PLAN AND AGREEMENT OF MERGER OF SOCKEYE SEAFOOD GROUP INC. (a Nevada corporation) AND STARGOLD MINES, INC. (a Nevada corporation)
PLAN
AND
AGREEMENT OF MERGER
OF
(a
Nevada
corporation)
AND
STARGOLD
MINES, INC.
(a
Nevada
corporation)
PLAN
AND
AGREEMENT OF MERGER entered into on November 13, 2006 by Sockeye Seafood Group
Inc., a Nevada corporation ("Sockeye"), and approved by resolution adopted
by
its Board of Directors on said date, and entered into on November 13, 2006,
by
Stargold Mines, Inc., a Nevada corporation ("Stargold"), and approved by
resolution adopted by its Board of Directors on said date.
WHEREAS,
Stargold is the wholly-owned subsidiary of Sockeye:
WHEREAS,
Section 92A.180 of the Nevada Revised Statutes provides that a parent
corporation owning at least 90% of the outstanding shares of each class of
a
subsidiary corporation may merge the subsidiary into itself without obtaining
the approval of the shareholders of the parent corporation or the subsidiary
corporation; that the board of directors of the parent corporation shall adopt
a
plan of merger setting forth the names of the parent and subsidiary and the
conversion terms; and that articles of merger filed under such section may
not
contain amendments to the constituent documents of the surviving entity except
that the name of the surviving entity may be changed;
WHEREAS,
Sockeye and Stargold and the respective Boards of Directors thereof declare
it
advisable and to the advantage, welfare, and best interests of said corporations
and their respective stockholders to merge Stargold with and into Sockeye (the
“Merger”) pursuant to the provisions of Section 92A.180 of the Nevada Revised
Statutes upon the terms and conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreement of
the
parties hereto, being thereunto duly entered into by Sockeye and approved by
a
resolution adopted by its Board of Directors and being thereunto duly entered
into by Stargold and approved by a resolution adopted by its Board of Directors,
the Merger and the terms and conditions thereof and the mode of carrying the
same into effect, are hereby determined and agreed upon as hereinafter in this
Plan and Agreement of Merger set forth.
1. Stargold
shall, pursuant to the provisions of Section 92A.180 of the Nevada Revised
Statutes, be merged with and into Sockeye, which shall be the surviving
corporation from and after the effective time of the Merger and which is
sometimes hereinafter referred to as the "surviving corporation." The separate
existence of Stargold, which is sometimes hereinafter referred to as the
"terminating corporation", shall cease at said effective time in accordance
with
the provisions of the Nevada Revised Statutes.
2. The
present Articles of Incorporation of the surviving corporation will be the
Articles of Incorporation of the surviving corporation and will continue in
full
force and effect, except that the name of the surviving corporation shall be
changed to “Stargold Mines, Inc.”
3. The
present By-Laws of the surviving corporation will be the By-Laws of said
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the Nevada Revised Statutes.
4. The
directors and officers in office of the surviving corporation at the effective
time of the Merger shall be the members of the Board of Directors and the
officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each
issued share of the common stock of the terminating corporation shall, from
and
after the effective time of the Merger, be converted into one (1) share of
the
common stock of the surviving corporation. The surviving corporation shall
not
issue any certificate or scrip representing a fractional share of common stock
but shall instead issue one (1) full share for any fractional interest arising
from the Merger.
6. The
Board
of Directors and the proper officers of the terminating corporation and of
the
surviving corporation are hereby authorized, empowered, and directed to do
any
and all acts and things, and to make, execute, deliver, file, and record any
and
all instruments, papers, and documents which shall be or become necessary,
proper, or convenient to carry out or put into effect any of the provisions
of
this Plan and Agreement of Merger or of the Merger herein provided
for.
7. The
effective time of this Plan and Agreement of Merger, and the time at which
the
Merger herein agreed shall become effective in the State of Nevada, shall be
the
date this Plan and Agreement of Merger, or a certificate of merger meeting
the
requirements of the Nevada Revised Statutes, is filed with the Secretary of
State of the State of Nevada.
8. Notwithstanding
the full approval and adoption of this Plan and Agreement of Merger, the said
Plan and Agreement of Merger may be terminated at any time prior to the filing
thereof with the Secretary of State of the State of Nevada.
9. Notwithstanding
the full approval and adoption of this Plan and Agreement of Merger, the said
Plan and Agreement of Merger may be amended at any time and from time to time
prior to the filing of any requisite merger documents with the Secretary of
State of the State of Nevada.
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IN
WITNESS WHEREOF, this Plan and Agreement of Merger is hereby executed upon
behalf of each of the constituent corporations parties hereto.
Dated:
November 13, 2006
By:
/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
President,
Chief Executive Officer, Chief Financial
Officer,
and
Chief
Accounting Officer,
Secretary, and Director
STARGOLD
MINES, INC.
By:
/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
President,
Chief Executive Officer, Chief Financial
Officer,
and
Chief
Accounting Officer,
Secretary, and Director
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