PLAN OF MERGER
AMALAGAMATION AGREEMENT
This agreement dated September 6, 2005
BETWEEN:
Rival Technologies Inc, a British Columbia company
with the mailing address and delivery address of its registered office at
#000-000 Xxxx Xxxxx Xxxx Xxxxxxxxx, XX X0X 0X0
(herein referred to as "Rival BC")
AND:
Rival Technologies Inc, a Nevada company
with the mailing address and delivery address of its registered office at
0000 Xxxx Xxxxxxx Xxxx Xxxxx #0 Xxx Xxxxx, XX 00000
(herein referred to as "Rival Nevada")
WHEREAS:
A. Rival BC and Rival Nevada (jointly, the "Companies"), acting under
authority contained in the Business Corporations Act of British
Columbia. and the laws of the State of Nevada, have agreed to
amalgamate/ merge under the terms and conditions set out in this
Agreement;
B. The authorized share structure of Rival BC consists of 100,000,000
Common shares without par value, of which approximately 41,683,776
shares are issued and outstanding as fully paid;
C. The authorized share structure of Rival Nevada consists of 100,000,000
Common shares with a par value, of $0.001 per share of which 1,000 are
issued and outstanding as fully paid;
D. Each of the Companies has made a full disclosure to the other of all of
its respective assets and liabilities; and
E. It is desirable for business reasons that the amalgamation/merger of the
Companies be effected.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
agreements, covenants and conditions contained in this Agreement, each of the
Companies covenants and agrees with the other as follows:
(1) In this Agreement, the expression "Amalgamated Company" shall mean the
company continuing from the Amalgamation.
(2) Each of the Companies agrees to amalgamate and merge under the
provisions of S.284 and of the Business Corporations Act of British Columbia
and laws of the state of Nevada and to continue as one company under the terms
and conditions set out in this Agreement.
(3) The name of the Amalgamated Company shall be " Rival Technologies, Inc"
(4) The jurisdiction of the Merged/Amalgamated Company shall be the State of
Nevada.
(5) The forms of the Amalgamation Application (including the Notice of
Articles of the Amalgamated Company) and of the Articles of the Amalgamated
Company shall be in the forms set out in Schedule 1 and Schedule 2 to this
Agreement respectively, and the said Articles have been signed by one of the
first directors of the Amalgamated Company referred to in paragraph (6) of
this Agreement.
(6) The mailing and delivery addresses of the registered and records offices
of the Amalgamated Company, until changed in accordance with the Act, shall
be as set out in the Notice of Articles referred to in paragraph (4) of this
Agreement.
(7) The number of directors of the Amalgamated Company, until changed in
accordance with the Articles of the Amalgamated Company, shall be three. The
full names and prescribed addresses of the first directors of the Amalgamated
Company are:
______________________________________________________________________________
Full Name Prescribed Address
-------------------------- -------------------------------------------------
Xxxxx Xxxxxx #106,155 Xxxx 0xx Xxxxxx X.Xxxxxxxxx XX X0X 0X0
-------------------------- -------------------------------------------------
Xxxxx Xxxxxxxxx #207,3663 Xxxx 00xx Xxx Xxxxxxxxx XX X0X 0X0
-------------------------- -------------------------------------------------
Xxxx Xxxxxxxxx 0000 Xxxx 00xx Xxx Xxxxxxxxx XX X0X 0X0
______________________________________________________________________________
Each such director shall hold office until he or she ceases to hold office as
specified in the Act, or in the Articles of the Amalgamated Company. The
directors shall carry on and continue the operations of the Amalgamated
Company in such a manner as they shall determine, subject to and in accordance
with the Articles of the Amalgamated Company and the Act.
(8) The full names and offices of the first officers of the Amalgamated
Company are:
______________________________________________________________________________
Full Name Office
-------------------------- -------------------------------------------------
Xxxxx X. Xxxxxx President and Treasurer
-------------------------- -------------------------------------------------
Xxxxx Xxxxxxxxx Secretary
______________________________________________________________________________
The officers shall hold office at the pleasure of the directors of the
Amalgamated Company.
