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Exhibit 2.1
AGREEMENT & PLAN OF REORGANIZATION
THIS AGREEMENT & PLAN OF REORGANIZATION ("Agreement") is entered into and
effective as of the 13/th/ day of September, 2000 (the "Effective Date"), among
Planet Earth Recycling, Inc., a Nevada corporation (hereinafter, "PERI"),
located at 435 Martin Street, Blaine Washington 98230, AVML Sub One Corporation,
a Nevada corporation (hereinafter, "AVML Sub"), located at 101 Convention Center
Dr., Suite 1200 Las Vegas, Nevada 89109, and Adventure Minerals, Inc., a Nevada
corporation (hereinafter, "Adventure"), located at 101 Convention Center Dr.,
Suite 1200 Las Vegas, Nevada 89109 (collectively, the "Constituent
Corporations"). In consideration of 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 Constituent Corporations have deemed it advisable and in
the best interests of the Constituent Corporations, respectively, and their
respective shareholders, that PERI be combined with Adventure (the
"Combination"). The Constituent Corporations desire to accomplish the
Combination by 1) merging PERI with and into AVML Sub (the "Horizontal Merger"),
2) merging AVML Sub with and into Adventure (the "Vertical Merger") and 3)
amending the Articles of Incorporation of Adventure to change its name from
"Adventure Minerals, Inc." to "Planet Earth Recycling, Inc."
2. Related Agreements.
2.1 Pursuant to completing the Combination, the Constituent Corporations
have entered into that certain Agreement and Plan of Merger in substantially the
form attached as Exhibit A and incorporated herein by this reference.
2.2 Adventure and AVML Sub shall also enter into that certain Agreement
and Plan of Merger in substantially the form attached as Exhibit B after
receiving confirmation that the Effective Time of the Horizontal Merger has
occurred.
3. Representations and Warranties of the Constituent Corporations.
3.1 Representations and Warranties of PERI. PERI represents and warrants
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to AVML Sub and Adventure as set forth below.
3.1.1 PERI is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with full power and
authority to enter into and perform the transactions contemplated by this
Agreement.
3.2 The board of directors of PERI has authorized the execution and
performance of this Agreement.
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3.2.1 Planet Earth Operating Services Inc. ("PEOSI") is a wholly
owned subsidiary of PERI, incorporated and validly existing under the Canada
Business Corporations Act. Listed below are four (4) wholly owned subsidiaries
of PEOSI. Each subsidiary of PEOSI is validly existing and in good standing
under the Business Corporations Act of Yukon, Canada.
3.2.1.1 Planet Earth Management Inc;
3.2.1.2 Planet Earth Design Build Inc;
3.2.1.3 Planet Earth Bio Conversions Inc; and
3.2.1.4 Earth Alliance Systems Inc.
3.2.2 Attached as Schedule 3.2.2 is a list of PERI's significant
agreements ("Significant Agreements"). Each Significant Agreement is in full
force and effect as of the date of this Agreement.
3.3 Representations and Warranties of Adventure. Adventure represents and
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warrants to PERI as set forth below
3.3.1 Adventure is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada with full power and
authority to enter into and perform the transactions contemplated by this
Agreement.
3.3.2 The board of directors of Adventure has authorized the
execution and performance of this Agreement and the transfer of stock
contemplated hereby.
3.4 Representations and Warranties of AVML Sub. AVML Sub represents and
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warrants to PERI as set forth below
3.4.1 AVML Sub is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada with full power and
authority to enter into and perform the transactions contemplated by this
Agreement.
3.4.2 The board of directors of AVML Sub has authorized the execution
and performance of this Agreement.
4. Actions in Conjunction with Horizontal Merger. At the closing of the
Horizontal Merger, Adventure and its affiliates shall cooperate to:
4.1 Authorize a change in the number of Directors on the Adventure Board
of Directors from 2 to 3;
4.2 Accept the resignation letter of Grayson W. Hand as a director and as
President, Treasurer and Secretary of Adventure, effective upon receipt by the
Board of Directors of Adventure, substantially in the form attached as Exhibit C
and incorporated herein by this reference;
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4.3 Accept the resignation letter of Gordon Keevil as a director of
Adventure, effective upon receipt by the Board of Directors of Adventure,
substantially in the form attached as Exhibit D and incorporated herein by this
reference;
4.4 Appoint Don Dick, Wayne Hansen, and Gary Martin as directors of
Adventure, to serve until the next annual meeting of stockholders of Adventure;
4.5 Elect the following as officers of Adventure:
Frank Andre as President;
Wayne Hansen as Treasurer;
Gary Martin as Secretary;
4.6 Execute the Adventure Unanimous Consent of Board of Directors,
accepting the resignations and appointing new directors and officers,
substantially in the form attached as Exhibit E.
5. Actions after Vertical Merger. Immediately following the Effective Time of
the Vertical Merger, Adventure and its affiliates shall cooperate to: authorize
an amendment to the articles of incorporation to change the name of Adventure to
"Planet Earth Recycling, Inc."; and adopt the amendments to the Articles of
Incorporation and Bylaws proposed by the current directors and officers of PERI.
6. Implementation. Each of the Constituent Corporations shall take, or cause
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, including calling and
conducting a special meeting of the stockholders of Adventure, to consummate and
make effective the Merger.
