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EXHIBIT 2.2
XXXXXXX OIL AND GAS, INC. LETTERHEAD
March 14, 1997
ROGI International Inc., S.A.
Xxxxxxxxx Xxxx No. 7
Panama
Republic of Panama
Attn: Xxxxxx Xxxx, Agent
Reference:The purchase of the authorized and unissued shares of
Xxxxxxx Oil and Gas, Inc., ("ROGI")
Subject: Letter of Agreement
Dear Xx. Xxxx:
We wish to conform the acceptance of your offer to purchase 6,000,000
authorized and unissued shares of Xxxxxxx Oil and Gas, Inc. We understand the
offer is as follows:
1. CASH - None
2 ASSETS - A minimum of US $10,500,000.00 worth of hard
assets transferred to ROGI as additional paid capital,
beneficial ownership/stewardship of Colombian Chimichuaga
Association Contract.
a) The transfer is to start immediately.
b) A current audit or value opinion will be provided to
ROGI in a form acceptable to their auditors and/or
stock exchange that will verify or attest to the
value.
3. STOCK - Corporate shares will be issued in return for assets
paid to ROGI as follows:
a) Each share will be issued on an arbitrary value of US
$0.55 equals one (1) share.
b) Corporate shares of two million (2,000,000) of
authorized and unissued stock will be issued to any
entity or person as directed by Xxxxxxxx, S.A.
c) Corporate shares of four million (4,000,000) of
authorized and unissued stock will be issued to any
entity or person as directed by ROGI International,
Inc. S.A.
I hope the foregoing states the current agreement as derived from our
meeting this day.
Agreed to and accepted by ROGI Board of Directors this date.
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Xxxx Xxxxxxx Date
Chairman, CEO, President
Xxxxxxx Oil and Gas, Inc.
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Xxxxxx X. Xxxx Date
Agent for:
ROGI International Inc., S.A.
