SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
R&R RESOURCES, INC.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
74918 N 1 0 5
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(CUSIP Number)
Hector A. Patron Costas
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Florida 670 2nd Floor, Buenos Aires, Argentina
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011 541 315 0418
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 12, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240,13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 74918 N 1 0 5 Page 2 of 8
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(1) Name of Reporting Person and IRS Identification No. of Above Person:
Centenary Group, S.A., a Republic of Uruguay corporation
IRS ID No. N/A
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
OO
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
A Republic of Uruguay corporation
Number (7) Sole Voting Power
of 15,053,500
Shares
Bene-
ficially (8) Shared Voting Power
Owned -0-
by
Each
Report- (9) Sole Dispositive Power
ing 15,053,500
Person
With:
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Owned by Each Reporting Person
15,053,500
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CUSIP No. 74918 N 1 0 5 Page 3 of 8
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
(13) Percent of Class Represented by Amount if Row (11)
79.4%
(14) Type of Reporting Person
CO
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CUSIP No. 74918 N 1 0 5 Page 4 of 8
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ITEM 1 Security and Issuer
This statement is filed with respect to shares of common stock par value
$0.001 (the "Shares") of R&R Resources, Inc. ("R&R"), whose address is 2016
Main Street, Suite 1013, Houston, Texas 77002
ITEM 2. Identity and Background
1. A.
Name: Centenary Group S.A. ("Centenary Group")
Place of organization: A Republic of Uruguay corporation
Principal Business: Holding Company
Principal Business Address: Juncal 1327 D.-P. 18 AP 1801
Montevideo, Uruguay
Principal Office Address: Juncal 1327 D.-P. 18 AP 1801
Montevideo, Uruguay
(d) No.
(e) No.
1. B.
(a) Hector A. Patron Costas
(b) Business address: Florida 670 2nd Floor, Buenos Aires,
Argentina
(c) Principal of Centenary Group, which is a holding company whose
business address is Juncal 1327 D.-P. 18 AP 1801, Montevideo,
Uruguay
(d) No.
(e) No.
(f) Argentina
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CUSIP No. 74918 N 1 0 5 Page 5 of 8
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1. C.
(a) Guillermo A. Aguilar Penalva
(b) Business address: Florida 670 2nd Floor, Buenos Aires,
Argentina
(c) Principal of Centenary Group, which is a holding company whose
business address is Juncal 1327 D.-P. 18 AP 1801, Montevideo,
Uruguay
(d) No.
(e) No.
(f) Argentina
1. D.
(a) Julio A. Descals Seall
(b) Business address: Florida 670 2nd Floor, Buenos Aires,
Argentina
(c) Principal of Centenary Group, which is a holding company whose
business address is Juncal 1327 D.-P. 18 AP 1801, Montevideo,
Uruguay
(d) No.
(e) No.
(f) Argentina
<PAGE>
CUSIP No. 74918 N 1 0 5 Page 6 of 8
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1. E.
(a) Julio Descals Fernandez
(b) Business address: Florida 670 2nd Floor, Buenos Aires,
Argentina
(c) Principal of Centenary Group, which is a holding company whose
business address is Juncal 1327 D.-P. 18 AP 1801, Montevideo,
Uruguay
(d) No.
(e) No.
(f) Argentina
ITEM 3. Source and Amount of Funds or Other Consideration.
On November 12, 1998, R&R and certain shareholders (the "Shareholders") of
Centenary S.A. ("Centenary S.A.") entered into a Stock Exchange Agreement (the
"Agreement") which provided for the acquisition by R&R of all of the issued and
outstanding shares of Centenary S.A. (Centenary S.A."), (the "Shares").
Pursuant to the terms of the Agreement, R&R issued a total of 15,053,500 shares
of R&R common stock to the Shareholders. Centenary Group received 90% of these
shares directly from R&R. Concurrently, the other Shareholders, who are also
the shareholders of Centenary Group, gave instructions to R&R to issue the other
10% of the Shares directly to Centenary Group.
ITEM 4. Purpose of Transaction.
