AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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El Capitan Acquisition Company | EL CAPITAN PRECIOUS METALS, INC | Gold and Minerals Company, Inc

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Nevada Date: 2/19/2008
Industry: Metal Mining Law Firm: Maslon Edelman Sector: Basic Materials

A GREEMENT AND PLAN OF MERGER

BY AND AMONG

GOLD AND MINERALS COMPANY, INC.,

EL CAPITAN PRECIOUS METALS, INC.

LARRY LOZENSKY

AND

EL CAPITAN ACQUISITION COMPANY

FEBRUARY 12, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
ARTICLE II MERGER		4
2.1	The Merger	4
2.2	Effects of Merger	5
2.3	Effect on Gold and Minerals Capital Stock and MergerCo Capital Stock	6
2.4	Rights of Holders of Gold and Minerals Capital Stock	6
2.5	Procedure for Exchange of Gold and Minerals Common Stock	6
2.6	Distributions with Respect to Unexchanged Shares	7
2.7	Dissenting Shares	7
2.8	Directors and Officers of the Surviving Corporation	8
2.9	Escrow of Shares Issued to Shareholder	8
2.10	Working Capital Adjustment	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF GOLD AND MINERALS AND SHAREHOLDER		8
3.1	Organization and Qualification	8
3.2	Authority Relative to this Agreement; Non-Contravention	9
3.3	No Conflicts	9
3.4	Capitalization	9
3.5	Litigation	10
3.6	No Brokers or Finders	10
3.7	Subsidiaries	10
3.8	Tax Matters	10
3.9	Contracts and Commitments	11
3.10	Affiliate Transactions	12
3.11	Compliance with Laws; Permits	12
3.12	Financial Statements	13
3.13	Books and Records	13
3.14	Real Property	13
3.15	Insurance	13
3.16	No Undisclosed Liabilities	13
3.17	Environmental Matters	13
3.18	Absence of Certain Developments	15
3.19	Employee Benefit Plans	16
3.20	Employees	16
3.21	Intellectual Property	17
3.22	Tax-Free Reorganization	17
3.23	Vote Required	17
3.24	Proxy Statement and Registration Statement	17
3.25	Full Disclosure	17
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ECPN AND MERGERCO		18
4.1	Organization and Qualification	18
4.2	Authority Relative to this Agreement; Non-Contravention	18
4.3	No Conflicts	18
4.4	Capitalization	19
4.5	Exchange Act Reports	19
4.6	Litigation	19

4.7	Subsidiaries	20
4.8	No Brokers or Finders	20
4.9	Tax Matters	20
4.10	Contracts and Commitments	21
4.11	Affiliate Transactions	21
4.12	Compliance with Laws; Permits	21
4.13	Validity of the ECPN Common Stock	21
4.14	Real Property	21
4.15	Insurance	22
4.16	No Undisclosed Liabilities	22
4.17	Environmental Matters	22
4.18	Absence of Certain Developments	23
4.19	Employee Benefit Plans	24
4.20	Employees	24
4.21	Intellectual Property	24
4.22	Tax Free Reorganization	25
4.23	Financial Statements	25
4.24	Full Disclosure	25
ARTICLE V REPRESENTATIONS AND WARRANTIES OF GOLD AND MINERALS, SHAREHOLDER, AND ECPN REGARDING ECL		25
5.1	Relative Responsibility for Representations and Warranties Related to ECL	26
5.2	Organization	26
5.3	No Conflicts	26
5.4	Capitalization	26
5.5	Litigation	26
5.6	Tax Matters	27
5.7	Contracts and Commitments	27
5.8	Affiliate Transactions	27
5.9	Compliance with Laws; Permits	28
5.10	Real Property	28
5.11	No Undisclosed Liabilities	28
5.12	Environmental Matters	28
5.13	Intellectual Property	29
5.14	Full Disclosure	29
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER		29
6.1	Conduct of Business by ECPN and MergerCo	29
6.2	Conduct of Business by Gold and Minerals	30
ARTICLE VII ADDITIONAL COVENANTS AND AGREEMENTS		30
7.1	Governmental Filings	30
7.2	Expenses	30
7.3	Due Diligence; Access to Information; Confidentiality	30
7.4	Tax Treatment	32
7.5	Press Releases	32
7.6	Preparation of Disclosure Documents	33
7.7	Gold and Minerals Stockholders’ Meeting; Materials to Stockholders	33
7.8	Intentionally Omitted	33
7.9	Intentionally Omitted	33
7.10	Intentionally Omitted	33
7.11	Intentionally Omitted	33
7.12	Appointment of Director to Board of ECPN	33

