AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT dated as of April 18, 2007.
BETWEEN:
PETROSOUTH ENERGY CORP., a
Nevada corporation, having its office at 15 Lochbury Court, Spring,
TX 77379
(“
PetroSouth ”)
AND:
MOBRIDGE EXPLORATIONS INC. ,
a Nevada corporation, having its office at 13 Bastedo Crescent,
Marathon, Ontario P0T 2E0
(“
Mobridge ”)
WHEREAS:
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A.
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PetroSouth
is the wholly-owned subsidiary of Mobridge;
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B.
The
boards of directors of PetroSouth and Mobridge deem it
advisable and in the best interests of their respective
companies and shareholders that PetroSouth be merged with and
into Mobridge, with Mobridge remaining as the surviving
corporation under the name “PetroSouth Energy
Corp.”;
C.
The
board of directors of PetroSouth has approved the plan of
merger embodied in this Agreement; and
D.
The
board of directors of Mobridge has approved the plan of merger
embodied in this Agreement.
THEREFORE,
in consideration of the mutual agreements and covenants set
forth herein, the parties hereto do hereby agree to merge on
the terms and conditions herein provided, as
follows:
Upon
the terms and subject to the conditions hereof, on the
Effective Date (as hereinafter defined), PetroSouth shall be
merged with and into Mobridge in accordance with the
applicable laws of the State of Nevada (the “
Merger ”).
The separate existence of PetroSouth shall cease, and Mobridge
shall be the surviving corporation under the name “PetroSouth
Energy Corp.” (the “
Surviving Corporation ”)
and shall be governed by the laws of the State of
Nevada.
The
Merger shall become effective on the date and at the time (the
“
Effective Date ”)
that:
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(a)
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the
Articles of Merger, in substantially the form annexed hereto as
Appendix A, that the parties hereto intend to deliver to the
Secretary of State of the State of Nevada, are accepted and
declared effective by the Secretary of State of the State of
Nevada; and
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(b)
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after
satisfaction of the requirements of the laws of the State of
Nevada.
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1.3
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Articles of Incorporation
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On
the Effective Date, the Articles of Incorporation of Mobridge,
as in effect immediately prior to the Effective Date, shall
continue in full force and effect as the Articles of
Incorporation of the Surviving Corporation except that Article
1 of the Articles of Incorporation of Mobridge, as the
Surviving Corporation, shall be amended to state that the name
of the corporation is “PetroSouth Energy
Corp.”.
On
the Effective Date, the Bylaws of Mobridge, as in effect
immediately prior to the Effective Date, shall continue in
full force and effect as the bylaws of the Surviving
Corporation.
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1.5
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Directors and Officers
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The
directors and officers of Mobridge immediately prior to the
Effective Date shall be the directors and officers of the
Surviving Corporation, until their successors shall have been
duly elected and qualified or until otherwise provided by law,
the Articles of Incorporation of the Surviving Corporation or
the Bylaws of the Surviving Corporation.
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2.1
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Common Stock of Mobridge
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Upon
the Effective Date, by virtue of the Merger and without any
action on the part of any holder thereof, each share of common
stock of Mobridge, par value of $0.001 per share, issued and
outstanding immediately prior to the Effective Date shall be
changed and converted into one fully paid and non-assessable
share of the common stock of the Surviving Corporation, par
value of $0.001 per share (the “
Survivor Stock ”).
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2.2
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Common Stock of PetroSouth
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Upon
the Effective Date, by virtue of the Merger and without any
action on the part of the holder thereof, each share of common
stock of PetroSouth, par value of $0.001 per share, issued and
outstanding immediately prior to the Effective Date shall be
cancelled.
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2.3
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Exchange of Certificates
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Each
person who becomes entitled to receive any Survivor Stock by
virtue of the Merger shall be entitled to receive from the
Surviving Corporation a certificate or certificates
representing the number of Survivor Stock to which such person
is entitled as provided herein.
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3.1
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Rights, Privileges, etc.
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On
the Effective Date of the Merger, the Surviving Corporation,
without further act, deed or other transfer, shall retain or
succeed to, as the case may be, and possess and be vested with
all the rights, privileges, immunities, powers, franchises and
authority, of a public as well as of a private nature, of
PetroSouth and Mobridge; all property of every description and
every interest therein, and all debts and other obligations of
or belonging to or due to each of PetroSouth and Mobridge on
whatever account shall thereafter be taken and deemed to be
held by or transferred to, as the case may be, or invested in
the Surviving Corporation without further act or deed, title
to any real estate, or any interest therein vested in
PetroSouth or Mobridge, shall not revert or in any way be
impaired by reason of this merger; and all of the rights of
creditors of PetroSouth and Mobridge shall be preserved
unimpaired, and all liens upon the property of PetroSouth or
Mobridge shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective
corporations shall thenceforth remain with or be attached to,
as the case may be, the Surviving Corporation and may be
enforced against it to the same extent as if all of said
debts, liabilities, obligations and duties had been incurred
or contracted by it.
From
time to time, as and when required by the Surviving
Corporation or by its successors and assigns, there shall be
executed and delivered on behalf of PetroSouth such deeds and
other instruments, and there shall be taken or caused to be
taken by it such further other action, as shall be appropriate
or necessary in order to vest or perfect in or to confirm of
record or otherwise in the Surviving Corporation the title to
and possession of all the property, interest, assets, rights,
privileges, immunities, powers, franchises and authority of
PetroSouth and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of
PetroSouth or otherwise to take any and all such action and to
execute and deliver any and all such deeds and other
instruments.
Notwithstanding
any approval of the Merger or this Agreement by the
shareholders of PetroSouth or Mobridge or both, this Agreement
may be terminated and the Merger may be abandoned at any time
prior