Centenary Group made this investment in R&R securities as a means of
ultimately achieving greater liquidity and more value for the assets exchanged.
(a) Centenary Group and its principals have no plans or proposals to acquire
additional securities of R&R. However, at a later date, Centenary may develop
plans or proposals to acquire additional securities of R&R.
(b) Centenary and its principals have no plans or proposals for an
extraordinary corporate transaction involving R&R. However, at a later date,
Centenary may develop plans or proposal for an extraordinary corporate
transaction with R&R.
(c) Centenary and its principals have no plans or proposals involving the
sale or transfer of a material amount of assets of R&R or any of its
subsidiaries.
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CUSIP No. 74918 N 1 0 5 Page 7 of 8
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(d) Upon the completion of the Agreement, Hector A. Patron Costas, Eduardo
Sagarnaga and Claudio Roman were appointed as directors of R&R and all of the
then existing directors of R&R resigned. Centenary and its principals have no
plans to increase the size of the board of directors, or fill existing
vacancies, if any, on the board. However, at a later date, Centenary may
develop plans or proposals for the changes in the present board of directors or
management of R&R, or plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board.
(e) Centenary and its principals have no plans or proposals for material
change in the present capitalization or dividend policy of R&R. However, at a
later date, Centenary may develop plans or proposals for change in the present
capitalization or dividend policy of R&R.
(f) It is the intention of Centenary and its principals to change the
direction of the business of the Company to focus all of its efforts in the
international food commodity trading and supply industry.
(g) Centenary and its principals have no plans or proposals for changes in
R&R's charter or bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of R&R by any person.
(h) Centenary and its principals have no plans or proposals for causing a
class of securities of R&R to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association.
(i) Centenary and its principals have no plans or proposals for a class of
securities of R&R becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act.
(j) Centenary and its principals have no plans or proposals for any actions
similar to those enumerated above. However, at a later date, Centenary may
develop plans or proposals for actions similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Centenary Group is the beneficial owner of 15,053,500 Shares of
R&R, which is 79.4% of the class of securities. The following persons named in
Item 2 are not beneficial owners of any Shares of R&R: Hector A. Patron
Costas, Guillermo A. Aguilar Penalva, Julio A. Descals Seall and Julio Descals
Fernandez. However, upon a distribution by, or dissolution of, Centenary Group,
they could receive 40%,
40%, 10% and 10% respectively, of the R&R Shares held by Centenary
Group.
(b) Centenary has sole voting and dispositive power for all of the
15,053,500 Shares of R&R.
The following persons named in Item 2 do not have sole or shared
voting or
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CUSIP No. 74918 N 1 0 5 Page 8 of 8
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dispositive power for any of the Shares of R&R: Hector A.
Patron Costas, Guillermo A. Aguilar Penalva, Julio A. Descals
Seall and Julio Descals Fernandez.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. Contract, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1.1 Stock Exchange Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
November 18, 1998 Centenary Group S.A.
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Date by /s/ Hector A. Patron Costas
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Hector A. Patron Costas
its Principal
<PAGE>
EXHIBIT 1.1
STOCK EXCHANGE AGREEMENT
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This Stock Exchange Agreement (the "Agreement"), made and entered into this
12th day of November, 1998, by and among R&R Resources, Inc., a Nevada
corporation ("R&R"or the "Corporation"), and the stockholders of Centenary S.A.,
a Republic of Argentina corporation ("Centenary") listed on Exhibit A, who are
all of the stockholders of Centenary (the "Stockholders") represented by Hector
A. Patron Costas, acting on behalf of the Stockholders through Power of
Attorney.
