AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT dated as of April 18, 2007.
BETWEEN:
PETROSOUTH
ENERGY CORP., a
Nevada
corporation, having its office at 00 Xxxxxxxx Xxxxx, Xxxxxx, XX
00000
(“PetroSouth”)
AND:
MOBRIDGE
EXPLORATIONS INC.,
a
Nevada corporation, having its office at 00 Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxx
X0X 0X0
(“Mobridge”)
WHEREAS:
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A.
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PetroSouth
is the wholly-owned subsidiary of
Mobridge;
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B. The
boards of directors of PetroSouth and Mobridge deem it advisable and in the
best
interests of their respective companies and shareholders that PetroSouth
be
merged with and into Mobridge, with Mobridge remaining as the surviving
corporation under the name “PetroSouth Energy Corp.”;
C. The
board
of directors of PetroSouth has approved the plan of merger embodied in this
Agreement; and
D. The
board
of directors of Mobridge has approved the plan of merger embodied in this
Agreement.
THEREFORE,
in consideration of the mutual agreements and covenants set forth herein,
the
parties hereto do hereby agree to merge on the terms and conditions herein
provided, as follows:
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1.
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THE
MERGER
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1.1
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The
Merger
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Upon
the
terms and subject to the conditions hereof, on the Effective Date (as
hereinafter defined), PetroSouth shall be merged with and into Mobridge in
accordance with the applicable laws of the State of Nevada (the “Merger”).
The
separate existence of PetroSouth shall cease, and Mobridge shall be the
surviving corporation under the name “PetroSouth Energy Corp.” (the
“Surviving
Corporation”)
and
shall be governed by the laws of the State of Nevada.
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1.2
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Effective
Date
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The
Merger shall become effective on the date and at the time (the “Effective
Date”)
that:
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(a)
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(b)
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after
satisfaction of the requirements of the laws of the State of
Nevada.
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1.3
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Articles
of Incorporation
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On
the
Effective Date, the Articles of Incorporation of Mobridge, as in effect
immediately prior to the Effective Date, shall continue in full force and
effect
as the Articles of Incorporation of the Surviving Corporation except that
Article 1 of the Articles of Incorporation of Mobridge, as the Surviving
Corporation, shall be amended to state that the name of the corporation is
“PetroSouth Energy Corp.”.
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1.4
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Bylaws
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On
the
Effective Date, the Bylaws of Mobridge, as in effect immediately prior to
the
Effective Date, shall continue in full force and effect as the bylaws of
the
Surviving Corporation.
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1.5
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Directors
and Officers
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The
directors and officers of Mobridge immediately prior to the Effective Date
shall
be the directors and officers of the Surviving Corporation, until their
successors shall have been duly elected and qualified or until otherwise
provided by law, the Articles of Incorporation of the Surviving Corporation
or
the Bylaws of the Surviving Corporation.
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2.
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CONVERSION
OF SHARES
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2.1
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Common
Stock of Mobridge
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Upon
the
Effective Date, by virtue of the Merger and without any action on the part
of
any holder thereof, each share of common stock of Mobridge, par value of
$0.001
per share, issued and outstanding immediately prior to the Effective Date
shall
be changed and converted into one fully paid and non-assessable share of
the
common stock of the Surviving Corporation, par value of $0.001 per share
(the “Survivor
Stock”).
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2.2
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Common
Stock of PetroSouth
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Upon
the
Effective Date, by virtue of the Merger and without any action on the part
of
the holder thereof, each share of common stock of PetroSouth, par value of
$0.001 per share, issued and outstanding immediately prior to the Effective
Date
shall be cancelled.
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2.3
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Exchange
of Certificates
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Each
person who becomes entitled to receive any Survivor Stock by virtue of the
Merger shall be entitled to receive from the Surviving Corporation a certificate
or certificates representing the number of Survivor Stock to which such person
is entitled as provided herein.
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3.
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EFFECT
OF THE MERGER
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3.1
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Rights,
Privileges, etc.
