AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this “ Agreement ”) is entered into as of December 14, 2007, among Ireland Inc., a Nevada corporation (“ Ireland ”), CBI Acquisition Inc., a Nevada corporation and a wholly-owned subsidiary of Ireland (“ Sub ”), Columbus Brine Inc., a Nevada corporation (“ CBI ”), John T. Arkoosh, William Maghan and Lawrence E. Chizmar Jr. (Messrs. Arkoosh, Maghan and Chizmar being hereinafter referred to collectively as the “CBI Principals” ).

RECITALS

     A.      The Boards of Directors of CBI and Ireland, and the sole shareholder of Sub, have deemed it advisable that CBI and Ireland combine their operations by a merger of CBI into Sub, under the terms and conditions hereinafter set forth (the “ Merger ”).

     B.      The Boards of Directors of CBI and Ireland, and the sole shareholder of Sub, have approved and adopted this Agreement and the Merger Agreement (as defined below) and intend that the Merger qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

     In consideration of the mutual representations, warranties, covenants and agreements herein contained and subject to the conditions and other terms herein contained, the parties hereto agree as follows:

ARTICLE I

THE MERGER

     Section 1.1       Actions to be Taken . Upon performance (or waiver) of all covenants and obligations of the parties contained herein, and upon fulfillment (or waiver) of all conditions to the obligations of the parties contained herein, at the Effective Time (as defined below) and pursuant to the Nevada Revised Statutes (the “ NRS ”) the following will occur:

          (a)      CBI will be merged with and into Sub in accordance with Section 368(a)(1)(A) of the Code and applicable provisions of the NRS. Sub will be the surviving entity (the “ Surviving Entity ”), and the separate existence and corporate organization of CBI will cease, and thereupon CBI and Sub will be a single entity, a Nevada corporation;

          (b)      Sub, as the Surviving Entity, will succeed, insofar as permitted by law, to all rights, assets, liabilities and obligations of CBI in accordance with the NRS;

          (c)      the Articles of Incorporation and Bylaws of Sub will be the Articles of Incorporation and Bylaws of the Surviving Entity until amended as provided by law;

          (d)      The officers and the directors of Sub will be the initial officers and directors of the Surviving Entity at and after the Effective Time, to hold that position in accordance with the Articles of Incorporation and Bylaws of Surviving Entity .

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          (e)      As soon as practicable after each condition to the obligations of Ireland, Sub and CBI hereunder has been satisfied or waived, the Articles of Merger, in a form properly completed and executed in accordance with the NRS (the “ Articles of Merger ”) will be filed with the Secretary of State of the State of Nevada. The Merger will become effective at the time and on the date the Articles of Merger are so filed, provided that the filing date shall not be later than January 31, 2008 without the prior written consent of CBI, Ireland and Sub. The date and time when the Merger becomes effective is referred to herein as the “ Effective Time .”

     Section 1.2       Interests in Surviving Entity . Following the Effective Time, all issued and outstanding shares of Common Stock of Sub will continue to be fully paid issued and outstanding shares of the Surviving Entity. Each certificate of Sub evidencing ownership of any such shares will continue to evidence ownership of the ownership interest in the Surviving Entity.

     Section 1.3       Conversion or Cancellation of CBI Capital Stock .

          (a)      At the Effective time, all issued and outstanding shares of Common Stock of CBI (“ CBI Capital Stock ”) shall be deemed converted into a shares of Common Stock of Ireland, $0.001 par value per share (“ Ireland Common Stock ”), The maximum number of shares of Ireland Common Stock to be issued by Ireland in connection with the Merger (rounded to the nearest whole share, the “ Maximum Ireland Merger Shares ”) shall be determined by dividing (i) $20,000,000 by (ii) the Exchange Price. The “ Exchange Price ” shall be equal to the average daily closing price of the Ireland Common Stock as quoted by the OTC Bulletin Board for the sixty (60) consecutive calendar days ending prior to January 15, 2008 (the “ Average Closing Price ”); provided , however , that if the Average Closing Price is less than $0.25 per share, then the Average Closing Price for purposes of this Agreement shall be deemed to be $0.25 per share, and if the Average Closing Price is more than $2.00 per share, then the Average Closing Price for purposes of this Agreement shall be deemed to be $2.00 per share. A sample of the method for calculating the Exchange Price is attached hereto as Exhibit B .

          (b)      At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of the CBI Capital Stock, issued and outstanding immediately prior to the Effective Time (other than any shares cancelled or retired pursuant to Section 1.3(d) and other than Dissenting Shares (as defined below)) will cease to be outstanding and will be converted into: the right to receive that number of shares of Ireland Common Stock, as is determined by a ratio (the “ Exchange Ratio ”), the numerator of which shall be the Maximum Ireland Merger Shares and the denominator of which is equal to the number of shares of CBI Capital Stock outstanding immediately before the Effective Time. The Exchange Ratio will be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Ireland Common Stock or CBI Capital Stock), reorganization, recapitalization or other like change with respect to the capital stock of Ireland or CBI which occurs, or with respect to which the record date occurs, after the date hereof and prior to the Effective Time. A sample calculation of the Exchange Ratio is attached hereto as Exhibit B.

          (c)      Together with the shares of Ireland Common Stock to be issued to each CBI shareholder (other than the holders of Dissenting Shares (as defined below)) in accordance with Section 1.3(b) (the “Ireland Merger Shares” ), Ireland shall issue one share purchase warrant (each an

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“ Ireland Merger Warrant ”) for every two Ireland Merger Shares to be issued to such CBI shareholder. Each Ireland Merger Warrant shall entitle the holder thereof to purchase one additional share of Ireland Common Stock at an exercise price equal to 125% of the Exchange Price, for a period of 5 years from the Closing Date on the terms, and subject to the conditions, set out in the form of Warrant Certificate attached as Exhibit A. . The Ireland Merger Warrants and the Ireland Merger Shares are hereinafter collectively referred to as the “ Merger Securities .”

          (d)      Each share of CBI Capital Stock which, immediately prior to the Effective Time, was issued and held in the treasury of CBI or was issued and outstanding and held by Ireland, Sub, CBI or any subsidiary of CBI will be cancelled or retired and no issuance of Merger Securities or other payment will be made with respect thereto.