WHEREAS, R&R desires to acquire 100% of the outstanding stock of Centenary
in exchange for 15,053,500 shares of common stock, $0.001 par value of R&R; and
WHEREAS, the Stockholders collectively own 100% of the outstanding stock of
Centenary; and
WHEREAS, the Stockholders desire to exchange their stock in Centenary for a
total amount of 15,053,500 shares of common stock of R&R; and
WHEREAS, R&R and the Stockholders agree that it is in the best interest of
R&R and the Stockholders to enter into this Agreement on the terms and
conditions set forth below; and
WHEREAS, R&R and Pilares Oil & Gas, Inc., a Texas corporation ("Pilares"),
intends to enter into a related transaction whereby Pilares will deliver to R&R
3,185,320 shares of common stock of R&R for cancellation by R&R, and whereby R&R
and Pilares will rescind the Assignment and Agreement executed on or about
November 21, 1997 (the "Pilares Transaction"); and
WHEREAS, R&R and Subsurface Energy Corp., a Texas corporation
("Subsurface") intends to enter into a related transaction whereby Subsurface
will deliver to R&R 2,060,000 shares of common stock of R&R for cancellation by
R&R, and whereby R&R and Subsurface will rescind the Assignment and Agreement
executed on or about May 28, 1998 (the "Subsurface Transaction") (the Pilares
Transaction and the Subsurface Transaction are hereinafter collectively referred
to as the "Related Transactions").
<PAGE>
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained,
and on the terms and subject to the conditions herein set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
EXCHANGE OF SHARES
Section 1.1 Centenary Stock. Contemporaneously with the execution of
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this Agreement, the Stockholders shall transfer, convey and deliver to R&R
800,000 shares of stock of Centenary ("Centenary Stock"), which represents 100%
of the outstanding shares of stock of Centenary, and shall deliver to R&R stock
certificates representing such stock, duly transferred and nominated in favor of
R&R or accompanied by duly executed stock powers in form and substance
satisfactory to R&R. The transaction by which such transfer shall take place is
hereinafter referred to as the "Exchange".
Section 1.2 R&R Common Stock. Contemporaneously with the execution of
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this Agreement, and in exchange for the Centenary Stock transferred to R&R by
the Stockholders, R&R shall deliver to the Stockholders a total of 15,053,500
shares of common stock of R&R ("R&R Common Stock"), and shall deliver to the
Stockholders stock certificates representing such stock, all with restricted
legend, in such amounts and to the Stockholders as set forth in Exhibit A.
<PAGE>
ARTICLE II
THE CLOSING
The Closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at 10:00 a.m. on November 12, 1998 (the "Closing
Date"), at the offices of Patrick C. Clary, Chartered, 502 South Fourth Street,
Suite 360, Las Vegas, Nevada 89101 or at such other time and place as agreed
upon among the parties hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each of the Stockholders hereby severally represent and warrant to R&R as
follows:
Section 3.1 Ownership of the Centenary Stock. The Stockholder owns,
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beneficially and of record, that number of shares of Centenary Stock set forth
opposite the Stockholder's name on Exhibit A hereto. The shares of Centenary
stock are owned by such Stockholder free and clear of any liens, claims,
equities, charges, options, rights of first refusal, or encumbrances. The
Stockholder has the unrestricted right and power to transfer, convey and deliver
full ownership of such shares without the consent or agreement of any other
person and without any designation, declaration or filing with any governmental
authority and upon the transfer of such shares to R&R as contemplated herein,
R&R will receive good and valid title thereto, free and clear of any liens,
claims, equities, charges, options, rights of first refusal, encumbrances or
other restrictions (except those imposed by applicable securities laws).
Section 3.2 Authorization. Each of the Stockholders is a person of
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full age of majority, with full power, capacity, and authority to enter into
this Agreement and perform the obligations contemplated hereby by and for
<PAGE>
himself and his spouse. All action on the part of the Stockholders necessary
for the authorization, execution, delivery and performance of this Agreement by
the Stockholders has been taken and will be taken prior to Closing. This
Agreement, when duly executed and delivered in accordance with its terms, will
constitute legal, valid, and binding obligations of the Stockholders enforceable
against the Stockholders in accordance with its terms, except as may be limited
by bankruptcy, insolvency, and other similar laws affecting creditors' rights
generally or by general equitable principles.
