Information Statement

Pursuant to Section 14c of the Securities Exchange Act of 1934

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þ		Preliminary Information Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2))
o		Definitive Information Statement   SUNSHINE BIOPHARMA, INC. (Name of Registrant as Specified In Its Charter
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PRELIMINARY COPY

Sunshine Biopharma, Inc.

469 Jean-Talon West

3 rd Floor

Montreal, Quebec, Canada H3N 1R4

  (514) 764-9698

 
 

INFORMATION STATEMENT

Pursuant to Regulation 14C

Promulgated Under

the Securities Exchange Act of 1934, as amended

This Information Statement, which is being mailed on or about September __, 2013, to holders of record on September 11, 2013 of shares of the common stock, par value $.001 per share (the "Common Stock"), of Sunshine Biopharma, Inc., a Colorado corporation (“we,” “us,” “our,” the "Company" and/or "SUNSHINE-Colorado") and is being furnished pursuant to the requirements of Regulation 14C under the Securities Exchange Act of 1934, as amended.

On September 11, 2013, our Board of Directors and the holders of a majority of our voting securities executed and delivered to us Written Consents to Corporate Action (the “Written Consents”) whereby they approved the reincorporation of the Company from Colorado to Delaware and simultaneous therewith, the continuance of the surviving Delaware corporation under the federal laws of Canada (the “Reincorporation”).  The Reincorporation will be accomplished by merging the Company with and into a to-be-formed, wholly-owned Delaware subsidiary, Sunshine Biopharma Inc. (“SUNSHINE-Delaware”).  Upon the effectiveness of the aforesaid transaction, SUNSHINE-Delaware shall cause to be filed a Certificate of Transfer with the Delaware Secretary of State and Articles of Continuance with the Director under the Canada Business Corporations Act (the “Canadian BCA”) moving our jurisdiction to Canada and terminating the status of SUNSHINE-Delaware.  The surviving entity in Canada is hereinafter referred to as “SUNSHINE-Canada.”  Among other matters, the Articles of Continuance for SUNSHINE-Canada will provide for an unlimited number of authorized shares of Common Stock without par value.  The Articles of Incorporation of SUNSHINE-Colorado, as amended, currently provides for authorization of 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

Such approval by our Board of Directors and by the holders of a majority of the issued and outstanding voting securities is adequate under Colorado law to implement such Reincorporation.

As a result, this Information Statement is being provided for informational purposes only.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of Common Stock as of the date of this Information Statement, by (i) each person known to us to own more than 5% of our outstanding Common Stock as of the date of this Information Statement, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group.  Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power.  As of September 11, 2013, there were 56,439,061   shares of our Common Stock issued and outstanding.  Each share of Common Stock entitles its holder to one vote.

__	_____________________

*	Less than 1%

(1)	Officer and Director of our Company.

(2)	Includes 31,517,694 shares held in the name of Advanomics Corporation.  Dr. Slilaty is an officer, director and principal shareholder of Advanomics Corporation and as a result, controls the disposition of these shares.

 

ISSUE ONE

CHANGE IN CORPORATE DOMICILE

We propose to change our jurisdiction of incorporation from Colorado to Canada (the “Reincorporation”).  For the reasons set forth below, the Board of Directors believe that the Company’s best interest will be served by the Reincorporation.  Such Reincorporation will be accomplished by merging our Company with and into a to-be-formed wholly-owned Delaware subsidiary, SUNSHINE-Delaware, then filing of a Certificate of Transfer in Delaware and Articles of Continuance in Canada.  The proposal to change our jurisdiction of incorporation does not give our shareholders dissenters’ or appraisal rights under either Delaware or Colorado law.

We are now headquartered in Canada and have no operations in Colorado or Delaware.  Our management is currently considering the strategic acquisition of several privately held Canadian corporations through the exchange of shares.  These proposed acquisitions are currently just conceptual in nature and would be subject to due diligence investigations and the negotiation of mutually agreeable terms and conditions.  While there are no assurances that any such transaction will occur, our Board of Directors has been advised that significant negative tax consequences to the holders exchanging shares of targeted companies could arise if we maintain our domicile in the State of Colorado or Delaware rather than Canada.  Our Board also believes that Reincorporation is consistent with our philosophy of maintaining a positive corporate presence in Canada.  The Reincorporation will not result in any change in our business, management, location of our principal executive offices, assets, liabilities or net worth.