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On
the
Effective Date of the Merger, the Surviving Corporation, without further
act,
deed or other transfer, shall retain or succeed to, as the case may be, and
possess and be vested with all the rights, privileges, immunities, powers,
franchises and authority, of a public as well as of a private nature, of
PetroSouth and Mobridge; all property of every description and every interest
therein, and all debts and other obligations of or belonging to or due to
each
of PetroSouth and Mobridge on whatever account shall thereafter be taken
and
deemed to be held by or transferred to, as the case may be, or invested in
the
Surviving Corporation without further act or deed, title to any real estate,
or
any interest therein vested in PetroSouth or Mobridge, shall not revert or
in
any way be impaired by reason of this merger; and all of the rights of creditors
of PetroSouth and Mobridge shall be preserved unimpaired, and all liens upon
the
property of PetroSouth or Mobridge shall be preserved unimpaired, and all
debts,
liabilities, obligations and duties of the respective corporations shall
thenceforth remain with or be attached to, as the case may be, the Surviving
Corporation and may be enforced against it to the same extent as if all of
said
debts, liabilities, obligations and duties had been incurred or contracted
by
it.
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3.2
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FURTHER
ASSURANCES
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From
time
to time, as and when required by the Surviving Corporation or by its successors
and assigns, there shall be executed and delivered on behalf of PetroSouth
such
deeds and other instruments, and there shall be taken or caused to be taken
by
it such further other action, as shall be appropriate or necessary in order
to
vest or perfect in or to confirm of record or otherwise in the Surviving
Corporation the title to and possession of all the property, interest, assets,
rights, privileges, immunities, powers, franchises and authority of PetroSouth
and otherwise to carry out the purposes of this Agreement, and the officers
and
directors of the Surviving Corporation are fully authorized in the name and
on
behalf of PetroSouth or otherwise to take any and all such action and to
execute
and deliver any and all such deeds and other instruments.
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4.
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GENERAL
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4.1
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Abandonment
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Notwithstanding
any approval of the Merger or this Agreement by the shareholders of PetroSouth
or Mobridge or both, this Agreement may be terminated and the Merger may
be
abandoned at any time prior to the Effective Time, by mutual written agreement
of PetroSouth and Mobridge.
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4.2
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Amendment
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At
any
time prior to the Effective Date, this Agreement may be amended or modified
in
writing by the board of directors of both PetroSouth and Mobridge.
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4.3
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Governing
Law
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This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Nevada.
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4.4
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Counterparts
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In
order
to facilitate the filing and recording of this Agreement, the same may be
executed in any number of counterparts, each of which shall be deemed to
be an
original.
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4.5
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Electronic
Means
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Delivery
of an executed copy of this Agreement by electronic facsimile transmission
or
other means of electronic communication capable of producing a printed copy
will
be deemed to be execution and delivery of this Agreement as of the date
hereof.
IN
WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
as of the date set forth above.
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Per:
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/s/
Xxxx
Xxxxxxx
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Authorized
Signatory
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MOBRIDGE
EXPLORATIONS INC.
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Per:
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/s/
Xxxx
Xxxxxxx
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Authorized
Signatory
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APPENDIX A
To
the
Agreement and Plan of Merger between
PetroSouth
and Mobridge
Articles
of Merger
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XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
1
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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(Pursuant
to Nevada Revised Statutes Chapter
92A)
(excluding
92A.200(4b))
SUBMIT
IN DUPLICATE
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1)
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Name
and jurisdiction of organization of
each constituent entity (NRS 92A.200). If there are
more
than four merging entities, check box o and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity. |
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Name
of merging
entity
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Corporation
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Jurisdiction
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Entity
type
*
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Mobridge
Explorations
Inc.
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Name
of merging
entity
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Nevada
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Corporation
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Jurisdiction
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Entity
type
*
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Name
of merging
entity
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Jurisdiction
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Entity
type
*
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Name
of merging
entity
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Jurisdiction
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Entity
type
*
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and,
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Mobridge
Explorations
Inc.
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Name
of surviving
entity
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Nevada
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Corporation
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Jurisdiction
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Entity
type
*
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*
Corporation, non-profit corporation, limited
partnership, limited-liability company or business trust.
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This
form must be accompanied by
appropriate fees. See attached fee schedule.
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Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
CW1177197.1
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2 –
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XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
2
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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2)
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Forwarding
address where copies of
process may be sent by the Secretary of State
of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90): |
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Attn:
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c/o:
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3)
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(Choose
one)
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x
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The
undersigned declares that a plan of
merger has been adopted by each
constituent
entity (NRS 92A.200). |
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o
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The
undersigned declares that a plan of
merger has been adopted by the parent
domestic
entity (NRS 92A.180) |
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4)
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Owner's
approval (NRS 92A.200)(options
a, b, or c must be used, as applicable, for each entity)
(if
there are more than four merging entities, check box oand attach an 8 1/2" x 11'' blank sheet containing the required information for each additional entity): |
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(a)
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Owner’s
approval was not required
from
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Name
of merging entity, if
applicable
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Mobridge
Explorations
Inc.