Section 3.3 Pending Claims. There is no claim, suit, action or
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proceeding, whether judicial, administrative or otherwise, pending or, to the
best of the Stockholders' knowledge, threatened with respect to the transfer to
R&R of the Centenary Stock owned by the Stockholders or the performance of this
Agreement by the Stockholders.
Section 3.4 Litigation. No litigation is pending, or, to Stockholders'
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knowledge, threatened, against the Stockholders, which seeks to restrain or
enjoin the execution and delivery of this Agreement or any of the documents
referred to herein or the consummation of any of the transactions contemplated
hereby or thereby.
Section 3.5 Disclosure. No representation or warranty of the
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Stockholders contained in this Agreement (including any exhibits hereto)
contains any untrue statement or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF R&R
R&R hereby represents and warrants to the Stockholders as follows:
<PAGE>
Section 4.1 Organization and Capitalization. R&R is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Nevada, with full power and authority and all necessary governmental and
regulatory licenses, permits and authorizations to carry on the businesses in
which it is engaged, to own the properties that it owns currently and will own
at the Closing. R&R is qualified as a foreign corporation and is in good
standing in each jurisdiction in which the failure to qualify would have a
material adverse effect on the business, properties or condition (financial or
otherwise) of R&R. R&R does not have any subsidiaries or any other investments
or ownership interest in any corporation, partnership, joint venture or other
business enterprise, except as set forth in Exhibit 4.1. The authorized capital
stock of R&R consists of 50,000,000 shares of common stock, $0.001 par value, of
which, immediately prior to the Closing, 9,155,230 shares of common stock are
validly issued and outstanding. There are no shares of preferred stock
authorized, issued or outstanding. Concurrent with the consummation of all of
the terms and conditions to Closing by all of the parties hereto as provided for
in Article V, R&R will cause such corporate action to be taken to complete the
Related Transactions and to cancel the 3,185,320 and 2,060,000 shares of common
stock of R&R received by R&R from Pilares and Subsurface, respectively, as part
of the Related Transactions. All of such issued and outstanding shares of
common stock of R&R have been duly authorized are validly issued and are fully
paid and non-assessable. None of the shares were issued in violation of any
preemptive rights. There are no existing warrants, options, rights of first
refusal, conversion rights, calls, commitments or other agreements of any
character pursuant to which R&R is or may become obligated to issue any of its
stock or securities. R&R has no obligation to repurchase, reacquire or redeem
any of its outstanding capital stock.
<PAGE>
Section 4.2 Authorization. R&R is a corporation with full power,
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capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby by and for itself. All action on the part of R&R necessary
for the authorization, execution, delivery and performance of this Agreement by
R&R has been taken or will be taken prior to Closing. This Agreement, when duly
executed and delivered in accordance with its terms, will constitute legal,
valid, and binding obligations of R&R enforceable against R&R in accordance with
its terms, except as may be limited by bankruptcy, insolvency, and other similar
laws affecting creditors' rights generally or by general equitable principles.
Section 4.3 No Breaches or Defaults. The execution, delivery, and
--------------------------
performance of this Agreement by R&R does not: (i) conflict with, violate, or
constitute a breach of or a default under, (ii) result in the creation or
imposition of any lien, claim, or encumbrance of any kind upon the R&R Common
Stock, or (iii) require any authorization, consent, approval, exemption, or
other action by or note to or filing with any third party or Governmental
Authority under any provision of: (a) any applicable Legal Requirement, or (b)
any credit or loan agreement, promissory note, or any other agreement or
instrument to which R&R is a party or by which the R&R Common Stock may be bound
or affected. For purposes of this Agreement, "Governmental Authority" means any
foreign governmental authority, the United States of America, any state of the
United States, and any political subdivision of any of the foregoing, and any
agency, department, commission, board, bureau, court, or similar entity, having
jurisdiction over the parties hereto or their respective assets or properties.
For purposes of this Agreement, "Legal Requirement" means any law, statute,
ordinance, writ, injunction, decree, requirement, order, judgment, rule, or
regulation (or interpretation of any of the foregoing) of, and the terms of any
license or permit issued by, any Governmental Authority.
