[961168718 M $85.00]
[SECRETARY OF STATE]
[12-06-96 11:48 ]
ARTICLES OF MERGER
CHANGE OF NAME
ARTICLES OF MERGER (these "Articles") mad and entered into as of the
7th day of November, 1996 by and between Lakota Energy, Inc., a Colorado
corporation ("Lakota") and Chancellor Trading Group, Inc., a Colorado
corporation ("Chancellor"). These Articles are adopted pursuant to, Section
0-000-000 of the Colorado Business Corporation Act. All of such laws expressly
permit the merger described herein; subject to and pursuant to all the terms
and conditions as set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Chancellor, a Colorado corporation, shall be the survivor corporation.
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, Chancellor has authority to issue
50,000,000 shares of common stock (the "Chancellor Common Shares") no par
value, of which 1,801,000 common shares are issued and outstanding and
5,000,000 shares of non-voting preferred stock, no par value per share of
which no preferred share are issued and outstanding.
On the date of these Articles of Merger, Lakota has authority to issue
15,000,000 shares of common stock, no par value (the "Lakota Common
Shares"), of which 4,593,750 shares am issued and outstanding. Lakota has
the authority to issue 5,000,000 shares of preferred stock, no par value, of
which no preferred shares are issued and outstanding.
ARTICLE III
SHAREHOLDER VOTE
On November 6, 1996, pursuant to written consent shareholders entitled to
vote on the action constituting 100% of the outstanding 4,593,750 Lakota
Common Shares approved the Agreement of Merger, none opposed. Said number of
votes was sufficient for approval by the stockholders.
On November 6, 1996, pursuant to written consent, shareholders entitled to
vote on the action constituting 100% of the outstanding Chancellor Common
Shares approved the Agreement of Merger, none opposed. Said number of vows
was sufficient for approval by the stockholders.
ARTICLE IV
PLAN OF MERGER
The executed agreement of merger is on file at the principal place of
business of the surviving corporation. Said address is 0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
The terms of the Agreement of Merger are as follows:
(1) Merger. Lakota shall be merged with and into Chancellor, and Chancellor
shall be the survivor corporation ("Survivor Corporation") of the merger
("Merger"), effective upon the date when this Merger Agreement is made
effective in accordance with applicable laws (the "Effective Date").
(2) Amendment to Articles. Article One of the Articles of Incorporation of
the Survivor Corporation shall be amended to read:
The name of the corporation shall be Lakota Energy, Inc.
(3) Directors and Officers and Governing Documents. The directors and
officers of Chancellor shall, redsign. The directors of Chancellor shall
appoint the nominees designated by Lakota to the Board of Directors of the
Survivor Corporation.
The Bylaws of Chancellor, in effect on the Effective Date, shall continue
to be the Bylaws of the Surviving Corporation without change or amendment
until further amended in accordance with the provisions thereof and
applicable laws.
(4) Succession. On the Effective Date, Lakota shall succeed to Chancellor
in the manner of and as more fully set forth in the Colorado Revised Statutes.
(5) Further Assurances. From time to time, as and when required by
Chancellor or by its successors and assigns, there shall be executed and
delivered on behalf of Lakota such deeds and other instruments, and there
shall be taken or caused to be taken by it such further and other action, as
shall be appropriate or necessary in order to vedst, perfect or confirm, of
record or otherwise, in Chancellor the title to and possession of all the
property, interests, assets, tights, privileges, immunities, powers,
franchises and authority of Lakota, and otherwise to carry out the purposes
of this Merger Agreement, and the officers and directors of Chancellor are
fully authorized in the name and on behalf of Lakota or otherwise to take
any and all such action and to execute and deliver any and all such deeds
and other instruments.
(6) Stock of Chancellor. Upon the Effective Date, by virtue of the merger
and without any action on die part of the holder thereof, each. Chancellor
Common and Preferred Sham outstanding immediately prior thereto shall be
changed and converted into 1,801,000 and 300, respectively, fully paid and
nonassessable shares of the Survivor Corporation's common stock ("Survivor
Common Shares").
(7) Stock of Lakota. On and after the Effective Date, all of the outstanding
certificates which prior to that time represented Lakota Common Shares shall
be recalled and canceled and 9,187,500 restricted Survivor Common Sham shall
be issued to current Lakota in proportion to their ownership percentage. The
registered owner on the books and records of Lakota or its transfer agents
of any such outstanding stock certificate shall, until such certificate
shall have been surrendered for transfer or otherwise accounted for to
Chancellor or its transfer agents, have and be entitled to exercise any
voting and other tights with respect to and to receive any dividend and
other distributions upon the Survivor Common Shares evidenced by such
outstanding certificate as above provided.
(8) Covenants of Chancellor. Chancellor covenants and agrees that it will,
on or before the Effective Date:
(i) Qualify to do business as a foreign corporation in the State of
Georgia, and in connection therewith irrevocably appoint an agent for
service of process as required under the provisions of the Georgia Business
Corporation Code; and
(ii) File any and all documents with the Georgia Department of Revenue
necessary to the assumption by Chancellor of all of the tax liabilities of
Lakota.
(9) Book Entries. As of the Effective Date, entries shall be made upon the
books of Chancellor in accordance with the following.
(a) The assets and liabilities of Lakota shall be recorded at the amounts at
which they were carried on the books of Lakota immediately prior to die
Effective Date, with appropriate adjustments to reflect the retirement of
the Lakota Common Shares presently issued and outstanding.
(b) There shall be credited to the common stock account of the Survivor
Corporation the aggregate amount of the stated value of all Chancellor
Common Shares resulting from the conversion of the outstanding Lakota Common
Shares pursuant to the merger.