7. Amendment. This Agreement may, to the extent permitted by law, be amended,
supplemented or interpreted at any time by action taken by the Board of
Directors of each of the Constituent Corporations
8. Governing Law. This Agreement and all matters relating to this Agreement
shall be governed by, construed and interpreted in accordance with the laws of
the State of Nevada.
9. Attorneys' Fees. In any action at law or in equity to enforce any of the
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.
10. Counterpart and Facsimile Signatures. This Agreement may be signed in
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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EXHIBIT A
Agreement and Plan of Merger by and Among
Adventure Minerals, Inc, Planet Earth Recycling, Inc. and Avml Sub One
Corporation
[See Exhibit 2.2 to the Form 8-k]
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EXHIBIT B
Agreement and Plan of Merger by and Between
Adventure Minerals, Inc. and Avml Sub One Corporation
[See Exhibit 2.3 To The Form 8-k]
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EXHIBIT C
Letter of Resignation - Grayson Hand
RESIGNATION
To: The Board of Directors of Adventure Minerals, Inc.
I, GRAYSON W. HAND, hereby tender my resignation as a Director of
Adventure Minerals, Inc. (the "Company") and I further tender my resignation as
President, Treasurer and Secretary of the Company effective upon acceptance by
the Board of Directors of the Company.
____________________________ _______________
Grayson W. Hand Date
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EXHIBIT D
Letter of Resignation - Gordon Keevil
RESIGNATION
To: The Board of Directors of Adventure Minerals, Inc.
I, GORDON KEEVIL, hereby tender my resignation as a Director of Adventure
Minerals, Inc. effective upon acceptance by the Board of Directors of the
Company.
__________________________ _______________
Grayson W. Hand Date
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EXHIBIT E
Adventure Minerals, Inc.
Unanimous Consent of Board Of Directors
(Accepting Resignation of Directors and Appointing New Directors)
ADVENTURE MINERALS, INC.
UNANIMOUS CONSENT OF BOARD OF DIRECTORS
(Accepting Resignation of Directors and Appointing New Directors)
Pursuant to authority granted by NRS Chapter 78, the Board of Directors
("Board") of Adventure Minerals, Inc., a Nevada corporation (the "Corporation"),
unanimously consent to the adoption of the following resolutions:
WHEREAS, the Board has determined that it is in the best interests of the
Corporation and the stockholders to change the number of Director on the Board
from 2 to 3; and
WHEREAS, the Board has determined that it is in the best interests of the
Corporation and the stockholders to accept the resignations of Grayson W. Hand
and Gordon Keevil as Directors and Officers of the Corporation; and
WHEREAS, the Board has determined that it is in the best interests of the
Corporation and the stockholders to appoint new Directors to 1) replace Mr. Hand
and Mr. Keevil and 2) to fill the vacancy for the third Director's position;
NOW, THEREFORE, IT IS:
RESOLVED, that the Board authorizes the changes in the number of Directors
on the Board from 2 to 3; and it is further
RESOLVED, that the Board appoints Don Dick as a Director of the
Corporation; and it is further
RESOLVED, that the Board accepts the resignation of Mr. Keevil as a
Director of the Corporation; and it is further
RESOLVED, that the Board appoints Wayne Hansen as a Director of the
Corporation; and it is further
RESOLVED, that the Board accepts the resignation of Mr. Hand as a Director
and as President, Secretary and Treasurer of the Corporation; and it is
further
RESOLVED, that the Board appoints Gary Martin as a Director of the
Corporation; and it is further
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RESOLVED, that the Board elects Frank Andre as President of the
Corporation; and it is further
RESOLVED, that the Board elects Gary Martin as Secretary of the
Corporation; and it is further
RESOLVED, that the Board elects Wayne Hansen
as Treasurer of the Corporation; and it is further
RESOLVED, that the new President of the Corporation, or his designee, is
authorized and directed to take any and all actions necessary and proper to
effect the foregoing, transactions contemplated by this Consent.
Each undersigned director hereby waives notice in connection with this
consent and the matters considered, authorized and approved herein.
The Directors may execute these resolutions in two or more counterparts,
and such counterparts when taken together constitute one instrument. Signatures
transmitted by facsimile shall be deemed valid and binding.
IN WITNESS WHEREOF, the signatures of the directors of the Corporation set
forth below evidence their adoption of the preceding RESOLUTIONS as of the last
date set forth below next to their signatures.
____________________________________ Date:____________
Grayson W. Hand, Director
____________________________________ Date:____________
Gordon Keevil, Director
____________________________________ Date:____________
Don Dick, Director
____________________________________ Date:____________
Wayne Hansen, Director
____________________________________ Date:____________
Gary Martin, Director
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SCHEDULE 3.2.2
Significant Agreements
a) Master Service Agreement. The Company has a Master Service Agreement with a
corporation that allows it to have the right to construct, commission,
maintain, operate, supply and broker the end product of all Thermo
Master(TM) Plants built for any licensee in the world. These services are
provided at a cost plus 15% rate.
b) License Agreement. The Company has a License Agreement for the Thermo
Master(TM) technology in Canada, Washington, Oregon, Nevada, Idaho,
California and Hawaii. It has an exclusive right to build a Thermo
Master(TM) Plant in any of its territories.
c) Consulting Agreement. The Company has entered into a ten month Consulting
Agreement for monthly consulting and administrative services (see Note 4).
This contract is renewable in October, 2000 for the full rate or a reduced
rate for a further nine-month period.
