ARTICLES OF MERGER
CONTAINING
THE
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2005, is
entered into by and between CAGI Transition, Inc., a Wyoming corporation
("Transition"), Chiriquitos Mining, Inc., a Wyoming corporation ("Chiriquitos")
and Capital Hill Gold, Inc. a Florida corporation ("CAGI"), to effectuate the
merger of Transition with and into Chiriquitos (the "Merger") under Section
368(a)(2)(A) of the Internal Revenue Code of 1986. Transition and Chiriquitos
are hereinafter collectively referred to as the "Constituent Corporations."
Chiriquitos is sometimes hereinafter referred to as the "Surviving Corporation."
This Agreement and Plan of Merger is intended to be filed with the state of
Wyoming as the Articles of Merger required by Section 17-16-1105 of the Wyoming
Business Corporation Act (the "Act").
RECITALS
A. CAGI owns all of the outstanding 100 shares of common
stock of Transition, which is the only
class outstanding (the "Transition Common Stock").
B. CAGI, Chiriquitos and Transition have agreed that Chiriquitos
and Transition shall merge with Chiriquitos to be the Surviving Corporation. The
Merger has been approved by the Boards of Directors of the Constituent
Corporations on March 17, 2005. This Agreement and the issuance of the CAGI
shares of Common Stock pursuant to Section 4 hereof has also been approved by
the CAGI Board of Directors on March 17, 2005.
C. In respect of Transition, CAGI, as the holder of all of the
outstanding 100 shares of common stock of Transition, the only class of shares
outstanding, has approved the Merger by written consent action dated March 17,
2005. The number of votes cast by CAGI as the sole shareholder of Transition was
sufficient for the approval of the Merger.
D. In respect of Chiriquitos, the Merger was approved by all of the
holders of the outstanding 10,000,000 shares of common stock of Chiriquitos,
that being the only class of stock outstanding, by shareholder meeting dated
March 10, 2005. The number of votes cast by the shareholders of Chiriquitos was
sufficient for the approval of the Merger
E. In respect of CAGI, the Merger does not require the
consent of CAGI shareholders under the Florida Business Corporation Act because
CAGI is not one of the Constituent Corporations.
NOW, THEREFORE, in order to prescribe (a) the terms and conditions
of the Merger; (b) the method of carrying the same into effect; (c) the manner
and basis of converting and exchanging the shares of Chitiquitos Common Stock
into shares of CAGI Common Stock; and (d) such other details and provisions as
are deemed necessary or desirable; and in consideration of the foregoing
recitals and the agreements, provisions and covenants herein contained, CAGI,
Transition and Chiriquitos hereby agree as follows:
1. Effective Date. The Merger shall become effective
upon the filing of a copy of these Articles of Merger with the Secretary of
State of Wyoming, as required by Section 17-16-1105 of the Act. The date
and time on which the Merger becomes effective is hereinafter referred to as
the "Effective Date."
2. Merger. At the Effective Date, Transition shall merge with and
into Chiriquitos with Chiriquitos being the Surviving Corporation and the
separate corporate existence of Transition shall cease. The corporate identity,
existence, purposes, franchises, powers, rights and immunities of Transition at
the Effective Date shall be merged into Chiriquitos which shall be fully vested
therewith. Chiriquitos shall be subject to all of the debts and liabilities of
Transition as if Chiriquitos had itself incurred them and all rights of
creditors and all liens upon the property of each of the Constituent
Corporations shall be preserved unimpaired, provided that such liens, if any,
upon the property of Chiriquitos shall be limited to the property affected
thereby immediately prior to the Effective Date.
3. Articles of Incorporation. At the Effective Date,
the Articles of Incorporation of
Chiriquitos shall be the Articles of Incorporation of the Surviving Corporation,
without amendment.
4. Effect of Merger on Outstanding Shares, Options and Warrants.
(a) Disappearing Corporation Shares. Each
share of Transition Common Stock issued and outstanding immediately prior
to the Effective Date of the Merger shall be unaffected.
(b) Surviving Corporation Shares. At the Effective Date, each issued and
outstanding share of Chiriquitos Common Stock shall be converted into 1
fully paid and non-assesable share of CAGI common stock.
(c) Debentures. At the Effective Date, each Convertible Debenture of
Chiriquitos shall be converted into a Convertible Debenture of like terms of
CAGI.
5. Other Provisions.
(a) Governing Law;. This Agreement shall
be governed by and construed in
accordance with the laws of the State of Wyoming.
(b) Counterparts. These Articles of Merger may be
executed in any number of counterparts and each
such counterpart shall be deemed to be an original
instrument, but all of such counterparts together
shall constitute but one agreement.
(c) Further Assurances. Each party to this
Agreement shall from time to time upon the request
of any other party, execute and deliver and file
and record all such documents and instruments and
take all such other action as such corporation may
request in order to vest or evidence the vesting
in Chiriquitos of title to and possession of all
rights, properties, assets and business of
Transition to the extent provided herein, or
otherwise to carry out the full intent and purpose
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these Articles
of Merger to be executed on behalf of the parties hereto as of the day and year
first above written.
CHIRIQUITOS MINING, INC. CAGI TRANSITION, INC.
By: /s/ Jehu Hand By: /s/ Xxxxxx Xxxxxxx
Xxxx Hand Xxxxxx Xxxxxxx
President President
CAPITAL HILL GOLD, INC.
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
President