          (e)      Notwithstanding anything in this Agreement to the contrary, shares of CBI Capital Stock owned by any CBI shareholder who is a dissenter (as provided in Section 92A.300-92A.500 of the NRS) or who remains eligible at the Effective Time to become a dissenter (collectively, the “ Dissenting Shares ”) will not (except as provided below) be converted into or represent a right to receive any Merger Securities, and the holders thereof will be entitled only to such rights as are granted by the NRS. Each holder of Dissenting Shares who becomes entitled to payment therefore pursuant to the NRS will receive payment from the Surviving Entity in accordance with the NRS; provided , however , that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to dissenter’s rights as provided in the NRS, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for purchase thereof or lost his right to purchase and payment therefore under the NRS, or (iii) if neither any holder of Dissenting Shares nor the Surviving Entity shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the NRS, such holder or holders (as the case may be) shall forfeit the right to demand repurchase with respect to such shares of CBI Capital Stock and such shares of CBI Capital Stock shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive Merger Securities, without interest thereon, as provided in Sections 1.3(b) and 1.3(c) . CBI will give Ireland prompt notice of any written demands for purchase and any other instruments served pursuant to Sections 92A.300-92A.500 of the NRS and received by CBI and will cooperate with Ireland in any negotiations or proceedings with respect to demands for purchase under the NRS. CBI will not, without the written consent of Ireland, voluntarily make any payment with respect to any demands for purchase or offer to settle or settle any such demands.

     Section 1.4       No Fractional Interests . Fractional interests in the Merger Securities to be issued pursuant to Sections 1.3(b) and 1.3(c) will be rounded up to the next share or warrant amount for each holder of shares of CBI Capital Stock who would otherwise have been entitled pursuant to Sections 1.3(b) and 1.3(c) to a fraction of a, Ireland Merger Share or a fraction of an Ireland Merger Warrant.

     Section 1.5       CBI Stock Options . Provided that the total number of shares of CBI Capital Stock issuable upon the exercise of all CBI Options (as defined in Section 2.2 below) outstanding at the Effective Time does not exceed 81,100 shares of CBI Capital Stock, at the Effective Time, all CBI Options outstanding at that time will, by virtue of the Merger and without any further action on the part of CBI or the holder of any such option, be assumed by

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Ireland and each such option assumed by Ireland will be exercisable upon the same terms and conditions as under the existing agreements covering such option, except that (a) each such option will be exercisable for that whole number of shares of Ireland Common Stock (rounded up to the nearest whole share) that is equal to the number of shares of CBI Capital Stock issuable upon the exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (b) the exercise price for each share of Ireland Common Stock issuable upon the exercise of such option after the Effective Time will be equal to the exercise price of such option immediately prior to the Effective Time divided by the Exchange Ratio (with the exercise price per share, as so determined, to be rounded upward to the nearest full cent). From and after the Effective Time, all references to CBI in any agreements covering such options will be deemed to refer to Ireland. The assumption of CBI Options under this Section 1.5 is intended to constitute an assumption of stock options in a transaction to which Section 424(a) of the Code applies, and this Section 1.5 shall be interpreted and applied in a manner consistent with such intent. Notwithstanding anything in this Agreement to the contrary, the holder of any CBI Options that remain outstanding at the Effective Time shall not be entitled to receive any Ireland Merger Warrants upon the exercise of such CBI Options and shall only be entitled to receive those shares of Ireland Common Stock as set out in this Section 1.5.

     Section 1.6      Issuance and Delivery of Merger Securities .

          (a)      After the Effective Time, each holder of CBI Capital Stock (other than the holders of Dissenting Shares) will be entitled to exchange his, her or its certificates representing shares of CBI Capital Stock converted pursuant to Section 1.3(b) hereof (the “Old Certificates” ) for one New Certificate representing the total number of Ireland Merger Shares to which such holder of CBI Capital Stock is entitled pursuant to Section 1.3(b) hereof and one Merger Warrant Certificate representing the total number of Ireland Merger Warrants to which such holder is entitled pursuant to Section 1.3(c) hereof by:

               (i)      Delivering to Ireland Old Certificates representing all of the shares of CBI Capital Stock owned by him, her or it, immediately prior to the Effective Time, duly endorsed in blank, or accompanied by duly executed stock powers duly endorsed in blank, in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with proper instructions to allow Ireland’s transfer agent to issue a share certificate (a “New Certificate” ) representing the total number of Ireland Merger Shares into which his, her or its shares of CBI Capital Stock have been converted pursuant to Section 1.3(b) hereof; and

               (ii)      Delivering to Ireland a duly completed and duly executed Certificate of Qualified Investor in the form attached as Exhibit C or a duly complete and Duly executed form of proxy providing substantially the same covenants, agreements, representations and warranties in favor of Ireland, Sub and CBI as are contained in such Certificate of Qualified Investor. .

     Upon the delivery of the documents set out in this Section 1.6(a), Ireland shall cause the issuance of one New Certificate representing the total number of Ireland Merger Shares, and one Merger Warrant Certificate representing the total number of Ireland Merger Warrants, to which such former holder of CBI Capital stock is entitled pursuant to Sections 1.3(b) and 1.3(c) hereof.

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          (b)      Until Old Certificates have been surrendered and exchanged as provided for in Section 1.6(a), each outstanding Old Certificate will be deemed for all corporate purposes of Ireland, other than the payment of dividends or any distributions, to evidence ownership of the number of Ireland Merger Shares into which the number of shares of CBI Capital Stock shown thereon have been converted pursuant to Section 1.3(b) hereof. No dividends or other distributions declared on Ireland Common Stock will be paid to persons otherwise entitled to receive the same until the Old Certificates have been surrendered in exchange for New Certificates in the manner provided in Section 1.6(a), but upon such surrender, such dividends or other distributions will be paid to such persons in accordance with the terms of such securities. In no event will the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. From and after the Effective Time, Ireland will, however, be entitled to treat Old Certificates which have not yet been surrendered for exchange as evidencing the ownership of the number of shares of Ireland Common Stock into which the shares of CBI Capital Stock represented by such Old Certificates will have been converted, notwithstanding any failure to surrender such Old Certificates.

          (c)      No transfer taxes will be payable by any shareholder of CBI in connection with the exchange of Old Certificates for New Certificates and Merger Warrant Certificates, except that if any New Certificate or Merger Warrant Certificate is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefore is registered, it will be a condition of such exchange that the person requesting such exchange will pay to Ireland any transfer or other taxes required by reason of the issuance of the New Certificate or Merger Warrant Certificate in a name other than the registered holder of the Old Certificate, or will establish to the reasonable satisfaction of Ireland that such tax has been paid or is not applicable.

          (d)      If outstanding Old Certificates are not surrendered prior to two years after the Effective Time (or, in any particular case, prior to such earlier date on which dividends or other distributions, if any, would otherwise escheat to or become the property of any governmental unit or agency), the amount of dividends and other distributions, if any, which have become payable and which thereafter become payable on shares of Ireland Common Stock evidenced by such Old Certificates as provided herein will, to the extent permitted by applicable law, become the property of the Surviving Entity (and, to the extent not in its possession, will be paid over to it by Ireland), free and clear of all claims or interest of any person previously entitled thereto.

     Section 1.7       Stock Transfer Books . At the Effective Time, the stock transfer books of CBI will be closed and no transfer of CBI Capital Stock will thereafter be made.

     Section 1.8       Shareholders’ Vote .

