AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Plan and Merger Agreement"), is
made as of August 31, 1999 by and between Capitol Silver Mines, Inc., an Idaho
corporation ("Capitol") and Internet Culinary Corporation, a Nevada corporation
("Internet").
RECITALS
A) Capitol is a corporation duly organized and existing under the laws of
the State of Idaho.
B) Internet is a corporation duly organized and existing under the laws
of the State of Nevada. One share of common stock of Internet has been issued
and that share of common stock is held by Capitol. Thus Internet is a wholly-
owned subsidiary of Capitol. No shareholder approval of this Plan and Merger
Agreement is required.
C) Capitol and Internet (the "Constituent Corporations") have approved
this Plan and Merger Agreement by resolutions duly adopted by their respective
Boards of Directors in accordance with the laws of their respective
jurisdictions of incorporation; and
D) The constituent Corporations desire to adopt a plan of reorganization
pursuant to the provisions of Section 368 (a) (1) (f) of The Internal Revenue
Code of l986, as amended, a Plan of Merger complying with section 30-1-1105 of
the Idaho Code and
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1) Surviving Corporation. Capitol shall be merged with and into Internet
(the "Merger") with Internet being the surviving corporation (the "Surviving
Corporation") of the Merger. At the Effective Time (as hereinafter defined),
the corporate existence of Capitol shall cease and the Surviving corporation,
to the fullest extent permitted by applicable law, shall succeed to all the
business, properties, assets and liabilities of the Constituent Corporations.
At the Effective Time, the name of the Surviving Corporation shall remain
Internet Culinary Corporation.
2) Authorized Shares. The authorized capital stock of the Surviving
Corporation consists of 20,000,00 shares of Common Stock, par value .001 per
share, and 5,000,000 shares of Preferred Stock, par value .001 per share.
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3) Certificate of Incorporation and Bylaws.
a) The Certificate of Incorporation of Internet as in effect at the
Effective Time shall be the Certificate of Incorporation of the Surviving
Corporation.
b) The Bylaws of Internet as in effect at the Effective Time shall
be the Bylaws of the Surviving Corporation.
4) Directors and Officers.
a) The directors of Capitol immediately prior to the Effective Time
shall be the directors of the Surviving Corporation, to hold office in
accordance with the Bylaws of the Surviving Corporation until their successors
are duly appointed or elected and qualified.
b) The officers of Capitol immediately prior to the Effective Time
shall be the officers of the Surviving Corporation to hold office in accordance
with the Bylaws of the Surviving Corporation until their successors are duly
appointed or elected and qualified.
5) Principal Office. The principal office of the Surviving Corporation
in the State of Nevada shall be at 0000 X Xxxxxxx Xx., Xxx Xxxxx, Xxxxxx
00000.
6) Consent to Service of Process. The Surviving Corporation hereby
consents to be sued and served with process in the State of Idaho in any
proceeding in the State of Idaho and the Surviving Corporation hereby
irrevocably appoints the Secretary of state of Idaho as its agent to accept
service of process in such proceeding in the State of Idaho to enforce against
the Constituent Corporations any obligations of Capitol and the rights of
dissenting shareholders of Capitol.
7) Corporate Purpose. The purposes for which the Surviving Corporation
has been formed are to engage in any lawful act or activity for which
corporations may be formed under the laws of the State of Nevada.
8) Term of Merger.
a) At the Effective Time, each issued and outstanding share of
Common Stock of Capitol shall, automatically and without further act of either
of the Constituent Corporations or of the holders thereof, be extinguished and
converted into one issued and outstanding share of Common Stock of the
Surviving Corporation. The holder of each share so extinguished and converted
(of record on the shareholder records of Capitol at the Effective Time) shall
be recorded on the books of the Surviving Corporation as the holder of the
number of shares of Common Stock of the Surviving Corporation which
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such holder is entitled to receive; and each certificate theretofore
representing one or more shares of Common Stock of Capitol shall be deemed, for
all corporate purposes, to evidence ownership of the same number of shares of
Common Stock of the Surviving Corporation which the holder of such certificate
is entitled to receive.
b) Each person who, as a result of the Merger, holds one or more
certificates which theretofore represented one or more shares of Common stock
of Capitol shall surrender any such certificates to the Surviving Corporation
(or to any agent designated for such purpose by the Surviving Corporation) and
upon such surrender, the Surviving Corporation shall, within a reasonable
time, deliver to such person in substitution and exchange therefor (i) one or
more certificates evidencing the number of shares of Common Stock of the
Surviving Corporation which such person is entitled to receive in accordance
with the terms of this Plan and Merger Agreement in substitution for the number
of shares of Common Stock of Capitol theretofore represented by each
certificate so surrendered; provided however, that such holders shall not be
required to surrender any such certificates until such certificates would
normally be surrendered for transfer on the books of the issuing corporation in
the ordinary course of business.
c) At and after the Effective time, all of the issued and
outstanding shares of Common Stock of Capitol held immediately prior to the
Effective Time shall be cancelled and cease to exist, without any consideration
being payable therefor.
d) At the Effective Time, each option to purchase shares of Common
Stock of the Company outstanding immediately prior to the Effective Time shall
become an option to purchase shares of Common Stock of the Surviving
Corporation, subject to the same terms and conditions and at the same option
price applicable to each such option immediately prior to the Effective Time.
9) Termination and Abandonment. At any time prior to the Effective Time
and for any reason, this Plan and Merger Agreement may be terminated and
abandoned by the Board of Directors of either of the Constituent Corporations,
without notice of such action to the other Constituent Corporation,
notwithstanding approval of this Plan and Merger Agreement by the shareholders
of one or both of the Constituent Corporations.
10) Amendment. At any time prior to the Effective Time, this Plan and
Merger Agreement may be amended, by an agreement in writing executed in the
same manner as this Plan and Merger Agreement, after due authorization of such
action by the Board of Directors of the Constituent Corporations; provided,
however, that this Plan and Merger Agreement may not be amended if such
amendment would (a) alter or change the amount or kind of shares or other
consideration to be received by the shareholders of either of the Constituent
Corporations in the Merger, (b) alter or change any term of the Certificate of
Incorporation of the corporation which will be the Surviving Corporation, (c)
alter or change any of the terms and conditions of this Plan and Merger
Agreement if such alteration or change would adversely affect the shareholders
of either at the Constituent Corporations, or (d) otherwise violate applicable
law.
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11) Effective Time of Merger. The Effective Time of Merger shall be the
later of the date on which the (i) Certificate of Ownership and Merger shall
have been duly filed in the office of the Secretary or State of Nevada, and
(ii) this Plan and Agreement of Merger shall have been duly filed in the office
of the Secretary of State of Idaho (the Effective Time").
CAPITOL SILVER MINES, INC.
By: /s/ Xxx Xxxxxxxx
--------------------------
Xxx Xxxxxxxx, President
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Xxxxxxx Xxxxxx, Secretary
INTERNET CULINARY CORPORATION
By: /s/ Xxx Xxxxxxxx
--------------------------
Xxx Xxxxxxxx, President
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Xxxxxxx Xxxxxx, Secretary