7.13	Failure to Fulfill Conditions	34
7.14	Notification of Certain Matters	34
ARTICLE VIII CONDITIONS		34
8.1	Conditions to Obligations of Each Party	34
8.2	Additional Conditions to Obligation of ECPN and MergerCo	35
8.3	Additional Conditions to Obligation of Gold and Minerals	36
ARTICLE IX INDEMNIFICATION		37
9.1	Indemnification by Shareholder	37
9.2	Definition	37
9.3	Third Party Claims	37
9.4	Claims Period	38
9.5	Payment of Indemnification Claim	39
ARTICLE X TERMINATION, AMENDMENT AND WAIVER		39
10.1	Termination	39
ARTICLE XI GENERAL PROVISIONS		39
11.1	Notices	39
11.2	No Survival	41
11.3	Interpretation	41
11.4	Severability	41
11.5	Amendment	41
11.6	Waiver	41
11.7	Miscellaneous	41
11.8	Counterparts	41
11.9	Third Party Beneficiaries	42
11.10	Governing Law	42
11.11	Jurisdiction; Service of Process	42

iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “ Agreement ”) is entered into as of February 12, 2008, by and among Gold and Minerals Company, Inc. , a Nevada corporation (“ Gold and Minerals ”), Larry Lozensky , who is a shareholder of Gold and Minerals (the “ Shareholder ”), El Capitan Precious Metals, Inc., a Nevada corporation (“ ECPN ”), and El Capitan Acquisition Company , a Nevada corporation and wholly-owned subsidiary of ECPN (“ MergerCo ”).

WITNESSETH

WHEREAS, the Boards of Directors of Gold and Minerals, ECPN and MergerCo have determined that it is in the best interests of such corporations and their respective stockholders to consummate the merger of MergerCo with and into Gold and Minerals, with Gold and Minerals as the surviving corporation (the “ Merger ”);

WHEREAS, ECPN, as the sole stockholder of MergerCo, has approved this Agreement, the Merger and the transactions contemplated by this Agreement pursuant to action taken by written consent in accordance with the requirements of Chapters 78 and 92A of the Nevada Revised Statutes (the “ NRS ”) and the Bylaws of MergerCo;

WHEREAS, pursuant to the Merger, among other things, the outstanding shares of capital stock of Gold and Minerals shall be converted into the Merger Consideration (as hereinafter defined) upon the Effective Time (as hereinafter defined); and

WHEREAS, the parties to this Agreement intend to adopt this Agreement as a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations promulgated thereunder, and intend that the Merger and the transactions contemplated by this Agreement be undertaken pursuant to that plan. Accordingly, the parties to this Agreement intend that the Merger qualify as a “reorganization,” within the meaning of Section 368(a) of the Code, and that ECPN, MergerCo and Gold and Minerals will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings (such meaning to be equally applicable to both the singular and plural forms of the terms defined):

“ Affiliate ” has the meaning as defined in Rule 12b-2 promulgated under the Exchange Act, as such regulation is in effect on the date hereof.

“ Articles of Merger ” shall mean the Articles of Merger in substantially the form attached hereto as Exhibit A .

“ Closing ” shall have the meaning as set forth in Section 2.2(d) .

“ Closing Date ” shall have the meaning as set forth in Section 2.2(d) .

“ Code ” has the meaning ascribed thereto in the preambles to this Agreement.

“ Copyrights ” shall mean registered and unregistered copyrights and copyright applications.

