Buckeye Oil and Gas, Inc. (BFSO)

[hedge_fun]

WHEREAS , the Buyer has returned 115,000,000 shares of common stock to the treasury;

WHEREAS , Buyer desires to purchase (the “Purchase”) in the aggregate 38,000,000 shares (the “ Shares ”) of common stock, par value $.0001 per share of the Company (the “ Common Stock ”), from the Seller, for an aggregate purchase price of $352,941 and the Seller desires to sell the Shares to the Buyer;

WHEREAS , the Company is a corporation subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the shares of Common Stock are eligible for quotation on the OTC Bulletin Board (the “ OTCBB ”) under the symbol “BFSO”;

WHEREAS , immediately following the closing of the Purchase, the outstanding securities of the Company shall be 58,400,0000 shares of Common Stock consisting of (a) 38,000,000 shares of Common Stock owned by Buyer, and (b) 20,400,000 shares of Common Stock owned by the Company's other stockholders.

3.9 Capitalization . The total authorized and issued capital stock of the Company as of the date of this Agreement is 500,000,000 authorized shares of common stock, par value $0.0001 per share. The one for 17 forward split and the cancellation of 115,000,000 shares effectuated by the Company and Seller were duly authorized and done in accordance with all applicable laws, rules and regulations. At the closing, there will be 58,400,000 issued and outstanding shares of Common Stock. E ach holder of Common Stock issued by the Company is entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and there are no pre-preemptive rights and no cumulative voting. There are no shares of preferred stock or any other class of security. The Company has no shares reserved for issuance pursuant to any stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of the issued and outstanding shares of capital stock of the Company (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) were issued in compliance with all applicable securities laws. No shares of capital stock of Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its or their securities under the Securities Act and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing any such rights). The Shares are free and clear of all liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws. Neither the Company nor any of its shareholders is a party to any agreement, voting trust, proxy, option, right of first refusal or any other agreement or understanding with respect to the Common Stock or its respective equity interests.

Upon the Closing, the Buyer will own 65.07% of the issued and outstanding share capital of the Company (each of Ravi Dhaddey and Pol Brisset will own 56.34% and 8.73%, respectively) on a fully-diluted basis, free and clear of any liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws.


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