<PAGE>
Section 4.4 Pending Claims. There is no claim, suit, action or
---------------
proceeding, whether judicial, administrative or otherwise, pending or, to the
best of R&R knowledge, threatened with respect to the transfer to the
Stockholders of the R&R Common Stock or the performance of this Agreement by
R&R.
Section 4.5 Consents. No permit, consent, approval or authorization
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of, or designation, declaration or filing with, any Governmental Authority or
any other person or entity is required on the part of R&R in connection with the
execution and delivery by R&R of this Agreement or the consummation and
performance of the transactions contemplated hereby.
Section 4.6 Financial Information. R&R has delivered to the
----------------------
Stockholders the audited balance sheets of R&R dated as of December 31, 1997,
together with the related statements of income, changes in shareholder's equity
and cash flow for the years then ended, including the related notes, all
certified by Kurt D. Saliger, certified public accountant. In addition, R&R has
delivered to the Stockholders its interim unaudited financial statements as
filed with the Securities and Exchange Commission ("SEC") for the three month
periods ending March 31, 1998, June 30, 1998, and September 30, 1998 (the
audited balance sheet and interim financial statements are collectively referred
to as the "Financial Statements"). Such Financial Statements, including the
related notes, are in accordance with the books and records of R&R and fairly
present the financial position of R&R and the results of operations and changes
in financial position of R&R as of the dates and for the periods indicated, in
each case in conformity with generally accepted accounting principles applied on
a consistent basis. Except as, and to the extent reflected or reserved against
in the Financial Statements, R&R, as of the date of the Financial Statements,
has no liability or obligation of any nature, whether absolute, accrued,
contingent or otherwise, not fully reflected or reserved against in the
Financial Statements. As of the Closing Date, there will not have been any
material change in the financial condition of R&R from that reflected in the
latest Financial Statements of R&R furnished to the Stockholders pursuant
hereto. As of the Closing Date and upon the consummation of the Related
Transactions, R&R will have no assets or liabilities or obligations of any
nature, whether absolute, accrued, contingent or otherwise, nor will R&R be a
co-maker or guarantor in connection with any other transaction or matter of any
kind.
<PAGE>
Section 4.7 Taxes. Except as disclosed in Exhibit 4.7, R&R has filed
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all federal tax returns and reports due or required to be filed, and has paid
all taxes, interest payments and penalties, if any, required to be paid with
respect thereto. R&R has no taxes due or accruable for any periods ending on or
before the Closing Date to any taxing authority and is not delinquent in the
payment of any tax or governmental charge of any nature.
Section 4.8 Compliance with Laws. R&R is, and at all times prior to
----------------------
the date hereof has been, in compliance with all statutes, orders, rules,
ordinances and regulations (including without limitation, statutes, orders,
rules, ordinances and regulations pertaining to zoning, health, safety,
environmental and securities law matters) applicable to it or to the ownership
of its assets or the operation of its businesses and R&R has no basis to expect,
nor has received, any order or notice of any such violation or claim of
violation of any such statute, order, rule, ordinance or regulation.
Section 4.9 Book and Records. The books of account, minute books,
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stock record books and other records of R&R, all of which have been made
available to the Stockholders, are accurate and complete and have been
maintained in accordance with sound business practices. At the Closing, all of
these books and records will be in the possession of R&R.
Section 4.10 SEC Reports. R&R has filed with the SEC all of the
------------
reports required to be filed with the SEC pursuant to Sections 12, 13 and 15 of
the Securities Exchange Act of 1934, as amended. As of their respective dates,
such reports and statements did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.
<PAGE>
Section 4.11 No Pending Transactions. There are no contracts,
-------------------------
agreements, commitments, understandings or proposed transactions, whether
written or oral, to which R&R is a party or by which it is bound. Except for
the transactions contemplated by this Agreement, R&R is not a party to or bound
by or the subject of any agreement, undertaking, commitment or discussions or
negotiations with any person that could result in (i) the sale, merger,
consolidation or recapitalization of R&R, or (ii) the sale of all or
substantially all of the assets of R&R.
