CERTIFICATE AND AGREEMENT OF MERGER
OF
OLYMPIC ENVIRONMENTAL LTD
A Nevada corporation (file # C 10072-1993)
Pursuant to Section 92a (inclusive) et seq. Nevada Revised Statutes
INTO
VOYAGER GROUP INC.
A Nevada corporation (file # C15403-1996) as the surviving corporation Pursuant
to Section 92a (inclusive) et seq., Nevada Revised Statutes
AGREEMENT OF MERGER dated this 8th day of June 2002 between OLYMPIC
ENVIRONMENTAL LTD, a Nevada Corporation, and all of the Directors thereof and
VOYAGER GROUP INC., a Nevada Corporation and all of the Directors thereof, the
two corporations being thereinafter sometimes called the Constituent
Corporation.
WHEREAS the Board of Directors of each of the merging corporations deem it
advisable and general to the welfare of the Constituent Corporation that these
corporations merge under the terms and conditions hereafter set forth, such
merger to be effected pursuant to statutes of the State of Nevada, and it has
approved and authorized the form of agreement and merger.
WHEREAS OLYMPIC ENVIRONMENTAL LTD. is a corporation duly organized under the
laws of the State of Nevada (Nevada file # C 10072-1993), having been
incorporated August 17, 1993 with authorized capital stock consisting of
250,000,000 shares of common stock with a par value of $.001 per share of which
58,439,261shares (fifty eight million four hundred thirty nine thousand two
hundred and sixty one) are issued and outstanding;
WHEREAS VOYAGER GROUP INC. is a corporation duly organized under the laws of the
State of Nevada (Nevada file # C15403-1996), having been incorporated July 17,
1996 with authorized capital stock consisting of 7,000,000,000 shares of common
stock with one vote per share, of which 6,522,412,585 shares are issued and
outstanding:
WHEREAS the laws of the State of Nevada allow such a merger, and the merging
corporations desire to merge.
NOW THEREFORE, in consideration of the promises and mutual agreements and
covenants herein contained, it is agreed that OLYMPIC ENVIRONMENTAL LTD, a
Nevada Corporation (file # C 10072-1993) and VOYAGER GROUP INC., a Nevada
Corporation (FILE # C15403-1996), which shall be the surviving corporation, and
the terms and conditions of such merger and the mode of carrying it into effect
are and shall be as follows:
1. NAME OF SURVIVING CORPORATION. The name of the Surviving Corporation
shall be NEOTERIC GROUP, INC.. The separate existence of OLYMPIC
ENVIRONMENTAL, LTD. (file # C 10072-1993) a Nevada corporation shall
cease at the effective time of the merger, except insofar as it may be
continued by law or in order to carry out the purpose of this Agreement
of Merger and except as continued in the surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. The Articles of
Incorporation of the surviving Corporation shall be the Articles of
Voyager Group, Inc.
3. BYLAWS. The Bylaws of the surviving Corporation shall be the Bylaws of
Voyager Group, Inc.
4. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and officers of the Surviving Corporation immediately after the
effective date of merger shall be the Officers and Directors of Voyager
Group, Inc.
5. CONVERSION OF SHARES. The manner of converting the shares of the merging
corporations into the shares of the surviving Corporation shall be set
forth in this paragraph as follows:
5 (five) days after the effective date of the merger, each issued and
outstanding share of stock of OLYMPIC ENVIRONMENTAL LTD (file #C
10072-1993)., without any action on the part of the holder thereof,
shall automatically be converted into 3 (three) shares of the surviving
corporation, on a share per share basis and be deemed to retain the
original date of issuance.
6. RIGHTS OF SHAREHOLDERS. After the effective date of the merger, and filing
of the Agreement of Merger, shareholders of OLYMPIC ENVIRONMENTAL, LTD
shall cease to have any rights as a shareholder of OLYMPIC ENVIRONMENTAL
LTD except insofar as these rights may be continued by the furthering of
this Agreement or statue, and shall assume the rights of a shareholder of
the surviving Corporation.
7. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the respective jurisdictions
of the Merging Corporations, and that the matter was approved by the
various meetings of the shareholders of the Merging Corporations. The
various shareholders voted as follows:
CORPORATION AUTHORIZED OUTSTANDING FOR AGAINST
VOTES VOTES
Olympic Environmental Ltd:
250,000,000 58,439,281 58,288,235 -0-
(151,026 non-voting)
The merger was approved by a majority vote.
Voyager Group, Inc. (re-structured)
7,000,000,000 6,522,412,585 4,100,000,000 -0-
(2.422,412,585 non-voting )
The merger was approved by a majority vote.
8. ASSURANCE OF TITLE. Upon the effective date of this Agreement the
surviving Corporation shall assume all debts and liabilities of the
Merging Corporations in their entirety and without protest.
9. The effective date of this merger is June 8, 2002.
IN WITNESS WHEREOF each of the merging corporations, pursuant to authority duly
granted by its Board of Directors, have caused this Agreement of Merger to be
executed by its sole signing officer.
Under penalty of perjury, the respective SOLE SIGNING OFFICERS of the merging
corporations do hereby certify that the above Merger Agreement was adopted as
set forth in the above Agreement and that said resolution has not been revoked
or amended.
DATED this 8th day of June, 2002.
/s/ /s/
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Olympic Environmental Ltd. VOYAGER GROUP INC.
Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx
Director President/Director