          (a)      As soon as practicable after the execution of this Agreement and preparation of a mutually acceptable proxy and Proxy Statement in accordance with Section 7.1, the Board of Directors of CBI will duly call, and cause to be held, a special vote of the shareholders of CBI (the “ CBI Special Vote ”) for the purpose of approving this Agreement and the Merger and will recommend the approval of this Agreement and the Merger to the CBI shareholders, which recommendation shall not be withheld, withdrawn or modified unless, in the good faith judgment of the CBI Board of Directors based on the advice of its legal counsel set forth in a written opinion or memorandum, a copy of which shall be delivered by CBI to Ireland,

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such action is required to comply with the fiduciary duties of the CBI Board of Directors under applicable law.

          (b)      Ireland and CBI will coordinate and cooperate with respect to the timing of the CBI Special Vote. Ireland shall prepare a Proxy Statement as described in Section 7.1 below, with the assistance and cooperation of CBI, which Proxy Statement shall include such written disclosure to the CBI shareholders as shall be required, in the reasonable determination of legal counsel to Ireland, to assure that the issuance of the Merger Securities to the shareholders of CBI as described in this Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state law. Unless extended by the mutual written consent of CBI, Sub and Ireland, Ireland agrees to mail the Proxy Statement to the CBI shareholders by no later than January 11, 2008.

          (c)      CBI will, subject to Section 4.7, use its best efforts to solicit from its shareholders proxies in favor of the matters set forth in Section 1.8(a) and take all other action necessary or advisable to secure the vote or consent of its shareholders required by the NRS.

     Section 1.9      Filing of Merger Documents . As soon as practicable after the requisite approval of the shareholders of CBI has been obtained as provided in Section 1.8, and each other condition to the obligations of Ireland, Sub and CBI hereunder has been satisfied or waived, and not later than January 31, 2008, unless extended by the mutual written consent of CBI, Sub and Ireland, CBI and Sub will deliver the Articles of Merger for filing with the Secretary of State of the State of Nevada and Ireland, Sub and CBI will take such other and further actions as may be required by the NRS in connection with such filing and the consummation of the Merger and Closing of this Agreement as described in Article X.

     Section 1.10       Restricted Securities . Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that the Merger Securities will be issued to the shareholders of CBI in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) provided by Regulation D promulgated under the Securities Act (“ Regulation D ”), and that each New Certificate will be endorsed with a restrictive legend substantially similar to the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”

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ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF CBI

     As of the date hereof, except as disclosed in a disclosure schedule delivered by CBI to Ireland prior to execution of this Agreement (the “ CBI Disclosure Schedule ”), which disclosure shall refer specifically to the relevant subsections of this Article II, each of CBI and the CBI Principals hereby jointly and severally represents and warrants to Ireland and Sub as follows:

     Section 2.1      Corporate Organization . Each of CBI and its Subsidiaries (as defined below) is a corporation, or in the case of CBI’s Subsidiaries, a limited liability company, duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority and all necessary governmental authorizations to own, lease and operate its properties and to conduct its business as it is now being conducted. A true and complete list of such Subsidiaries is set out in the CBI Disclosure Schedule , together with the jurisdiction of incorporation of each Subsidiary. Each of CBI and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each state or other jurisdiction in which the nature of its business or operations or ownership of its property requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, materially and adversely affect the condition (financial or other), business, properties, prospects (as currently contemplated), net worth or results of operations of CBI and its Subsidiaries taken as a whole (collectively, “ CBI’s Business ”). The minute books of CBI and its Subsidiaries, as delivered to Ireland, contain complete and accurate records of all corporate action taken by CBI and its Subsidiaries since their respective dates of incorporation or formation. Except to the extent set out in the CBI Disclosure Schedule, CBI has no direct or indirect interest in or loans to any partnership, corporation, joint venture, business association or other entity, other than CBI’s Subsidiaries, which exceeds $25,000 in the aggregate. CBI has delivered to Ireland complete and correct copies of the Articles of Incorporation and Bylaws (or other organizational or charter documents) of CBI and each of its Subsidiaries, in each case as amended to the date hereof. As used in this Agreement, the term “ Subsidiary ” means a “subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”).

     Section 2.2      Capital Structure . The authorized capital structure of CBI consists of 12,000,000 shares of Common Stock, no par value (the “ CBI Common Stock ”) of which on the date hereof there are 10,544,784 shares outstanding and 157,500 shares of CBI Common Stock are reserved for issuance upon the exercise of outstanding stock options (the “ CBI Options ”). The CBI Options consist of options to acquire a total of 81,100 shares of CBI Common Stock on or before June 29, 2008, and options to acquire a total of 76,400 shares of CBI Common Stock on or before December 17, 2007, and CBI has delivered to Ireland true and complete copies of each agreement evidencing the CBI Options, including any amendments thereto. All outstanding shares of CBI Capital Stock are, and any shares of CBI Common Stock to be issued upon exercise of any CBI Option, if exercised in accordance with its terms, will be, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, CBI’s Articles of Incorporation or Bylaws or any agreement to which CBI or any of its Subsidiaries is a party or by which CBI or any of its Subsidiaries may be bound. The CBI Options and all outstanding shares of CBI Capital Stock have been, and any shares of CBI Capital Stock issued

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upon exercise of any CBI Option in accordance with its terms, will be, issued in compliance with all applicable federal, state and foreign securities laws. CBI has provided to Ireland and its legal counsel a complete and accurate list of (a) all issuances of Capital Stock by CBI, (b) the names and addresses of all holders of CBI Capital Stock, together with the number and type of shares held by each holder and (c) lists for each CBI Option, including the name and address of the optionee, the number of shares subject to such option, the exercise price of such option, vesting provisions of such option and, if the exercisability of such options will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, an description of such acceleration provisions. The CBI Disclosure Schedule also describes any repricing of the CBI Options which has taken place. Except for the shares listed above issuable pursuant to CBI Options, there are no options, warrants, calls, conversion rights, commitments or agreements of any character to which CBI or any Subsidiary of CBI is a party or by which any of them may be bound that do or may obligate CBI or any Subsidiary of CBI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of CBI Capital Stock or of the capital stock of any Subsidiary of CBI or that do or may obligate CBI or any Subsidiary of CBI to grant, extend or enter into any such option, warrant, call, conversion right, commitment or agreement. CBI is the owner of all outstanding shares of capital stock of each of its Subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. CBI is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may subsequently be issued. There are no agreements or understandings to which CBI or the CBI Principals are a party or, to the knowledge of CBI or the CBI Principals, after due investigation, any other agreements or understandings, with respect to the transfer or voting of shares of CBI Capital Stock.

     Section 2.3      No Other Agreements to Sell Assets, Merge, Etc . Except as provided hereby, CBI has no legal obligation, absolute or contingent, to any person or firm to sell assets other than in the ordinary course of business or to effect any merger, consolidation or reorganization of CBI or to enter into any agreement with respect thereto.

