Exhibit 2.3
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
ADVENTURE MINERALS, INC., A NEVADA CORPORATION
AND
AVML SUB ONE CORPORATION, A NEVADA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into this 18/th/
day of September, 2000 by and between Adventure Minerals, Inc., a Nevada
corporation (the "Parent Corporation") located at 000 Xxxxxxxxxx Xxxxxx Xx.,
Xxxxx 0000 Xxx Xxxxx, Xxxxxx 00000 and AVML Sub One Corporation, a Nevada
corporation (the, "Subsidiary Corporation"), located at 000 Xxxxxxxxxx Xxxxxx
Xx., Xxxxx 0000 Xxx Xxxxx, Xxxxxx 00000. In consideration of the covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Background. Parent Corporation holds all of the issued and outstanding
shares of stock of Subsidiary Corporation. The parties have deemed it advisable
and in the best interests of each party and their respective shareholders to
merge the Subsidiary Corporation with and into the Parent Corporation (the
"Merger") as authorized by the laws of the State of Nevada.
2. Merger; Effectiveness. The Subsidiary Corporation shall be merged with and
into the Parent Corporation pursuant to the applicable provisions of Chapters 78
and 92A of the Nevada Revised Statutes, as amended, and in accordance with the
terms of this Agreement. Upon execution by the Parent Corporation and Subsidiary
Corporation of Articles of Merger incorporating this agreement and the filing of
the Articles of Merger with the Secretary of State of Nevada, the Merger shall
become effective (the "Effective Time of the Merger.")
3. Conversion of Shares. At the Effective time of the Merger, by virtue of the
Merger, every share of the common stock of the Subsidiary Corporation shall be
retired and the certificates shall be deemed cancelled.
4. Rights, Duties Powers, Liabilities, Etc. At the Effective Time of the
Merger, the separate existence of the Subsidiary Corporation shall cease, and
the Subsidiary Corporation shall be merged in accordance with the provisions of
this Agreement, with and into the Parent Corporation, which shall possess all
the properties and assets, and all the rights privileges, powers, immunities and
franchises, of whatever nature and description, and shall be subject to all
restrictions, disabilities, duties and liabilities of both the Parent
Corporation and the Subsidiary Corporation. All such things described in this
Section 4 shall be taken and deemed to be transferred to and vested in the
Parent Corporation without further act or deed. The title to all real estate or
other property, or interest therein, vested by deed or otherwise in either the
Parent Corporation or the Subsidiary Corporation, shall be vested in the Parent
Corporation without reversion or impairment. Any claim existing or action or
proceeding, whether civil, criminal or administrative, pending by or against
either the Subsidiary Corporation or the Parent
Corporation, may be prosecuted to judgment or decree as if the Merger had not
taken place, and the Parent Corporation may be substituted in any such action or
proceeding.
5. Waiver. Pursuant to NRS 92A.180, as amended, the Parent Corporation, the
sole stockholder of the Subsidiary Corporation, waives the requirement that a
copy of the plan of merger be mailed at least 30 days before filing the articles
of merger.
6. Implementation. Each party shall take, or cause to be taken, all action or
do, or cause to be done, all things necessary, proper or advisable under the
laws of the State of Nevada to consummate and make effective the Merger.
7. Termination. This Agreement may be terminated for any reason at any time
before the filing of Articles of Merger with the Secretary of State of the State
of Nevada (whether before or after approval by the shareholders of the
Subsidiary Corporation and the Parent Corporation, or either of them) by
resolution of the Board of Directors of the Parent Corporation.
8. Amendment. This Agreement may, to the extent permitted by law, be amended,
supplemented or interpreted at any time by action taken by the Board of
Directors of each of the parties; Provided, however, that this Agreement may not
be amended or supplemented after having been approved by the shareholders of the
Subsidiary Corporation and the Parent Corporation except by a vote or consent of
shareholders of the Subsidiary Corporation and the Parent Corporation in
accordance with applicable law.
9. Governing Law. This Agreement and all matters relating to this Agreement
shall be governed by, construed and interpreted in accordance with the laws of
the State of Nevada.
10. Counterpart and Facsimile Signatures. This Agreement may be signed in
counterparts, each of which shall be an original, but all of which shall
constitute one and the same document. Signatures transmitted by facsimile shall
be deemed valid execution of this Agreement binding on the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.
AVML Sub One Corporation, Adventure Minerals, Inc.,
a Nevada corporation a Nevada corporation
By /s/ Xxxxxxx Hand By /s/ Xxxxx Xxxxx
--------------------------- -------------------------
Name: Xxxxxxx Hand Name: Xxxxx Xxxxx
Title: President Title: President
