EXHIBIT 2.1.2
ARTICLES OF MERGER
These Articles of Merger entered into this 23rd day of September, 2002 by and
between Patagonia Gold (BVI) Limited (the "Surviving Company") and Patagonia
Gold Corporation (the "Merging Company"), WITNESSETH as follows:
1. The parties hereto do hereby adopt the Plan of Merger a copy of which is
annexed hereto to the intent that the merger shall be effective on November
29, 2002 (the "effective date").
2. The Articles of Incorporation of the Merging Company were filed with the
Registrar of Companies in the State of Florida, USA on the 31st day of
March, 1993.
3. The Memorandum and Articles of the Surviving Company were registered with
the Registrar of Companies in the British Virgin Islands on the 23rd day of
August, 2002.
4. The Merger was approved for both the Surviving Company and the Merging
Company by Resolutions of directors respectively dated the 18th and 18th
days of September, 2002.
5. The Surviving Company has complied with all the provisions of the laws of
the British Virgin Islands and the Merging Company has complied with all
the provisions of the laws of the State of Florida, USA, to enable them to
merge upon the effective date.
6. The Merger was approved for the Surviving Company by resolution of
directors and dated the 18th day of September, 2002, and the Merging
Company by resolutions of directors and resolutions of members or
shareholders dated the 18th day of September, 2002 and 28th day of June
2002.
IN WITNESS WHEREOF the parties hereto have caused these Articles of Merger to be
executed on this 21st day of October, 2002
SIGNED and DELIVERED for and )
on behalf of the )
PATAGONIA GOLD (BVI) LIMITED ) /s/ A Xxxxxxx Xxxxxxxxxx
) ------------------------
by A. Xxxxxxx Xxxxxxxxxx ) A. Xxxxxxx Xxxxxxxxxx
a duly authorised director before me ) Director
Xxxx Xxxxx Xxxxxxxx
-------------------
Name
Xxxx Xxxxxx Associates
Barristers and Solicitors
0000 Xxxxxxxx Xxx, Xxxx, Xxxxx X-000X
Xxxxxxxxxx, Xxxxxxx X0X 0X0
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Address
/s/ Xxxx X Xxxxxxxx
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Notary Public
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SIGNED and DELIVERED for and )
on behalf of )
PATAGONIA GOLD CORPORATION )
by Xxxxx Longair ) /s/ Xxxxx Longair
) -----------------
a duly authorized director before me ) Xxxxx Longair
) Director
Xxxxx X Xxxxxx
--------------
Name
Barrister & Solicitor
Suite 1750 - 1185 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
-------------------------------
Address
/s/ Xxxxx X Xxxxxx
------------------
Notary Public
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