EXHIBIT 2.1
FINAL AGREEMENT
REORGANIZATION OF
PARTNERS IN EXPLORATION, INC
TO BECOME
▇▇▇▇▇ EXPLORATION, INC.
A WHOLLY OWNED SUBSIDARY OF ▇▇▇▇▇ INTERNATIONAL OIL AND GAS, INC.
PURSUANT TO THE JOINT CONSENT RESOLUTION OF THE DIRECTORS AND SHAREHOLDERS
OF PARTNERS IN EXPLORATION, INC., (DATED 12/31/1999) ACCEPTING AN OFFER BY ▇▇▇▇▇
INTERNATIONAL OIL AND GAS, INC FOR A STOCK PER STOCK REORGANIZATION,
AND;
EFFECTIVE FEBRUARY 1, 2000,
ALL ASSETS AND LIABILITIES OF PIE, INC. ARE HEREBY REORGANIZED INTO ▇▇▇▇▇
EXPLORATION, INC., A WHOLLY OWNED SUBSIDIARY COMPANY OF ▇▇▇▇▇ INTERNATIONAL OIL
AND GAS, INC.
TERMS OF THE REORGANIZATION ARE:
1) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ WILL BE IMMEDIATELY ASSIGNED FOUR MILLION ONE-HUNDRED
AND FIFTY-EIGHT THOUSAND (4,158,000) SHARES OF RESTRICTED STOCK IN
▇▇▇▇▇ INTERNATIONAL OIL AND GAS, INC. (AIGI).
2) ▇. ▇. ▇▇▇▇▇▇ WILL BE IMMEDIATELY ASSIGNED FORTY-TWO THOUSAND (42,000)
SHARES SHARES OF RESTRICTED STOCK IN ▇▇▇▇▇ INTERNATIONAL OIL AND GAS,
INC. (AIGI).
3) ONCE SUITABLE DIRECTORS LIABILITY INSURANCE IS IN PLACE, ▇▇. ▇▇▇▇▇
WILL BE GRANTED A POSITION ON THE BOARD OF DIRECTORS OF ▇▇▇▇▇
INTERNATIONAL OIL & GAS, INC., THE PARENT CORPORATION. REGARDING ALL
MAJOR BUSINESS DECISIONS, IT IS INTENDED THAT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ WILL BE
CONSIDERED AN EQUAL PARTNER IN THE PARENT CORPORATION TO ▇▇▇▇ ▇.
▇▇▇▇▇, CHAIRMAN AND CEO AND ▇▇▇▇▇ ▇▇▇▇▇▇▇, VICE CHAIRMAN AND CFO, AND
AS SUCH WILL BE CONSULTED PRIOR TO ANY MAJOR COMMITMENTS OR DECISIONS
BEING TAKEN.
4) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ WILL BE NAMED THE PRESIDENT OF ▇▇▇▇▇ EXPLORATION,
INC. AND WILL ASSUME THE RESPONSIBILITY OF DEVELOPING ALL OIL AND GAS
EXPLORATION AND PRODUCTION PROJECTS FOR THE COMPANY. ▇▇▇▇ ▇. ▇▇▇▇▇ AND
▇▇▇▇▇ ▇▇▇▇▇▇▇ WILL BE NAMED TO THE BOARD OF DIRECTORS OF ▇▇▇▇▇
EXPLORATION, INC.
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SIGNATURE PAGE
AGREED AND ACCEPTED, EFFECTIVE THE 1ST DAY OF FEBRUARY, 2000 BY:
BY /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇, CHAIRMAN & CEO
▇▇▇▇▇ INTERNATIONAL OIL AND GAS, INC.
BY /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇, VICE CHAIRMAN & CFO
▇▇▇▇▇ INTERNATIONAL OIL AND GAS, INC.
BY /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PARTNERS IN EXPLORATION, INC.
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