EXHIBIT 2.3
ARTICLES OF MERGER
OF
ASSURE ENERGY, INC. (a Delaware corporation)
AND
ASSURE ENERGY, INC. (a Nevada corporation)
To the Secretary of State
State of Nevada
Pursuant to the provisions of Chapter 92A, Nevada Revised
Statutes, the foreign corporation and the domestic corporation herein named do
hereby adopt the following Articles of Merger.
1. Annexed hereto and made a part hereof is the Agreement and
Plan of Merger for merging Assure Energy, Inc., a business corporation organized
under the laws of the State of Delaware, with and into Assure Energy, Inc., a
business corporation organized under the laws of the State of Nevada. The said
Agreement and Plan of Merger has been adopted by the Board of Directors of
Assure Energy, Inc. (a Delaware corporation) and by the Board of Directors of
Assure Energy, Inc. (a Nevada corporation).
2. The merger of Assure Energy, Inc. (a Delaware corporation)
with and into Assure Energy, Inc. (a Nevada corporation) is permitted by the
laws of the jurisdiction of organization of Assure Energy, Inc. (a Delaware
corporation) and has been authorized in compliance with said laws, by which
Assure Energy, Inc. (a Delaware corporation) is governed.
3. The said Agreement and Plan of Merger was approved by the
majority written consent of the stockholders of Assure Energy, Inc. (a Delaware
corporation) pursuant to the provisions of the laws of the jurisdiction of its
organization. The number of votes cast for the said Agreement and Plan of Merger
was sufficient for the approval thereof.
4. The said Agreement and Plan of Merger was approved by the
unanimous written consent of the stockholder of Assure Energy, Inc. (a Nevada
corporation) pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.
5. No amendments to the Articles of Incorporation of Assure
Energy, Inc. (a Nevada corporation) are effected by the merger herein provided
for.
6. The merger herein provided for shall become effective in
the State of Nevada on September 11, 2003, the date of filing of these Articles
of Merger..
1
Signed on September 10, 2003
ASSURE ENERGY, INC. (a Delaware corporation)
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Secretary
ASSURE ENERGY, INC. (a Nevada corporation)
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Secretary