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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and,
or;
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Mobridge
Explorations
Inc.
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Name
of surviving entity, if
applicable
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This
form must be accompanied by
appropriate fees. See attached fee schedule.
|
Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
CW1177197.1
-
3 –
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XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
3
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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(b)
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The
plan was approved by the required
consent of the owners of *;
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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and,
or;
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Name
of surviving entity, if
applicable
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*
Unless otherwise provided in the certificate
of trust or governing instrument of a business trust, a merger must be approved
by all the trustees and beneficial owners of each business trust that is
a
constituent entity in the merger.
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This
form must be accompanied by
appropriate fees. See attached fee schedule.
|
Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
CW1177197.1
-
4 –
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XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
4
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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(c)
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Approval
of plan of merger for Nevada
non-profit corporation (NRS 92A.160):
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The
plan of merger has been approved by
the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. |
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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Name
of merging entity, if
applicable
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and,
or;
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Name
of surviving entity, if
applicable
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This
form must be accompanied by
appropriate fees. See attached fee schedule.
|
Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
CW1177197.1
-
5 –
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|
XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
5
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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5)
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Amendments,
if any, to the articles or
certificate of the surviving entity.
Provide
article numbers, if available. (NRS 92A.200)*: |
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Article
One of the Articles of
Incorporation of Mobridge Explorations Inc. is hereby amended to
change
the name of Mobridge Explorations Inc. to PetroSouth Energy
Corp.
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6)
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Location
of Plan of Merger (check a or
b):
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x
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(a)
The entire plan of merger is
attached;
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or,
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o
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(b)
The entire plan of merger is on file
at the registered office of the surviving corporation, limited-liability
company or business trust, or at the records office address if a
limited
partnership, or other place of business of the surviving entity (NRS
92A.200).
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7)
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Effective
date
(optional)**:
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April
30,
2007
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*
Amended and restated articles may be
attached as an exhibit or integrated into the articles of merger. Please
entitle
them ''Restated'' or ''Amended and Restated,'' accordingly. The form to
accompany restated articles prescribed by the secretary of state must accompany
the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of
subsidiary into parent - Nevada parent owning 90% or more of subsidiary),
the
articles of merger may not contain amendments to the constituent documents
of
the surviving entity except that the name of the surviving entity may be
changed.
**
A merger takes effect upon filing the
articles of merger or upon a later date as specified in the articles, which
must
not be more than 90 days after the articles are filed (NRS
92A.240).
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This
form must be accompanied by
appropriate fees. See attached fee schedule.
|
Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
CW1177197.1
-
6 –
|
|
XXXX
XXXXXX
Secretary of State 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxx Xxxx, Xxxxxx 00000-0000 (000) 000 0000 Website: xxxxxxxxxxxxxxxx.xxx |
|
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Articles
of Merger
(PURSUANT
TO NRS
92A.200)
Page
6
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Important:
Read attached instructions
before completing form.
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ABOVE
SPACE IS FOR OFFICE USE
ONLY
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8)
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Signatures
- Must be signed by: An
officer of each Nevada corporation; All general partners of each
Nevada
limited partnership; All general partners of each Nevada limited
partnership; A manager of each Nevada limited-liability company with
managers or all the members if there are no managers; A trustee of
each
Nevada business trust (NRS 92A.230)*
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(if
there are more than four merging
entities, check box o
and attach an 81/2" x 11'' blank sheet containing the required
information for each additional
entity.):
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Name
of merging
entity
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X
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President
&
Director
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Signature
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Title
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Date
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Mobridge
Explorations
Inc.
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Name
of merging
entity
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X
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President
&
Director
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Signature
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Title
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Date
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Name
of merging
entity
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Signature
|
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Title
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Date
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Name
of merging
entity
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Signature
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Title
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Date
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Mobridge
Explorations
Inc.
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Name
of surviving
entity
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X
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President
&
Director
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Signature
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Title
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Date
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*
The articles of merger must be signed by
each foreign constituent entity in the manner provided by the law governing
it
(NRS 92A.230). Additional signature blocks may be added to this page or as
an
attachment, as needed.
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IMPORTANT:
Failure to include any of the above
information and submit the proper fees may cause this filing to be
rejected. This
form must be accompanied by appropriate fees. See attached fee
schedule.
|
Nevada
Secretary of State AM Merger
2003
Revised on: 10/24/03 |