     Section 2.4       Authorization; Execution and Delivery . CBI has all requisite corporate power and authority (a) to execute and deliver this Agreement and the agreements attached as exhibits hereto to which CBI is to be a party (the “ CBI Ancillary Agreements ”), (b) subject to the approval of this Agreement and the Articles of Merger by the holders of a majority of the outstanding shares of CBI Common Stock, to perform its obligations under this Agreement, the Articles of Merger and the CBI Ancillary Agreements, and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Articles of Merger and the CBI Ancillary Agreements by CBI and the consummation by CBI of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite corporate action of CBI, subject to obtaining any necessary approval of its shareholders. This Agreement has been duly executed and delivered by CBI and, subject to obtaining any necessary approval of holders of a majority of the outstanding shares of CBI Common Stock and assuming its due authorization, execution and delivery by Ireland and Sub, constitutes the legal, valid and binding obligation of CBI, enforceable in accordance with its terms. The Board of Directors of CBI has unanimously determined that it is advisable and in the best interest of CBI’s shareholders for CBI to enter into a strategic business combination with Ireland upon the terms and subject to the conditions of this Agreement. The CBI Principals have the requisite capacity and authority to execute and deliver this Agreement and the agreements

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attached as exhibits hereto to which the CBI Principals are to be a party and to perform their respective obligations as set out herein and therein.

     Section 2.5       Governmental Approvals and Filings . No approval, authorization, consent, license, clearance or order of, declaration or notification to, or filing, registration or compliance with, any governmental or regulatory authority (a “ Governmental Entity ”) is required on the part of CBI in order (a) to permit CBI to perform its obligations under this Agreement or (b) to prevent the termination of any right, privilege, license or agreement of CBI or any Subsidiary of CBI, or to prevent any loss to CBI’s Business, by reason of the transactions contemplated by this Agreement, and except for the filing of the Articles of Merger, as required by the NRS.

     Section 2.6       No Conflict . Except for the receipt of any required approval of the shareholders of CBI as contemplated by Section 1.8(a) hereof, and compliance with the governmental and regulatory requirements described in Section 2.5 hereof, neither the execution, delivery and performance of this Agreement, the Articles of Merger and the CBI Ancillary Agreements by CBI nor the consummation by CBI of the transactions contemplated hereby and thereby, including the Subsequent Merger, will (a) conflict with, or result in a breach of, any of the terms, conditions or provisions of CBI’s or any of CBI’s Subsidiaries’ Articles of Incorporation or Bylaws (or other organizational or charter documents), (b) conflict with, result in a breach or violation of, give rise to a termination right or a default under, result in the acceleration of performance under (whether or not after the giving of notice or lapse of time or both), any mortgage, lien, lease, agreement, note, bond, indenture, guarantee or instrument or any license or franchise granted by or to a third party, in each case, that is material to CBI’s Business or that is referenced in the CBI Disclosure Schedule , (c) conflict with, or result in a violation of, any statute, regulation, law, ordinance, writ, injunction, order, judgment or decree to which CBI or any of its Subsidiaries or any of their assets may be subject, (d) give rise to a declaration or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the assets of CBI or any of its Subsidiaries, (e) adversely affect any franchise, license, permit or other governmental approval which is material to CBI’s Business or is necessary to enable CBI or any of its Subsidiaries to carry on its business as presently conducted or is required of any employee or agent of CBI or any of its Subsidiaries to enable each of them to carry out such person’s duties on behalf of CBI or any of its Subsidiaries or (f) require the consent of any third party.

     Section 2.7       Financial Statements; Absence of Undisclosed Liabilities .

          (a)      CBI has delivered to Ireland the separate entity income statements for the period from January 1, 2007 to November 30, 2007 and separate entity balance sheets as at November 30, 2007 of each of CBI and its Subsidiaries (the “ CBI Financial Statements ”). The CBI Financial Statements (i) are in accordance with the respective books of CBI and its Subsidiaries; (ii) have been prepared in a manner substantially consistent with generally accepted accounting principles consistently applied throughout the period involved; and (iii) present the separate entity financial positions of CBI and its Subsidiaries as of the respective date’s thereof and the separate entity results of operations for CBI and its Subsidiaries for the periods therein. During the three-year period ended December 31, 2006, there was no material change in accounting principles, methods or policies of its Subsidiaries, except as previously described to Ireland and except that the unaudited interim financial statements (A) are subject to normal year-

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end audit adjustments which are not expected to be material in the aggregate and (B) do not include footnotes.

          (b)      CBI and its Subsidiaries have no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except as set out in the CBI Disclosure Schedule or provided for in the CBI Financial Statements, other than liabilities totaling less than $25,000 in the aggregate.

          (c)      CBI makes and keeps accurate books and records reflecting in all material respects its assets and maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded to permit preparation of CBI’s financial statements and to maintain accountability in all material respects for the assets of CBI and CBI’s Subsidiaries, (iii) access to the assets of CBI and CBI’s Subsidiaries are permitted only in accordance with management’s authorization, and (iv) the recorded accountability of the assets of CBI and CBI’s Subsidiaries is compared with existing assets at reasonable intervals.

          (d)      Notwithstanding the provisions of this Section 2.7 to the contrary, CBI and the CBI Principals provide no representations or warranties that any transactions funded by Nanominerals Corp. or Ireland during 2007 have been recorded and or presented in the financial statements described in Section 2.7(a) in accordance with generally accepted accounting principals, or recorded at all. CBI and the CBI Principals agree to cooperate with Ireland and the auditors selected by Ireland to ensure that any such transactions are properly recorded and reported in the audited consolidated financial statements for CBI and CBI’s subsidiaries to be included in the Proxy Statement and to be delivered to Ireland pursuant to Section 8.5.

          (e)      Notwithstanding the provisions of this Section 2.7 to the contrary, CBI and the CBI Principals provide no representations or warranties that the asset values reported in the financial statements described in Section 2.7(a) reflect the true fair market value of such assets of more than $1..00.

     Section 2.8       Absence of Changes . Since December 31, 2006, (a) there has been no material adverse change in CBI’s Business or any development known to CBI that is reasonably expected to cause a material adverse change in CBI’s Business; (b) there has been no damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any assets material to CBI’s Business; (c) there has been no change by CBI or its Subsidiaries in accounting principles or methods except insofar as may be required by a change in generally accepted accounting principles; (d) there has been no revaluation by CBI or any of its Subsidiaries of any of their assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; (e) CBI has conducted its business only in the ordinary course consistent with past practice; and (f) no event described in Section 4.2 or Section 4.3 hereof has occurred.

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     Section 2.9      Contracts and Commitments .

          (a)      Neither CBI nor any of its Subsidiaries is a party or subject to any agreement, contract or other obligation or liability in excess of an aggregate total of $25,000, other than those specifically set out in the CBI Disclosure Schedule or the CBI Financial Statements.

          (b)      Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which CBI or its Subsidiaries is a party is valid and binding on CBI or its Subsidiaries, as applicable, and is in full force and effect, and neither CBI nor any of its Subsidiaries, nor, to the knowledge of CBI and the CBI Principals, any other party thereto, has breached any material provision of, or is in default under the terms of, any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment.

