exhibit101.htm - Generated by SEC Publisher for SEC Filing










 








 


RESOLUTIONS OF THE BOARD
OF DIRECTORS OF USG1, INC. 


AGREEMENT AND PLAN OF
MERGER 


BY AND AMONG 


USG1, INC., CANWEALTH MINERALS
CORPORATION AND KIMI ROYER AS STOCKHOLDER REPRESENTATIVE


WHEREAS, USG1, Inc. (“USG1”), is a Delaware corporation;
and 


WHEREAS, Canwealth Minerals Corporation (“Canwealth”) is
a Delaware corporation; and 


WHEREAS, the Board of Directors of USG1 (the “Board”) has
contemplated and considered the proposed business combination as set forth in
that certain Agreement and Plan of Merger (the “Merger Agreement”) and has
determined that it is advisable and in the best interest of the USG1
Stockholders to enter into the business combination of USG1 and Canwealth, as
contemplated by the Merger Agreement; 


THEREFORE BE IT RESOLVED that the Board approves
the business combination of USG1 and Canwealth; and 


BE IT FURTHER RESOLVED that the Board adopts the
Merger Agreement; and 


BE IT FURTHER RESOLVED that the Chief Executive Officer of
USG1 (the “CEO”) be and hereby is authorized to execute and deliver the Merger
Agreement and each of the agreements contemplated thereby, each in the form
previously provided to the Board, with such changes or modifications as the CEO
shall deem necessary or desirable; and


BE IT FURTHER RESOLVED that the CEO be, and hereby is,
authorized and empowered to take any and all such further action, to execute
and deliver any and all such further instruments, documents and certificates,
and to pay such expenses, in the name of and on behalf of USG1, as the CEO may
deem necessary or advisable to effectuate the purposes and intent of the
resolutions hereby adopted, the taking of such actions, the execution and
delivery of such agreements, instruments, documents and certificates and the
payment of such expenses by the CEO to be conclusive evidence of his
authorization hereunder and the approval thereof; and


BE IT FURTHER RESOLVED that the CEO is directed
to present the Merger Agreement and the Resolutions of the Board to all
stockholders eligible to vote upon and/or approve mergers and consolidations,
to the extent it is required by the General Corporation Law of the State of
Delaware and the Bylaws of USG1.


[Remainder of page
intentionally left blank; signature page follows.] 












 










 








 








Signed: ______/s/_Kimi Royer______________________


                Kimi
Royer, Chairman and Secretary of the Board of Directors


 


Date:
___August 10, 2012__________________________


 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









 










 








 








AGREEMENT AND
PLAN OF MERGER


 


AGREEMENT AND PLAN OF MERGER, dated as of
August 10, 2012 (this “Agreement”), by and among Canwealth Minerals
Corporation, a Delaware corporation (“Canwealth”), USG1, Inc., a
Delaware corporation (“USG1”), and Kimi Royer, as representative of the
USG1 Stockholders (as hereinafter defined) (the “Stockholder Representative”). 


 


WHEREAS, the parties
intend to effect the merger of Canwealth with and into USG1 (the “Merger”),
with USG1 continuing as the surviving entity in the Merger (the “Surviving
Company”), as a result of which the entire issued and outstanding common
stock, par value $0.0001 share of USG1 (the “USG1 Stock”) will be deemed
for all purposes to represent shares of common stock, par value $0.01 per
share, of Canwealth (the “Canwealth Stock”), upon the terms and subject
to the conditions set forth in this Agreement and in accordance with Delaware
General Corporation Law, as amended (“DGCL”); 


 


WHEREAS, the Boards of
Directors of Canwealth and the Board of Directors of USG1 have each approved
the Merger and each of them has determined that this Agreement and the
transactions contemplated hereby are advisable and in the respective best
interests of each of Canwealth and USG1, respectively, and their respective
stockholders;


 


WHEREAS, the USG1 Board
of Directors has resolved to recommend that the stockholders of USG1 (the “USG1
Stockholders”) adopt this Agreement and the Board of Directors of Canwealth
has resolved to recommend that its sole stockholder adopt this Agreement, to
the extent such approval is required.


 


WHEREAS, as provided by
this Agreement, the Stockholder Representative shall deliver to Canwealth a
written consent in lieu of a meeting of stockholders, in the form annexed
hereto as Schedule “A” (the “Written Consent”), signed by no less than
the holders of ninety percent (90%) of the issued and outstanding shares of
USG1 Stock prior to the Effective Time (the “Required Stockholder Approval”),
approving the terms of this Agreement and the Merger and irrevocably appointing
the Stockholder Representative for the purposes set forth in this Agreement.


 


                        NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements herein contained, the parties agree as
follows:


 


ARTICLE I


TERMS OF THE MERGER


 


Section
1.01.          The Merger.


 


(i)           As
a result of the Merger, at the Effective Time, 


 


(A)       the USG1 Stockholders shall
continue to hold an aggregate of six million six hundred thousand (6,600,000)
of USG1 Stock, representing the number of shares of USG1
Stock they held prior to the Effective Time.  Such shares of USG1 Stock shall
represent thirteen percent (13%) of the issued and outstanding shares of USG1
Stock immediately following the Effective Time; and







 










 








 










 


(B)       all of the shares of Canwealth
Stock shall be converted into an aggregate of Forty-Four Million One Hundred Sixty-Nine
Thousand Two Hundred and Thirty-One (44,169,231) shares of USG1 Stock,
representing eighty-seven percent (87%) of the issued and outstanding shares of
USG1 Stock immediately following the Effective Time.  Stock certificates
representing the foregoing shares of USG1 Stock shall be issued at the
Effective Time.  Such shares of USG1 Stock, together with the shares of USG1
Stock held by the USG1 Stockholders as contemplated by Section 1.01(i)(A)
hereof, shall constitute the only outstanding shares of common stock of the
Surviving Company following the Effective Time. The capitalization of the
Surviving Company following the Merger is reflected on Schedule “B” attached
hereto. 


 


(ii)         Fractional
Shares.  No certificates or scrip representing fractional shares
of Canwealth Stock or book-entry credit of the same shall be issued in exchange
for the USG1 Stock.  Each holder of USG1 Stock who receives any
portion of the Canwealth Stock who would otherwise have been entitled to
receive a fraction of a share of Canwealth Stock shall have such fractional
interest rounded up to the nearest whole number.


 


(iv)         Merger
Consideration.  As consideration for the Merger, Canwealth shall
pay the Stockholder Representative an aggregate of Fifty Thousand Dollars
($50,000) (the “Merger Consideration”), who shall be solely responsible
to distribute such Merger Conisderation among the non-Dissenting Stockholders (the
“Non-Dissenting Stockholders”) on a pro rata basis relative to the
number of shares of USG1 Stock held by each such Non-Dissenting Stockholder
prior to the Merger.  The Merger Consideration shall be paid by Canwealth as
follows:


 


(A)       Ten Thousand Dollars ($10,000)
shall be payable upon a Registration Statement on Form S-1 filed by the
Surviving Company being
declared effective by the Securities and Exchange Commission; and


 


(B)       Forty Thousand Dollars ($40,000)
shall be payable upon (i) the filing of a Form 15c2-11 by the Surviving Company
and (ii) the shares of USG1 Stock being actively traded on a stock exchange or quotation
service.


