Company assessed value pre-merger
The company was just assessed this week pre-merger as 10 cents per share. We have all seen stock prices crash but based on a handful of shares dropped on the market. This is not different. The price fell and is not trading way,way below its value pre-merger, now with the new merger we are probably at 50 cents.
There is a big run coming folks.
The Plan of Merger
On May 10, 2010, Global Earth Energy, Inc., a Nevada corporation(“Global Earth” or the “registrant”), Global Earth Energy AcquisitionCompany, a Wyoming corporation (the “Subsidiary”), 688239 B.C. Ltd., aBritish Columbia corporation (“688239 B.C.”), and Melvin K. Dick (the“688239 B.C. Stockholder”) executed and closed a Plan and Agreement ofTriangular Merger (the “Plan of Merger”), whereby 688239 B.C. mergedinto the Subsidiary, a wholly-owned subsidiary of the registrant (the“Merger”). As a result of the Merger, the 688239 B.C. Stockholderreceived shares of the common stock of the registrant, par value
.10per share (the “Global Earth Common Stock”) in exchange for all of hisshares of the common stock of 688239 B.C., without par value per share(the “688239 B.C. Common Stock”). The basic terms of the Plan of Mergerare as follows:
1.
Plan Adopted. A plan of merger whereby 688239 B.C. merges with and into theSubsidiary (this “Plan of Merger”), pursuant to the provisions of lawsof the Province of British Columbia and the State of Wyoming and Section368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, isadopted as follows:
(a)
688239 B.C. shall be merged with and into the Subsidiary, to exist andbe governed by the laws of the State of Wyoming.
(b)
The Subsidiary shall be the surviving corporation (the “SurvivingCorporation”) and its name shall be changed to RCI Solar, Inc. TheSurviving Corporation will continue to be a wholly-owned subsidiary ofGlobal Earth.
(c)
When this Plan of Merger shall become effective, the separate existenceof 688239 B.C. shall cease and the Surviving Corporation shall succeed,without other transfer, to all the rights and properties of 688239 B.C.and shall be subject to all the debts and liabilities of suchcorporation in the same manner as if the Surviving Corporation haditself incurred them. All rights of creditors and all liens upon theproperty of each constituent entity shall be preserved unimpaired,limited in lien to the property affected by such liens immediately priorto the Merger.
(d)
The Surviving Corporation will be responsible for the payment of allfees and franchise taxes of the constituent entities payable to theState of Wyoming and the Province of British Columbia, if any.
(e)
The Surviving Corporation will carry on business withthe assets of 688239 B.C., as well as the assets of the Subsidiary.
(f)
The Surviving Corporation will be responsible for the payment of thefair value of shares, if any, required under the laws of the Province ofBritish Columbia.
(g)
The 688239 B.C. Stockholder will surrender all of his shares of the688239 B.C. Common Stock in the manner hereinafter set forth.
(h)
In exchange for the shares of the 688239 B.C. Common Stock surrenderedby the 688239 B.C. Stockholder, Global Earth will issue and transfer tohim on the basis hereinafter set forth, shares of the Global EarthCommon Stock.
(i)
A copy of this Plan of Merger will be furnished by the SurvivingCorporation, on request and without cost, to any stockholder of anyconstituent corporation.