EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is made and entered into this 11th day of
August, 1995, by and between LUCKY THREE MINING CO, a Washington corporation
with corporate offices located at Suite 000 Xxxx 000 Xxxxxxx, Xxxxxxxxxx Trust
Xxxx Xxxxxxxx, Xxxxxxx, XX 00000 ("LUCKY THREE"), and PELLET AMERICA
CORPORATION, a Nevada corporation with corporate offices located at Suite 000
Xxxx 000 Xxxxxxx, Xxxxxxxxxx Trust Xxxx Xxxxxxxx, Xxxxxxx, XX 00000 ("PELLET
AMERICAL" or the "surviving Corporation")
RECITALS
A) PELLET AMERICA is a corporation organized under the laws of the State of
Nevada and has authorized capital stock outstanding of 50,000,000 shares of
common stock with a par value of $0.001 per share of which 1,000 shares are
issued and outstanding, and held by LUCKY THREE
B) Pellet America was organized for the purpose of moving the State of
Domicile of the Surviving Corporation to Nevada, and is a wholly owned
subsidiary of LUCKY THREE. The merger qualifies for short form merger status
transactions pursuant to Section 368 of the Internal Revenue Code.
B) The Board of Directors of LUCKY THREE and PELLET AMERICA, responsively,
advisable LUCKY THREE to merge with and into PELLET AMERICA.
NOW, THEREFORE, a consideration of the mutual covenants and agreements contained
herein, LUCKY THREE and PELLET AMERICA, hereby agree to the following Agreement
and Plan of Merger.
1. Name of Corporations LUCKY THREE will merge with PELLET AMERICA, PELLET
AMERICA will be the Surviving Corporation.
2. Terms and Conditions of Merger The effective date of merger shall be
August 15, 1995 or the date, which the Articles of Merger are filed with the
Secretary of State of Nevada and Washington, occurs after August 15, 1995. Upon
the effective date of the merger the separate corporate existence of LUCKY THREE
shall cease. Other property owned by LUCKY THREE or PELLET AMERICA shall be
vested as PELLET AMERICA without reversion or impairment, and the Surviving
Corporation shall have all of LUCKY THREE, and PELLET AMERICA.
3. Governing Law The laws of the State of Nevada shall govern the Surviving
Corporation.
4. Name The name of the Surviving Corporation shall be PELLET AMERICA
CORPORATION.
5. Registered Office The address of the registered office of the Surviving
Corporation shall be 000 Xxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, Xxxxxx 00000,
and the name of the registered agent at the registered office is Capital
Document Services, Inc.
6. Accounting The assets and liabilities of PELLET AMERICA< and LUCKY THREE
(collectively the "Constituent Corporation") as of the effective date of the
merger shall be taken up on the books of the Surviving Corporation t the amount
at which they are craned at the respective books of the Constituent
Corporations.
7. Articles of Incorporation The Articles of Incorporation of PELLET AMERICA
as presently formulated shall the Articles of Incorporation of the Surviving
Corporation.
8. Bylaws. The Bylaws of PELLET AMERICA as of the effective date of the
merger shall be the Bylaws of the Surviving Corporation until the same shall be
aimed or amended in accordance with the provisions thereof.
9. Directors. The Directors of PELLET AMERICA as of the effective date of
the merger shall be the directors of the Surviving Corporation until respective
successors are duly elected and qualified.
10. Shares of LUCKY THREE PELLET AMERICA are currently a wholly owned
subsidiary of LUCKY THREE and upon completion of the merger, the separate
corporate existence of LUCKY THREE shall cease. Upon completion of the merger,
the shareholders of LUCKY THREE will receive share of PELLET AMERICA on a one
share issued in PELLET AMERICA for each twenty-five shares of LUCKY THREE stock
held. The shares of PELLET AMERICA currently owned by LUCKY THREE will be
cancelled upon completion of the merger so that the only shares of PELLET
AMERICA issued after the merger will be owned by the current shareholders of
LUCKY THREE.
11. Approval. This action is being undertaken pursuant to the laws of the
States of Nevada and Washington upon the current and approval of the Board of
Directors of each of the Constituent Corporation. The shareholders of LUCKY
THREE have also approved the transaction. The Board of Directors of LUCKY THREE
has adopted this Agreement and Plan of Merger in completion with the
requirements of Nevada and Washington law.
12. Counterparts This agreement and Plan of Merger may be executed in any
number of counterparts, and all such counterparts and copies shall be and
constitute an original instrument.
IN WITNESS WHEREOF, this agreement and Plan of Merger has been adopted by the
undersigned, corporations as of this 11th day of August, 1995.
PELLET AMERICA CORPORATION
By: /s/ Xxxxxxxx X Xxxxx
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Name: Xxxxxxxx X Xxxxx
Its Secretary / Treasurer and Director
LUCKY THREE, INC.
By: /s/ Xxxxxxxx X Xxxxx
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Name: Xxxxxxxx X Xxxxx
Its Secretary / Treasurer and Director