 


(v)           By
virtue of the Merger, (A) the certificate of incorporation of USG1 as in effect
immediately prior to the Effective Time, shall be, at and after the Effective
Time, the certificate of incorporation of the Surviving Company and (B) the
bylaws of USG1 as in effect immediately prior to the Effective Time shall be,
at and after the Effective Time, the bylaws of the Surviving Company.


 


(vi)        From
and after the Effective Time, the Surviving Company shall possess all
properties, rights, privileges, powers and franchises of USG1 and Canwealth and
all of the claims, obligations, liabilities, debts and
duties of USG1 and Canwealth shall become the claims, obligations, liabilities,
debts and duties of the Surviving Company.







 










 








 










 


Section
1.02.          Closing;
Effective Time; Effect.


 


(a)           Unless
this Agreement shall have been terminated and the transactions contemplated
hereby shall have been abandoned pursuant to Section 5.01, and subject to the
satisfaction or waiver of the conditions set forth in Article IV hereof, the
closing of the Merger (the “Closing”) shall take place on a date and at
a time to be specified by the parties, which shall be no later than the fifth
business day after satisfaction (or waiver in accordance with this Agreement)
of all the conditions set forth in Article IV, at the offices of Canwealth,
unless another date, time or place is agreed to by the parties. The date on
which the Closing occurs is herein referred to as the “Closing Date”.  The
time when the Merger shall become effective is herein referred to as the “Effective
Time”. 


 


(b)           Subject
to the terms and conditions hereof, concurrently with the Closing, the parties
shall cause the Merger to be consummated by filing with the Secretary of State
of the State of Delaware a certificate of merger for the Merger (the “Certificate
of Merger”) executed in accordance with the relevant provisions of the DGCL
and shall make all other filings or recordings required under the DGCL in order
to effect the Merger.  The Merger shall become effective immediately
upon the filing of the Certificate of Merger or at such time thereafter as is
provided in the Certificate of Merger.


 


Section 
1.03           Dissenting Shares.  Notwithstanding any other provisions of
this Agreement to the contrary, the shares of USG1 Stock which are outstanding
immediately prior to the Effective Time and which are held by USG1 Stockholders
who shall have not executed and delivered the Written Consent and who shall
have demanded properly in writing appraisal for such shares (collectively, the
“Dissenting Shares”) in accordance with Section 262 of the DGCL (each a
“Dissenting Stockholder” and collectively, the “Dissenting
Stockholders”) shall not be converted into or represent the right to
receive any portion of the Merger Consideration.  Instead, such Dissenting
Stockholders shall be entitled to receive payment of the value of such shares
of USG1 Stock held by them as shall be determined in accordance with the provisions
of such Section 262 of the DGCL (the “Dissenting Consideration”), and at
the Effective Time such Dissenting Shares shall no longer be outstanding and
shall cease to have any rights with respect thereto, except the right to
receive such Dissenting Consideration.  Notwithstanding anything in the
foregoing to the contrary, all Dissenting Shares held by USG1 Stockholders who
shall have failed to perfect or shall have effectively withdrawn or lost their
rights to appraisal of such Shares in accordance with the provisions of Section
262 of the DGCL shall thereupon be deemed to have been converted into and to
have become exchangeable, as of the Effective Time, for the right to receive
their respective portion of the Merger Consideration to the extent provided for
herein, and such shares shall not be deemed to be Dissenting Shares.  USG1
shall give Canwealth prompt written notice of any demands for the exercise of
dissenters or appraisal rights, withdrawals of demands for the exercise of
dissenters or appraisal rights and any other written communications delivered
to, or by, or on behalf of, USG1 pursuant to or in connection with Section 262
of the DGCL.  


 









 










 








 








Section 1.04.          Tax-Free
Merger.  The
Merger is intended to be a reorganization within the meaning of Section 368(a)
of the Code and this Agreement is intended to be a “plan of reorganization”
within the meaning of the regulations promulgated under Section 368(a) of the
Code and for the purpose of qualifying the Merger as a tax-free transaction for
federal income tax purposes.  The parties agree to report the Merger
as a tax-free reorganization under the provisions of Section
368(a).  None of the parties will take or cause to be taken any
action which would prevent the transactions contemplated by this Agreement from
qualifying as a reorganization under Section 368(a).


 


Section
1.05.          USG1 Board of
Directors. 
At the Effective Time, the existing directors serving on the USG1 Board of
Directors shall each resign and Garth McIntosh shall be elected as the sole
director of USG1.


 


ARTICLE II


REPRESENTATIONS AND WARRANTIES


 


Section
2.01.          Definitions.  For
purposes of this Agreement, the following definitions shall apply:


 


(a)           As
used in this Agreement, a “Material Adverse Effect” shall mean, with
respect to a party, any occurrence, state of facts, change, event, effect or
circumstances that, individually or in the aggregate, has or would reasonably
be expected to have, a materially adverse effect on the business, operations,
assets, condition (financial or otherwise), liabilities or results of
operations of such party and its subsidiaries, taken as a whole, other than any
occurrence, state of facts, change, event, effect or circumstances to the
extent resulting from: (i) political instability, acts of terrorism or war,
changes in national, international or world affairs, or other calamity or
crisis, including without limitation as a result of changes in the
international or domestic markets, so long as such party is not disproportionately
affected thereby, (ii) any change affecting the United States economy generally
or the economy of any region in which such party conducts business that is
material to the business of such party, so long as such party is not
disproportionately affected thereby, (iii) the announcement of the execution of
this Agreement, or the pendency of the consummation of the Merger, (iv) any
change in United States generally accepted accounting principles (“GAAP”)
or interpretation thereof after the date hereof or (v) the execution and
performance of or compliance with this Agreement.


 


(b)           As
used in this Agreement, “knowledge,” when used with respect to USG1,
shall mean the actual knowledge, after reasonable inquiry of the matters
presented (with reference to what is customary and prudent for the applicable
individuals in connection with the discharge by the applicable individuals of
their duties as officers or directors of USG1), of the executive officers and
directors of USG1, and, when used with respect to Canwealth shall mean the
knowledge, after reasonable inquiry of the matters presented (with reference to
what is customary and prudent for the applicable individuals in connection with
the discharge by the applicable individuals of their duties as officers or
directors of Canwealth), of the executive officers and directors of Canwealth.


 


Section
2.02.          Representations
and Warranties of USG1.









 










 








 








 


Subject to the exceptions set forth in
the disclosure schedule to be delivered by USG1 to Canwealth in connection
herewith (the “USG1 Disclosure Schedule”), USG1 represents and warrants
to Canwealth as follows.


 


(a)        Organization.  USG1
is a corporation duly incorporated, validly existing, and in good standing
under the laws of Delaware and has the corporate power and is duly authorized
under all applicable laws, regulations, ordinances, and orders of public
authorities to carry on its business in all material respects as it is now
being conducted.  Complete and correct copies of the certificate of
incorporation and bylaws of USG1 as in effect on the date hereof have been
provided to Canwealth. The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will not, violate
any provision of USG1’s certificate of incorporation or bylaws.  USG1
has taken all action required by law, its certificate of incorporation, its bylaws,
or otherwise to authorize the execution and delivery of this Agreement, and USG1
has full power, authority, and legal right and has taken all action required by
law, its certificate of incorporation, bylaws, or otherwise to consummate the
transactions herein contemplated.


