Exhibit 99.1
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (this “
Merger Agreement ”)
is entered into as of the 5th day of October, 2007 by and between
General Moly, Inc., a Delaware corporation (the “
Surviving Corporation ”),
and Idaho General Mines, Inc., an Idaho corporation (“
Merging Corporation ”).
Surviving Corporation and Merging Corporation are sometimes
collectively referred to hereinafter as the “
Constituent Corporations .”
RECITALS
WHEREAS,
Surviving Corporation is a corporation organized and existing
under the laws of Delaware and is a wholly-owned subsidiary of
Merging Corporation;
WHEREAS,
Merging Corporation is a corporation organized and existing
under the laws of Idaho; and
WHEREAS,
Surviving Corporation and Merging Corporation and their
respective Boards of Directors deem it advisable and in the
best interests of the corporations and their respective
stockholders to merge Merging Corporation with and into
Surviving Corporation pursuant to the
Idaho Business Corporation Act and
the Delaware General Corporate Law upon the terms and conditions
set forth herein;
NOW
THEREFORE, in consideration of the premises, the mutual
covenants, herein contained, and other valuable consideration
the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree that Merging Corporation shall be
merged with and into Surviving Corporation (the “
Merger ”)
pursuant to the terms and conditions herein set forth.
AGREEMENT
1.
General .
1.1
The Merger .
At 5:00 p.m. Pacific time on the Effective Date (as herein defined)
of the Merger, Merging Corporation shall be merged with and into
Surviving Corporation and the separate existence of Merging
Corporation shall cease and Surviving Corporation shall survive
such Merger. The name of Surviving Corporation shall be General
Moly, Inc.
1.2
Certificate of Incorporation and Bylaws .
The certificate of incorporation of Surviving Corporation as in
effect immediately prior to the Effective Date shall be the
certificate of incorporation of Surviving Corporation after
consummation of the Merger.
The
Bylaws of Surviving Corporation as in effect immediately prior to
the Effective Date shall be the Bylaws of Surviving Corporation
after consummation of the Merger.
1.3
Directors and Officers .
The directors and officers of Surviving Corporation as in office
immediately prior to the Effective Date shall, from and after the
Effective Date, be the directors and officers of Surviving
Corporation,
until the earlier of their resignation or removal or until their
respective successors are duly elected or appointed and
qualified.
1.4
Property and Liabilities of Constituent Corporations
.
On the Effective Date, the separate existence of Merging
Corporation shall cease and Merging Corporation shall be merged
into Surviving Corporation. Surviving Corporation, from and after
the Effective Date, shall possess all the rights, privileges,
powers and franchises of whatsoever nature and description, of a
public as well as of a private nature, and be subject to all the
restrictions, disabilities and duties of each of the Constituent
Corporations; all rights, privileges, powers and franchises of each
of the Constituent Corporations, and all property, real, personal
and mixed, of and debts due to either of the Constituent
Corporations on whatever account as well for stock subscriptions as
all other things in action or belonging to each of the Constituent
Corporations shall be vested in Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all other
interests shall be thereafter as effectually the property of
Surviving Corporation as they were of the several and respective
Constituent Corporations and the title to any real estate vested by
deed or otherwise in either of the Constituent Corporations shall
not revert or be in any way impaired by reason of the Merger. All
rights of creditors and all liens upon the property of the
Constituent Corporations shall be preserved unimpaired, and all
debts, liabilities and duties of the Constituent Corporations
thenceforth shall attach to Surviving Corporation, and may be
enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it. Any
claim existing or action or proceeding, whether civil, criminal or
administrative, pending by or against either Constituent
Corporation may be prosecuted to judgment or decree as if the
Merger had not taken place, or Surviving Corporation may be
substituted in such action or proceeding.
1.5
Further Assurances .
Merging Corporation agrees that, at any time, or from time to time,
as and when requested by Surviving Corporation, or by its
successors and assigns, it will execute and deliver, or cause to be
executed and delivered in its name by its last acting officers, or
by the corresponding officers of Surviving Corporation, all such
conveyances, assignments, transfers, deeds or other instruments,
and will take or cause to be taken such further or other action as
Surviving Corporation, its successors or assigns may deem necessary
or desirable in order to evidence the transfer, vesting or
devolution of any property, right, priv
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