Section 4.12 Litigation. No litigation is pending, or, to R&R's
----------
knowledge, threatened, against R&R, or its assets or properties which seeks to
restrain or enjoin the execution and delivery of this Agreement or any of the
documents referred to herein or the consummation of any of the transactions
contemplated hereby or thereby. There are no judgments or outstanding orders,
injunctions, decrees, stipulations or awards against R&R or any of its assets or
properties.
Section 4.13 Brokerage Commission. No broker or finder has acted for
---------------------
R&R in connection with this Agreement or the transactions contemplated hereby,
and no person is entitled to any brokerage or finder's fee or compensation in
respect thereof based in any way on agreements, arrangements or understandings
made by or on behalf of the R&R.
Section 4.14 Disclosure. No representation or warranty of R&R
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contained in this Agreement (including the exhibits hereto) contains any untrue
statement or omits to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.
<PAGE>
ARTICLE V
CLOSING; DELIVERY
Section 5.1(a) Closing Documents of the Stockholders. The obligations
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of R&R to effect the transactions contemplated hereby are subject to the
delivery by the Stockholders at Closing of certificates evidencing their
Centenary Stock duly endorsed for transfer by the Stockholders to R&R as
contemplated by this Agreement, in form and substance satisfactory to counsel
for R&R.
Section 5.1(b) Closing Documents of R&R. The obligations of the
---------------------------
Stockholders to effect the transactions contemplated hereby are subject to each
of the following conditions:
(i) The Stockholders shall have received an officers and directors
certificate, dated the Closing Date and signed by the officers and
directors of R&R that the representations and warranties made by R&R
in Article IV hereof are true and correct on the Closing Date;
(ii) R&R shall have delivered either (i) certificates evidencing R&R's
Common Stock, duly executed for issuance by R&R to the Stockholders as
contemplated by this Agreement in the amounts as set forth in Exhibit
A, or (ii) letter of instructions from a duly authorized officer of
R&R to Silverado Stock Transfer, Inc., a Nevada corporation (R&R's
transfer agent), instructing the transfer agent to duly issue stock
certificates evidencing the shares of Common Stock of R&R to the
Stockholders, all as contemplated by this Agreement, in form and
substance satisfactory to counsel for the Stockholders;
(iii)The Related Transactions shall be consummated concurrently with the
Closing and the 5,245,230 shares of common stock of R&R shall have
been returned to the treasury and canceled and the Stockholders shall
have been provided with documentation thereof;
(iv) The Board of Directors of R&R shall have approved and authorized the
transactions contemplated herein and the Related Transaction;
(v) The Board of Directors of R&R shall have appointed Hector A. Patron
Costas, Eduardo Sarganaga and Claudio Roman as new directors of R&R;
(vi) R&R shall provide to the Stockholders the written resignations of all
other existing Directors of R&R; and
<PAGE>
(vii)R&R shall provide to the Stockholders the written legal opinion of
Patrick C. Clary, Chartered, as set forth in Exhibit 5.1(b)(viii)
dated as of the Closing Date, in form and substance satisfactory to
the Stockholders and its counsel.
ARTICLE VI
NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Section 6.1 Nature of Statements. All statements contained herein, or
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in any certificate or other written instrument delivered by or on behalf of R&R
or the Stockholders pursuant to this Agreement shall be deemed representations
and warranties by R&R or the Stockholders, as the case may be. No investigation
by any party hereto nor failure by any party hereto, to make any investigation,
shall constitute a waiver of any representation, warranty, covenant, or
agreement of any party hereto, nor relieve such other party of any obligation
with respect to the accuracy or fulfillment thereof.
Section 6.2 Survival of Representations and Warranties. Regardless of
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any investigation at any time made by or on behalf of any party hereto or of any
information any party may have in respect hereof, all covenants, agreements,
representations, and warranties made hereunder or pursuant hereto or in
connection with the transactions contemplated hereby shall survive Closing and
continue in effect thereafter for the maximum period allowed by law.
