AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is made as of May 17, 2004, between Key Gold Corporation, a Nevada corporation (the “Merging Corporation”), and DDI International, Inc., a Nevada corporation (the “Surviving Corporation”). (The corporations together are sometimes referred to below as the “Constituent Corporations.”)
The Constituent Corporations agree as follows:
1. The Merging Corporation is duly organized, existing, and in good standing under the laws of the State of Nevada. It has 100,000 shares of authorized capital stock, all of which are designated as common stock. One share of common stock is issued and outstanding.
2. The Surviving Corporation is duly organized, existing, and in good standing under the laws of the State of Nevada . It has 200,000,000 shares of authorized capital stock, all of which are designated as common stock. 11,000,000 shares of common stock are issued and outstanding; no shares of preferred stock are issued and outstanding.
3. The Boards of Directors of the Constituent Corporations deem it in the best interests of the corporations and their stockholders that the Merging Corporation be merged with and into Surviving Corporation in accordance with Nevada Revised Statutes Chapter 92A. The Boards hereby adopt on behalf of their corporations the plan of reorganization set forth in this Agreement of Merger.
4. Merger. The Merging Corporation shall be merged with and into the Surviving Corporation, which shall survive the merger. The Merging Corporation’s separate existence shall cease on the effective date of the merger, which shall be the later of May 17, 2004, or the date on which the Articles of Merger are accepted for filing by the Office of the Secretary of State of the State of Nevada. Without any other transfer or documentation, on the effective date of the merger, the Surviving Corporation shall (i) succeed to all of the Merging Corporation’s rights and property; and (ii) be subject to all the Merging Corporation’s liabilities and obligations.
Notwithstanding the above, after the effective date of the merger, the Surviving Corporation’s proper officers and directors may perform any acts necessary or desirable to vest or confirm the Surviving Corporation’s possession of and title to any property or rights of the Merging Corporation, or otherwise carry out this Agreement’s purposes. This includes execution and delivery of deeds, assurances, assignments, or other instruments.
5. Conversion of Shares. By virtue of the merger and without any action by any stockholder, upon the effective date of the merger, the sole share of capital stock of the Merging Corporation outstanding immediately prior to the effective date of the merger shall be converted into one fully paid and nonassessable share of the Surviving Corporation’s common stock and thereafter retired. No fractional shares of the Surviving Corporation shall be issued.
The shares of Surviving Corporation outstanding immediately prior to the merger shall not be changed by reason of the merger.
6. Change in Articles of Incorporation and Bylaws: The Surviving Corporation’s Articles of Incorporation as effect on the effective date shall continue to be its Articles of Incorporation, except that Article One thereof shall be amended as follows:
“The name of the corporation is: Key Gold Corporation.”
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The Surviving Corporation’s Bylaws as in effect on the effective date of the merger shall continue to be its Bylaws without change as a result of the merger.
7. Officers and Directors: The Surviving Corporation’s officers and directors shall continue and remain as such after the effective date of the merger for the full unexpired terms of their respective offices, or until their successors have been duly elected or appointed and qualified, subject to the resignations and appointments thereof; such that, as of the effective date of the merger, the Surviving Corporation’s officers and directors shall be as follows:
- Mr Xxxx Xxxxxxxx — Chief Executive Officer, President, Chief Financial Officer, and Director.
8. Abandonment of Merger: Any time prior to the effective date, this merger may be abandoned without further obligation or liability by action of the board of directors of either of the Constituent Corporations.
9. Counterparts: This Agreement of Merger may be executed in any number of counterparts, each of which shall constitute an original instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized officers, as of the date first written above.
| DDI INTERNATIONAL, INC. | ||
| “Surviving Corporation” | ||
| By: | /S/ XXXX XXXXXXXX | |
| Xxxx Xxxxxxxx, Chief Executive Officer | ||
| KEY GOLD CORPORATION | ||
| “Merging Corporation” | ||
| By: | /S/ XXXX XXXXXXXX | |
| Xxxx Xxxxxxxx, Chief Executive Officer | ||
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