To affect our Reincorporation in Canada, SUNSHINE-Delaware will be incorporated under the laws of Delaware for the sole purpose of merging with us.  It will have no material assets and/or liabilities and will not have been engaged in any business prior to the merger.  SUNSHINE-Delaware will then be merged with the Company pursuant to a Plan and Agreement of Merger by and between the Company and SUNSHINE-Delaware (“Plan and Agreement of Merger”).  A copy of this Plan and Agreement of Merger is attached hereto as Exhibit A. This step in the process is necessary in order to allow us to take advantage of a provision in Delaware law allowing a Delaware corporation to voluntarily file a Certificate of Transfer with the Delaware Secretary of State to undertake a transfer of jurisdiction from Delaware to a foreign jurisdiction.  Colorado law has no such provision.  If we elected to reincorporate directly from Colorado to Canada, our existing Canadian shareholders would incur tax liability in Canada which we believe will be avoided under the proposed structure.

 

 

The proposed new Canadian company, named Sunshine Biopharma Inc. (“SUNSHINE-Canada”) will be the surviving corporation.  SUNSHINE-Canada will conduct the business of the Company as a Canada corporation and will assume all of our assets and liabilities, including contractual obligations and obligations under our outstanding indebtedness.  Our existing Board of Directors and officers will become the Board of Directors and officers of the surviving corporation for identical terms of office.

  Upon consummation of the Reincorporation, each outstanding share of our Common Stock will automatically become one fully paid and nonassessable outstanding common share of SUNSHINE-Canada.  There are no outstanding Preferred Shares, options or warrants to purchase or otherwise acquire shares of our Common Stock.  We do not intend to issue new stock certificates to stockholders of record upon the effective date of the Reincorporation and each certificate representing issued and outstanding shares of our Common Stock immediately prior to the effective date of the Reincorporation will evidence ownership of the shares of Common Stock of SUNSHINE-Canada after the effective date of the Reincorporation and will be replaced on transfer.  Thus, it will not be necessary for our shareholders to exchange their existing stock certificates for certificates of SUNSHINE-Canada.  Our outstanding stock certificates should not be destroyed or sent to us.  We anticipate that delivery of existing certificates of Common Stock will constitute “good delivery” of shares of Common Stock of SUNSHINE-Canada in transactions on the OTCBB-QM where our Common Stock is currently listed for trading.

Other than revisions to statutory references necessary to conform with the federal laws of Canada and as otherwise described herein, SUNSHINE-Canada’s Articles of Continuance and bylaws will be substantially similar to our current Articles of Incorporation, as amended, and bylaws, except as described below.

A copy of the proposed Plan and Agreement of Merger, Articles of Transfer of SUNSHINE-Delaware and the Articles of Continuance of SUNSHINE-Canada are attached hereto as Exhibits A, B and C, respectively.

PLEASE NOTE:  Stockholders need not exchange their existing stock certificates for stock certificates of Sunshine-Canada.  However, any stockholders desiring new stock certificates representing common stock of Sunshine-Canada may submit their existing stock certificates to Corporate Stock Transfer Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, our transfer agent, and obtain new certificates.  There will be a charge of approximately $35.00 payable by any shareholder desiring a new share certificate.

 

 

 

Comparison of Colorado and Canada Laws Before and After Reincorporation

Comparison of Shareholder Rights

The rights of our shareholders are currently governed by the Colorado Business Corporation Act (the “CBCA”), Colorado common law, our current Articles of Incorporation, as amended (the “ Colorado Articles ”) and our current Bylaws (the “ Colorado Bylaws ”).  The Colorado Articles and the Colorado Bylaws are available for inspection during business hours at our principal executive offices and have also been filed as exhibits with our SEC filings.  In addition, copies may be obtained by writing to us at 469 Jean-Talon West, 3rd Floor, Montreal, Quebec, Canada H3N 1R4.  The rights of our shareholders after the completion of the Reincorporation will be governed by the Canadian BCA, Canadian common law, the Canadian   Articles of Continuance and the Canadian   Bylaws.

