Exhibit 2.2
Agreement and Plan of Merger
by and among
Adventure Minerals, Inc., a Nevada Corporation,
and
Planet Earth Recycling, Inc., a Nevada Corporation,
and
AVML Sub One Corporation, a Nevada Corporation
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of the
13/th/ day of September, 2000, among Planet Earth Recycling, Inc., a Nevada
corporation (hereinafter, "Disappearing Corporation"), located at 435 Martin
Street, Baline, Washington 98230, AVML Sub One Corporation, a Nevada corporation
(hereinafter, "Surviving Subsidiary Corporation") (together the "Constituent
Corporations"), located at 101 Convention Center Dr., Suite 1200 Las Vegas,
Nevada 89109, and Adventure Minerals, Inc., a Nevada corporation (hereinafter,
"Surviving Parent Corporation"), located at 101 Convention Center Dr., Suite
1200 Las Vegas, Nevada 89109. In consideration of the covenants and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Background. The Disappearing Corporation, the Surviving Subsidiary
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Corporation and the Surviving Parent Corporation have deemed it advisable and in
the best interests of the Constituent Corporations, respectively, and their
respective shareholders, that the Disappearing Corporation merge with and into
the Surviving Subsidiary Corporation (the "Merger") as authorized by the laws of
the State of Nevada.
2. Parties.
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2.1 The Disappearing Corporation is a corporation organized and existing
under the laws of the State of Nevada. The authorized capital stock of the
Disappearing Corporation consists of 25,000,000 shares. The total number of
shares of common stock authorized by the Company is 25,000,000 having a par
value of $.001 per share, consisting of which 10,000,000 shares are duly issued
and outstanding on the date hereof.
2.2 The Surviving Subsidiary Corporation is a corporation organized and
existing under the laws of the State of Nevada and is wholly owned by the
Surviving Parent Corporation. The authorized capital stock of the Surviving
Subsidiary Corporation consists of 120,000,000 shares. The total number of
shares of common stock authorized by the Surviving Subsidiary Corporation is
100,000,000 having a par value of $0.001 per share, of which 100 shares are duly
issued and outstanding. The total number of shares of preferred
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stock authorized by the Surviving Subsidiary Corporation is 20,000,000 having a
par value of $0.001 per share, of which no shares are duly issued and
outstanding.
2.3 The Surviving Parent Corporation is a corporation organized and
existing under the laws of the State of Nevada. The authorized capital stock of
the Surviving Parent Corporation consists of 25,000,000 shares of common stock
having a par value of $0.001 per share, of which 10,165,000 shares are duly
issued and outstanding, and no shares of preferred stock.
3. Merger; Effectiveness. The Disappearing Corporation shall be merged with
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and into the Surviving Subsidiary Corporation pursuant to the applicable
provisions of Chapters 78 and 92A of the Nevada Revised Statutes, as amended,
and in accordance with the terms and conditions of this Agreement. Upon the
execution by the Surviving Subsidiary Corporation and the Disappearing
Corporation of Articles of Merger incorporating this Agreement and the filing of
such Articles of Merger with the Secretary of State of the State of Nevada, the
Merger shall become effective (the "Effective Time of the Merger").
4. Articles of Incorporation. The Articles of Incorporation of the Surviving
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Subsidiary Corporation, at the Effective Time of the Merger, shall be the
Articles of Incorporation of the Surviving Subsidiary Corporation until the same
shall be further altered, amended or repealed as therein provided.
5. Bylaws. The Bylaws of the Disappearing Corporation in effect at the
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Effective Time of the Merger, shall be the Bylaws of the Surviving Subsidiary
Corporation until the same shall be further altered, amended or repealed as
therein provided.
6. Directors and Officers. The directors and officers of the Disappearing
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Corporation in office at the Effective Time of the Merger shall be, at the
Effective Time of the Merger, the directors and officers of the Surviving
Subsidiary Corporation and shall hold such offices in accordance with and
subject to the Articles of Incorporation and Bylaws of the Surviving Subsidiary
Corporation, as in effect immediately after the Effective Time of the Merger.
