
to be issued.
ARTICLE 4. COVENANTS OF QUINTESSENCE OIL, INC.
Section 4.01 At the Closing, QUINTESSENCE OIL shall undertake to deliver
to IPSL certificates for the QUINTESSENCE OIL shares to be issued;
Section 4.02 From the date of execution of this Agreement, QUINTESSENCE
OIL shall take no action that would encumber or restrict the QUINTESSENCE OIL
shares to be issued;
Section 4.03 QUINTESSENCE OIL will file all disclosure documents
required by state and federal securities law upon the execution and consummation
of this Agreement.
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
ARTICLE 5. COVENANTS OF QUINTESSENCE OIL, INC.
Section 5.01 QUINTESSENCE OIL will assist IPSL in filing all disclosure
documents required by state and federal securities law upon the execution and
consummation of this Agreement.
ARTICLE 6. CONDUCT OF THE BUSINESS OF
QUINTESSENCE OIL INC. PENDING CLOSING
Section 6.01 (a) QUINTESSENCE OIL will afford SHAREHOLDERS and
accredited representatives, from the date hereof until consummation of the plan
of reorganization, full access during normal business hours to all books,
accounts, contracts, commitments, and records of every kind of QUINTESSENCE OIL
in order that SHAREHOLDERS may have full opportunity to investigate the affairs
of QUINTESSENCE OIL.
(b) SHAREHOLDERS will use any information so secured
only for his own purposes in connection with the consummation of the transaction
contemplated hereby and will not divulge the information to any persons not
entitled thereto.
ARTICLE 7. CONDUCT OF BUSINESS OF
IPSL PENDING CLOSING
Section 7.01 (a) SHAREHOLDERS will cause IPSL to afford the officers and
accredited representatives of QUINTESSENCE OIL, from the date hereof until
consummation of the plan of reorganization, full IPSL during normal business
hours to all books, accounts, contracts, commitments, and records of every kind
of IPSL in order that QUINTESSENCE OIL may have full opportunity to make such
investigation as it shall desire to make of, and to keep itself informed with
respect to, the affairs of IPSL.
(b) QUINTESSENCE OIL will use any information so secured
only for its own purposes in connection with the consummation of the transaction
contemplated hereby and will not divulge the information to any persons not
entitled thereto.
Section 7.02 SHAREHOLDERS will cause IPSL to carry on its business in
substantially the same manner as heretofore.
ARTICLE 8. CONDITIONS PRECEDENT TO
OBLIGATIONS OF IPSL TO CLOSE
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
Section 8.01 The obligations of IPSL to consummate the plan of
reorganization shall be subject to the following conditions precedent:
(a) Representations and warranties of IPSL contained
herein shall be true as of the closing date with the same effect as though made
on the closing date.
(b) The irrevocable obligation o close as described in
Section 12.
ARTICLE 9. CONDITIONS PRECEDENT TO
OBLIGATIONS OF QUINTESSENCE OIL TO CLOSE
Section 9.01. The obligations of QUINTESSENCE OIL to consummate the plan
of reorganization shall be subject to the following conditions precedent:
(a) Representations and warranties of QUINTESSENCE OIL contained herein
shall be true as of the closing date with the same effect as though made on the
closing date. QUINTESSENCE OIL shall have performed all obligations and complied
with all covenants required by this agreement to be performed or complied with
by it prior to the closing date.
(b) All permits required by any state or federal securities regulatory
agency for the lawful consummation of the reorganization shall have been
obtained.
(c) On the closing date QUINTESSENCE OIL will have no more than
10,000,000 shares of common stock issued and outstanding and no more than
1,000,000 warrants, and 1,000,000 options to purchase the company's shares will
be outstanding.
ARTICLE 10. CONSUMMATION OF TRANSACTION
Section 10.01 SHAREHOLDERS shall deliver to QUINTESSENCE OIL, on demand
on or before May 30, 1999, certificates representing one hundred percent (100%)
of the issued and outstanding shares of stock of IPSL. See Section 12 regarding
irrevocable requirement of the Shareholders of IPSL to close.
Section 10.02 QUINTESSENCE OIL shall deliver to SHAREHOLDERS, on the
closing date, certificates representing 1,500,000 shares of common stock of
QUINTESSENCE OIL.
Section 10.03 QUINTESSENCE OIL shall pay its own expenses, and
SHAREHOLDERS shall pay their own expenses and costs incident to the preparation
of this agreement and to the consummation of the plan of reorganization.
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
ARTICLE 11. INTERPRETATION AND ENFORCEMENT
Section 11.01 Any notice or other communication required or permitted
hereunder shall be deemed to be properly given when deposited in the United
States mails for transmittal by certified or registered mail, postage prepaid.
Section 11.02 (a) Except as limited by the provisions of subsection (b)
of this Section, this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties, as well as to the
parties.
(b) Any assignment of this agreement or the rights
hereunder of any of the parties, without the written consent of the other
parties hereto, shall be void.
Section 11.03 This instrument and the exhibits hereto contain the entire
agreement between the parties with respect to the transaction contemplated
hereby. It may be executed in any number of counterparts, each of which shall be
deemed an original, but such counterparts together constitute only one and the
same instrument.
Section 11.04 The validity, interpretation, and performance of this
agreement shall be controlled by and construed under the laws of the State of
California.
ARTICLE 12. IRREVOCABLE REQUIREMENT FOR THE SHAREHOLDERS OF IPSL TO CLOSE
SECTION 12.01 THE SHAREHOLDERS OF IPSL UPON SIGNING THIS AGREEMENT WILL
TENDER THEIR SHARES TO THE ATTORNEY FOR QUINTESSENCE OIL, TO BE HELD FOR A
PERIOD ENDING NO LATER THAN JUNE 15, 1999. THE SHAREHOLDERS, FURTHER ACKNOWLEDGE
THAT QTSN AND ITS BOARD AT THEIR SOLE DISCRETION HAVE THE RIGHT TO CONSUMMATE
THIS TRANSACTION AT ANY TIME UP AT THROUGH 5:00 P.M. PACIFIC STANDARD TIME ON
JUNE 15, 1999.
SECTION 12.02 THE SHAREHOLDERS FURTHER UNDERSTAND THAT BY THEIR
SIGNATURES BELOW THEY HAVE GIVEN AN IRREVOCABLE RIGHT TO QTSN TO EXCHANGE SHARES
OF QTSN FOR THEIR SHARES OF IPSL. FURTHER, THAT AFTER THE DATE OF THE SIGNATURE
BELOW, THE SHAREHOLDER ACKNOWLEDGES THAT THEY HAVE NO RIGHT TO WITHDRAW FROM
THIS TRANSACTION.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the dates set forth below.
QUINTESSENCE OIL COMPANY:
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
By: /s/ Raymond Wedel Dated: 5/21/99
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Raymond Wedel, President
IPSL, Inc.
By: /s/ Michel Attias Dated: 5/21/99
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Michel Attias, President
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PLAN AND AGREEMENT OF REORGANIZATION
AN EXCHANGE BY IPSL CORPORATION
OF 100% OF ITS OUTSTANDING COMMON STOCK
FOR 1,500,000 SHARES OF THE COMMON STOCK OF
QUINTESSENCE OIL CORPORATION
EXHIBIT "A"
SHAREHOLDERS OF IPSL, INC.:
Shares Owned: 1,000
By: /s/ Michel Attias Dated: 5/21/99
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Michel Attias
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