(9) The issued shares of each of the Companies shall be exchanged for those
of the Amalgamated Company or otherwise dealt with as follows:
(a)each issued Common share of Rival BC shall remain outstanding and
each Common share of Rival NV shall be converted into one Common share of the
Merged/Amalgamated Company;
(10) The financial year-end of the Amalgamated Company shall be December 31,
until changed by the directors of the Amalgamated Company.
(11) All obligations of each of the Companies immediately prior to the
Amalgamation shall attach to the Amalgamated Company and the Amalgamated
Company shall continue to be liable for them.
(12) Each of the Companies may, by resolution of their respective directors
or by special resolution, assent to any alteration or modification of this
Agreement which may be necessary or desirable in the opinion of the respective
directors or shareholders, as the case may be, of each of the Companies
passing such resolution, and all alterations and modifications so assented to
shall be binding upon the Companies.
(13) The Amalgamation shall take effect and go into operation effective 12:01
am on October 14, 2005 if this Agreement has been approved as required by law
and all necessary documentation has been filed with Registrar before that
time, or as such later time, or time and date, as may be determined by the
directors of the Companies when this Agreement shall have been adopted as
required by law; provided, however, that if the respective directors of any of
the Companies determine that it is in the best interest of the Companies, or
any of them, or of the Amalgamated Company, not to proceed with the
Amalgamation, then any of the Companies may, by written notice to the others,
terminate this Agreement at any time prior to the Companies being amalgamated,
and in such event, the Amalgamation shall not take place notwithstanding the
fact that this Agreement may have been adopted by the shareholders of the
Companies.
(14) Upon the Amalgamation taking effect and thereafter, the Amalgamated
Company shall be seized of and shall hold and possess all the properties,
rights and interests of, and shall be subject to all the debts, liabilities
and obligations of, each of the Companies without any further deeds,
transfers, or conveyances, as fully and effectually and to all intents and
purposes as the same are held or borne by each of the Companies, respectively,
immediately prior to the Amalgamation and the directors of the Amalgamated
Company shall have full power to carry the Amalgamation into effect and to
perform such acts as are necessary or proper for such purposes. The provisions
of this paragraph shall not be deemed to exclude any of the effects, rights,
privileges that at law may be incidental to or result from the Amalgamation,
whether or not herein specifically mentioned. The shareholders of each of the
Companies shall be bound by the terms of this Agreement.
(15) The Merged/Amalgamated Company agrees that it may be served with process
in the State of Nevada in any proceeding for enforcement of any obligation of
the Merged/Amalgamated Company arising from the Merger and irrevocably
appoints Incorp Services, Inc., located at 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 0,
Xxx Xxxxx, Xxxxxx 00000-0000, as its agent to accept service of process in any
such suit or other proceeding and the Merged/Amalgamated Company authorizes
the aforesaid Incorp Services, Inc. to send such process to it by registered
mail directed to its principal office located at Suite 200, 100 Park Royal,
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0.
(16) Subject to the provisions of paragraph (13) of this Agreement, if this
Agreement is adopted by each of the Companies as required by the Act, and the
laws of the State of Nevada, the Companies agree that they will, jointly and
together, file with the Registrar the Amalgamation Application in the form set
out in Schedule 1 to this Agreement and file with the State of Nevada an
Articles of Merger.
(17) Each of the Companies agrees to do, execute and deliver, and cause to be
done, executed and deliver, all such further acts, deeds, documents and
instruments as are necessary or desirable to give full force and effect to
this Agreement.
IN WITNESS WHEREOF each of the Companies has duly executed this Agreement the
day and year first above written.
Rival Technologies Inc. Rival Technologies Inc.
a British Columbia corporation a Nevada corporation
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
Per:_______________________ Per:________________________
Authorized Signatory Authorized Signatory