ARTICLE VII
INDEMNIFICATION
Section 7.1 Indemnification from the Stockholders. The Stockholders
---------------------------------------
severally agree to and shall indemnify, defend (with legal counsel reasonably
acceptable to R&R), and hold R&R and its officers and directors harmless at
all times after the date of this Agreement, from and against and in respect of,
any liability, claim, deficiency, loss, damage, penalty or injury, and all
<PAGE>
reasonable costs and expenses (including reasonable attorneys' fees and costs of
any suit related thereto) suffered or incurred by R&R arising from (a) any
misrepresentation by, or breach of any covenant or warranty of the Stockholders
contained in this Agreement, or any exhibit, certificate, or other instrument
furnished or to be furnished by the Stockholders hereunder, (b) any
nonfulfillment of any agreement on the part of the Stockholders under this
Agreement, or (c)from any material misrepresentation in or material omission
from, any certificate or other instrument furnished or to be furnished to R&R
hereunder.
Section 7.2 Indemnification from R&R. R&R agrees to and shall
--------------------------
indemnify, defend (with legal counsel reasonably acceptable to the Stockholders)
and hold the Stockholders, their agents, affiliates and assigns harmless at all
times after the date of the Agreement from and against, and in respect of any
liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any suit related thereto) suffered or incurred by the Stockholders, arising from
(a) any misrepresentation by, or breach of any covenant or warranty of R&R
contained in this Agreement or any exhibit, certificate, or other agreement or
instrument furnished or to be furnished by R&R hereunder, or any claim by a
third party (regardless of whether the claimant is ultimately successful), which
if true, would be such a misrepresentation or breach; (b) any nonfulfillment of
any agreement on the part of R&R under this Agreement, or from any
misrepresentation in or omission from, any exhibit, certificate or other
agreement or instrument furnished or to be furnished to the Stockholders
hereunder; or (c) any suit, action, proceeding, claim or investigation against
the Stockholders which arises from or which is based upon or pertaining to R&R's
conduct or operation of the business of the R&R and any other matter or state of
facts relating to the transactions contemplated herein subsequent to Closing.
<PAGE>
Section 7.3 Defense of Claims. If any lawsuit or enforcement action is
-----------------
filed against any party entitled to the benefit of indemnity hereunder, written
notice thereof shall be given to the indemnifying party as promptly as
practicable (and in any event not less than fifteen (15) days prior to any
hearing date or other date by which action must be taken); provided that the
failure of any indemnified party to give timely notice shall not affect rights
to indemnification hereunder except to the extent that the indemnifying party
demonstrates actual damage caused by such failure. After such notice, the
indemnifying party shall be entitled, if it so elects, to take control of the
defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any proceeding in respect of which
any indemnified party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other proceeding only
involves a remedy for the payment of money by the indemnifying party and
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
Section 7.4 Default of Indemnification Obligation. If an entity or
----------------------------------------
individual having an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or both, as the case may be, to whom such indemnification, defense and hold
harmless obligation is due shall have the right, but not the obligation, to
<PAGE>
assume and maintain such defense (including reasonable counsel fees and costs of
any suit related thereto) and to make any settlement or pay any judgment or
verdict as the individual or entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such settlement, payment, expense and costs, including reasonable attorneys'
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may be.
ARTICLE VIII
CONDITIONS SUBSEQUENT
Section 8.1. American Stock Exchange Listing. Following the Closing and
-------------------------------
the consummation of the transactions contemplated hereunder, R&R will use its
best efforts to meet the listing requirements of the American Stock Exchange and
thereafter, to apply, as soon as is reasonably practicable, for a listing on the
American Stock Exchange.
Section 8.2. Appointment of Director. The Stockholders agree to cause
------------------------
the appointment of Claudio Roman as a director of R&R until the next annual
meeting of the Stockholders of R&R or until his successor has been elected.
ARTICLE IX
COVENANTS OF STOCKHOLDERS
Section 9.1 No reverse split of Common Stock of R&R. The Stockholders
---------------------------------------
will not take any action to cause R&R to effectuate a reverse stock split of its
common stock during the one year period commencing on the date hereon.