 


(b)        Capitalization. 


 


(i)       USG1’s
authorized capitalization consists of (a) 100,000,000 shares of common stock, par
value $0.0001 per share, of which 6,600,000 shares are issued and outstanding,
and (b) 20,000,000 shares of preferred shares, par value $0.0001 per share,
none of which are issued and outstanding.  All issued and outstanding
shares are legally issued, fully paid, and non-assessable and not issued in
violation of the preemptive or other rights of any person. As of the Closing
Date, no shares of USG1’s common stock were reserved for issuance upon the
exercise of outstanding options to purchase the common shares; (iv) no common
shares were reserved for issuance upon the exercise of outstanding warrants to
purchase USG1 common shares; (v) no shares of preferred stock were reserved for
issuance to any party; and (vi) no common shares were reserved for issuance
upon the conversion of USG1 preferred stock or any outstanding convertible
notes, debentures or securities.  All outstanding USG1 common shares
have been issued and granted in compliance with (i) all applicable securities
laws and (in all material respects) other applicable laws and regulations, and
(ii) all requirements set forth in any applicable Contracts.


 


(ii)       There
are no equity securities, partnership interests or similar ownership interests
of any class of any equity security of USG1, or any securities exchangeable or
convertible into or exercisable for such equity securities, partnership
interests or similar ownership interests, issued, reserved for issuance or
outstanding.   Except as contemplated by this Agreement or as set
forth in Schedule 2.02(b), there are no subscriptions, options,
warrants, equity securities, partnership interests or similar ownership
interests, calls, rights (including preemptive rights), commitments or
agreements of any character to which USG1 is a party or by which it is bound
obligating USG1 to issue, deliver or sell, or cause to be issued, delivered or
sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,
redemption or acquisition of, any shares of capital stock, partnership
interests or similar ownership interests of USG1 or obligating USG1 to grant,
extend, accelerate the vesting of or enter into any such subscription,
option, warrant, equity security, call, right, commitment or
agreement.  There is no plan or arrangement to issue USG1 common
shares or preferred stock except as set forth in this Agreement.  Except as set
forth in Schedule 2.02(b) hereto, there are no registration rights, and
there is no voting trust, proxy, rights plan, anti-takeover plan or other
agreement or understanding to which USG1 is a party or by which it is bound
with respect to any equity security of any class of USG1, and there are no
agreements to which USG1 is a party, or which USG1 has knowledge of, which
conflict with this Agreement or the transactions contemplated herein or
otherwise prohibit the consummation of the transactions contemplated hereunder.







 










 








 










 


(c) Subsidiaries and Predecessor Corporations.  USG1
does not have any predecessor corporation(s), no subsidiaries, and does not
own, beneficially or of record, any shares of any other corporation.


 


(d) Financial Statements. 


 


(i) Incorporated in the Annual Report of USG1 for the fiscal
year ended December 31, 2011, as filed with the Securities and Exchange
Commission and posted on EDGAR, are the audited balance sheets of USG1 as of
December 31, 2011 and the related audited statements of operations,
stockholders’ equity and cash flows for December 31, 2011 together with the
notes to such statements and the report of KCCW Accountancy Corp., independent
certified public accountants, with respect thereto;


 


(ii) All such financial statements have been prepared in
accordance with GAAP consistently applied throughout the periods involved. The USG1
balance sheets are true and accurate and present fairly as of their respective
dates the financial condition of USG1.  As of the date of such
balance sheets, except as and to the extent reflected or reserved against
therein, USG1 had no liabilities or obligations (absolute or contingent) which
should be reflected in the balance sheets or the notes thereto prepared in
accordance with generally accepted accounting principles, and all assets
reflected therein are properly reported and present fairly the value of the
assets of USG1, in accordance with generally accepted accounting principles.
The statements of operations, stockholders’ equity and cash flows reflect
fairly the information required to be set forth therein by generally accepted
accounting principles;


 


(iii) USG1 has no liabilities with respect to the
payment of any federal, state, county, local or other taxes (including any
deficiencies, interest or penalties), except for taxes accrued but not yet due
and payable;


 


(iv) USG1 has timely filed all state, federal or local income
and/or franchise tax returns required to be filed by it from inception to the
date hereof.  Each of such income tax returns reflects the taxes due
for the period covered thereby, except for amounts which, in the aggregate, are
immaterial;


 


(v) The books and records, financial and otherwise, of USG1 are
in all material aspects complete and correct and have been maintained in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved; and


 









 










 








 








(vi) All of USG1’s assets are
reflected on its financial statements, and, except as set forth in the USG1
Schedules or the financial statements of USG1 or the notes thereto, USG1 has no
material liabilities, direct or indirect, matured or unmatured, contingent or
otherwise.


 


(e)        Information.  The
information concerning USG1 set forth in this Agreement and the USG1 Schedules
is complete and accurate in all material respects and does not contain any
untrue statements of a material fact or omit to state a material fact required
to make the statements made, in light of the circumstances under which they
were made, not misleading.  


 


(f) Options or Warrants.  There are no
existing options, warrants, calls, or commitments of any character relating to
the authorized and unissued stock of USG1.


 


(g) Absence of Certain Changes or Events.  Since
the date of the most recent USG1 balance sheet:


 


(i) there has not been (i) any material adverse change in the
business, operations, properties, assets or condition of USG1 or (ii) any
damage, destruction or loss to USG1 (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets
or condition of USG1;


 


(ii) USG1 has not (i) amended its certificate of incorporation
or bylaws except as required by this Agreement; (ii) declared or made, or
agreed to declare or make any payment of dividends or distributions of any
assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are outside of the ordinary course of business
or material considering the business of USG1; (iv) made any material change in
its method of management, operation, or accounting; (v) entered into any
transactions or agreements other than in the ordinary course of business; (vi)
made any accrual or arrangement for or payment of bonuses or special
compensation of any kind or any severance or  termination pay to any
present or former officer or employee; (vii) increased the rate of compensation
payable or to become payable by it to any of its officers or directors or any
of its salaried employees whose monthly compensation exceed $1,000;
or  (viii) made any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement, made to, for or with its officers, directors, or
employees;


 


(iii) USG1 has not (i) granted or agreed to grant
any options, warrants, or other rights for its stock, bonds, or other corporate
securities calling for the issuance thereof; (ii) borrowed or agreed to borrow
any funds or incurred, or become subject to, any material obligation or
liability (absolute or contingent) except liabilities incurred in the ordinary
course of business; (iii) paid or agreed to pay any material obligations or
liabilities (absolute or contingent) other than current liabilities reflected
in or shown on the most recent USG1 balance sheet and current liabilities
incurred since that date in the ordinary course of business and professional
and other fees and expenses in connection with the preparation of this
Agreement and the consummation of the transaction contemplated hereby; (iv)
sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties, or rights not used or useful
in its business which, in the aggregate have a value of less than $1,000), or
canceled, or agreed to cancel, any debts or claims
(except debts or claims which in the aggregate are of a value less than
$1,000); (v) made or permitted any amendment or termination of any contract,
agreement, or license to which it is a party if such amendment or termination
is material, considering the business of USG1; or (vi) issued, delivered or
agreed to issue or deliver, any stock, bonds or other corporate securities
including debentures (whether authorized and unissued or held as treasury
stock), except in connection with this Agreement; and







 










 








 










 


(iv) to its knowledge, USG1 has not become subject to any law or
regulation which materially and adversely affects, or in the future, may
adversely affect, the business, operations, properties, assets or condition of USG1.