Summarized below are the most significant changes in a shareholder’s rights that will occur as a result of the Reincorporation.  The summary below is not intended to be relied upon as an exhaustive list or complete description of all differences between the Colorado law and Canadian law and is qualified in its entirety by reference to the CBCA, the Colorado Articles, the Colorado Bylaws, the Canadian BCA, the Canadian Articles of Continuation and the Canadian Bylaws.

	Current Colorado Articles of Incorporation		Canadian Articles of Continuance
	Corporate Name
	The Company’s current corporate name is Sunshine Biopharma, Inc.		Upon Reincorporation, the Company’s corporate name would be changed, by removing the comma, to Sunshine Biopharma Inc.
	Authorized Shares
	The Company is authorized to issue up to 200,000,000 common shares with a par value of $0.001 and 5,000,000 shares of Preferred Stock, par value $0.10 per share.		The Company’s authorized capital will be an unlimited number of Common Shares without par value and a unlimited number of Preferred Shares without par value.
	Authority to Establish Series of Shares
	The Articles do not state whether the Board has authority to create series or classes of shares. Under the CBCA, the Board of Directors has the right to determine terms of a class or series of shares.		The Board would not have the authority to establish a series of shares unless specifically authorized by an amendment to the Articles of Continuance, which would require approval of at least two-thirds of the votes cast by shareholders who voted on the matter.
	Cumulative Voting Rights
	No cumulative voting rights are authorized.		The shareholders will not have cumulative voting rights in the election of directors.
	Preemptive Rights
	No preemptive rights are authorized.		No shareholder shall have preemptive rights.
	Director Liability
	Under the CBCA, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.		Indemnification covered in bylaws below.
	Actions Requiring Shareholders Vote
	Under the CBCA, the Company must have a majority of all the votes entitled to be cast by each voting group to approve: (i) amendment to the Articles of Incorporation, (ii) plan of merger or share exchange, (iii) sale, lease, exchange or other disposition of all or substantially all of the corporation’s assets; or (iv) dissolution of the corporation.		Under the Canadian BCA, shareholders can take action by written resolution and without a meeting only if all shareholders entitled to vote on that resolution sign the written resolution. The Canadian BCA generally requires a vote of shareholders on a greater number and diversity of corporate matters than Colorado law, such as a corporate name change, the creation of a new class of shares, or an increase or decrease of the minimum or maximum number of directors. Furthermore, many matters requiring shareholder approval under the Canadian BCA must be approved by a special resolution of not less than two-thirds of the votes cast by shareholders who voted on those matters.  In some cases, such as an amendment to the articles of a corporation that affects classes of shares differently, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, whether or not shares of such class or series otherwise carry the right to vote.

 

 

 

 

Comparison of Bylaws

The Company’s Canadian Bylaws, which will be the governing Bylaws for the Company after the effective date of the Reincorporation, will contain the following important provisions, in contrast to the current Colorado Bylaws.

