EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
BY AND AMONG
WYOMING OIL & MINERALS, INC.,
BESTIP DEVELOPMENT INTERNATIONAL LIMITED,
AND
THE SHAREHOLDERS OF BESTIP DEVELOPMENT INTERNATIONAL LIMITED
MAY 2, 2005
SECURITIES PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") is entered into on May 2, 2005 by and among: (i) WYOMING OIL &
MINERALS, INC., a Wyoming corporation ("WYOI"); (ii) BESTIP DEVELOPMENT
INTERNATIONAL LIMITED, an International Business Company organized under the
laws of the British Virgin Islands (the "Company"); and (iii) all the
shareholders of the Company who have executed this Agreement on the signature
page attached hereto as Exhibit A (the "Company Shareholders").
R E C I T A L S
A.
The Company has authorized capital consisting of 50,000 ordinary
shares of capital stock, par value US$1.00 each (the "Ordinary Shares"), of
which 100 Ordinary Shares are issued and outstanding as of the date of this
Agreement (the "Company Shares").
B.
WYOI has authorized capital stock consisting of 50,000,000 shares
of common stock ("WYOI Common Stock"), $.01 par value, of which 1,430,067 shares
of WYOI Common Stock are issued and outstanding as of the date of this
Agreement, and 2,000,000 shares of preferred stock ("WYOI Preferred Stock"), no
par value, of which no shares of WYOI Preferred Stock are issued and outstanding
as of the date of this Agreement.
C.
The Company Shareholders wish to sell, and WYOI wishes to acquire,
all of the issued and outstanding Company Shares in exchange for WYOI's issuance
of a total of 28,000,000 shares of WYOI Common Stock ("WYOI Shares") to the
Company Shareholders, such that the Company Shareholders shall own 95.1% of the
issued and outstanding share capital of WYOI on a fully diluted basis, as of the
Closing (as defined below), subject to and upon the terms and conditions
hereinafter set forth (the "Reorganization").
A G R E E M E N T
ARTICLE 1
SECURITIES PURCHASE AND REORGANIZATION
It is agreed as follows:
1.1
Incorporation of Recitals. The provisions and recitals set
forth above are hereby referred to and incorporated herein and made a part of
this Agreement by reference.
1.2
Agreement to Exchange Securities. Subject to the terms and upon
the conditions set forth herein, each Company Shareholder agrees to sell,
assign, transfer and deliver to WYOI, and WYOI agrees to purchase from each
Company Shareholder, at the Closing, all of the Company Shares owned by the
respective Company Shareholder, in exchange for the issuance by WYOI to each
such Company Shareholder a pro rata share of the WYOI Shares. Each Company
Shareholder's pro rata share of the WYOI Shares shall be determined by
multiplying the total number of the WYOI Shares (i.e., 28,000,000 shares of WYOI
Common Stock) by a fraction, the numerator of which is the total number of
Company Shares owned by the Company
1
Shareholder at the Closing and the denominator of which is the total number of
Company Shares issued and