 


(h) Litigation and Proceedings.  There are no
actions, suits, proceedings or investigations pending or, to the knowledge of USG1
after reasonable investigation, threatened by or against USG1 or affecting USG1
or its properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of any
kind except as disclosed in Schedule 2.02(h).  USG1 has no
knowledge of any default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator, or
governmental agency or instrumentality or any circumstance which after
reasonable investigation would result in the discovery of such default.


 


(i) Contracts. 


 


(i) USG1 is not a party to, and its assets, products,
technology and properties are not bound by, any contract, franchise, license
agreement, agreement, debt instrument or other commitments whether such
agreement is in writing or oral;


 


(ii) USG1 is not a party to or bound by, and the properties of USG1
are not subject to any contract, agreement, other commitment or instrument; any
charter or other corporate restriction; or any judgment, order, writ,
injunction, decree, or award; and


 


(iii) USG1 is not a party to any oral or written
(i) contract for the employment of any officer or employee; (ii) profit
sharing, bonus, deferred compensation, stock option, severance pay, pension
benefit or retirement plan, (iii) agreement, contract, or indenture relating to
the borrowing of money, (iv) guaranty of any obligation, (vi) collective
bargaining agreement; or (vii) agreement with any present or former officer or
director of USG1.


 


(j) No Conflict With Other Instruments.  The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify
the terms of, any indenture, mortgage, deed of trust, or other material
agreement or instrument to which USG1 is a party or to which any of its assets,
properties or operations are subject.


 


(k) Compliance With Laws and Regulations.  To
the best of its knowledge, USG1 has complied with all applicable statutes and
regulations of any federal, state, or other applicable governmental entity or
agency thereof.  This compliance includes, but is not limited to, the
filing of all reports to date with federal and state securities authorities.









 










 








 








 


(l) Approval of Agreement.  The Board of
Directors of USG1 and a sufficient number of USG1 Stockholders to constitute
the Required Stockholder Approval approved this Agreement and the transactions
contemplated hereby.


 


(m)       Material Transactions or
Affiliations.  Except as disclosed herein and in the USG1
Schedules, there exists no contract, agreement or arrangement between USG1 and
any predecessor and any person who was at the time of such contract, agreement
or arrangement an officer, director, or person owning of record or known by USG1
to own beneficially, 5% or more of the issued and outstanding common shares of USG1
and which is to be performed in whole or in part after the date hereof or was
entered into not more than three years prior to the date
hereof.  Neither any officer, director, nor 5% USG1 Stockholder has,
or has had since inception of USG1, any known interest, direct or indirect, in
any such transaction with USG1 which was material to the business of USG1.  USG1
has no commitment, whether written or oral, to lend any funds to, borrow any
money from, or enter into any other transaction with, any such affiliated
person.


 


(n) Bank Accounts; Power of Attorney.  Set
forth in Schedule 2.02(n) is a true and complete list of (i) all
accounts with banks, money market mutual funds or securities or other financial
institutions maintained by USG1 within the past twelve (12) months, the account
numbers thereof, and all persons authorized to sign or act on behalf of USG1,
(ii) all safe deposit boxes and other similar custodial arrangements maintained
by USG1 within the past twelve (12) months, (iii) the check ledger for the last
12 months, and (iv) the names of all persons holding powers of attorney from USG1
or who are otherwise authorized to act on behalf of USG1 with respect to any
matter, other than its officers and directors, and a summary of the terms of
such powers or authorizations.


 


(o) Valid Obligation.  This Agreement and all agreements
and other documents executed by USG1 in connection herewith constitute the
valid and binding obligation of USG1, enforceable in accordance with its or
their terms, except as may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore
may be brought.


 


(p) SEC Filings; Financial Statements.  


 


(i)  USG1 has made available to Canwealth
a correct and complete copy, or there has been available on EDGAR, copies of
each report, registration statement and definitive proxy statement filed by USG1
with the SEC for the 36 months prior to the date of this Agreement (the “USG1
SEC Reports”), which, to USG1’s knowledge, are all the forms, reports and
documents filed by USG1 with the SEC for the 36 months or applicable period
prior to the date of this Agreement. As of their respective dates, to USG1’s
knowledge, the USG1 SEC Reports: (i) were prepared in accordance and complied
in all material respects with the requirements of the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as the case may be, and the rules and regulations of the SEC
thereunder applicable to such USG1 SEC Reports, and (ii) did not at the time
they were filed (and if amended or superseded by a
filing prior to the date of this Agreement then on the date of such filing and
as so amended or superseded) contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.







 










 








 










 


(ii)  Each set of financial
statements (including, in each case, any related notes thereto) contained in
the USG1 SEC Reports comply as to form in all material respects with the
published rules and regulations of the SEC with respect thereto, were prepared
in accordance with U.S. GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited statements, containing footnotes as permitted by rules
promulgated under the Exchange Act) and each fairly presents in all material
respects the financial position of USG1 at the respective dates thereof and the
results of its operations and cash flows for the periods indicated, except that
the unaudited interim financial statements were or are subject to normal
adjustments which were not or are not expected to have a Material Adverse
Effect on USG1 taken as a whole.


 


(q) Exchange Act Compliance.  USG1 is in
compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the common shares have been registered
under Section 12(g) of the Exchange Act, and USG1 is in compliance with all of
the requirements under, and imposed by, Section 12(g) of the Exchange Act,
except where a failure to so comply is not reasonably likely to have a Material
Adverse Effect on USG1.


 


(r) Title to Property.  USG1 does not own or
lease any real property or personal property.  There are no options
or other contracts under which USG1 has a right or obligation to acquire or
lease any interest in real property or personal property.


 


(s)    Intellectual
Property.  USG1 does not own, license or otherwise have any
right, title or interest in any intellectual property.


 


Section
2.03.          Representations
and Warranties of Canwealth.


 


Subject to the exceptions set forth in
the disclosure letter to be delivered to USG1 in connection herewith (the “Canwealth
Disclosure Schedule”), Canwealth represents and war­rants to USG1 as
follows:


 


(a)        Organization.  Canwealth
is a corporation duly incorporated, validly existing, and in good standing
under the laws of Delaware and has the corporate power and is duly authorized
under all applicable laws, regulations, ordinances, and orders of public
authorities to carry on its business in all material respects as it is now
being conducted.   The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of Canwealth’s certificate of incorporation or bylaws.  Canwealth
has taken all action required by law, its certificate of incorporation, its bylaws,
or otherwise to authorize the execution and delivery of this Agreement, and Canwealth
has full power, authority, and legal right and has taken all action required by
law, its certificate of incorporation, bylaws, or otherwise to consummate the
transactions herein contemplated.


 









 










 








 








(b)        Capitalization. 