	Current Colorado Bylaws		Canadian Bylaws
	Calling of a Special Shareholders Meeting
	Shareholders of not less than 10% of all the votes entitled to be cast on an issue have the right to call a special meeting of the shareholders by submitting a written demand to the Company.		The board, the chairman of the board, or the president shall have power to call a special meeting of shareholders at any time.  In addition, registered holders of not less than 5% of the issued shares that carry the right to vote at a meeting to require the directors to call and hold a meeting of shareholders of a company for the purposes stated in the requisition.  If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting
	Quorum
	A majority of the votes outstanding on a matter by the shareholders constitutes quorum.		At least two individuals, each being a shareholder or proxyholder and representing not less than 5% of the shares entitled to be voted at the meeting constitutes a quorum for the transaction of business at any meeting of shareholders.
	Action Without a Meeting
	Action by shareholders may be taken without a meeting through a written consent of not less than a majority of the shares that would be entitled to vote on that action.		Action by shareholders may be taken by written resolution and without a meeting only if all shareholders entitled to vote on that resolution sign the written resolution.
	Amendments to Bylaws
	The Board of Directors has the authority to amend the Bylaws without shareholder approval.		The Board of Directors has the authority to amend the Bylaws subject to shareholder ratification at the next meeting of shareholders.
	Board Composition
	The Board consists of 3 directors.  The number of members of the Board of Directors may be amended from time to time by the Board or Shareholders.		The Board shall consist of not less than one or more than seven directors, the specific number to be fixed by resolution of the Board.
	Removal of Directors
	A director or the entire Board may be removed by a majority vote of the shareholders.		The shareholders may by resolution passed at a meeting specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Board.
	Vacancy on Board
	The Board may fill any vacancy until the next annual meeting of shareholders.		The Board may fill any vacancy subject to the prior right of shareholders to fill a vacancy resulting from the removal of a director.
	Issuance of Shares
	Shares of the Company can only be issued by the Board or by a designated committee of the Board.		Shares of the Company can only be issued by the Board.
	Restriction on Transfer
	Unless registered with the Securities and Exchange Commission and a current registration statement is in effect, all shares are subject to transfer restrictions, unless the Company has obtained an opinion of counsel acceptable to the Company that confirms transfer restrictions are not required under applicable securities laws.		Other than those imposed by applicable law or stock exchange listing requirements, there are no restrictions on the transfer of shares. However, we will continue to be governed by the rules and regulations promulgated by the US Securities and Exchange Commission, including Rule 144.
	Transfer of Shares
	The Company must authorize all transfers made by a shareholder and record on the stock transfer books of the Company.		The Company must record on the stock transfer books of the Company.
	Lost or Destroyed Certificates
	A new certificate may be issued upon such terms and indemnity to the Company as the Board may prescribe.		A new certificate may be issued upon such terms and indemnity to the Company as the Board and if applicable, transfer agent, may prescribe.

 

 

 

 

 

 

 

 

Comparison of Canadian and Colorado Corporate Laws

We will have to comply with the Canadian BCA after the Reincorporation.  Below is a brief summary of the differences between the CBCA and the Canadian BCA that have not already been discussed within the Articles of Incorporation, Articles of Continuance and the Bylaws.

