EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of May 12, 2000,
is among PNW Capital, Inc., a Delaware corporation ("Parent"), and Hi-Plains
Energy Corp., a Wyoming corporation (the "Company") (collectively "Constituent
Corporations").
WHEREAS, Parent owns 100% of the shares of the Company and the parties
thereto have agreed to the merger of the Company with and into Parent; and
WHEREAS, Parent, as the sole shareholder of Company and, the
respective Boards of Directors of Parent and the Company,) have each approved
the merger of the Company into Parent in accordance with the Delaware General
Law and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger
with the Secretaries of State of Delaware and Wyoming in order to consummate the
merger of the Company with and into Parent; and
WHEREAS, Parent and the Company have agreed to execute and file this
Plan of Merger as provided under the Delaware Law and the Wyoming Statutes.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Parent and the Company hereby agree as follows:
1. THE MERGER. At the Effective Time, in accordance with this Plan of
Merger, and Delaware Law and the Wyoming Statutes, the Company shall be merged
(such merger being herein referred to as the "Merger") with and into the Parent,
the separate existence of the Company shall cease, and Parent shall continue as
the surviving corporation. Parent hereinafter sometimes is referred to as the
"Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the
Surviving Corporation shall change its name to "PNW Capital, Inc."; and the
Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property, real,
personal and mixed, and all debts due to either of the Corporations on whatever
account, as well for stock subscriptions as all other things in action or
belonging to each of such corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, in any of such Constituent
Corporations, shall not revert or be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of any of
said Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the respective Constituent Corporations shall
thenceforth attach to the Surviving Corporation, and may be enforced against it
to the same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger
to be consummated by filing with the Secretary of State of Delaware and Wyoming
an articles of merger and this Plan of Merger in such form as required by, and
executed in accordance with, the relevant provisions of the Delaware Law and the
Wyoming Statutes (the time of such filing being the "Effective Time" and the
date of such filing being the "Effective Date").
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The
Articles of Incorporation and bylaws of the Surviving Corporation shall be
identical with the Articles of Incorporation and bylaws of the Parent as in
effect immediately prior to the Effective Time until thereafter amended as
provided therein and under Delaware Statues.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the
Merger and without any action on the part of Parent, the Company or the holder
of any of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(a) Each Share issued and outstanding immediately prior to the
Effective Time shall remain as issued and outstanding common stock of parent
without change.
(b) Each Share which is held in the treasury of the Company or which
is owned by any direct or indirect subsidiary of the Company shall be canceled
and retired, and no payment shall be made with respect thereto.
(c) Each outstanding or authorized subscription, option, warrant,
call, right (including any preemptive right), commitment, or other agreement of
any character whatsoever which obligates or may obligate the Parent to issue or
sell any additional shares of its capital stock or any securities convertible
into or evidencing the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if any, shall
remain unchanged.
(d) Each share of Common Stock of Company issued and outstanding
immediately prior to the Effective Time shall be retired into treasury, of the
Surviving Corporation.
(e) No Fractional Shares and no certificates or scrip
representing such fractional Merger Shares, shall be issued.
6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and the
Company shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under the Delaware
Law, the Wyoming Statutes or federal law as promptly as possible. If, at any
time after the Effective Time, any further action is necessary or desirable to
carry out the purposes of the Agreement and to vest the Surviving Corporation
with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of either of the Constituent Corporations, the
officers and directors of the Surviving Corporation are fully authorized in the
name of their corporation or otherwise to take, and shall take, all such lawful
and necessary action.
IN WITNESS WHEREOF, Parent, and the Company have caused this Plan of Merger to
be executed as of the date first above written.
WINCHESTER MINING CORP.
(A Delaware corporation)
By:/s/Xxxxx Xxxxxx
_______________________________
President
HI-PLAINS ENERGY CORP.
(A Wyoming corporation)
By:/s/M.A. Xxxxxxx
__________________________
M.A. Xxxxxxx as Attorney-in-Fact for Z.S. Xxxxxxx,
President of Hi-Plains Energy Corp.