 


(i)       Canwealth’s
authorized capitalization consists of 1,000 shares of common stock, par value $0.01
per share, of which 100 shares are issued and outstanding.  All
issued and outstanding shares are legally issued, fully paid, and
non-assessable and not issued in violation of the preemptive or other rights of
any person. As of the Closing Date, no shares of Canwealth’s common stock were
reserved for issuance upon the exercise of outstanding options to purchase the
common shares; (iv) no common shares were reserved for issuance upon the
exercise of outstanding warrants to purchase Canwealth common shares; (v) no
shares of preferred stock were reserved for issuance to any party; and (vi) no
common shares were reserved for issuance upon the conversion of any outstanding
convertible notes, debentures or securities.  All outstanding Canwealth
common shares have been issued and granted in compliance with (i) all
applicable securities laws and (in all material respects) other applicable laws
and regulations, and (ii) all requirements set forth in any applicable
Contracts.


 


(ii)       There
are no equity securities, partnership interests or similar ownership interests
of any class of any equity security of Canwealth, or any securities
exchangeable or convertible into or exercisable for such equity securities,
partnership interests or similar ownership interests, issued, reserved for
issuance or outstanding.   Except as contemplated by this
Agreement or as set forth in Schedule 2.02(b), there are no
subscriptions, options, warrants, equity securities, partnership interests or
similar ownership interests, calls, rights (including preemptive rights),
commitments or agreements of any character to which Canwealth is a party or by
which it is bound obligating Canwealth to issue, deliver or sell, or cause to
be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or
cause the repurchase, redemption or acquisition of, any shares of capital
stock, partnership interests or similar ownership interests of Canwealth or
obligating Canwealth to grant, extend, accelerate the vesting of or enter into
any such subscription, option, warrant, equity security, call, right,
commitment or agreement.  There is no plan or arrangement to issue Canwealth
common shares or preferred stock except as set forth in this Agreement.  Except
as contemplated by this Agreement and except as set forth in Schedule 2.03(b)
hereto, there are no registration rights, and there is no voting trust, proxy,
rights plan, anti-takeover plan or other agreement or understanding to which Canwealth
is a party or by which it is bound with respect to any equity security of any
class of Canwealth, and there are no agreements to which Canwealth is a party,
or which Canwealth has knowledge of, which conflict with this Agreement or the
transactions contemplated herein or otherwise prohibit the consummation of the
transactions contemplated hereunder.


 


(c) Litigation and Proceedings.  There are no
actions, suits, proceedings or investigations pending or, to the knowledge of Canwealth
after reasonable investigation, threatened by or against Canwealth or affecting
Canwealth or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind except as disclosed in Schedule 2.03(c).  Canwealth
has no knowledge of any default on its part with respect to any judgment,
order, writ, injunction, decree, award, rule or regulation of any court,
arbitrator, or governmental agency or instrumentality or any circumstance which
after reasonable investigation would result in the discovery of such default.


 









 










 








 








(d) Approval of Agreement.  The
Board of Directors of Canwealth has approved and authorized the execution and
delivery of this Agreement by Canwealth and has approved this Agreement and the
transactions contemplated hereby.


 


(e) Valid Obligation.  This Agreement and all agreements
and other documents executed by Canwealth in connection herewith constitute the
valid and binding obligation of Canwealth, enforceable in accordance with its
or their terms, except as may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally
and subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore
may be brought.


 


ARTICLE III


ADDITIONAL AGREEMENTS


 


Section
3.01.         Legal
Conditions to Merger.  Except as otherwise provided herein, each of USG1
and Canwealth will take all reasonable actions necessary to comply promptly
with all legal requirements that may be imposed on such party with respect to
the Merger and will promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon any of them or any
of their subsidiaries in connection with the Merger.  Each of USG1
and Canwealth will take all actions reasonably necessary to obtain (and will
cooperate with each other in obtaining) any consent, acquiescence,
authorization, order or approval of, or any exemption or non-opposition by, any
Governmental Entity or court required to be obtained or made by USG1 or Canwealth
in connection with the Merger or the taking of any action contemplated thereby
or by this Agreement.


 


Section
3.02.         Public
Announcements and Regulation FD.


 


(a)           USG1
and/or the USG1 Stockholders will not issue any press release or otherwise make
any public statements with respect to the transactions contemplated by this
Agreement without the prior written consent and approval of Canwealth, except
as may be required by SEC rules and regulations, applicable law or by
obligations pursuant to any listing agreement with any national securities
exchange or transaction reporting system (but shall still provide a copy of
such release to Canwealth for its prior written approval).


  


(b)           Any
information concerning USG1 disclosed to Canwealth or its affiliates or
representatives or any information concerning Canwealth or its affiliates or
representatives disclosed to USG1, which has not been publicly disclosed, shall
be kept strictly confidential by the parties hereto and shall not be disclosed
or used by the recipients and until publicly disclosed by the party to which
such information relates; provided, however, that the foregoing
provision shall not prohibit disclosures by any party of information that (i)
was in the possession of a party prior to the date hereof, provided that such
information is not known by such party to be subject to a confidentiality
agreement, (ii) is or becomes generally available to the public other than as a
result of a disclosure by a party in violation of this Section 3.02 or (iii) a
party is required to disclose by law, including in connection with a proceeding
or in connection with the payment of taxes.  Each party hereto hereby
agrees that no public announcements concerning the terms of this Agreement or
the transactions contemplated thereunder shall be made without the mutual consent of the parties, not to be unreasonably
withheld.  Notwithstanding the foregoing, Canwealth shall be entitled
to issue a press release announcing the execution of this Agreement and the
transactions contemplated hereunder once the Closing occurs.







 










 








 










 


(c)           All
parties hereto agree not to, and shall cause each manager, officer, director or
other affiliate not to, use any confidential information to purchase, sell,
make any short sale of, loan, grant any option for the purchase of, or
otherwise transfer or dispose of any shares of Canwealth Stock or USG1 Stock (or
other securities, warrants or other forms of convertible securities outstanding
or other rights to acquire such securities).   All parties
hereto acknowledge that (i) a purpose of this Section 3.02(c) relating to
confidentiality is so that the parties hereto will be in compliance with
Regulation FD promulgated by the SEC, and other applicable securities laws, and
(ii) if any party hereto does not comply with the provisions of this Section
3.02(c), the parties may be deemed by such action to be in violation of such
laws and regulations, which could have a Material Adverse Effect on the
business of the parties.


 


Section 3.03.         Indemnification by the USG1 Stockholders.    


(a)        From and after the Closing Date, the USG1 Stockholders
shall indemnify and hold harmless Canwealth and its officers, directors, stockholders,
affiliates, employees, agents, representatives and successors in interest (“Canwealth
Indemnitees”) from and against, and
reimburse them for, any and all demands, claims, losses, suits, liabilities,
actions or causes of action, assessments, damages, fines, taxes,
penalties, costs and expenses (including reasonable fees and disbursements of
counsel and amounts paid in settlement) (collectively, “Losses”) incurred or suffered by any Canwealth
Indemnitees arising out of, resulting from, or relating to (i) any breach of
the representations, warranties or covenants made by USG1 contained in Sections
2.02(d), 2.02(g), 2.02(p) or 2.02(q), or (ii) the Dissenting Stockholders or
the Dissenting Shares.  


            (b)        Notwithstanding
anything herein to the contrary, the aggregate amount of any cash payments that
shall be payable by the USG1 Stockholders as a result of any claims for
indemnification made hereunder shall be limited to the amount of the Merger
Consideration and any indemnification in excess of the amount of the Merger
Consideration shall be payable in accordance with subsection (d) hereof.


