THIS AMALGAMATION AGREEMENT entered into this 3rd day of March, 2000. PRIVATE
BETWEEN:
E-▇▇▇▇ Direct Inc.
(hereinafter referred to as "E-▇▇▇▇")
OF THE FIRST PART
- and -
▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
(hereinafter referred to as "Enersphere")
OF THE SECOND PART
- and -
▇▇▇▇▇▇.▇▇ Enterprises Corp.
(hereinafter referred to as "Urbana")
OF THE THIRD PART
WHEREAS:
A. E-▇▇▇▇ was incorporated under the Business Corporations Act
(Ontario) (the "Act") by Articles of Incorporation dated the 27th
day of May, 1999.
B. Enersphere was incorporated under the Act by Articles of
Incorporation dated the 28th day of September, 1999.
C. Urbana. was incorporated under the Company Act (British
Columbia) by Articles of Incorporation dated the 18th day of
November, 1998, and continued under the Act by Articles of
Continuance dated the 3rd day of March, 2000.
D. Urbana, Enersphere and E-▇▇▇▇ acting under the authority
contained in the Act have agreed to amalgamate on the terms and
conditions set out below;
E. Urbana, Enersphere and E-▇▇▇▇ have each made full disclosure
to the others of all their respective assets and liabilities.
F. It is desirable that the said amalgamation should be
effected;
NOW THEREFORE the parties have agreed as follows:
1. In this Agreement the expression "Amalgamated Corporation"
means the Corporation continuing from the amalgamation of E-▇▇▇▇,
Enersphere and Urbana, the parties to this Agreement.
2. E-▇▇▇▇, Enersphere and Urbana do hereby agree to amalgamate
under the provisions of Section 183 of the Act and to continue as
one corporation on and subject to the terms and conditions set
out below.
3. The name of the amalgamated Corporation shall be:
URBANA ENTERPRISES CORP.
4. The registered office of the amalgamated Corporation shall
be at the City of Cambridge, in the Province of Ontario.
5. The Amalgamated Corporation is authorized to issue an
unlimited number of shares of a class designated as Common Shares.
6. The right to issue, allot or transfer its shares shall be
restricted in that no share or shares of the Amalgamated
Corporation shall be issued, allotted or transferred without either:
(a) the approval of the Board of Directors evidenced by
Resolution of the Board of Directors or by an instrument or
instruments in writing signed by a majority of the members of the
Board of Directors; or
(b) approval of the holders of at least 51% of the shares
having full voting rights for the time being outstanding,
evidenced by a Resolution passed at a meeting of the holders of
such outstanding shares, or by an instrument or instruments in
writing signed by the holders of at least 51% of such outstanding
shares.
No allotment or issue of the Amalgamated Corporation's
securities shall be made pursuant to any invitation to the public
to subscribe for such securities.
7. The minimum number of directors of the Amalgamated
Corporation shall be one (1) and the maximum number of directors
shall be ten (10).
8. There shall be no restrictions on the business which the
Amalgamated Corporation is authorized to carry on.
9. (a) The number of shareholders of the Amalgamated
Corporation, exclusive of persons who are in its employment and
exclusive of persons who, having been formerly in the employment
of the Amalgamated Corporation, were, while in the employment,
and have continued after the termination of that employment, to
be shareholders of the Amalgamated Corporation, is limited to not
more than fifty, two or more persons who are the joint registered
owners of one or more shares being counted as one shareholder.
(b) Any invitation to the public to subscribe for
securities of the Amalgamated Corporation is prohibited.
(c) The directors may, and they are hereby authorized from
time to time when they deem it expedient:
(i) borrow money upon the credit of the Amalgamated Corporation;
(ii) issue bonds, debentures, notes or other securities
of the Amalgamated Corporation and pledge or sell the same for
such prices or other consideration as may be deemed expedient;
(iii) notwithstanding the provisions of the Civil Code of Quebec or
any other law, hypothecate, mortgage, pledge and charge, cede and transfer
the property, undertaking and assets, real or personal, moveable or
immoveable, present or future, of the Amalgamated Corporation, to secure
any such bonds, debentures, notes and securities or give any guarantee(s)
or give part only of such guarantee for such purposes and constitute the
hypothec, mortgage or pledge or charge or cession, and transfer
any of the above mentioned by trust deed in accordance with
section 23 and 24 of the Special Corporate Powers Act, (Quebec),
or any successor thereto, or in any other manner.
(iv) hypothecate or mortgage the immoveable property of
the Amalgamated Corporation or pledge or otherwise affect the
moveable property, or give all such guarantees to secure the
payment of loans made otherwise than by the issue of debentures,
as well as the payment or performance of any other debt, contract
or obligations of the Amalgamated Corporation;
(v) exercise generally all or any of the rights or
powers which the Amalgamated Corporation itself may exercise
under its charter and the laws governing it; and
(vi) delegate in and by any resolution or by-law to any
officers or directors all or any of the powers hereby conferred
upon the directors.