(C) There shall be credited to the retained earnings account of Chancellor
the aggregate of the amount carded in the retained earnings account of
Lakota immediately prior to the Effective Date.
(10) Access to Documentation. Prior to the merger, Chancellor and Lakota
shall provide each other full access to their books and records, and shall
furnish financial and operating data and such other information with respect
to their business and assets as may reasonably be requested from time to
dram If the proposed transaction is not consummated, all parties shall keep
confidential any information any (unless ascertainable from public filings or
published information) obtained concerning each others operations, assets
and business.
(11) Merger Expenses. Lakota shall pay the legal, accounting and any other
expenses reasonably incurred in connection with this transaction not to
exceed $5,000. Each party shall bear its own expenses if the transaction is
not consummated.
(12) Abandonment. At any time before the effective Date, this Merger
Agreement may be terminated and the merger may be abandoned by the Board of
Directors of either Chancellor or Lakota or both, notwithstanding approval
of this Agreement by the shareholders of Chancellor or the shareholders of
Lakota or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly
approved by resolution of die Boards of Directors of Chancellor and Lakota
and their respective shareholders, is hereby executed on behalf of each of
said two corporations by their respective officers hereunto duly authorized.
Chancellor Trading Group, Inc. ATTEST:
A Colorado corporation
/s/Unknown /s/Unknown
President Secretary
Lakota Energy, Inc. ATTEST:
A Colorado corporation
/s/Xxx Xxxxxxxx /s/Xxxxxx Xxxxxx
President Secretary
State of Georgia )
)ss.
County of Cabb )
On the 7th day of November, 1996, personally appeared before me the
President of Lakota Energy, Inc. a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
/s/Xxxxx X. Xxxxxxxx
NORARY PUBLIC
000 Xxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
Address
My Commission Expires: [Stamp of Xxxxx X. Xxxxxxxx]
[December 28, 1998]
[NOTARY SEAL]
State of Georgia )
)ss.
County of Cabb )
On the 7th day of November, 1996, personally appeared before me the Secretary
of Lakota Energy, Inc., a Colorado corporation, the signer of the above
instrument who duly acknowledged to me that he executed the same on behalf
of said corporation pursuant to duly adopted director's resolutions.
/s/Xxxxx X. Xxxxxxxx
NOTARY PUBLIC
000 Xxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
Address
My Commission Expires: [Stamp of Xxxxx X. Xxxxxxxx]
[December 28, 1998 ]
[NOTARY SEAL]
City of Surrey, Province of British Columbia )
)ss.
County of Canada )
On the 14th day of November, 1996, personally appeared before me the
President of Chancellor Trading Group, Inc., a Colorado corporation, the
signer of the above instrument who duly acknowledged to me that he executed
the same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxx Xxxxxxx
NOTARY PUBLIC
[Stamp of Xxxx Xxxxxxx]
[Notary Public]
[#200-1676 Xxxxxx Xxxxx]
[Xxxxxx, X.X. X0X 0X0]
[Tel. (000) 000-0000]
My Commission Expires: Permanent
SEAL
City of Surrey, Province of British Columbia )
)ss.
County of Canada )
On the 14th day of November, 1996, personally appeared before me theSecretaryof
Chancellor Trading Group, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
/s/Xxxx Xxxxxxx
NOTARY PUBLIC
[Stamp of Xxxx Xxxxxxx]
[Notary Public]
[#200-1676 Xxxxxx Xxxxx]
[Xxxxxx, X.X. X0X 0X0]
[Tel. (000) 000-0000]
My Commission Expires: Permanent
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state, that
he is the Secretary of Chancellor Trading Group, Inc., a Colorado
corporation, and that he has read the foregoing Articles of Merger and knows
the contents thereof, and does hereby certify that these Articles of Merger
contain a truthful statement of the Agreement of Merger as duly adopted by
the Board of Directors.
/s/Unknown
Secretary
City of Surrey, Province of British Columbia )
)ss.
County of Canada )
On the 14 day of November, 1996, personally appeared before me the Secretary
of Chancellor Trading Group, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
/s/Xxxx Xxxxxxx
NOTARY PUBLIC
[Stamp of Xxxx Xxxxxxx]
[Notary Public]
[#200-1676 Xxxxxx Xxxxx]
[Xxxxxx, X.X. X0X 0X0]
[Tel. (000) 000-0000]
My Commission Expires: Permanent
SEAL
VERIFICATION
The undersigned, after being duty sworn does hereby depose and state, that
he is the Secretary of Lakota Energy, Inc., a Colorado corporation, and that
he has read the foregoing Articles of Merger and knows the contents thereof,
and does hereby certify that these Articles of Merger contain a truthful
statement of the Agreement of Merger as duly adopted by the Board of
Directors by a majority of the stockholders of the corporation.
/s/Xxxxxx Xxxxxx
Secretary
State of
)ss.
County of
On the 14th day of November, 1996, personally appeared before me the
Secretary of Lakota Energy, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on behalf
of said corporation pursuant to duly adopted director's resolutions.
/s/Xxxxx X. Xxxxxxxx
NOTARY PUBLIC
000 Xxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
Address
My Commission Expires: [Stamp of Xxxxx X. Xxxxxxxx]
[December 28, 1998 ]
[NOTARY SEAL]
MERGER CONSOLIDATION
CANCELLATION OF LIMITED PARTNERSHIP DUE TO MERGER
DOMESTIC FOREIGN PROFIT NONPROFIT
MERGER #961168718
LAKOTA ENERGY, INC. DP951139679
(COLORADO CORPORATION)
INTO
CHANCELLOR TRADING GROUP, INC. DP951089447
(COLORADO CORPORATION)
THE SURVIVOR
CHANGING ITS NAME TO
LAKOTA ENERGY, INC.