            (c)        In
the event any Canwealth Indemnitee makes an indemnification claim pursuant to
this Section 3.03 at a time that the Merger Consideration has not yet been paid
to the USG1 Stockholders in full, such Canwealth Indemnitee may offset any
Losses arising out of or relating to any indemnity claims pursuant to the terms
and conditions of this Section 3.03 against the then unpaid Merger
Consideration; provided, that, the Canwealth Indemnitees shall not be entitled
to the aforementioned setoff rights unless all or part of the Losses is not
paid within ten (10) days after Canwealth’s delivery of a written notice to the
USG1 Stockholders of its intent to exercise such setoff rights in accordance
with the terms hereof. 


            (d)       In
the event either (i) an indemnification claim is made hereunder at a time when
the Merger Consideration has been paid in full to the USG1 Stockholders or (ii)
an indemnification claim hereunder involves Losses in
excess of the then unpaid Merger Consideration, then the Canwealth
Indemnitee may offset to the extent of the unpaid Merger Consideration, if any,
in accordance with Section 3.03(c) hereof, and the Surviving
Company shall issue the number of shares of USG1 Stock to the Canwealth
Indemnitee having a fair market value equal to the Merger Consideration
shortfall.  In the event such indemnification claim is made at a time when the
shares of USG1 Stock are being actively traded on a stock exchange or quotation
service, then, for the purposes hereof, the shares of USG1 Stock shall have a
value equal to the average opening and closing prices for the five (5) trading
days prior to the date of the indemnification claim.  In the event such
indemnification claim is made at a time when the shares of USG1 Stock are not
being actively traded on a stock exchange or quotation service, then the
Surviving Company shall retain an independent, credible third party appraiser
to assess the value of the shares of USG1 Stock as of the date of the
indemnification claim, which such appraiser’s findings shall be deemed
conclusive for the purposes hereof.







 










 








 










Section
3.04.         Other
Actions.  Except as contemplated by this Agreement, neither Canwealth
nor USG1 shall, and shall not permit any of its subsidiaries to, take or agree
or commit to take any action that is likely to result in any of its respective
representations or warranties hereunder being untrue or in any of the
conditions to the Merger set forth in Article III not being satisfied.


 


ARTICLE IV


CLOSING DOCUMENTS AND CONDITIONS


 


Section
4.01.         Conditions to Each
Party’s Obligations.  The
obligations of each Party to consummate the Merger and other transactions
described herein shall be subject to the satisfaction or waiver (where
permissible), at or prior to the Effective Time, of the following conditions:


 


(a)           Stockholder
Approval. The Written Consent of a sufficient number of USG1 Stockholders to
constitute the Required Stockholder Approval shall have been obtained in
accordance with the DGCL.


 


(b)           Requisite
Regulatory Approvals and Consents. All authorizations, approvals and
permits required to be obtained from or made with any Governmental Entity in
order to consummate the transactions contemplated by this Agreement (the “Requisite
Regulatory Approvals”), and all Consents from third Persons that are
required in connection with the transactions contemplated by this Agreement,
shall have been obtained or made.


 


Section
4.02.         Conditions
to Obligation of Canwealth. The obligations of Canwealth to consummate
the Merger are subject to the satisfaction or waiver (where permissible) of the
following additional conditions:


 


(a)           Representations
and Warranties. Each of the representations and warranties of USG1 set
forth in this Agreement shall be true and correct as of the date of this
Agreement and as of the Effective Time as though made as of the Effective Time,
except (i) to the extent that such representations and warranties refer
specifically to an earlier date, in which case such representations
and warranties shall have been true and correct as of such earlier date, and
(ii) this condition shall be deemed satisfied unless the incorrectness of such
representations and warranties would, in the aggregate, reasonably be expected
to result in a Material Adverse Effect.







 










 








 










 


(b)           Agreements
and Covenants.  USG1 shall have performed in all material
respects all of its obligations and complied with all of its agreements and
covenants to be performed or complied with by them under this Agreement at or
prior to the Effective Time.


 


(c)           Officer
Certificate.  USG1 shall have delivered to Canwealth a
certificate, dated the Closing Date, signed by the chief executive officer or
chief financial officer of USG1, certifying in such capacity as to the
satisfaction of the conditions specified in Sections 4.02(a), 4.02(b) 
and 4.02(e). 


 


(d)           Secretary’s
Certificate. USG1 shall have delivered to Canwealth a true copy of the
resolutions of USG1 authorizing the execution of this Agreement and the
consummation of the Merger and transactions contemplated herein, certified by
the Secretary of USG1 or similar officer.


 


(e)           USG1
Material Adverse Effect.  No USG1 Material Adverse Effect shall
have occurred since the date of this Agreement.


 


(f)           USG1
Financial Statements.  USG1 shall have provided audited and/or
unaudited financial statements of USG1 as may be required for the Super 8-K.


 


Section
4.03.         Conditions
to Obligation of USG1.  The obligations of USG1 to consummate the
Merger are subject to the satisfaction or waiver (where permissible) of the
following additional conditions:


 


(a)           Representations
and Warranties. Each of the representations and warranties of Canwealth set
forth in this Agreement shall be true and correct as of the date of this
Agreement and as of the Effective Time as though made as of the Effective Time,
except (i) to the extent that such representations and warranties refer
specifically to an earlier date, in which case such representations and
warranties shall have been true and correct as of such earlier date, and
(ii) this condition shall be deemed satisfied unless the incorrectness of
such representations and warranties would, in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


(b)           Agreements
and Covenants.  Canwealth shall have performed in all material
respects all of its obligations and complied with all of its agreements and
covenants to be performed or complied with by them under this Agreement at or
prior to the Effective Time.


 


(c)           Officer
Certificate.  Canwealth shall each delivered to USG1 a
certificate, dated the Closing Date, signed by the chief executive officer or
chief financial officer of USG1, certifying in such capacity as to the
satisfaction of the conditions specified in Sections 4.03(a), 4.03(b) 
and 4.03(e). 









 










 








 








 


(d)           Secretary’s
Certificate. Canwealth shall have delivered to USG1 a true copy of the
resolutions of Canwealth authorizing the execution of this Agreement and the
consummation of the Merger and transactions contemplated herein, certified by
the Secretary of Canwealth or similar officer.  


 


(e)           Canwealth
Material Adverse Effect.  No Material Adverse Effect shall have
occurred since the date of this Agreement with respect to Canwealth.


 


ARTICLE V


GENERAL PROVISIONS


 


Section
5.01.         Termination. This
Agreement may be terminated and the Merger may be abandoned at any time prior
to the Effective Time:


 


(a)        by mutual written consent of USG1
and Canwealth, or by mutual action of their respective Boards of Directors;


 


(b)        by either Canwealth or USG1,
if there has been a material violation or breach by the other party of any
covenant, representation or warranty contained in this Agreement, which
violation  or breach (i) would cause the conditions set forth in Article IV not
to be satisfied and (ii) shall not have been waived by the non-breaching party
or cured by the breaching party within thirty (30) days of receipt of written
notice thereof from the non-breaching party, or which by its nature cannot
reasonably be cured prior to December 31, 2012 (the “Outside Date”); or


 


(c)        by either Canwealth or USG1, if
the conditions set forth in Article IV hereof are not each satisfied by the
Outside Date.


