AGREEMENT AND PLAN OF MERGER
This Agreement And Plan Of Merger dated as of
the 6th day of October, 2007.
BETWEEN:
CENTRUS VENTURES INC., a Nevada
corporation, with its principal office at 810 Peace Portal Drive,
Suite 200, Blaine, WA 98230
(“Centrus”)
OF THE FIRST PART
AND:
ROYAL MINES ACQUISITION CORP., a Nevada
corporation, having its registered office at 8275 S. Eastern
Avenue, Suite 200, Las Vegas, NV 89123
(“Centrus Sub”)
OF THE SECOND PART
WHEREAS:
A. This
Agreement and Plan of Merger (this “Agreement”) is made
and entered into as of October 6, 2007 between Centrus and Centrus
Sub. Centrus and Centrus Sub are from time to time herein referred
to as the “Constituent Corporations”;
B.
Centrus Sub is the wholly-owned subsidiary of Centrus and is a
corporation duly organized and existing under the laws of the State
of Nevada;
C. Each
of the Boards of Directors of the Constituent Corporations deem it
advisable and in the best interests of Constituent Corporations and
their respective shareholders that Centrus Sub be merged with and
into its parent, Centrus;
D. By
consent resolution dated September 24, 2007, the Board of Directors
of Centrus Sub has approved the Plan of Merger embodied in this
Agreement;
E. By
consent resolution dated September 24, 2007, the Board of Directors
of Centrus has approved the Plan of Merger embodied in this
Agreement.
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NOW THEREFORE , in consideration of the
mutual agreements and covenants set forth herein, the Constituent
Corporations do hereby agree to merge on the terms and conditions
herein provided, as follows:
1.
THE MERGER
1.1
The Merger
Upon
the terms and subject to the conditions hereof, on the Effective
Date (as hereinafter defined), Centrus Sub shall be merged with and
into Centrus in accordance with the applicable laws of the State of
Nevada (the “Merger”). The separate existence of
Centrus Sub shall cease, and Centrus shall be the surviving
corporation (the “Surviving Corporation”) and shall be
governed by the laws of the State of Nevada.
1.2
Effective Date
The
merger shall become effective on the date and at the time of filing
of Articles of Merger, in substantially the form annexed hereto as
Appendix A, with the Secretary of State of the State of Nevada,
(the “Effective Date”), all after satisfaction of the
requirements of the applicable laws of Nevada prerequisite to such
filings.
1.3
Articles of Incorporation
On
the Effective Date, the Articles of Incorporation of Centrus, as in
effect immediately prior to the Effective Date, shall continue in
full force and effect as the Articles of Incorporation of the
Surviving Corporation, except that Article 1 of the Articles of
Incorporation of Centrus, as the Surviving Corporation, shall be
amended to state that the name of the corporation is “Royal
Mines And Minerals Corp.”
1.4
Bylaws
On
the Effective Date, the Bylaws of Centrus, as in effect immediately
prior to the Effective Date, shall continue in full force and
effect as the bylaws of the Surviving Corporation.
1.5
Directors and Officers
The
directors and officers of Centrus immediately prior to the
Effective Date shall be the directors and officers of the Surviving
Corporation, until their successors shall have been duly elected
and qualified or until otherwise provided by law, the Articles of
Incorporation of the Surviving Corporation or the Bylaws of the
Surviving Corporation.
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2.
CONVERSION OF SHARES
2.1
Centrus Sub Common Stock
Upon
the Effective Date, by virtue of the Merger and without any action
on the part of the shareholder thereof, each share of common stock
of the Centrus Sub outstanding immediately prior to the Effective
Date shall be cancelled.
3.
EFFECT OF THE MERGER
3.1
Rights, Privileges, Etc.
On
the Effective Date of the Merger, the Surviving Corporation,
without further act, deed or other transfer, shall retain or
succeed to, as the case may be, and possess and be vested with all
the rights, privileges, immunities, powers, franchises and
authority, of a public as well as of a private nature, of Centrus
Sub and Centrus; all property of every description and every
interest therein, and all debts and other obligations of or
belonging to or due to each of Centrus Sub and Centrus on whatever
account shall thereafter be taken and deemed to be held by or
transferred to, as the case may be, or invested in the Surviving
Corporation without further act or deed, title to any real estate,
or any interest therein vested in Centrus Sub or Centrus, shall not
revert or in any way be impaired by reason of this merger; and all
of the rights of creditors of Centrus Sub and Centrus shall be
preserved unimpaired, and all liens upon the property of Centrus
Sub or Centrus shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective corporations
shall thenceforth remain with or be attached to, as the case may
be, the Surviving Corporation and may be enforced against it to the
same extent as if all of said debts, liabilities, obligations and
duties had been incurred or contracted by it.
3.2
Further Assurances
From
time to time, as and when required by the Surviving Corporation or
by its successors and assigns, there shall be executed and
delivered on behalf of Centrus Sub such deeds and other
instruments, and there shall be taken or caused to be taken by it
such further other action, as shall be appropriate or necessary in
order to vest or perfect in or to confirm of record or otherwise in
the Surviving Corporation the title to and possession of all the
property, interest, assets, rights, privileges, immunities, powers,
franchises and authority of Centrus Sub and otherwise to carry out
the purposes of this Agreement, and the officers and directors of
the Surviving Corporation are fully authorized in the name and on
behalf of Centrus Sub or otherwise to take any and all such action
and to execute and deliver any and all such deeds and other
instruments.
4.
GENERAL
4.1
Abandonment
At
any time before the Effective Date, this Agreement may be
terminated and the Merger may be abandoned for any reason
whatsoever by the Board of Directors of either Centrus Sub or
Centrus or both.
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4.2
Amendment
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