PLAN OF MERGER
This Plan of Merger is made and entered into this 5th day of May, 2000,
by and between TIDELANDS OIL & GAS CORPORATION, a Nevada corporation,
("TIDELANDS" or the "Surviving corporation"), and OMNI ACQUISITION CORPORATION,
a Nevada corporation, ("OMNI" or the "Disappearing Corporation").
RECITALS
A. TIDELANDS is a corporation organized and existing under the laws of
the State of Nevada and has authorized capital stock consisting of 100,000,000
shares of common stock, par value $0.001 per share, of which 17,640,489 shares
are issued and outstanding.
B. OMNI is a corporation in organization under the laws of the State of
Nevada and has authorized capital stock consisting of 25,000,000 shares, par
value $0.001 per share, of which 5,000,000 shares are issued and outstanding
being owned by Tidelands.
C. The Board of Directors of TIDELANDS and OMNI, respectively, deem it
advisable for OMNI to merge with and into TIDELANDS.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, TIDELANDS and OMNI hereby agree to the following Plan of
Merger:
1. Names of Constituent Corporations. OMNI will merge with and into
TIDELANDS. TIDELANDS will be the Surviving Corporation.
2. Terms and Conditions of Merger. The effective date of merger will be
the date upon which the Articles of Merger are filed with the Nevada Secretary
of State. Upon the effective date of the merger the separate corporate existence
of OMNI will cease; title to all real estate and other property owned by OMNI
will be vested in TIDELANDS without reversion or impairment; and the Surviving
Corporation will have all liabilities of OMNI. Any proceeding pending by or
against OMNI may be continued as if such merger did not occur, or the Surviving
Corporation may be substituted in the proceeding for OMNI.
3. Governing Law. The laws of the State of Nevada will govern the
Surviving Corporation.
4. Name. The name of the Surviving Corporation will be TIDELANDS OIL &
GAS CORPORATION.
5. Registered Office. The present address of the registered office of
the Surviving and Disappearing corporation's is X.X. Xxx 000000, Xxxxxx Xxxxxxx,
Xxxxx 00000.
6. Accounting. The assets and liabilities of TIDELANDS and OMNI
(collectively the "Constituent Corporations") as of the effective date of the
merger will be taken up on the books of the Surviving Corporation at the amounts
at which they are carried at that time on the respective books of the
Constituent Corporations.
7. Bylaws. The Bylaws of TIDELANDS as of the effective date of the
merger will be the Bylaws of the Surviving Corporation until the same will be
altered or amended in accordance with the provisions thereof.
8. Directors. The directors of TIDELANDS as of the effective date of
the merger will be the directors of the Surviving Corporation until their
respective successors are duly elected and qualified.
9. Manner and Basis of Converting Shares. As of the effective date of
the merger:
(a) The Surviving Corporation will retire or cancel all of the
shares of OMNI and any shares of stock of OMNI in the treasury on the
effective date of the merger will be surrendered to the Surviving
Corporation for cancellation, and no shares of the Surviving
Corporation will be issued in respect thereof.
10. Shareholder Approval. This Plan of Merger will be submitted to the
sole shareholder of OMNI for its approval in the manner provided by law. After
approval, the Articles of Merger will be filed as required under the laws of the
State of Nevada.
11. Rights of Dissenting Shareholders. Tidelands, the sole shareholder
of Omni will waive any dissenting rights.
12. Termination of Merger. This merger may be abandoned at any time
prior to the filing of Articles of Merger with the Secretary of State, upon a
vote of a majority of the Board of Directors of both TIDELANDS and OMNI. If the
merger is terminated, there will be no liability on the part of either
Constituent Corporation, their respective Boards of Directors, or shareholders.
13. Counterparts. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies will be and constitute an
original instrument.
IN WITNESS WHEREOF, this Plan of Merger has been adopted by the
undersigned corporations as of this 5th day of May, 2000.
TIDELANDS OIL & GAS CORPORATION OMNI ACQUISITION CORPORATION
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx Name: Xxxxxxx Xxxx
Title: President Title: President