 


Section
5.02.         Amendment. This
Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.


 


Section
5.03.         Survival of
Representations, Warranties and Agreements.  All of the representations,
warranties and agreements in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time, for a period of
one year from the Closing Date, except for those related to taxes, which shall
survive as long as the applicable statute of limitations.


 


Section
5.04.         Notices.  Any notice or
communication required or permitted hereunder shall be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given, dated and received when so delivered personally, or, if
mailed, five business days after the date of mailing to the following address,
or to such other address or addresses as such person may subsequently designate
by notice given hereunder:


 


If
to Canwealth:


 


1376 Perrot Blvd. 









 










 








 








Ile
Perrot, Quebec 


Canada J7V 7P2


 


With
a copy to:


 


Westerman
Ball Ederer Miller & Sharfstein, LLP


1201
RXR Plaza


Uniondale,
New York 11556


 


If
to USG1 or the USG1 Stockholders:


 


Kimi
Royer


1126
Madison 9517


Fredericktown,
MO 63645


 


Section
5.05.         Interpretation:  Certain
Definitions. When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement unless otherwise
indicated.  Whenever the word “include,” “includes” or “including” is
used in this Agreement, it shall be deemed to be followed by the words “without
limitation.”  The phrase “made available” in this Agreement shall
mean that the information referred to has been made available if requested by
the party to whom such information is to be made available.  As used
in this Agreement, “affiliate” means, as to the person specified, any person
controlled, controlled by, or under common control with such person, and
“person” means any individual, corporation, general or limited partnership,
limited liability company, joint venture, estate, trust or other entity.


 


Section
5.06.         Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.  Signatures hereto transmitted via email, facsimile or other form
of electronic image shall be deemed original signatures.


 


Section
5.07.         Entire
Agreement; No Third-Party Beneficiaries. This Agreement (together with
any other documents and instruments referred to herein) (a) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereto
and (b) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.


 


Section
5.08.         Governing
Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Delaware, without giving effect to the principles of
conflicts of law thereof.


 


Section
5.09.         Assignment. Neither
this Agreement nor any of the rights, interests or obligations hereun­der shall
be assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties, except that Canwealth may
assign, in its sole discretion, any or all of its
rights, interests and obligations hereunder to any newly formed direct or
indirect wholly ­owned subsidiary of Canwealth.  Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and
assigns.







 










 








 










 


Section
5.10.         No
Remedy in Certain Circumstances. Each party agrees that, should any
court or other competent authority hold any provision of this Agreement or part
hereof to be null, void or unenforce­able, or order any party to take any
action inconsistent herewith or not to take an action consistent herewith or required
hereby, the validity, legality and enforceability of the remaining provisions
and obligations contained or set forth herein shall not in any way be affected
or impaired thereby, unless the foregoing inconsistent action or the failure to
take an action constitutes a material breach of this Agreement or makes the
Agreement impossible to perform in which case this Agreement shall
terminate.  Except as otherwise contemplated by this Agreement, to
the extent that a party hereto took an action inconsistent herewith or failed
to take action consistent herewith or required hereby pursuant to an order or
judgment of a court or other competent authority, such party shall not incur
any liability or obligation unless such party breached its obligations under this
Agreement or did not in good faith seek to resist or object to the imposition
or entering of such order or judgment.


 


Section
5.11.         Enforcement
of the Agreement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States located in the State of New York, this being in addition to any
other remedy to which they are entitled at law or in equity.  In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any federal or state court sitting in New York in the
event any dispute between the parties hereto arises out of this Agreement
solely in connection with such a suit between the parties, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (c) agrees that it will not
bring any action relating to this Agreement in any court other than a Federal
or state court sitting in New York.


 


[Remainder of Page Intentionally
Left Blank; Signature Pages Follow] 


  


 












 










 








 








IN
WITNESS WHEREOF, each of the following has caused this Merger Agreement to be
signed by its respective officers thereunto duly authorized, all as of the date
first written above.


 


                                                                                     


                                                                                    CANWEALTH
MINERALS


CORPORATION


                                                                                     


By: ___/s/_Garth
McIntosh_____________


                                                                                          
Name: Garth McIntosh                            


                                                                                          
Title: President, ICBS, Ltd.


 


 


USG1, INC.


                                                                                     


By: ___/s/_Kimi
Royer_________________


                                                                                          
Name: Kimi Royer


                                                                                          
Title: CEO, USG1, Inc.


 


 


_____/s/_Kimi
Royer__________________


                                                                                    Kimi Royer, as
Stockholder Representative


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









 










 








 








USG1,
Inc.


Schedule A


WRITTEN CONSENT 


OF THE STOCKHOLDERS


 OF USG1, INC. 


WHEREAS,  the undersigned is a stockholder of USG1, Inc., a Delaware corporation (“USG1”); and 


WHEREAS, Canwealth Minerals Corporation (“Canwealth”) is a
Delaware corporation; and 


WHEREAS,  the Board of
Directors of USG1 (the “Board”) has approved the proposed business combination
as set forth in that certain Agreement and Plan of Merger, by and among USG1,
Canwealth and Kimi Royer as Stockholder Representative (the “Merger Agreement”)
and has adopted the Merger Agreement; 


NOW,
THEREFORE, IT IS HEREBY


RESOLVED,  that the
undersigned hereby approves the business combination of USG1 and Canwealth and
the Merger Agreement in all respects. 


RESOLVED,  that the Chief Executive Officer of USG1
(the “CEO”) be and hereby is authorized to execute and deliver the Merger Agreement
and each of the agreements contemplated thereby, each in the form previously
provided to the Board, with such changes or modifications as the CEO shall deem
necessary or desirable.


RESOLVED,  that the CEO be, and hereby is, authorized
and empowered to take any and all such further action, to execute and deliver
any and all such further instruments, documents and certificates, and to pay
such expenses, in the name of and on behalf of USG1, as the CEO may deem
necessary or advisable to effectuate the purposes and intent of the resolutions
hereby adopted, the taking of such actions, the execution and delivery of such
agreements, instruments, documents and certificates and the payment of such
expenses by the CEO to be conclusive evidence of his authorization hereunder
and the approval thereof.


THIS WRITTEN CONSENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS


 


[Remainder of page intentionally left blank; signature
page follows.] 


 


 












 










 








 








[Signature Page to Written Consent of the
Stockholders of USG1, Inc.] 


 


 


 


______________________________________


Name:


Title:


 


Number of shares of USG1 common
stock held: _________


 


Date:
__________________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 









 










 








 








 


	
  USG1, Inc. Capitalization
  Schedule

  
	
  Schedule B

  
	
   

  Authorized:

  
	
  Common Shares

  	
  100,000,000 

  
	
  Preferred Shares

  	
  20,000,000 

  
	
   

  Outstanding Common:

  
	
  Shareholder

  	
  Common Shares

  	
  Percent Owned

  
	
  ICBS, Ltd.