“ Dissenting Shares ” shall have the meaning as set forth in Section 2.7 .

“ ECL ” shall mean El Capitan, Ltd., an Arizona corporation.

“ ECL Intellectual Property ” shall have the meaning as set forth in Section 5.13 .

“ ECL Returns ” shall have the meaning as set forth in Section 5.6(a) .

“ ECPN Common Stock ” shall mean the common stock, par value $.001 per share, of ECPN.

“ ECPN 8-K Reports ” shall have the meaning as set forth in Section 4.5 .

“ ECPN Indemnified Party ” shall have the meaning as set forth in Section 9.1 .

“ ECPN Insiders ” shall have the meaning as set forth in Section 4.11 .

“ ECPN Intellectual Property ” shall have the meaning as set forth in Section 4.21 .

“ ECPN Latest Balance Sheet ” shall have the meaning as set forth in Section 4.16 .

“ ECPN Losses ” shall have the meaning as set forth in Section 9.1 .

“ ECPN Reports ” shall have the meaning as set forth in Section 4.5 .

“ ECPN Returns ” shall have the meaning as set forth in Section 4.9(a) .

“ ECPN 10-KSB Report ” shall have the meaning as set forth in Section 4.5 .

“ Effective Date ” shall have the meaning as set forth in Section 2.2(d) .

“ Effective Time ” shall have the meaning as set forth in Section 2.2(d) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor law and the rules and regulations promulgated thereunder.

“ Escrow Account ” shall have the meaning ascribed thereto in Section 2.9 .

“ Escrow Agreement ” shall have the meaning ascribed thereto in Section 2.9 .

“ Evaluated Material ” shall have the meaning ascribed thereto in Section 7.3(a) .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

“ Exchange Ratio ” shall mean the ratio of each share of ECPN Common Stock to each share of Gold and Minerals Common Stock outstanding immediately prior to the Effective Time that shall result in the issuance of 118,965,000 shares of ECPN Common Stock, in aggregate, to the shareholders of Gold and Minerals as Merger Consideration, subject to the Working Capital Adjustment.

“ Fair Market Value ” shall have the meaning ascribed thereto in Section 2.9 .

“ GAAP ” shall mean United States generally accepted accounting principles as in effect from time to time.

“ Gold and Minerals Common Stock ” means the common stock, par value $.001, of Gold and Minerals.

“ Gold and Minerals Financial Statements ” shall have the meaning as set forth in Section 3.12 .

“ Gold and Minerals Insiders ” shall have the meaning as set forth in Section 3.10 .

“ Gold and Minerals Intellectual Property ” shall have the meaning as set forth in Section 3.21 .

“ Gold and Minerals Latest Balance Sheet ” shall have the meaning as set forth in Section 3.16 .

“ Gold and Minerals Permits ” shall have the meaning as set forth in Section 3.11(b) .

“ Gold and Minerals Plans ” shall have the meaning as set forth in Section 3.19(a) .

“ Gold and Minerals Returns ” shall have the meaning as set forth in Section 3.8(a) .

“ Gold and Minerals Stockholder Meeting ” shall have the meaning ascribed thereto in Section 7.7 .

“ Intellectual Property ” means any software together with Patents, Copyrights, Trademarks, and Know-How.

“ Know-How ” means trade secrets, confidential or proprietary technical information, know-how, designs, processes, research in progress, inventions and invention disclosures (whether patentable or unpatentable).

“ Knowledge ” means, with respect to an individual, that such individual is actually aware of a particular fact or other matter, with no obligation to conduct any inquiry or other investigation to determine the accuracy of such fact or other matter. A Person other than an individual shall be deemed to have Knowledge of a particular fact or other matter if the officers, directors or other management personnel of such Person had Knowledge of such fact or other matter.

“ Material Adverse Effect ” shall, with respect to an entity, mean a material adverse effect on the business, operations, results of operations or financial condition of such entity on a consolidated basis.

“ Merger ” shall have the meaning ascribed thereto in the preambles of this Agreement.