7. Conversion of Shares. At the Effective Time of the Merger, by virtue of the
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Merger and without any action on the part of the holder of any shares of stock
of the Disappearing Corporation or of the Surviving Parent Corporation, every
one (1) issued and outstanding share of the common stock of the Disappearing
Corporation held as of the record date, shall be converted into and become one
(1) new fully paid and nonassessable share of common stock, par value $.001 per
share, of the Surviving Parent Corporation. Shareholders of the Disappearing
Corporation shall surrender their existing share certificates for new share
certificates of the Surviving Parent Corporation.
8. Rights, Duties, PowErs, Liabilities, Etc. At the Effective Time of the
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Merger, the separate existence of the Disappearing Corporation shall cease, and
the Disappearing Corporation shall be merged in accordance with the provisions
of this Agreement with and into the Surviving Subsidiary Corporation, which
shall possess all the properties and assets, and all the rights, privileges,
powers, immunities and franchises, of whatever nature and
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description, and shall be subject to all restrictions, disabilities, duties and
liabilities of each of the Disappearing Corporation and the Surviving Subsidiary
Corporation; and all such things shall be taken and deemed to be transferred to
and vested in the Surviving Subsidiary Corporation without further act or deed;
and the title to any real estate or other property, or any interest therein,
vested by deed or otherwise in either of the Disappearing Corporation or the
Surviving Subsidiary Corporation, shall be vested in the Surviving Subsidiary
Corporation without reversion or impairment. Any claim existing or action or
proceeding, whether civil, criminal or administrative, pending by or against
either the Disappearing Corporation or the Surviving Subsidiary Corporation, may
be prosecuted to judgment or decree as if the Merger had not taken place, and
the Surviving Subsidiary Corporation may be substituted in any such action or
proceeding.
9. Implementation. Each of the Constituent Corporations shall take, or cause
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to be taken, all action or do, or cause to be done, all things necessary, proper
or advisable under the laws of the State of Nevada to consummate and make
effective the Merger.
10. Termination. This Agreement may be terminated for any reason at any time
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before the filing of Articles of Merger with the Secretaries of State of the
State of Nevada (whether before or after approval by the shareholders of the
Disappearing Corporation and the Surviving Subsidiary Corporation, or either of
them) by resolution of the Board of Directors of the Disappearing Corporation
and the Surviving Parent Corporation.
11. Amendment. This Agreement may, to the extent permitted by law, be amended,
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supplemented or interpreted at any time by action taken by the Board of
Directors of each of the Constituent Corporations and the Surviving Parent
Corporation; provided, however, that this Agreement may not be amended or
supplemented after having been approved by the shareholders of the Disappearing
Corporation and the Surviving Subsidiary Corporation except by a vote or consent
of shareholders of the Disappearing Corporation and the Surviving Subsidiary
Corporation in accordance with applicable law.
12. Governing Law. This Agreement and all matters relating to this Agreement
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shall be governed by, construed and interpreted in accordance with the laws of
the State of Nevada.
13. Attorneys' Fees. In any action at law or in equity to enforce any of the
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provisions or rights under this Agreement, the prevailing party shall be
entitled to recover from the other party or parties all of its costs, expense
and reasonable attorneys' fees incurred therein by the prevailing party,
including costs, expenses and attorneys' fees incurred on appeal.
14. Counterpart and Facsimile Signatures. This Agreement may be signed in
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counterparts, each of which shall be an original, but all of which shall
constitute one and the same document. Signatures transmitted by facsimile shall
be deemed valid execution of this Agreement binding on the parties.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.
Planet Earth Recycling, Inc., Adventure Minerals, Inc.,
a Nevada corporation a Nevada corporation
By /s/ Perry Smith By /s/ Grayson Hand
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Name: Perry Smith Name: Grayson W. Hand
Title: President Title: President
AVML Sub One Corporation,
a Nevada corporation
By /s/ Grayson Hand
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Name: Grayson W. Hand
Title: President
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Adoption of the Agreement by Shareholders of
Record of the Constituent Corporations:
The Agreement and Plan of Merger was approved by written consent of the
Shareholders of the Disappearing Corporation on September 13, 2000.
Planet Earth Recycling, Inc., a Nevada corporation:
/s/ Perry Smith September 13, 2000
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By: Perry Smith
Its: Secretary
The Agreement and Plan of Merger was approved, by written consent of the
Shareholder of the Surviving Subsidiary Corporation on September 11, 2000.
AVML Sub One Corporation., a Nevada corporation:
/s/ Grayson Hand September 13, 2000
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By: Grayson W. Hand
Its: Secretary
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