  	
  30,918,462 

  	
  60.90%

  
	
  Kelly Taylor

  	
  8,833,846 

  	
  17.40%

  
	
  Perry Radin

  	
  4,416,923 

  	
  8.70%

  
	
  Kimi Royer

  	
  550,000 

  	
  1.08%

  
	
  Robert Blessing

  	
  550,000 

  	
  1.08%

  
	
  Preston Jones

  	
  550,000 

  	
  1.08%

  
	
  Roger Dredge

  	
  350,000 

  	
  0.69%

  
	
  Trevor Stephens

  	
  350,000 

  	
  0.69%

  
	
  Brian Rietze

  	
  300,000 

  	
  0.59%

  
	
  Ryan Schramm

  	
  300,000 

  	
  0.59%

  
	
  Tiber Creek Corp

  	
  250,000 

  	
  0.49%

  
	
  Jason Cornelius

  	
  250,000 

  	
  0.49%

  
	
  Brenda Sullivan

  	
  250,000 

  	
  0.49%

  
	
  Ron Moss

  	
  150,000 

  	
  0.30%

  
	
  Paul Brown

  	
  150,000 

  	
  0.30%

  
	
  Louis Martone

  	
  150,000 

  	
  0.30%

  
	
  Terrance Frost

  	
  150,000 

  	
  0.30%

  
	
  Jeffery Hilbert

  	
  150,000 

  	
  0.30%

  
	
  Vera Lvovich

  	
  150,000 

  	
  0.30%

  
	
  William Bernard

  	
  150,000 

  	
  0.30%

  
	
  Tino Romagnoli

  	
  150,000 

  	
  0.30%

  
	
  Ramsey Schantz

  	
  150,000 

  	
  0.30%

  
	
  Phil Clodgo

  	
  150,000 

  	
  0.30%

  
	
  Chris Strobel

  	
  100,000 

  	
  0.20%

  
	
  Zach Blessin

  	
  100,000 

  	
  0.20%

  
	
  Justin Blessin

  	
  100,000 

  	
  0.20%

  
	
  Marc Quattrini

  	
  100,000 

  	
  0.20%

  
	
  Bernie Smith

  	
  50,000 

  	
  0.10%

  
	
  Edward Clausin

  	
  50,000 

  	
  0.10%

  
	
  Brian Murphy

  	
  50,000 

  	
  0.10%

  
	
  Cyndi Barnett

  	
  50,000 

  	
  0.10%

  
	
  Daniel Mara

  	
  50,000 

  	
  0.10%

  
	
  Daniel Kay

  	
  50,000 

  	
  0.10%

  
	
  Erica Mattson

  	
  50,000 

  	
  0.10%

  
	
  Joseph Hurley

  	
  50,000 

  	
  0.10%

  
	
  Matthew Hoffman

  	
  50,000 

  	
  0.10%

  
	
  Mike Cocchimiglio

  	
  50,000 

  	
  0.10%

  
	
  Paul Apo

  	
  50,000 

  	
  0.10%

  
	
  Kenneth Wininger

  	
  50,000 

  	
  0.10%

  
	
  Randy Stahla

  	
  50,000 

  	
  0.10%

  
	
  Robert Wall

  	
  50,000 

  	
  0.10%

  
	
  Roy Hubbard

  	
  50,000 

  	
  0.10%

  
	
  Peter Jett

  	
  50,000 

  	
  0.10%

  
	
  Wayne Watson

  	
  50,000 

  	
  0.10%

  
	
  Winston Prince

  	
  50,000 

  	
  0.10%

  
	
  Chris
  Penuel

  	
  50,000 

  	
  0.10%

  
	
  Aninash Mistri

  	
  50,000 

  	
  0.10%

  
	
  Total Outstanding

  	
  50,769,231 

  	
  100%

  
	
   

  Outstanding Preferred:

  	 

	
  Shareholder

  	
  Preferred Shares

  	
  Percent Owned

  	 

	
  None

  	 

	
   

  Options, Warrants, Grants, etc.

  	 

	
  Shareholder

  	
  Type

  	
  Percent Owned

  	 

	
  None

  	 

	 	 	 	 	 	 	 











 










 








 








USG1, Inc.


Disclosure Schedule


 


Exception to Sec. 2.02(d)(iv): Timely filing of all
franchise taxes




When our corporation was formed in February 2010 with the help outside counsel,
we believed that the franchise taxes for 2010 with the State of Delaware had been paid at that time.  We were unaware that the 2010 franchise taxes had not
been paid.  When we went to file our 2011 franchise taxes online, we were
closed out from making the online filing.  We contacted the Delaware Division
of Corporations it was discovered that 2010 franchise taxes had not been paid. 
They likely contacted our Delaware registered agent Inc. Plan of Wilmington, DE
but we did not know that we were delinquent.  We were able to remedy the
situation later by filing the past due 2010 and 2011 franchise taxes with at
the same time and paid a penalty and interest for being delinquent.


All franchise taxes have been paid, and the exception is
that they were not timely filed as discussed in Sec. 2.02(d)(iv). 


All other required regulatory and tax filings have been made
timely to our best knowledge.


 


Schedule 2.02(b) – Subscriptions, Warrants, etc.


None


 


Schedule 2.02(h) – Litigation


None


             


 


 


 


 


 


 


 


 


 


 


 









 










 








 








 


	
  USG1, Inc.

  
	
  Schedule 2.02(n)

  
	
   

   

  Bank Accounts, Money Market Accounts,
  Securities:

  
	
   

  Bank Accounts:

  
	
  Bank:

  	
  Sun Security Bank

  	
  (Bank was closed by FDIC)

  
	
  Account #:

  	
  527380801

  
	
  Authorized Signers:

  	
  Kimi Royer

  
	
   

  Bank:

  	
   

  Great Southern Bank

  	
   

  (Assumed our bank account in FDIC closing)

  
	
  Account #:

  	
  527380801

  
	
  Authorized Signers:

  	
  Kimi Royer

  
	
   

  Power of Attorney: 

  
	
  - None

  
	
   

  Individuals Who are Authorized to Act on
  Behalf of USG1 (other than Officers and Directors): 

  
	
  - None

  
	
   

  Disbursements For Last 12 Months:

  
	
  Type

  	
  Date

  	
  Payee

  	
  Account

  	
  Amount

  
	
  Check

  	
  08/10/2011

  	
  Kimi Royer

  	
  64900 · Office Supplies

  	
  -201.84

  
	
  Fee

  	
  08/23/2011

  	
  Sun Security Bank

  	
  60400 · Bank Service Charges

  	
  -19.50

  
	
  Wire

  	
  12/09/2011

  	
  KCCW Accountancy

  	
  66700 · Professional Fees

  	
  -4,000.00

  
	
  Fee

  	
  12/09/2011

  	
  Great Southern Bank

  	
  60400 · Bank Service Charges

  	
  -20.00

  
	
  Fee

  	
  12/12/2011

  	
  Great Southern Bank

  	
  60400 · Bank Service Charges

  	
  -20.00

  
	
  Check

  	
  03/28/2012

  	
  KCCW Accountancy

  	
  66700 · Professional Fees

  	
  -2,500.00

  
	
  Check

  	
  07/24/2012

  	
  State of Delaware

  	
  60600 · Business Taxes and Licenses

  	
  -1,207.50

  
	
  Check

  	
  07/30/2012

  	
  BCL Technologies

  	
  66700 · Professional Fees

  	
  -1,000.00

  
	 	 	 	 	 	 	 	 	 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









 










 








 








Canwealth Minerals Corporation


Disclosure
Schedule


 


 


Schedule
2.03(b) – Subscriptions, Warrants, etc.


 


None


 


 


Schedule
2.03(c) – Litigation


 


None