AGREEMENT AND PLAN OF
REORGANIZATION
THIS AGREEMENT AND PLAN OF
REORGANIZATION (the “Agreement”) made and entered into
as of June 12, 2009 by and between Tamm Oil and Gas Corp., a Nevada
corporation (hereinafter referred to as or “TAMO”), and
Petrocorp Inc., a Delaware corporation (the
“PTCP”).
RECITALS
WHEREAS, the PTCP owns all of the
membership interests (the “Interests”) in Union Energy
(Alberta), LLC, a Colorado limited liability company
(“UEA”); and
WHEREAS, TAMO desires to acquire the
Interests in exchange for 1,000,000 shares of TAMO common stock
(the “TAMO SHARES”) and PTCP is willing to sell the
Interests to TAMO in exchange for the TAMO
SHARES.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein and in
reliance upon the representations and warranties hereinafter set
forth, the parties agree as follows:
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PURCHASE OF THE SHARES AND
CONSIDERATION
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1.1 Interests
Being Purchased . Subject to the terms and conditions of this
Agreement, at the closing provided for in Section 2 hereof (the
“Closing”), PTCP sell, assign, transfer and deliver to
TAMO the Interests.
1.2
Consideration . Subject to the terms and conditions of this
Agreement and in consideration of the sale, assignment, transfer
and delivery of the Interests Sold to TAMO, at the Closing TAMO
shall issue and deliver the TAMO Shares to PTCP.
2.1 Time and
Place . The closing of the transactions contemplated by this
Agreement shall be held at the offices of Frank J Hariton, Esq.,
1065 Dobbs Ferry Road, White Plains, NY 10607, at 4:00 p.m. on June
12, 2009, or on such other date and at such other time and place as
the parties may agree upon in writing (the
“Closing”).
2.2 Deliveries
by PTCP . At the Closing, PTCP shall deliver an instrument,
reasonably satisfactory to TAMO and its counsel, conveying the
Interests, the resignation of all officers of UEA and documents
electing persons designated by TAMO as officers of UEA.
2.3 Deliveries
by TAMO . At the Closing, TAMO shall deliver the certificates
for the TAMO SHARES registered in the name Petrocorp
Inc.
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3.
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REPRESENTATIONS AND WARRANTIES OF
PTCP
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PTCP, represents and warrants to TAMO as follows:
3.1 Title .
PTCP owns all of the Interests, and shall transfer to
TAMO at the Closing good and valid title to the Sold Shares, free
and clear of all restrictions on transfer (other than any
restrictions under federal and state securities laws), liens,
claims, options, charges, pledges, security interests, and
encumbrances of every kind, character or
description. PTCP is not a party to any voting trust,
proxy, or other agreement or understanding with respect to the
Interests.
3.2 Valid and Binding
Agreement . PTCP has the full and unrestricted right, power and
authority and capacity to execute and deliver this Agreement and
consummate the transactions contemplated herein. This
Agreement has been duly executed and delivered by PTCP and
constitutes the valid and binding obligation of PTCP, enforceable
in accordance with its terms.
3.3 No
Conflict . The execution and delivery of this Agreement and
consummation of the transactions contemplated hereby do not violate
or conflict with or constitute a default under any contract,
commitment, agreement, understanding, arrangement or restriction of
any kind to which PTCP is a party or by which PTCP or PTCP’s
property is bound, or to the knowledge of PTCP any existing
applicable law, rule, regulation, judgment, or court order. PTCP is
not and will not be required to give any notice to or obtain any
consent from any person in connection with the execution and
delivery of this Agreement or the consummation of the transactions
contemplated hereby.
3.4 Accurate
Information. The information filed by PTCP pursuant to the
Securities Act of 1933, as amended (the “1933 Act”) and
the Securities and Exchange Act of 1934, as amended (the
“1934 Act”) is true accurate and complete and does not
omit any facts, necessary to make such documents not
misleading.
3.5
Litigation . There is no claim, action suit or proceeding,
at law or in equity, pending or threatened against PTCP or UEA,
(nor, to the knowledge of PTCP, is there any basis therefor) that
might result, either in any case or in the aggregate, in any
material adverse change in the business of UEA, nor is there any
judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency, instrumentality or
arbitrator outstanding against PTCP or relating to UAE or the
Interests having, or which insofar as can be reasonably foreseen,
in the future may have, any such effect. There is no claim, action,
suit or proceeding by PTCP currently pending or which PTCP intends
to initiate that might potentially result in a counterclaim
affecting UEA or the Interests Shares.
3.6
Organization.
3.6(a) PTCP is a corporation duly organized,
validly existing, and in good standing under the laws of the State
of Delaware; has the corporate power and authority to carry on its
business as presently conducted; and is qualified to do business as
a foreign corporation and is in good standing under the laws of
each state in which either the ownership or use of the properties
owned or used by it, or the nature of the activities conducted by
it, requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the business
or financial condition of PTCP.
3.6(b) UEA is a limited liability company duly
organized, validly existing, and in good standing under the laws of
the State of Colorado, has the corporate power and authority to
carry on its business as presently conducted; and is qualified to
do business as a foreign corporation and is in good standing under
the laws of each state in which either the ownership or use of the
properties owned or used by it, or the nature of the activities
conducted by it, requires such qualification, except where the
failure to be so qualified would not have a material adverse effect
on the business or financial condition of UEA. The copies of the
Articles of Organization as certified by the Secretary of State of
Colorado, and the operating agreement of UEA, as certified by the
Secretary of UAE which will be delivered to TAMO for examination
prior to the Closing, are complete and correct copies of such
constituent documents of UEA in effect on the date
hereof.
3.7
Property of UEA. UAE owns, in fee
simple absolute, the property set forth on Schedule 3.7
hereto.
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INVESTMENT REPRESENTASTION
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PTCP acknowledges that the certificates for the
TAMO SHARES will be restricted securities under the Securities Act
and will bear a restrictive legend and TAMO’s transfer agent
will maintain stop transfer instructions with respect to the
certificates and the shares represented thereby. PTCP
represents that it is acquiring the TAMO shares for investment, for
its own account and not with a view to further distribution
thereof. The TAMO SHARES may not be sold by PTCP in the
absence of a registration statement under the Securities Act or the
availability of an exemption from registration.
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REPRESENTATIONS AND WARRANTIES OF
TAMO
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TAMO represents and warrants to PTCP as follows:
5.1
Authority . TAMO has all requisite corporate power and
authority to enter into this Agreement and to consummate the
transactions contemplated herein. The execution and delivery of
this Agreement, and the consummation of the transactions
contemplated herein, have been duly authorized by all necessary
corporate action on the part of TAMO. This Agreement has been duly
executed and delivered by TAMO and constitutes the valid and
binding obligation of the Company, enforceable in accordance with
its terms.
5.2(a) TAMO is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada; has the corporate power and
authority to carry on its business as presently conducted; and is
qualified to do business as a foreign corporation and is in good
standing under the laws of each state in which either the ownership
or use of the properties owned or used by it, or the nature of the
activities conducted by it, requires such qualification, except
where the failure to be so qualified would not have a material
adverse effect on the business or financial condition of
TAMO.
5.2(