Nothing contained herein shall limit or restrict the
borrowing of money by the Amalgamated Corporation on bills of
exchange or promissory notes made, drawn, accepted or endorsed by
or on behalf of the Amalgamated Corporation or to affect, alter
or restrict any power or authority conferred upon the directors
by any other by-laws or resolutions of the Amalgamated
Corporation.
(d) The Amalgamated Corporation may, at any time and from
time to time, purchase for cancellation or otherwise acquire any
of its issued shares of any class or any of its warrants pursuant
to the provisions of the Act at the lowest price and on the most
favourable terms which, in the opinion of the board of directors
of the Amalgamated Corporation, such shares or warrants are
obtainable.
10. The first directors of the Amalgamated Corporation shall be
the persons whose names and addresses are set out below, who
shall hold office until the first annual meeting of the
Amalgamated Corporation or until their successors are elected or
appointed:
Name Address
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
The directors shall subsequently be elected each year at
either a general meeting or the annual meeting of the
shareholders by a majority of the votes cast at the meeting. The
management and supervision of the business and affairs of the
Amalgamated Corporation shall be under the control of the board
of directors from time to time, subject to the provisions of the
Act.
11. The authorized shares of E-▇▇▇▇, Enersphere and Urbana shall
be converted into authorized and issued shares of the Amalgamated
Corporation as follows:
(a) the 2,950,000 issued and outstanding common shares in
the capital of E-▇▇▇▇ shall be converted into 2,950,000 common
shares in the capital of the Amalgamated Corporation at the rate
of one (1) common share of E-▇▇▇▇ being converted into one (1)
common share of the Amalgamated Corporation;
(b) the 2,123,000 issued and outstanding common shares in
the capital of Enersphere shall be converted into 2,123,000
common shares in the capital of the Amalgamated Corporation at
the rate of one (1) common share of Enersphere being converted
into one (1) common share of the Amalgamated Corporation; and
(c) the 10,000,000 issued and outstanding common shares in
the capital of Urbana shall be converted into 10,000,000 common
shares in the capital of the Amalgamated Corporation at the rate
of one (1) common share of Urbana being converted into one (1)
common share of the Amalgamated Corporation.
After the issue of a Certificate of Amalgamation giving
effect to the amalgamation contemplated by this Agreement, the
shareholders of E-▇▇▇▇, Enersphere and Urbana shall, at the
request of the Amalgamated Corporation, surrender the
certificates representing shares held by them in E-▇▇▇▇,
Enersphere and Urbana and, in return, shall be entitled to
receive certificates representing shares of the Amalgamated
Corporation on the basis set out above.
12. The by-laws of E-▇▇▇▇ shall, to the extent not inconsistent
with this Agreement, be the by-laws of the Amalgamated
Corporation, until repealed, amended, altered or added to.
13. E-▇▇▇▇ shall contribute to the Amalgamated Corporation all
of its property and its assets subject to all its liabilities.
14. Enersphere shall contribute to the Amalgamated Corporation
all of its property and its assets subject to all its
liabilities.
15. Urbana shall contribute to the Amalgamated Corporation all
of its property and its assets subject to all its liabilities.
16. The Amalgamated Corporation shall possess all the property,
assets, rights, privileges and franchises and shall be subject to
all the contracts, liabilities, debts and obligations of E-▇▇▇▇,
Enersphere and Urbana.
17. No action or proceeding by or against E-▇▇▇▇, Enersphere and
Urbana shall ▇▇▇▇▇ or be affected by the amalgamation, but for
all purposes of the action or proceeding, the names of the
Amalgamated Corporation shall be substituted in the action or
proceeding in place of E-▇▇▇▇, Enersphere and Urbana as the case
may be.
18. On the shareholders of E-▇▇▇▇, Enersphere and Urbana
respectively approving this agreement in accordance with the
provisions of the Act, the parties to this agreement shall
complete and send Articles of Amalgamation prescribed form to the
Director, Corporations Branch, Ministry of Consumer and
Commercial Relations , providing for the amalgamation of E-▇▇▇▇,
Enersphere and Urbana on and subject to the terms and conditions
of this agreement.
19. This agreement may be terminated without cause or reason by
the board of directors of any of E-▇▇▇▇, Enersphere and Urbana,
despite the approval of this agreement or by the shareholders of
E-▇▇▇▇, Enersphere and Urbana, at any time before the issue of a
Certificate of Amalgamation under the Act.
IN WITNESS WHEREOF this Agreement has been duly executed by
the Parties to as witnessed by the signatures of their proper
offices in that behalf
E-▇▇▇▇ DIRECT INC.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
President & Secretary - ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Secretary - ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇.▇▇ ENTERPRISES CORP.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
President - ▇▇▇▇▇ ▇▇▇▇▇▇
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Secretary - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