          (c)      There is no agreement, judgment, injunction, order or decree binding upon CBI or its Subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any material current business practice of CBI or its Subsidiaries, any acquisition of material property by CBI or its Subsidiaries or the conduct of business by CBI or its Subsidiaries as currently conducted or as proposed to be conducted by CBI or its Subsidiaries.

     Section 2.10       Legal Proceedings . Each of CBI and its Subsidiaries is not in violation of, and has not received any notice of any violation of (a) any applicable statute, law, regulation, ordinance, writ, injunction, order, judgment or decree, the effect of which violation could, individually or in the aggregate, be materially adverse to CBI’s Business, or (b) any provision of the Articles of Incorporation or Bylaws (or other organizational or charter document) of CBI or any of its Subsidiaries. There is no order, writ, injunction, judgment or decree outstanding, and no legal, administrative, arbitration or other proceeding, action, suit or governmental investigation or inquiry against or relating to CBI or any of CBI’s Subsidiaries or their assets or business (“ CBI Legal Proceedings ”) pending or, to the knowledge of CBI, threatened and there are no claims against or relating to CBI or any of CBI’s Subsidiaries or their assets or business, which pending or threatened CBI Legal Proceedings or claims would reasonably be expected to have, individually or in the aggregate, a material adverse effect on CBI’s Business. There is no CBI Legal Proceeding which in any manner challenges or seeks to prevent, enjoin, alter or delay any of the transactions contemplated hereby. There are no existing liabilities that require CBI or any of its Subsidiaries to indemnify its officers and directors for acts or omissions by such persons or existing agreements to provide indemnification for such liabilities. The CBI Disclosure Schedule sets forth with respect to each CBI Legal Proceeding, to the extent that the aggregate remedies or damages claimed for each such complaint are unspecified, involve specific performance or injunctive relief or exceed $25,000, the forum, the parties thereto, a brief description of the subject matter thereof and the amount of damages claimed.

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     Section 2.11       Employee Plans . Neither CBI nor any of its Subsidiaries, have any employee benefits plans to which the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) would apply.

     Section 2.12       Taxes .

          (a)      For purposes of this Section 2.12 and other provisions of this Agreement relating to Taxes, the following definitions shall apply:

               (i)      The term “ Taxes ” shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, (A) imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including but not limited to, federal income taxes and state income taxes), payroll and employee withholding taxes, unemployment insurance, social security taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers’ compensation, Pension Benefit Guaranty Corporation premiums and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, withheld or collected, (B) any liability for the payment of amounts referred to in (A) as a result of being a member of any affiliated, consolidated, combined or unitary group, or (C) any liability for amounts referred to in (A) or (B) as a result of any obligation to indemnify another person.

               (ii)      The term “ Returns ” shall mean all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

               (iii)      The term “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

          (b)      All Returns required to be filed by or on behalf of the CBI and each of its Subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct. CBI and each of its Subsidiaries has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. Neither CBI nor any of its Subsidiaries has at any time been a member of any partnership or joint venture for a period for which the statue of limitations for any Tax potentially applicable as a result of such membership has not expired. No liability for Taxes of CBI or any of its Subsidiaries has been incurred (or prior to Closing will be incurred) since the date of the Financial Statements other than in the ordinary course of business. Notwithstanding the above, CBI and the CBI Principals provide no representations or warranties regarding the tax treatment or any tax liabilities that may be connected with any transaction of CBI or its Subsidiaries that was funded by Nanominerals Corp. or Ireland during 2007. CBI and the CBI Principals agree to cooperate with Ireland and its tax advisors to ensure that such transactions are properly recorded and reported in the 2007 federal and state Returns to be filed by CBI and its Subsidiaries

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          (c)      CBI has made available to Ireland true and complete copies of (i) relevant portions of income tax audit reports, statements of deficiencies, closing or other agreements received by or on behalf of CBI or any of its Subsidiaries relating to Taxes, and (ii) all federal and state income or franchise tax Returns and state sales and use tax Returns for or including CBI or any of its Subsidiaries for all periods ending on and after December 31, 2005.

          (d)      The Returns of or including CBI and its Subsidiaries have never been audited by a government or taxing authority, nor is any such audit in process, threatened or, to CBI’s knowledge, pending (either in writing or verbally, formally or informally). Neither CBI nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened (either in writing or verbally, formally or informally) against CBI, any of its Subsidiaries, or any of their assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of CBI of its Subsidiaries.

     Section 2.13       Intellectual Property . Neither CBI nor any of its Subsidiaries owns any intellectual property rights except unregistered intellectual property as may have been developed or created in the ordinary course of their respective businesses.

     Section 2.14       Environmental Matters .

          (a)      The operations of CBI and its Subsidiaries comply in all material respects with all federal, state and local environmental, health and safety laws, statutes or regulations.

          (b)      The operations of CBI and its Subsidiaries are not the subject of any judicial or administrative proceeding alleging the violation of any federal, state or local environment, health or safety law, statute or regulation.

          (c)      The operations of CBI and its Subsidiaries are not the subject of any federal or state investigation pursuant to which CBI or any of its Subsidiaries has been ordered to respond to a release of any hazardous or toxic waste, substance or constituent or other substance, into the environment in violation of law.

          (d)      Since the date when CBI or its affiliated predecessors acquired the CP (described in Section 2.18(a) below), no material violations of any federal, state and local environmental, health and safety laws, statutes or regulations have occurred and CBI and its Subsidiaries have created no obligation or liability to, or any claim on behalf of, any other person or entity, including any governmental body or agency relating to federal, state and local environmental, health and safety laws, statutes or regulations at or on the CP.

          (e)      Neither CBI nor any of its Subsidiaries have filed any notice under federal or state law indicating past or present treatment, storage or disposal requiring a Part B permit or designation of “interim status” as defined under 40 C.F.R. Parts 260-270 or any state equivalent of a hazardous or toxic waste as defined therein or reporting a spill or release of a hazardous or toxic waste, substance or constituent or other substance, into the environment except in accordance with applicable law.

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          (f)      Neither CBI nor any of its Subsidiaries has released, as defined in the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et seq .), any hazardous substance as defined therein into the environment.

          (g)      Except as disclosed in the CBI Disclosure Schedule, none of the operations of CBI or any of its Subsidiaries involves the generation, transportation, treatment or disposal of hazardous waste requiring a Part B permit or designation of “interim status,” each as defined under 40 C.F.R. Parts 260-270, or any state equivalent thereof.

          (h)      Except as disclosed in the CBI Disclosure Schedule, no underground storage tanks or surface impoundments are on the premises of CBI or any of its Subsidiaries.

          (i)      There exists no lien in favor of any governmental authority for (i) any liability under federal or state environmental laws or regulations, or (ii) damages arising from or costs incurred by such governmental authority in response to a release of a hazardous or toxic waste, substance or constituent or other substance, into the environment has been filed or attached to the premises currently owned by CBI or any of its Subsidiaries.