	Colorado Business Corporation Act		Canada Business Corporations Act
	Examination of Books and Records
	Under the CBCA, any record or beneficial holder of the Company may, upon 5 days’ written demand, inspect certain records, including, shareholder actions, minutes of shareholder meetings, communications with shareholders and recent financial statements.  In addition, upon 5 days’ written demand, any such shareholder may inspect the list of shareholders and certain other corporate records, including minutes of the meetings of board of directors of the Company, if the shareholder either (i) has been a shareholder for at least 3 months, or (ii) is a shareholder of at least 5% of all outstanding shares of any class of shares when the demand is made, provided that the demand notice is made in good faith for a proper purpose reasonably related to such person’s interests as a shareholder.		Under Canadian law, shareholders, creditors and their personal representatives may examine certain corporate records, such as the securities register and a list of shareholders, and any other person may do so on payment of a reasonable fee.  Each such person must provide an affidavit containing specific information.  A list of shareholders or information from a securities register may not be used except in connection with an effort to influence the voting of shareholders of the corporation, an offer to acquire securities of the corporation or any other matter relating to the affairs of the corporation.
	Dissenters’ Rights
	Under the CBCA, shareholders of the Company (both of record and beneficial owners of shares) who oppose the certain corporate articles are generally entitled to dissent and obtain payment of the fair value of their shares in the event of certain mergers, share exchanges, sales, lease, exchanges or other dispositions of all of the property of the corporation.		The Canadian BCA entitles a holder of shares of any class to dissent rights in respect of (i) resolutions to amend its articles to add, to change or to remove any provisions restricting or constraining the issue, transfer, or ownership of shares of that class; (ii) resolutions to amend its articles to add, to change or to remove any restriction upon the business or businesses that the corporation may carry on; (iii) resolutions to amalgamate with another corporation; (iv) resolutions to be continued under the laws of another jurisdiction; (v) resolutions to sell, to lease, or to exchange all or substantially all its property; or (vi) resolutions to carry out a “going-private transaction” (as defined) or a “squeeze-out transaction” (as defined).  In addition to any other right the shareholder may have, a shareholder who complies with the dissent procedures is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.  Where a corporation fails to make a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined, or if a dissenting shareholder fails to accept an offer, the corporation may apply to the court to fix a fair value for the shares of any dissenting shareholder.  If a corporation fails to apply to the court, a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.
	Derivative Actions
	Under the CBCA, if a court finds that a derivative action was brought without reasonable cause, the court may require the plaintiff to pay the defendants’ reasonable expenses attributable to the defense of such action, exclusive of attorneys’ fees.  In addition, the Company may, at any time before final judgment, require the plaintiff to give a security for the costs and reasonable expenses which may be incurred by the Company or other parties named as defendants in the defense of such actions, but not including the attorney’s fees, if the shareholder instituting the action holds less than 5% of the outstanding shares of any class of the Company, unless the shares so held have a market value in excess of $25,000. If the court then finds that the actions were instituted without cause, the corporation may have recourse to such security in the amount determined by the court.		Under the Canadian BCA, shareholders, the Director under the Canadian BCA, and any other person whom the court considers to be an appropriate person to do so, can bring an oppression action (the right of a shareholder to apply to a court for relief on the grounds that the corporation is acting in a way that is unfairly prejudicial or oppressive to the shareholder) or a derivative action (the right of a person to commence legal action in the name of or on behalf of the corporation, with the permission of the court, to enforce a defined right, a duty, or an obligation owed to or by the corporation that could be enforced or defined by the corporation itself.)

 

 

Tax Consequences of The Merger

The following summarizes certain material U.S. federal income tax consequences of the Reincorporation. This summary is based upon the Internal Revenue Code of 1986, as amended, judicial decisions, Treasury Regulations and rulings in existence on the date hereof, all of which are subject to change, possibly with retroactive effect.  No tax ruling has been or will be sought from the U.S. Internal Revenue Service or any other taxing authority, and no opinion of counsel has been or will be sought, with respect to the tax consequences of the Reincorporation.  This summary also does not discuss all of the tax consequences that may be relevant to a particular shareholder of the Company or to shareholders of that Company that are subject to special treatment under the U.S. federal income tax laws.

●	No gain or loss will be recognized by the Company as a result of the Reincorporation;

●	No gain or loss will be recognized by shareholders upon receipt of the common shares of SUNSHINE - Canada solely in exchange for the Company common stock;

●	The aggregate tax basis of shares of SUNSHINE - Canada received in exchange for the Company Common Stock in the Reincorporation will be the same as the aggregate tax basis of the existing Common Stock exchanged; and

●	The holding period for shares of SUNSHINE - Canada received in the Reincorporation will include the holding period of the Company Common Stock exchanged.

ANY DISCUSSION CONTAINED IN THIS PROXY STATEMENT AS TO FEDERAL, STATE OR LOCAL TAX MATTERS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL TAX PENALTIES.  THIS DISCUSSION IS WRITTEN IN CONNECTION WITH THE MATTERS ADDRESSED HEREIN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

 

 

Regulatory Approval

To our knowledge, the only required regulatory or governmental approval or filing necessary in connection with the consummation of the Reincorporation will be the filing of the Articles of Merger (including the Merger Agreement) with the Secretary of State of the States of Colorado and Delaware, the filing of a Certificate of Transfer with the Delaware Secretary of State and the filing of the Articles of Continuance with the Director under the Canadian BCA.

 

The complete text of the proposed Certificate of Transfer is set forth as Exhibit B to this Information Statement.  The complete text of the proposed Articles of Continuance is set forth as Exhibit C to this Information Statement.

