Agreement and Plan of Merger
This
Agreement and Plan of Merger (the “Agreement”) is dated September 20, 2010, by
and among Grosvenor
Explorations Inc., a Nevada corporation (“Grosvenor”),
and South
American Gold Corp., a Nevada corporation and a wholly-owned subsidiary
of Parent (“SAGC”).
Now therefore, the
parties agree as follows:
1. Merger of
Subsidiary Into Parent. Grosvenor,
the parent, owns all of the outstanding capital stock of SAGC, the
subsidiary. SAGC shall be merged with and into a single corporation,
Grosvenor, which shall be the Surviving Corporation upon the effective date of
the merger and which is sometimes hereinafter referred to as the “Surviving
Corporation,” and which shall continue to exist as said Surviving Corporation
under the name “South American Gold Corp.” pursuant to the provisions of Section
92A.180 of the Nevada Revised Statutes (the “NRS”). The separate
existence of SAGC, which is sometimes hereinafter referred to as the “Merging
Corporation,” shall cease upon the effective date of the merger in accordance
with the provisions of NRS 92A.180.
2. Articles
of Incorporation. Inasmuch
as it is not desired to amend or change the Articles of Incorporation of the
Surviving Corporation in any manner, other than to change the name of the
Surviving Corporation to “South American Gold Corp.” pursuant to the provisions
of NRS 92A.180, under the provisions of the merger herein provided for, the
Articles of Incorporation of the Surviving Corporation upon the effective date
of the merger shall continue to be the Articles of Incorporation of the
Surviving Corporation and shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the NRS.
3. Bylaws. The
Bylaws of the Surviving Corporation as in force and effect upon the effective
date of the merger, if any, shall continue to be the bylaws of the Surviving
Corporation and shall continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the NRS.
4. Officers
and Directors. The
directors and officers of the Surviving Corporation in office on the effective
date of the merger shall be the directors and officers of the Surviving
Corporation, all of whom shall hold their directorships and offices until the
election and qualification of their respective successors or until their tenure
is otherwise terminated in accordance with the Bylaws of the Surviving
Corporation.
5. Stock. Each
issued share of the Merging Corporation shall, upon the effective date of the
merger, be cancelled. The issued shares of the Surviving Corporation
shall not be converted or exchanged in any manner, but each said share which is
issued as of the effective date of the merger shall continue to represent one
issued share of the Surviving Corporation.
6. Actions. The
Merging Corporation and the Surviving Corporation hereby stipulate that they
will cause to be executed and filed and/or recorded any document or documents
prescribed by the laws of the State of Nevada, including an executed copy of the
Articles of Merger, and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the merger.
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7. General
Authority. The
Board of Directors and the proper officers of the Merging Corporation and of the
Surviving Corporation, respectively, are hereby authorized, empowered, and
directed to do any and all acts and things, and to make, execute, deliver, file,
and/or record any and all instruments, papers, and documents which shall be or
become necessary, proper, or convenient to carry out or put into effect any of
the provisions of this Agreement or of the merger herein provided
for.
In witness whereof, the
parties have executed this Agreement and Plan of Merger as of the date first
above written.
a Nevada
corporation
/s/ Xxxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxxxx, Chief Financial Officer
South
American Gold Corp.,
a Nevada
corporation
/s/ Xxxxxxx
XxXxxxx
Xxxxxxx
XxXxxxx, President
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