“ Merger Consideration ” means the shares of ECPN Common Stock issuable in connection with the Merger to the holders of Gold and Minerals Common Stock based on the Exchange Ratio.

“ NRS ” shall mean the Nevada Revised Statutes.

“ Patents ” shall mean patents, including any registrations, continuations, continuations in part, renewals, and any applications for any of the foregoing.

“ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, governmental authority or other entity.

“ Proxy Statement/Prospectus ” shall have the meaning as set forth in Section 3.24 .

“ Representatives ” shall have the meaning as set forth in Section 7.3(a) .

“ Requisite Gold and Minerals Stockholder Vote ” shall have the meaning as set forth in Section 3.2 .

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.

“ Subsidiary ” shall, with respect to any Person, mean (i) each corporation in which such Person owns directly or indirectly fifty percent (50%) or more of the voting securities of such corporation and (ii) any other Person in which such Person owns at least a majority voting interest, and shall, in each case, unless otherwise indicated, be deemed to refer to both direct and indirect subsidiaries of such Person; provided, that ECL shall not be considered a Subsidiary of Gold and Minerals and thus shall not be subject to the representations and warranties of Gold and Minerals and Shareholder pursuant to Article III , but instead shall be subject to the representations and warranties of the parties pursuant to Article V .

“ Surviving Company ” shall have the meaning as set forth in Article II .

“ Tax ” or “ Taxes ” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, environmental taxes, customs duties, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, workers’ compensation, employment-related insurance, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other governmental tax, fee, assessment or charge of any kind whatsoever including any interest, penalties or additions to any Tax or additional amounts in respect of the foregoing.

“ Transfer Agent ” shall mean OTR, Inc., the transfer agent for ECPN and Gold and Minerals.

“ Transfer Date ” shall have the meaning set forth in the introduction to Article V .

“ Trademarks ” means registered and unregistered trademarks, service marks, trade names, slogans, logos, designs and general intangibles of the like nature, together with all registrations and applications therefor.

“ Working Capital ” shall have the meaning as set forth in Section 2.10 .

“ Working Capital Adjustment ” shall have the meaning as set forth in Section 2.10 .

ARTICLE II

MERGER

2.1 The Merger . Subject to the satisfaction or waiver of the conditions set forth in Article VIII , at the Effective Time, (i) MergerCo will merge with and into Gold and Minerals, and (ii) Gold and Minerals will become a wholly-owned subsidiary of ECPN. The term “ Surviving Company ” as used herein shall mean Gold and Minerals, as a wholly-owned subsidiary of ECPN after giving effect to the Merger. The Merger will be effected pursuant to the Articles of Merger in accordance with the provisions of, and with the effect provided in, Section 92A.200 of the NRS.

2.2 Effects of Merger .

(a) From and after the Effective Time and until further amended in accordance with law, (i) the Articles of Incorporation of MergerCo as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Company, and (ii) the Bylaws of MergerCo as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company.

(b) From and after the Effective Time, (i) all of the rights, privileges, immunities, powers, franchises and authority (both public and private) of Gold and Minerals and MergerCo shall vest in the Surviving Company; (ii) all of the assets and property of Gold and Minerals and MergerCo of every kind, nature and description (real, personal and mixed, and both tangible and intangible) and every interest therein, wheresoever located, including without limitation all debts or other obligations belonging or due to Gold and Minerals or MergerCo (other than any such debts or other obligations between them or as otherwise set forth in this Agreement), all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Gold and Minerals and MergerCo (other than any such debts or other obligations between them), all rights of creditors of Gold and Minerals or MergerCo and all liens or security interests encumbering any of the property of Gold and Minerals or MergerCo shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, Surviving Company specifically assumes all continuing obligations which Gold and Minerals or MergerCo would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s articles of incorporation, bylaws and pursuant to the NRS, with respect to any and all claims arising out of actions taken or omitted by Gold and Minerals’ officers and directors prior to the Effective Date.