Stockholder Appraisal Rights

Stockholders will not be entitled to appraisal rights in connection with the Merger.

BY ORDER OF THE BOARD OF DIRECTORS

s/Dr. Steve Slilaty

Dr. Steve Slilaty, Chairman

Dated:  September [__], 2013.

EXHIBIT A

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER , dated ___________ ___, 2013 (“Agreement”), is entered into between Sunshine Biopharma Inc., a Delaware corporation (SUNSHINE-Delaware”), and Sunshine Biopharma, Inc., a Colorado corporation (“SUNSHINE-Colorado).

RECITALS

A.           The sole director of SUNSHINE-Delaware and the Board of Directors of SUNSHINE-Colorado believe that the best interests of SUNSHINE-Delaware and SUNSHINE-Colorado will be served by the merger of SUNSHINE-Colorado with SUNSHINE-Delaware under and pursuant to the provisions of this Agreement and the Colorado Business Corporation Law and the Delaware General Corporation Law.

B.           SUNSHINE-Colorado has an aggregate authorized capital of 200,000,000 shares of Common Stock, $.001 par value per share (“SUNSHINE-Colorado Common Stock”) and 5,000,000 shares of preferred stock, $.01 par value per share (“SUNSHINE-Colorado Preferred Stock).  On the date hereof, there were 56,439,061   shares of SUNSHINE-Colorado Common Stock issued and outstanding and no shares of SUNSHINE-Colorado Preferred Stock issued and outstanding.

C.           SUNSHINE-Delaware is a newly formed entity for the purposes of the transaction described herein and has not issued any of its authorized shares.

AGREEMENT

In consideration of the Recitals and of the mutual agreements contained in this Agreement, the parties hereto agree as set forth below.

1.            Merger .  SUNSHINE-Colorado shall be merged with and into SUNSHINE-Delaware (“Merger”).

2.            Effective Date .  The Merger shall become effective immediately upon the later of the filing of this Agreement or a Statement of Merger with the Secretary of State of Colorado in accordance with Colorado Business Corporation Law and the filing of Certificate of Merger with the Delaware Secretary of State in accordance with the Delaware General Corporation Law.  The time of such effectiveness is hereinafter called the “Effective Date.”

3.            Surviving Corporation .  SUNSHINE-Delaware shall be the surviving corporation and shall continue to be governed by the laws of the State of Delaware.  The separate corporate existence of SUNSHINE-Colorado shall cease on the Effective Date.

 

 

4.            Certificate of Incorporation .  The Certificate of Incorporation of SUNSHINE-Delaware as it exists on the Effective Date shall be the Certificate of Incorporation of SUNSHINE-Delaware following the Effective Date, unless and until the same shall thereafter be amended or repealed in accordance with the laws of the State of Delaware.

5.            Bylaws .  The Bylaws of SUNSHINE-Delaware as they exist on the Effective Date shall be the Bylaws of SUNSHINE-Delaware following the Effective Date, unless and until the same shall be amended or repealed in accordance with the provisions thereof and the laws of the State of Delaware.

6.            Board of Directors and Officers .  The members of the Board of Directors and the officers of SUNSHINE-Colorado immediately prior to the Effective Date shall be the members of the Board of Directors and the officers, respectively, of SUNSHINE-Delaware following the Effective Date, and such persons shall serve in such offices for the terms provided by law or in the Bylaws, or until their respective successors are elected and qualified.

7.            Conversion of Outstanding SUNSHINE-Colorado Stock .  Upon the Effective Date, each issued and outstanding share of SUNSHINE-Colorado Common Stock and all rights in respect thereto shall be converted into one fully paid and nonassessable share of SUNSHINE-Delaware Common Stock, and each certificate representing shares of SUNSHINE-Colorado Common Stock shall for all purposes be deemed to evidence the ownership of the same number of shares of SUNSHINE-Delaware Common Stock as set forth in such certificate.  After the Effective Date, each holder of an outstanding certificate representing shares of SUNSHINE-Colorado Common Stock may, at such shareholder’s option, surrender the same to SUNSHINE-Delaware’s registrar and transfer agent for cancellation, and each such holder shall be entitled to receive in exchange therefor a certificate(s) evidencing the ownership of the same number of shares of SUNSHINE-Canada Common Stock as are represented by the SUNSHINE-Colorado certificate(s) surrendered to SUNSHINE-Delaware’s registrar and transfer agent.

