ARTICLES OF MERGER
MERGING
XXXXXX RESOURCES, INC. (a Colorado Corporation)
INTO
XXXXXX RESOURCES, INC. (a Nevada Corporation)
THESE ARTICLES OF MERGER ("Agreement") are entered into and effective
this 27th day of June, 1995, by and between XXXXXX RESOURCES, INC., a Colorado
corporation, and XXXXXX RESOURCES, INC., a Nevada corporation.
THIS IS TO CERTIFY:
FIRST: XXXXXX RESOURCES, INC., a corporation organized and existing
under the laws of the State of Colorado (the "Colorado Company"), and XXXXXX
RESOURCES, INC., a corporation organized and existing under the laws of the
State of Nevada (the "Nevada Company"), agree that the Colorado Company shall be
merge into the Nevada Company.
SECOND: The Nevada Company shall survive the Merger and
shall continue under the name of XXXXXX RESOURCES, INC.
THIRD: The Articles of Incorporation of the surviving corporation shall
be amended as part of the Merger to provide that, immediately following the
Merger, all shares and other securities of the Nevada Company shall have the
identical designation, rights, privileges, powers, and restrictions as the
designations, rights, privileges, powers, and restrictions of the shares and
other securities of the Colorado Company immediately prior to the Merger, with
the sole exception that the par value of the stock of the surviving corporation
shall be $0.001.
Accordingly, Article VII of the surviving corporation's Articles of
Incorporation shall be amended to read in full as follows:
ARTICLE VII
The aggregate number of shares which this Corporation shall
have the authority to issue is twenty-six million, five
hundred ninety-five thousand, seven hundred forty-four
(26,595,744) shares of $0.001 par value each, which shares
shall be designated "Common Stock"; and ten million
(10,000,000) shares of $0.001 par value each, which shares
shall be designated "Preferred Stock" and which may be issued
in one or more series at the discretion
of the Board of Directors. In establishing a series, the Board
of Directors shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and
the preferences, rights and restrictions, thereof. All shares
of any one series shall be alike in every particular manner
except as otherwise provided by these Articles of
Incorporation or the Corporation Laws of Nevada.
The Board of Directors of the surviving company shall take such other
actions as may be necessary, if any, to ensure that the designations, rights,
powers, and restrictions of the shares and other securities of the Nevada
Company immediately following the Merger shall be identical to the designations,
rights, powers, and the restrictions of the shares and other securities of the
Colorado Company immediately prior to the Merger, with the sole exception that
the par value of the stock of the surviving corporation shall be $0.001
FOURTH: Pursuant to the approval, adoption, and recommendation of the
Plan of Merger was duly advised, authorized and approved in the manner and by
unanimous approval by the Board of Directors, as required by the corporate
governance documents of the Colorado Company and the Colorado Business
Corporation Act. Pursuant to the satisfaction of all exemptive conditions as
enumerated in Sections 7-111-103(7)(a-d) of the Colorado Business Corporations
Act, the adoption of this Plan of Merger does not recognize its submittal for a
vote of the Company's shareholders, as its purpose is limited solely for
redomiciling the corporation.
FIFTH: The Plan of Merger was duly adopted, authorized and
approved in the manner and by the vote of the Board of Directors required by
the corporate governance documents of the Nevada Company and the Corporation
Laws of the State of Nevada. There being no shareholders of the Nevada Company
a shareholder vote was not taken.
SIXTH: The Plan of Merger is as Follows:
1. Merger. The Colorado Company shall be, and hereby is,
merged into the Nevada Company.
2. Purpose. The purpose for causing the Colorado Company
to merge into the Nevada Company is to redomicile the existing corporation
from Colorado to Nevada.
3. Effective Date. This Agreement and Plan of Merger shall
become effective immediately upon compliance with the laws of the States of
Colorado and Nevada, the time of such effectiveness being herein called the
Effective Date.
4. Surviving Corporation. The Nevada Company shall survive
the Merger herein contemplated and shall continue to be governed by the
laws of the State of Nevada, but the separate corporate existence of the
Colorado Company shall cease forthwith upon the Effective Date.
5. Compliance With Colorado State Statutes. In accordance
with Colorado State Corporations Laws, Sections 7-111-103(7a-d).
(a) This Plan of Merger will not cause the Articles of
Incorporation of the surviving corporation to differ from its Articles of
Incorporation before the merger, with the sole exception that the par value of
the stock of the surviving corporation shall be $0.001, instead of $0.01.
(b) This Plan of Merger will not affect the shareholders of
the surviving corporation whose shares were outstanding immediately before the
merger , in that they will hold the same number of shares, with identical
designations, preferences, limitations, and relative rights, immediately after
the merger.
(c) The number of voting shares outstanding immediately after
the merger, plus the number of voting shares issuable as a result of the merger
either by the conversion of the securities issued pursuant to the merger or by
the exercise of rights and warrants issued pursuant to the merger, will not
exceed by more than twenty percent the total number of voting shares of the
surviving corporation outstanding immediately before the merger.