(c) ECPN, Gold and Minerals and MergerCo, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS at the Effective Time. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Gold and Minerals or MergerCo, the officers of the Surviving Company are fully authorized in the name of ECPN, Gold and Minerals and MergerCo or otherwise to take, and shall take, all such lawful and necessary action.

(d) Subject to the provisions of Article VIII and Article X hereof, the closing (the “ Closing ”) of the transactions contemplated hereby shall take place at 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota, or such other time and place as Gold and Minerals and ECPN mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VIII (the “ Closing Date ”), but in no event later than ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Articles of Merger to be filed with the Nevada Secretary of State in accordance with the NRS. The Merger shall be effective when the Articles of Merger are filed with the Nevada Secretary of State (the “ Effective Time ”). As used herein, the term “ Effective Date ” shall mean the date on which the Articles of Merger are filed with the Nevada Secretary of State.

2.3 Effect on Gold and Minerals Capital Stock and MergerCo Capital Stock . To effectuate the Merger, and subject to the terms and conditions of this Agreement, at the Effective Time:

(a) Subject to the payment of cash in lieu of fractional shares as provided in Section 2.3(b) , each share of Gold and Minerals Common Stock issued and outstanding immediately prior to the Effective Time (other than shares extinguished pursuant to this Section 2.3 and Dissenting Shares) shall automatically be converted into and exchangeable for the number of fully paid and nonassessable shares of ECPN Common Stock equal to one (1) multiplied by the Exchange Ratio;

(b) In lieu of fractional shares, each Gold and Minerals shareholder who would otherwise have been entitled to a fraction of a share of ECPN Common Stock pursuant to this Section 2.3 (after aggregating all fractional shares otherwise to be received by such Gold and Minerals shareholder) shall receive, without interest, an amount in cash (rounded to the nearest whole cent) determined by multiplying such fraction by the average closing price of ECPN Common Stock as reported on the Over-The-Counter Bulletin Board (the “ OTCBB ”) for the thirty trading days prior to, but not including, the Closing Date;

(c) All shares of Gold and Minerals Common Stock held at the Effective Time by Gold and Minerals as treasury stock will be canceled and no payment will be made with respect to those shares;

(d) Each share of Gold and Minerals Common Stock issued and outstanding immediately prior to the Effective Time and owned by MergerCo or ECPN, if any, shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto; and

(e) All shares of common stock, $0.001 par value per share, of MergerCo issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Company.

2.4 Rights of Holders of Gold and Minerals Capital Stock . On and after the Effective Date and until surrendered for exchange, each outstanding stock certificate that immediately prior to the Effective Date represented shares of Gold and Minerals Common Stock (except Dissenting Shares and shares cancelled or extinguished pursuant to Section 2.3 ) shall be deemed for all purposes to evidence ownership of and to represent the number of whole shares of ECPN Common Stock into which such shares of Gold and Minerals Common Stock shall have been converted pursuant to Section 2.3 above. The record holder of each such outstanding certificate representing shares of Gold and Minerals Common Stock, shall, after the Effective Date, be entitled to vote the shares of ECPN Common Stock into which such shares of Gold and Minerals Common Stock shall have been converted on any matters on which the holders of record of ECPN Common Stock, as of any date subsequent to the Effective Date, shall be entitled to vote. In any matters relating to such certificates of Gold and Minerals Common Stock, ECPN may rely conclusively upon the record of stockholders maintained by Gold and Minerals containing the names and addresses of the holders of record of Gold and Minerals Common Stock on the Effective Date.