8.            Stock Options; Warrants and Convertible Debt .  SUNSHINE- Colorado has no outstanding stock options, warrants or convertible debt.

9.            Rights and Liabilities of SUNSHINE-Delaware .  On and after the Effective Date, and all in the manner of and as more fully set forth in the Delaware General Corporation Law and the Colorado Business Corporation Act, the title to all real estate and other property, or any interest therein, owned by each of SUNSHINE-Colorado and SUNSHINE-Delaware shall be vested in SUNSHINE-Delaware without reversion or impairment; SUNSHINE-Delaware shall succeed to and possess, without further act or deed, all estates, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal and mixed, of each of SUNSHINE-Colorado and SUNSHINE-Delaware without reversion or impairment; SUNSHINE-Delaware shall thenceforth be responsible and liable for all the liabilities and obligations of each of SUNSHINE-Colorado and SUNSHINE-Delaware; any claim existing or action or proceeding pending by or against SUNSHINE-Colorado or SUNSHINE-Delaware may be continued as if the Merger did not occur or SUNSHINE-Delaware may be substituted for SUNSHINE-Colorado in the proceeding; neither the rights of creditors nor any liens upon the property of SUNSHINE-Colorado or SUNSHINE-Delaware shall be impaired by the Merger; and SUNSHINE-Delaware shall indemnify and hold harmless the officers and directors of each of the parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the Merger.

 

 

10.            Termination .  This Agreement may be terminated and abandoned by action of the Board of Directors of SUNSHINE-Colorado and the sole director of SUNSHINE-Delaware at any time prior to the Effective Date.

11.            Amendment .  The parties hereto may amend this Agreement at any time prior to the Effective Date; provided that an amendment made subsequent to the Effective Date shall not: (a) change the amount or kind of shares, securities, cash, property or rights to be received in exchange for or on conversion of all or any of the shares of the parties hereto, (b) change any term of the Certificate of Incorporation of SUNSHINE-Delaware, or (c) change any other terms or conditions of this Agreement if such change would adversely affect the holders of any capital stock of either party hereto.

12.            Inspection of Agreement .  Executed copies of this Agreement will be on file at the principal place of business of SUNSHINE-Delaware at 469 Jean-Talon West, 3rd Floor, Montreal, Quebec, Canada H3N 1R4.  A copy of this Agreement shall be furnished by SUNSHINE-Delaware, on request and without cost, to any stockholder of SUNSHINE-Colorado.

13.            Governing Law .  This Agreement shall in all respects be construed, interpreted and enforced in accordance with and governed by the laws of Delaware.

14.            Service of Process .  On and after the Effective Date, SUNSHINE-Delaware agrees that it may be served with process in Colorado in any proceeding for enforcement of any obligation or SUNSHINE-Colorado or SUNSHINE-Delaware arising from the Merger.

15.            Designation of Colorado Secretary of State as Agent for Service of Process .  On and after the Effective Date, SUNSHINE-Delaware irrevocably appoints the Secretary of State of Colorado as its agent to accept service of process in any suit or other proceeding to enforce the rights of any stockholders of SUNSHINE-Colorado arising from the Merger.  The Colorado Secretary of State is requested to mail a copy of any such process to SUNSHINE-Colorado at 469 Jean-Talon West, 3rd Floor, Montreal, Quebec, Canada H3N 1R4 Attention: Dr. Steve Slilaty, Chief Executive Officer.

(balance of page intentionally left blank – signature page follows)

IN WITNESS WHEREOF , each of the parties hereto has caused this Plan and Agreement of Merger to be executed as of the date referenced hereinabove.

 

EXHIBIT B

 

SUNSHINE BIOPHARMA INC.

 

 

EXHIBIT C