<PAGE>
ARTICLE X
MISCELLANEOUS
Section 10.1 Notices. All notices and other communications provided
-------
for herein shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, or overnight air courier guaranteeing next day
delivery:
(a) If to R&R, to:
R&R Resources, Inc.
520 S. Fourth St., Suite 360
Las Vegas, NV 89101
With a copy to:
Patrick C. Clary, Chartered
520 South Fourth Street, Suite 360
Las Vegas, Nevada 89101
(b) If to the Stockholders to:
Centenary Stockholders
at their address reflected on Exhibit A
With a copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; three days after being
deposited in the mail, postage prepaid, sent certified mail, return receipt
requested, if mailed; and the next day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.
<PAGE>
If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
Any party hereto may change its address by notifying the other parties as
provided for in this notice provision.
Section 10.2 Waiver. Any waiver of any provision of this Agreement
------
shall be effective only if in writing, and no waiver of any provision of this
Agreement shall constitute a waiver of any other provision of this Agreement,
nor shall such waiver constitute a waiver of any subsequent breach of such
provision.
Section 10.3 Assignment. This Agreement shall be binding upon and
----------
shall inure to the benefit of the parties and their respective successors and
assigns and may not be assigned unless agreed to in writing by all parties
hereto.
Section 10.4 Counterparts. This Agreement may be executed in multiple
------------
counterparts, each of which shall be deemed an original but all of which shall
be deemed one instrument.
Section 10.5 Section Headings. The section headings contained in this
----------------
Agreement are for convenient reference only and shall not in any way affect the
meaning or interpretation of this Agreement.
Section 10.6 Entire Agreement. This Agreement, the documents to be
-----------------
executed hereunder and the exhibits and schedules attached hereto constitute the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties pertaining to the subject
<PAGE>
matter hereof, and there are no warranties, representations or other agreements
among the parties in connection with the subject matter hereof except as
specifically set forth herein or in documents delivered pursuant hereto. No
supplement, amendment, alteration, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the parties hereto.
All of the exhibits and schedules referred to in this Agreement are hereby
incorporated into this Agreement by reference and constitute a part of this
Agreement.
Section 10.7 Validity. The invalidity or unenforceability of any
--------
provision of this Agreement shall not effect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
Section 10.8 Governing Law. This Agreement shall be construed and
--------------
enforceable under and in accordance and governed by the laws of the State of
Texas.
Section 10.9 Costs and Expenses. R&R and the Stockholders shall each
-------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day and year first above written.
R&R RESOURCES, INC.
By: /s/ William Batts
President
STOCKHOLDERS OF CENTENARY S.A.:
CENTENARY GROUP, S.A.
By: /s/ Hector A. Patron Costas
/s/ Hector A. Patron Costas
/s/ Guillermo A. Aguilar Penalva, by
Hector A. Patron Costas, pursuant to
Power of Attorney
/s/ Julio A. Descals Seall, by
Hector A. Patron Costas, pursuant to
Power of Attorney
/s/ Julio Descals Fernandez, by
Hector A. Patron Costas, pursuant to
Power of Attorney
<PAGE>
EXHIBIT A
Stockholder Shares of Shares of
and Address Centenary to Exchange R&R to Receive
- --------------------------------- --------------------- ---------------
Centenary Group S.A. 720,000 15,053,500*
Juncal 1327 D-P. 18 Ap. 1801
Uruguay
Hector A. Patron Costas 32,000 *
Florida 670 2nd Floor
Argentina
Guillermo A. Aguilar Penalva 32,000 *
Florida 670 2nd Floor
Argentina
Julio A. Descals Seall 8,000 *
Florida 670 2nd Floor
Argentina
Julio Descals Fern ndez 8,000 *
--------------------- ---------------
Florida 670 2nd Floor
Argentina
Total 800,000 15,053,500
Being 100% of the
outstanding shares of
Centenary S.A.
* Shares to be issued to Centenary Group S.A. pursuant to power of attorney.
<PAGE>