2.5 Procedure for Exchange of Gold and Minerals Common Stock .

(a) After the Effective Time, holders of certificates theretofore evidencing outstanding shares of Gold and Minerals Common Stock (except Dissenting Shares, shares cancelled or extinguished pursuant to Section 2.3 , and shares deposited by the Shareholder into escrow pursuant to Section 2.9 ), upon surrender of such certificates to the Transfer Agent, shall be entitled to receive (i) certificates representing the number of shares of ECPN Common Stock into which shares of Gold and Minerals Common Stock theretofore represented by the certificates so surrendered are exchangeable as provided in Section 2.3(a) hereof and (ii) a check in the amount of any cash due pursuant to Sections 2.3(b) and 2.6 . ECPN shall not be obligated to deliver any such shares of ECPN Common Stock to which any former holder of shares of Gold and Minerals Common Stock is entitled until such holder surrenders the certificate or certificates representing such shares. Until surrendered in accordance with this Section 2.5 , each certificate evidencing Gold and Minerals Common Stock shall represent for all purposes only the right to receive Merger Consideration and, if applicable, amounts under Section 2.6 . Upon surrender, each certificate evidencing Gold and Minerals Common Stock shall be canceled. If there is a transfer of Gold and Minerals Common Stock ownership which is not registered in the transfer records of Gold and Minerals, a certificate representing the proper number of shares of ECPN Common Stock may be issued to a person other than the person in whose name the certificate so surrendered is registered if: (x) upon presentation to the Transfer Agent or Secretary of ECPN, such certificate shall be properly endorsed or otherwise be in proper form for transfer, including an appropriate signature guarantee, and (y) the person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of shares of ECPN Common Stock to a person other than the registered holder of such certificate or establish to the reasonable satisfaction of ECPN that such tax has been paid or is not applicable. If any certificate evidencing Gold and Minerals Common Stock has not been surrendered immediately prior to the date upon which the Merger Consideration in respect of such certificate would irrevocably escheat to or become the property of any governmental entity, any such shares, cash, dividends or distributions in respect of such certificate shall, to the extent permitted by applicable law, become the property of ECPN, free and clear of all claims or interest of any person previously entitled thereto. None of ECPN, the Surviving Company or the Transfer Agent shall be liable to any person in respect of any shares (or dividends or distributions with respect thereto) or cash payments delivered to a public official pursuant to any escheat, abandoned property or similar applicable law.

(b) All shares of ECPN Common Stock issued upon the surrender for exchange of Gold and Minerals Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Gold and Minerals Common Stock.

(c) In the event any certificate for Gold and Minerals Common Stock shall have been lost, stolen or destroyed, ECPN shall issue and pay in exchange for such lost, stolen or destroyed certificate, promptly following its receipt of an affidavit of that fact by the holder thereof, such shares of the ECPN Common Stock as may be required pursuant to this Agreement; provided, however , that ECPN, in its discretion and as a condition precedent to the issuance and payment thereof, may require the owner of such lost, stolen or destroyed certificate to deliver a bond in such sum as it may direct as indemnity against any claim that may be made against ECPN or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.

2.6 Distributions with Respect to Unexchanged Shares . No dividend or other distribution declared with respect to ECPN Common Stock with a record date after the Effective Time shall be paid to holders of unsurrendered certificates evidencing Gold and Minerals Common Stock, including holders of certificates who comply with the provisions of Section 2.5(c) (with regard to lost certificates) until such holders surrender such certificates or submit an affidavit (and a bond, as applicable) in accordance with Section 2.5(c) . Upon the surrender of such certificates in accordance with this Section or Section 2.5(c) , there shall be paid to such holders, promptly after such surrender or submission, as applicable, the amount of dividends or other distributions, without interest, declared with a record date after the Effective Time occurs and not paid because of the failure to surrender such certificates for exchange.

2.7 Dissenting Shares . Shares of capital stock of Gold and Minerals held by stockholders of Gold and Minerals who have properly exercised and preserved appraisal rights with respect to those shares in accordance with Chapter 92A of the NRS (“ Dissenting Shares ”) shall not be converted into or represent a right to receive shares of ECPN Common Stock pursuant to Section 2.3 above, but the holders thereof shall be entitled only to such rights as are granted by Chapter 92A of the NRS. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Chapter 92A of the NRS shall receive payment therefor from the Surviving Company in accordance with such laws; provided, however , that if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment of such shares under Chapter 92A of the NRS, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been canceled, extinguished and exchanged, as of the Effective Time, into and represent the right to receive from ECPN shares of ECPN Common Stock as provided in Section 2.3 above. Any payments in respect of Dissenting Shares will be deemed made by the Surviving Company. Gold and Minerals shall give ECPN prompt notice of any demand for appraisal received by Gold and Minerals, withdrawals of such demands, and any other instruments served pursuant to Chapter 92A of the NRS and received by Gold and Minerals. Gold and Minerals shall not, without the prior written consent of ECPN, make any payment with respect to any demand for appraisal or offer to settle or settle any such demand.

