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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the
"Merger
Agreement") is made as of October 10, 2007, by and between Rocky
Mountain
Minerals, Inc., a Wyoming corporation ("Old Rocky") and Rocky
Mountain Minerals
(DE), Inc., a Delaware corporation ("New Rocky"). Old Rocky and
New Rocky are
sometimes referred to collectively herein as the "Parties."
RECITALS
WHEREAS, the authorized capital stock of Old Rocky consists
of
300,000,000 shares, consisting of (a) 250,000,000 shares
designated as Common
Stock, par value $0.001 per share, of which 102,176,139 shares
are outstanding
("Old Rocky's Common Stock"), and (b) 50,000,000 shares
designated as Preferred
Stock ("Old Rocky's Preferred Stock"), par value $0.05 per
share, of which
44,000,000 shares are outstanding;
WHEREAS, the authorized capital stock of New Rocky consists
of
150,000,000 shares, consisting of (a) 100,000,000 shares
designated as Common
Stock, with a par value of $.0001 per share ("New Rocky's Common
Stock"), of
which 100 shares are outstanding and owned by Old Rocky, and (b)
50,000,000
shares designated as Preferred Stock, with a par value of $.0001
per share, none
of which are outstanding as of the Effective Time (as defined
below);
WHEREAS, Old Rocky was originally incorporated under the laws of
the
State of Wyoming on February 21, 1974; and
WHEREAS, the respective directors of the Parties deem it
advisable and
to the advantage of the respective Parties and their
stockholders that Old Rocky
merge with and into New Rocky upon the terms and conditions
herein provided.
NOW, THEREFORE, the Parties do hereby adopt the following
Agreement and
Plan of Merger and do hereby agree that Old Rocky shall merge
with and into New
Rocky on the following terms, conditions and other
provisions:
AGREEMENT
1. TERMS AND CONDITIONS
1.1 Merger. Upon and subject to the terms and conditions of
this
Agreement, Old Rocky shall be merged with and into New Rocky
(the "Merger"), the
separate corporate existence of Old Rocky shall cease, and New
Rocky shall
continue as the surviving corporation (the "Surviving
Corporation"), effective
upon the date specified in the certificate (articles) of merger
(the
"Certificate of Merger") to be filed with the Secretary of State
of Wyoming and
the Secretary of State of Delaware in accordance with,
respectively, the Wyoming
Business Corporation Act and the Delaware General Corporation
Law (the
"Effective Time").
1.2 Closing. Subject to the fulfillment or waiver of all of
the
conditions contained herein, as soon as practicable following
the satisfaction
of all the conditions contained herein, and in any event no
later than on the
date ten (10) business days following the satisfaction of all of
the conditions
contained herein (the "Closing Date"), the Closing will be held
at the offices
of Moses & Singer LLP, 405 Lexington Avenue, New York, NY
10174.
<PAGE>
1.3 Actions at the Closing. At the Closing, the Surviving
Corporation
shall file with the Secretary of State of the State of Delaware
and the
Secretary of State of the State of Wyoming the Certificate of
Merger.
1.4 Succession. At and after the Effective Time, New Rocky
shall
continue its corporate existence under the laws of the State of
Delaware; and
the separate existence and corporate organization of Old Rocky,
except insofar
as it may be continued by operation of law, shall be terminated
and ceased.
1.5 Effect of the Merger. At the Effective Time, the effect of
the
Merger shall be as provided in this Merger Agreement and the
applicable
provisions of the Wyoming Business Corporation Act and the
Delaware General
Corporation Law. Without limiting the generality of the
foregoing, and subject
thereto, at the Effective Time, all of the property, rights,
privileges, powers
and franchises of each of Old Rocky and New Rocky shall vest in,
be transferred
to, and be possessed by, the Surviving Corporation, and all
debts, liabilities,
obligations, restrictions, disabilities and duties of each of
Old Rocky and New
Rocky shall become the debts, liabilities, obligations,
restrictions,
disabilities and duties of the Surviving Corporation.
1.6 Old Rocky's Common Stock, Old Rocky's Preferred Stock and
New
Rocky's Common Stock. At the Effective Time, by virtue of the
Merger and without
any further action on the part of the Parties, their respective
stockholders or
any other persons, (a) each share of Old Rocky's Common Stock
issued and
outstanding immediately prior thereto, excluding the Dissenting
Shares (as
defined below) and the Treasury Stock (as defined below), shall
be cancelled and
converted into 0.19500 fully paid and non-assessable shares of
New Rocky's
Common Stock; (b) each share of Old Rocky's Preferred Stock
issued and
outstanding immediately prior thereto, excluding the Dissenting
Shares and the
Treasury Stock, shall be cancelled and converted into 0.36535
fully paid and
non-assessable shares of New Rocky's Common Stock and (c) each
share of New
Rocky's Common Stock issued and outstanding immediately prior
thereto shall be
canceled, extinguished and returned to the status of authorized
but unissued
shares.
1.7 Treasury Stock. Each Share of Old Rocky's Common Stock and
Old
Rocky's Preferred Stock held in Old Rocky's treasury immediately
prior to the
Effective Time (the "Treasury Stock") shall be canceled and
extinguished without
any conversion thereof.
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1.8 Dissenting Shares.
(a) "Dissenting Shares" means those shares of Old Rocky's
Common Stock and Old Rocky's Preferred Stock that have not been
voted in favor
of the adoption and approval of the Merger and the other
transactions
contemplated hereunder, with respect to which dissenters' rights
have been duly
exercised and perfected in accordance with Article Thirteen of
the Wyoming
Business Corporation Act and not effectively withdrawn or
forfeited thereafter
as provided for in Article Thirteen of the Wyoming Business
Corporation Act.
Dissenting Shares of a stockholder of Old Rocky shall not be
converted into, or
represent the right to receive, New Rocky's Common Stock, unless
the stockholder
shall have forfeited his, her or its dissenters' right under
Article Thirteen of
the Wyoming Business Corporation Act or properly withdrawn, his,
her or its
demand for payment thereunder. If such stockholder has so
forfeited or withdrawn
his, her or its right, or, respectively, demand for payment, in
respect of his,
her or its shares of Old Rocky's Common Stock or Old Rocky's
Preferred Stock,
then, as of the occurrence of such forfeiture or withdrawal,
such stockholder's
Dissenting Shares shall (i) cease to be Dissenting Shares and
shall be converted
into, and represent the right to receive, New Rocky's Common
Stock issuable in
respect of such Old Rocky's Common Stock or Old Rocky's
Preferred Stock pursuant
to Section 1.6, and (ii) be exchangeable solely for the
applicable number of New
Rocky's Common Stock.
(b) Without limiting the generality of Section 3.4, Old
Rocky
shall give New Rocky, and, after the Effective Time, the
Surviving Corporation,
(i) prompt notice of any written demands for payment,
withdrawals of such
demands, and any other instruments that relate to such demands
or other
dissenters' rights in connection herewith, received by Old Rocky
and (ii) the
right and reasonable opportunity to direct all negotiations and
proceedings with
respect to demands for payment and such dissenters' rights. Old
Rocky shall not,
except with the prior written consent of New Rocky, and,
after
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