          (j)      Except as disclosed in the CBI Disclosure Schedule, neither CBI nor any of its Subsidiaries has exposed any persons in a material manner to, nor received notice of any claim of injury due to exposure of any person to, hazardous materials manufactured, stored, used, distributed, disposed of, released or controlled by CBI or any of its Subsidiaries.

          (k)      No claim, complaint, or administrative proceeding has been brought or is currently pending against CBI or any of its Subsidiaries relating to any liability of CBI or any of its Subsidiaries existing or threatened with respect to hazardous or toxic waste, substances or constituents or other substances or as to the investigation or remediation of hazardous or toxic waste, substances or constituents or other substances.

     As used herein “ federal, state and local environmental, health and safety laws, statutes or regulations ” means any and all laws, rules, regulations, orders, treaties, statutes and codes promulgated by any local, state, federal or international governmental authority or agency which has jurisdiction over any portion of the current operations of CBI or its Subsidiaries, which prohibits, regulates or controls any hazardous material or the transportation, storage, transfer, recycling, use, treatment, manufacture, investigation, removal, remediation, release, exposure of others to, sale or distribution of hazardous materials including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq .), the Hazardous Material Transportation Act (49 U.S.C. §1801 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq .), the Clean Air Act (42 U.S.C. §7401 et seq .), the Toxic Substances Control Act, as amended (15 U.S.C. §2601 et seq .), and the Occupational Safety and Health Act (29 U.S.C. §651 et seq .), as these laws have been amended or supplemented to date and any analogous state or local statutes and the regulations promulgated to date pursuant thereto.

     As used herein, “ hazardous or toxic waste, substance or constituent or other substance ” means those substances which are regulated by or form the basis of liability under any federal, state and local environmental, health and safety laws, statutes or regulations because they are radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the

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environment, including, without limitation: (a) asbestos, (b) oil and petroleum products, (c) explosives, (d) radioactive substances, pollutants or wastes, (e) urea formaldehyde-containing building materials, (f) polychlorinated biphenyls, (g) radon gas, and (h) ultra-hazardous or toxic substances, pollutants or wastes.

     Section 2.15       Certain Agreements . Neither the execution and delivery of this Agreement, the Articles of Merger or the CBI Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby will (a) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of CBI or its Subsidiaries, under any Plan or otherwise, (b) increase any benefits otherwise payable under any Plan, or (c) result in the acceleration of the time of payment or vesting of any such benefits.

     Section 2.16      Interests of Officers and Directors . Except for the one eighth (1/8) interest in the DDB Staking Syndicate dated February 15, 2007 owned by each of the CBI principals, no officer or director of CBI or any “affiliate” or “associate” (as those terms are defined in Rule 405 promulgated under the Securities Act) of any such person has had, either directly or indirectly, a material interest in a transaction with CBI or its Subsidiaries, except as disclosed in the CBI Disclosure Schedule.

     Section 2.17      Restrictions on Business Activities . There is no material agreement, judgment, injunction, order or decree binding upon CBI or any of its Subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of CBI or any of its Subsidiaries, any acquisition of property by CBI or any of its Subsidiaries or the conduct of business by CBI or any of its Subsidiaries as currently conducted or as currently proposed to be conducted by CBI or any of its Subsidiaries.

     Section 2.18       Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment

          (a)      CBI has delivered to Ireland a title report from Harris & Thompson dated April 13, 2006 and Ireland has received a supplemental and updated title report from Harris & Thompson (together the “ Harris & Thompson Report ”) relating to the title and rights to the mineral claims making up the Columbus Calcium Carbonate Project (the “CCCP” ) and the Columbus Silver Brine Project (the “CSBP” ) (the CCCP and the CSBCP being collectively referred to as the “CP” ) and to other related maters, each as more particularly described in the Harris & Thompson Report. CBI and the CBI Principals represent and warrant that they know of no fact that would cause the conclusions contained in the Harris & Thompson Report to be incorrect. The lands and mineral claims described more fully in the Harris & Thompson Report, are owned free and clear of any liens, charges, pledges, security interests or other encumbrances, except to the extent noted in the Harris & Thompson Report and except for the net smelter return of 0.5% granted in favor of Lisa Antry and now held by L&S Antry LLC, and the net smelter return of 0.5% granted in favor of Donald Sundeen, the details of which are set out in the CBI Disclosure Schedule. All mining claims and mineral leases held by CBI and it Subsidiaries are in good standing and all required lease and rental payments and other obligations of CBI or its Subsidiaries thereunder have been duly satisfied, and all mining claims or similar rights to conduct business under the CP, as described in the Harris & Thompson opinion are in good standing and the obligations of CBI and its Subsidiaries have been duly satisfied.

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          (b)      The equipment owned or leased by CBI or its Subsidiaries are either owned by CBI or its Subsidiaries or subject to valid and paid up leases or other rights to use.

     Section 2.19       Regulatory Matters; Governmental Licenses; Compliance with Laws .

          (a)      Neither CBI nor the CBI Principals have reason to believe that any of the consents, approvals, authorizations, registrations, certifications, permits, filings or notifications that CBI or any of its Subsidiaries have received or made to operate their respective businesses are invalid or have been or are being suspended, cancelled, revoked or questioned. There is no investigation or inquiry known to CBI or the CBI Principals, or that reasonably should be known to them, to which CBI or any of its Subsidiaries are a party, or which are pending or threatened against CBI or any of its Subsidiaries, relating to the operation of their respective businesses and their compliance with applicable federal, state, local or foreign laws, ordinances, governmental rules or regulations. To the best of the knowledge of CBI and the CBI Principals, CBI and its Subsidiaries are in compliance with all laws and regulations applicable to CBI and its Subsidiaries, and under all licenses or permits obtained by CBI and its Subsidiaries, including, but not limited to, all such laws, ordinances, governmental rules or regulations relating to, and the certification of, the facilities of CBI and its Subsidiaries.

          (b)      CBI is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which CBI is a party or is subject.

     Section 2.20       Questionable Payments . Neither CBI nor any of its Subsidiaries, and to the best knowledge of CBI and the CBI Principals, after due investigation, no director, officer, agent or other employee of CBI or any of its Subsidiaries, has: (a) made any payments or provided services or other favors in the United States of America or in any foreign country in order to obtain preferential treatment or consideration by any Governmental Entity with respect to any aspect of the business of CBI or any of its Subsidiaries; or (b) made any political contributions which would be unlawful under the laws of the United States or the foreign country in which such payments were made

     Section 2.21      Insurance . CBI has disclosed in the CBI Disclosure Schedule all policies or binders of fire, liability, title, worker’s compensation, product liability and other forms of insurance maintained by CBI and its Subsidiaries. Neither CBI nor any of its Subsidiaries is in default under any of such policies or binders, and neither CBI nor any of its Subsidiaries has failed to give any notice or to present any claim under any such policy or binder in a due and timely fashion. There are no facts known to CBI or the CBI Principals, or that should reasonably be known to them, upon which an insurer might be justified in reducing coverage or increasing premiums on existing policies or binders. There are no outstanding unpaid claims under any such policies or binders. All policies and binders provide sufficient coverage for the risks insured against, are in full force and effect on the date hereof and shall be kept in full force and effect through the Effective Time.

