Contract
| 3.4 |
Form
of Plan of Merger
|
This
Plan
of Merger is made and entered into this 2nd day of July, 2007, by and between
SILVER HILL MINES, INC., a Nevada corporation, ("SILVER HILL NEVADA)@
or the
ASurviving
corporation"), and SILVER HILL MINES, INC., a Washington corporation,
(ASILVER
HILL WASHINGTON, "Disappearing Corporation").
RECITALS
A.
SILVER
HILL NEVADA is a corporation organized and existing under the laws of the State
of Nevada and has authorized capital stock consisting of 300,000,000 shares
of
capital stock, of which no shares are issued and outstanding.
B.
SILVER
HILL WASHINGTON is a corporation organized and existing under the laws of the
State of Washington and has authorized capital stock consisting of 300,000,000
shares, of which 49,918,961 shares are issued and outstanding being owned by
the
SILVER HILL WASHINGTON shareholders.
C.
The
Board of Directors of SILVER HILL NEVADA and SILVER HILL WASHINGTON,
respectively, deem it advisable for SILVER HILL WASHINGTON to merge with and
into SILVER HILL NEVADA.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SILVER HILL NEVADA and SILVER HILL WASHINGTON hereby agree to the
following Plan of Merger:
1.
Names
of Constituent Corporations.
SILVER
HILL MINES, INC., a Washington corporation will merge with and into SILVER
HILL
MINES, INC., a Nevada corporation. SILVER HILL MINES, INC. will be the Surviving
Corporation.
2.
Terms
and Conditions of Merger.
The
effective date of merger will be the date upon which the Articles of Merger
are
filed with the Washington and Nevada Secretaries of State. Upon the effective
date of the merger the separate corporate existence of SILVER HILL WASHINGTON
will cease; title to all property owned by SILVER HILL WASHINGTON will be vested
in SILVER HILL NEVADA without reversion or impairment; and the Surviving
Corporation will have all liabilities of SILVER HILL WASHINGTON. Any proceeding
pending by or against SILVER HILL WASHINGTON may be continued as if such merger
did not occur, or the Surviving Corporation may be substituted in the proceeding
for SILVER HILL WASHINGTON.
3.
Governing
Law.
The laws
of the State of Nevada will govern the Surviving Corporation.
4.
Name.
The name
of the Surviving Corporation will be SILVER HILL MINES, INC.
5.
Registered
Office.
The
present address of the registered office of the Surviving and Disappearing
corporation=s
is
00000 Xxxx 00xx
Xxx.,
Xxxxxxxxxx, XX 00000.
6.
Accounting.
The
assets and liabilities of SILVER HILL NEVADA and SILVER HILL WASHINGTON
(collectively the "Constituent Corporations") as of the effective date of the
merger will be taken up on the books of the Surviving Corporation at the amounts
at which they are carried at that time on the respective books of the
Constituent Corporations.
7.
Bylaws.
The
Bylaws of SILVER HILL NEVADA as of the effective date of the merger will be
the
Bylaws of the Surviving Corporation until the same will be altered or amended
in
accordance with the provisions thereof.
8.
Directors.
The
directors of SILVER HILL NEVADA as of the effective date of the merger will
be
the directors of the Surviving Corporation until their respective successors
are
duly elected and qualified.
9.
Manner
and Basis of Converting Shares.
As of
the effective date of the merger:
(a)
The
Surviving Corporation will retire or cancel all of the shares of SILVER HILL
WASHINGTON by issuing to each SILVER HILL MINES shareholder one (1) share of
SILVER HILL NEVADA share for each share of SILVER HILL WASHINGTON share. Any
shares of stock of SILVER HILL WASHINGTON in the treasury on the effective
date
of the merger will be surrendered to the Surviving Corporation for cancellation,
and no shares of the Surviving Corporation will be issued in respect
thereof.
10.
Shareholder
Approval.
This
Plan of Merger was submitted to the shareholders of SILVER HILL WASHINGTON
(R.C.W. 23B311.030) for approval in the manner provided by law. The Articles
of
Merger will be filed as required under the laws of the States of Washington
and
Nevada.
11.
Rights
of Dissenting Shareholders.
There
are no dissenting shareholder rights associated this change in corporate
domicile.
12.
Termination
of Merger.
This
merger may be abandoned at any time prior to the filing of Articles of Merger
with the Secretary of State, upon a vote of a majority of the Board of Directors
of both SILVER HILL NEVADA and SILVER HILL WASHINGTON. If the merger is
terminated, there will be no liability on the part of either Constituent
Corporation, their respective Boards of Directors, or shareholders.
13.
Counterparts.
This
Plan of Merger may be executed in any number of counterparts, and all such
counterparts and copies will be and constitute an original
instrument.
IN
WITNESS WHEREOF, this Plan of Merger has been adopted by the undersigned
corporations as of this 2nd
day of
July, 2007.
| SILVER HILL MINES, INC. | SILVER HILL MINES, INC. | |||
| a Nevada corporation. | a Washington corporation. | |||
| By: |
/s/
Xxxxx Xxxxxxxxx
|
By: |
/s/
Xxxxx Xxxxxxxxx
|
|
| Title: President | Title: President | |||