(d) The number of participating shares outstanding immediately
after the merger, plus the number of participating shares issuable as a result
of the merger either by the conversion of securities issued pursuant to the
merger or by the exercise of rights and warrants issued pursuant to the merger,
will not exceed by more than twenty percent the total number of participating
shares outstanding immediately before the merger.
6. Articles of Incorporation. The present Articles of Incorporation of
the Nevada Company, as amended pursuant to this Agreement, shall be the Articles
of Incorporation of the Nevada Company following the Effective Date unless and
until the same shall be amended or repealed in accordance with the provisions
there of and the laws of the State of Nevada.
7. Bylaws. The present Bylaws of the Colorado Company shall
be the Bylaws of the Nevada Company following the Effective Date unless and
until the same shall be amended or repealed in accordance with the provisions
thereof.
8. Further Assurance of Title. If at any time the Colorado Company
shall consider or be advised that any acknowledgments or assurances in law or
other similar actions are necessary or desirable in order to acknowledge or
confirm in or to the Nevada Company any right, title or interest of the Colorado
Company held immediately prior to the Effective Date, the Colorado Company and
its proper officers and directors shall and will execute and deliver all such
acknowledges or assurances in law and do all things necessary or proper to
acknowledge or confirm such right, title or interest in the Nevada Company and
shall be necessary to carry out the purposes of this Agreement and Plan of
Merger, and the Nevada Company and the proper officers and directors therefor
are fully authorized to take any and all such action in the name of the Company
or otherwise.
9. Conversion of Outstanding Shares and Other Securities. Forthwith
upon the Effective Date, each of the issued and outstanding shares of Common
Stock of the Colorado Company shall be converted into one (1) fully paid and
nonassessable share of Common Stock of the Nevada Company, each of the issued
and outstanding shares of the Preferred Stock of the Colorado Company shall be
converted into one (1) fully paid and nonassessable share of Preferred Stock in
the Nevada Company, and each of any and all other issued and outstanding
securities of the Colorado Company shall be converted into one (1) of the
identical securities of the Nevada Company. Each share of Common Stock and
Preferred Stock of the Nevada Company and any and all other securities of the
Nevada Company immediately following the Merger shall have the same
designations, relative rights, privileges, powers, and restrictions as the
Common Stock and/or Preferred Stock and/or other securities of the same type,
designation, class, and/or series of the Colorado Company immediately prior to
the Merger, with the sole exception that the par value of the stock of the
Nevada Company shall be $0.001. Existing certificates representing shares of
Common Stock or Preferred Stock or any other security of the Colorado Company
which was issued and outstanding on the Effective Date shall be overstamped upon
their presentation to the transfer agent of the Nevada Company to reflect this
merger.
10. Facsimile Counterpart. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the other party,
the party who receives the transmission may rely upon the electronic facsimile
as a signed original of this Agreement.
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11. Book Entries. The merger contemplated hereby shall be
treated as a pooling of interests and as of the Effective Date entries shall
be made upon the books of the Nevada Company in accordance with the Following:
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(a) The assets and liabilities of the Nevada Company shall be
recorded at the amounts at which they are carried on the books of the Colorado
Company immediately prior to the Effective Date.
(b) There shall be credited to the Capital Account an amount
equal to that carried on the Capital Account of the Colorado Company immediately
prior to the Effective Date.
(c) There shall be credited to the Capital Surplus Account an
amount equal to that carried on the Capital Surplus Account of the Colorado
Company immediately following the Effective Date.
(d) There shall be credited to the Earned Surplus Account an
amount equal to that carried on the Earned Surplus Account of the Colorado
Company immediately following the Effective Date.
12. Principal Office. The principal office of the Nevada
Company shall be located at 0000 X.Xxxxxx Xx., Xxx. 000, Xxxxxxxxxx, XX 00000
following the Effective Date unless and until the Company shall fix another
location to be its principal office.
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IN WITNESS WHEREOF, The undersigned Corporation has caused these
Articles of Merger to be signed by a duly authorized officer and attested by
another such officer, on the dates stated below.
ATTEST: ATTEST:
Xxxxxx Resources, Inc. Xxxxxx Resources, Inc.
(a Colorado Corporation) (a Nevada Corporation)
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/s/ Xxxxx X. Xxx /s/ Xxxxx X. Xxx
President President
Dated: July 6, 1995 Dated: July 6, 1995
Xxxxxx Resources, Inc. Xxxxxx Resources, Inc.
(a Colorado Corporation) (a Nevada Corporation)
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/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
Director Director
Dated: July 5, 1995 Dated: July 5, 0000
XXXXX XX XXXXXXX )
) SS.
COUNTY OF___________ )
BEFORE ME, The undersigned authority, a Notary Public, on this day
personally appeared Xxxxx Xxx, President of Xxxxxx Resources, Inc.., a Nevada
Corporation, known to me (or on the basis of satisfactory evidence) to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same as a duly authorized officer of
such corporation, for the purpose and consideration therein expressed, in the
capacity therein stated and as the act and deed of such corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 20th day of July, 1995.
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/s/ Notary Public, State of Arizona
My Commission Expires:
September 13, 1998
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