     Section 2.22       Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

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     Section 2.23       Disclosure . No representation or warranty made by CBI in this Agreement, nor any disclosure to Ireland furnished by CBI or its representatives pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished. To the knowledge of CBI and the CBI Principals, after reasonable inquiry, there is no event, fact or condition that has resulted in, or could reasonably be expected to result in, a material adverse effect on CBI’s Business that has not been set forth in this Agreement or disclosed in the CBI Disclosure Schedule. CBI has provided copies to Ireland of all documents and information requested by Ireland pursuant to Ireland’s diligence requests. .

     Section 2.24       Vote Required . The affirmative votes of the holders of a majority of the outstanding shares of CBI Common Stock are the only votes of the holders of any class or series of CBI Capital Stock necessary to approve this Agreement and the Merger.

     Section 2.25      Limitation on Warranties . Neither CBI nor the CBI Principals shall have any obligation to Ireland for breach of a representation and or warranty that arises or is deemed to arise due to actions taken before the Effective Time by, or at the direction of Ireland or a representative of Ireland, about which the CBI Principals were unaware at the date of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
IRELAND AND SUB

     As of the date hereof, except as disclosed in a document referring specifically to the relevant subsections of this Article III which is delivered by Ireland to CBI prior to execution of this Agreement (the “ Ireland Disclosure Schedule ”), Ireland and Sub hereby represent and warrant to CBI as follows:

     Section 3.1       Corporate Organization . Ireland and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Nevada, and each has all requisite corporate power and authority and all necessary governmental authorizations to own, lease and operate its properties and to conduct its business as it is now being conducted. Ireland and Sub are duly qualified or licensed to do business and are in good standing as foreign corporations in each state or other jurisdiction in which the nature of their respective businesses or operations or ownership of their property requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, materially and adversely affect the condition (financial or other), business, properties, prospects (as currently contemplated), net worth or results of operations of Ireland and Sub taken as a whole (collectively, “ Ireland’s Business ”). Ireland has delivered to CBI complete and correct copies of Ireland’s Articles of Incorporation and Bylaws and Sub’s Articles of Incorporation and Bylaws, in each case as amended to the date hereof.

     Section 3.2       Capital Structure . As of the date hereof the authorized capital stock of Ireland consists of 400,000,000 shares of Ireland Common Stock, $0.001 par value. At the close of business on December 14, 2007, 86.550,000 shares of Ireland Common Stock were

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outstanding, 3,895,000 shares of Ireland Common Stock were reserved for issuance upon the exercise of outstanding stock options (the “ Ireland Options ”), and10,160,650 shares of Ireland Common Stock were reserved for issuance upon the exercise of outstanding share purchase warrants (the “Outstanding Ireland Warrants” ). All outstanding shares of Ireland Common Stock are validly issued, fully paid, nonassessable and free of preemptive rights. The Ireland Merger Shares issuable in connection with the Merger are duly authorized and, when issued in accordance with the terms of this Agreement and the Articles of Merger, will be validly issued, fully paid, nonassessable and free of preemptive rights. As of the date hereof, the authorized capital stock of Sub consists of 1,000 shares of Common Stock, no par value, all of which are validly issued, fully paid and nonassessable and owned by Ireland. Except for the shares listed above issuable pursuant to Ireland Options and the Outstanding Ireland Warrants (the details of which have been accurately described in Ireland’s reports on Form 10-QSB, Form 10-KSB and Form 8-K as filed with the Commission), any shares issuable for the acquisition for additions to the Red Mountain Project, and any shares issuable under the terms of this Agreement, there are no options, warrants, calls, conversion rights, commitments or agreements of any character to which Ireland or any Subsidiary of Ireland is a party or by which any of them may be bound obligating Ireland or any Subsidiary of Ireland to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Ireland or of any Subsidiary of Ireland or obligating Ireland or any Subsidiary of Ireland to grant, extend or enter into any such option, warrant, call, conversion right, commitment or agreement.

     Section 3.3       Authorization, Execution and Delivery . Ireland and Sub each has all requisite corporate power and authority (a) to execute and deliver this Agreement, the Merger Agreement and the agreements attached as exhibits hereto to which Ireland or Sub is a party (the “ Ireland Ancillary Agreements ”), (b) to perform its respective obligations under this Agreement, the Merger Agreement and the Ireland Ancillary Agreements, and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Articles of Merger and the Ireland Ancillary Agreements by Ireland and Sub and the consummation by Ireland and Sub of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite corporate action of Ireland and Sub. This Agreement has been duly executed and delivered by Ireland and Sub and, assuming its due authorization, execution and delivery by CBI and the CBI Principals, constitutes the legal, valid and binding obligation of each of them, enforceable in accordance with its terms. The Board of Directors of Ireland has determined that it is advisable and in the best interest of Ireland’s stockholders for Ireland to enter into a strategic business combination with CBI upon the terms and subject to the conditions of this Agreement.

     Section 3.4      Governmental Approvals and Filings . No approval, authorization, consent, license, clearance or order of, declaration or notification to, or filing, registration or compliance with, any Governmental Entity is required on the part of Ireland or Sub in order (a) to permit Ireland and Sub to perform their respective obligations under this Agreement or (b) to prevent the termination of any right, privilege, license or agreement of Ireland, or to prevent any loss to Ireland’s Business, by reason of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger, (ii) the registration requirements of the Securities Act and of state securities or “Blue Sky” laws and (iii) the rules of the OTC Bulletin Board applicable to the Ireland Common Stock.

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     Section 3.5      No Conflict . Except for compliance with the governmental and regulatory requirements described in Section 3.4 hereof, neither the execution, delivery and performance of this Agreement, the Articles of Merger and the Ireland Ancillary Agreements by Ireland and Sub nor the consummation by Ireland and Sub of the transactions contemplated hereby and thereby, will (a) conflict with, or result in a breach of, any of the terms, conditions or provisions of Ireland’s Articles of Incorporation, Sub’s Articles of Incorporation, Ireland’s Bylaws or Sub’s Bylaws, (b) conflict with, result in a breach or violation of, give rise to a termination right or a default under, or result in the acceleration of performance under (whether or not after the giving of notice or lapse of time or both), any mortgage, lien, lease, agreement, note, bond, indenture, guarantee or instrument or any license or franchise granted by or to third party that is material to Ireland’s Business, (c) conflict with, or result in a violation of, any statute, regulation, law, ordinance, writ, injunction, order, judgment or decree to which Ireland or Sub or any of their respective assets may be subject, which conflict, breach, default or violation would materially and adversely affect Ireland’s Business, (d) give rise to a declaration or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the assets of Ireland or Sub, (e) materially and adversely affect any franchise, license, permit or other governmental approval which is material to Ireland’s Business or is necessary to enable Ireland or Sub to carry on their respective businesses as presently conducted or is required of any employee or agent thereof to enable each of them to carry out such person’s duties on behalf of Ireland or Sub, as the case may be, or (f) require the consent of any third party.

     Section 3.6      Reports; Accuracy of Information . Ireland has made available to CBI true and complete copies of (a) Ireland’s annual report on Form 10-KSB for the year ended December 31, 2006, as filed with the United States Securities and Exchange Commission (the “Commission” ), (b) all other periodic reports filed by Ireland with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since December 31, 2006, and (c) all proxy statements and annual and quarterly reports furnished to Ireland’s stockholders since December 31, 2006. As of their respective dates (or, if any such report or proxy statement shall have been amended, as of the date of such amendment), such reports and proxy statements (i) complied with all applicable provisions, rules and regulations of federal securities laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances in which such statements were made, not misleading. Since December 31, 2006, Ireland has timely filed all reports and registration statements required to be filed by Ireland with the Commission under the rules and regulations of the Commission.

     Section 3.7       Litigation . There is no action, suit, proceeding, investigation or claim pending or, to the knowledge of Ireland, threatened against Ireland or any its Subsidiaries which could, individually or in the aggregate, have a material adverse effect on Ireland’s Business or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.

     Section 3.8       No Material Adverse Change . Since the date of the balance sheet included in Ireland’s most recently filed report on Form 10-QSB or subsequent 8-Ks, Ireland has conducted its business in the ordinary course and there has not occurred: (a) any material adverse change in the financial condition, liabilities, assets or business of Ireland; (b) any amendment or

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change in the Articles of Incorporation or Bylaws of Ireland; (c) any damage to, destruction of or loss of any assets of the Ireland (whether or not covered by insurance) that materially and adversely affects the financial condition or business of Ireland; or (d) any sale of a material amount of property of Ireland, except in the ordinary course of business.

     Section 3.9      Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement. In the event that the preceding sentence is in any way inaccurate, Ireland agrees to indemnify and hold harmless CBI from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which Ireland or any of its directors, officers, partners, employees or representatives is responsible.

ARTICLE IV

COVENANTS OF CBI

     Section 4.1      Regular Course of Business . Except as otherwise consented to in writing by Ireland, prior to the Effective Time CBI and its Subsidiaries shall conduct their respective businesses in the ordinary and usual course consistent with past practice and shall use reasonable efforts to maintain and preserve intact their business organizations, keep available the services of their officers and employees and maintain positive relations with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with them. CBI shall promptly notify Ireland of any event or occurrence not in the ordinary course of business and will not enter into or amend any agreement or take any action which reasonably could be expected to have a material adverse effect on CBI’s Business.

     Section 4.2       Restricted Activities and Transactions . Except as provided herein or as otherwise consented to in writing by Ireland, prior to the Effective Time, CBI and its Subsidiaries will not:

          (a)      propose, adopt or permit an amendment of the Articles of Incorporation or the Bylaws of CBI or any of its Subsidiaries;

          (b)      issue, sell, encumber or deliver, or agree to issue, sell, encumber or deliver, any shares of any class of capital stock of CBI or its Subsidiaries or any securities convertible into any such shares or convertible into securities in turn so convertible, or any options, warrants, or other rights calling for the issuance, sale or delivery of any such shares or convertible securities (except pursuant to the exercise of CBI Options or other securities convertible into or exercisable for CBI Capital Stock and outstanding as of the date hereof) or authorize or propose any change in its equity capitalization, except for the issuance of up to 157,500 shares of CBI Common Stock upon the proper exercise of the CBI Options in accordance with the terms thereof;

          (c)      split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or repurchase, redeem or otherwise acquire any shares of its capital stock,

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          (d)      mortgage or pledge any of its assets, tangible or intangible;

          (e)      (i) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), (ii) cancel or agree to cancel any debts or claims, (iii) lease, sell or transfer, agree to lease, sell or transfer, or grant or agree to grant any preferential rights to lease or acquire, any of its assets, property or rights (except for (A) dispositions of obsolete or worthless assets, (B) sales immaterial assets not in excess of $25,000 in the aggregate and (C) leases of equipment in the ordinary course of business pursuant to commitments as set forth in the CBI Disclosure Schedule), or (iv) make or permit any material amendments or termination of any material contract, agreement, license or other right to which it is a party;

          (f)      grant any increase in compensation to any employee or director (except for annual increases in salary or wages of, and bonus grants made to, employees in the ordinary course of business consistent with past practice, provided that such increases or grants have been consented to in writing by Ireland and have been listed in the CBI Disclosure Schedule), or amend in any respect the terms of any Plan or adopt any new Plan or similar arrangements or agreements (except in each case as specifically provided in this Agreement or as required by law), or enter into or amend any employment, severance or similar arrangement;

          (g)      accelerate, amend or change the period of exercisability of any rights to purchase securities of CBI or change the vesting period of any restricted stock of CBI or authorize cash payments in exchange for any outstanding CBI Options, except to extend to no later than December 31, 2007, the expiration of outstanding options to purchase up to 76,400 shares of CBI Common Stock that would otherwise expire;

          (h)      hire any management personnel or terminate any employee of CBI or any of its Subsidiaries, except in the ordinary course of business involving a person with an annual salary of less than $25,000 and only (in the case of a new hire) pursuant to an at-will arrangement without any severance benefits;

          (i)      acquire control or ownership of any other corporation, association, joint venture, partnership, business trust or other business entity, or acquire control or ownership of all or a substantial portion of the assets of any of the foregoing, or incorporate or form, or cause to be incorporated or formed, any corporation, association, joint venture, partnership, business trust or other business entity, or merge, consolidate or otherwise combine with any other corporation (except as provided for in this Agreement), or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the CBI Business;

          (j)      transfer the stock of any Subsidiaries of CBI to any other Subsidiary of CBI or transfer any assets or liabilities of CBI or any of its Subsidiaries to any new or existing Subsidiary of CBI;

          (k)      pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of in the ordinary course of business consistent with past practice of liabilities reflected or reserved against in the CBI Financial Statements;

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          (l)      except in the ordinary course of business, enter into or agree to enter into any transaction material to CBI’s Business;

          (m)      enter into or amend any agreements pursuant to which any other party is granted most favored customer status or exclusive marketing, distribution or other similar rights with respect to any products of CBI or any of its Subsidiaries;

          (n)      violate, amend or otherwise modify the material terms of any of the contracts set forth on the CBI Disclosure Schedule;

          (o)      commence a lawsuit other than for the routine collection of bills or to enforce CBI’s rights under this Agreement, or settle a lawsuit;

          (p)   &nbs