2.8 Directors and Officers of the Surviving Corporation . From and after the Effective Time, the directors and officers of the Surviving Company shall be the persons who were directors and officers of MergerCo immediately prior to the Effective Time, respectively. These directors and officers of the Surviving Company shall hold office for the term specified in, and subject to the provisions contained in, the Articles of Incorporation and Bylaws of the Surviving Company and applicable law. If, at or after the Effective Time, a vacancy shall exist on the board of directors or in any of the offices of the Surviving Company, such vacancy shall be filled in the manner provided in the Articles of Incorporation and Bylaws of the Surviving Company.

2.9 Escrow of Shares Issued to Shareholder . A portion of the shares of ECPN Common Stock to be issued to Shareholder in connection with the Merger will be deposited in an escrow account (the “ Escrow Account ”) with a bank that is mutually agreeable to ECPN and the Shareholder as escrow agent, to be held in accordance with the terms of an escrow agreement among ECPN, the Shareholder and the escrow agent in the form attached hereto as Exhibit B (the “ Escrow Agreement ”). The shares to be deposited in the Escrow Account will have a closing market price on the trading day immediately prior to the Effective Time (“ Fair Market Value ”) equal to $1,000,000, reduced by the amount of the positive Working Capital up to $1,000,000, as described in Section 2.10 .

2.10 Working Capital Adjustment . Gold and Minerals shall provide ECPN with a current balance sheet as of the end of the last business day before the anticipated Effective Time, which shall be certified by an officer of Gold and Minerals and acceptable to ECPN. Such balance sheet will include a calculation of the working capital (current assets less current liabilities) of Gold and Minerals (“ Working Capital ”) as of such date. If the Working Capital is positive but is less than or equal to $1,000,000, then the Merger Consideration will not be adjusted, but instead the positive Working Capital will constitute a non-refundable reserve under the Escrow Agreement. If the Working Capital is positive and in excess of $1,000,000, the aggregate Merger Consideration shall be increased by the number of shares of ECPN Common Stock having a Fair Market Value equal to such excess of $1,000,000. If the Working Capital is negative, the aggregate Merger Consideration shall be decreased by the number of shares of ECPN Common Stock having a Fair Market Value equal to such deficit.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GOLD AND MINERALS

AND SHAREHOLDER

Gold and Minerals and Shareholder, jointly and severally, hereby represent and warrant to ECPN and MergerCo as follows; provided, that with respect to this Article III , the Shareholder’s representations and warranties are each limited to his Knowledge:

3.1 Organization and Qualification . Each of Gold and Minerals and its Subsidiaries (as identified in Section 3.7 hereof) is, and on the Effective Date will be, a corporation duly organized, validly existing and in good standing in the state in which it is incorporated, and has the requisite corporate power to carry on its business as now conducted. The copies of the Articles of Incorporation and Bylaws of Gold and Minerals and each of its Subsidiaries, all of which have been made available to ECPN prior to the date of this Agreement, are correct and complete copies of such documents as in effect as of the date hereof, and shall be in effect on the Effective Date. Gold and Minerals is, and on the Effective Date will be, licensed or qualified to do business in every jurisdiction in which the nature of its business or its ownership of property requires it to be licensed or qualified, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Gold and Minerals or the Surviving Company.

3.2 Authority Relative to this Agreement; Non-Contravention . The execution and delivery of this Agreement by Gold and Minerals and the consummation by Gold and Minerals of the transactions contemplated hereby have been duly authorized by the Board of Directors of Gold and Minerals. Except for approval of this Agreement and the Merger by the affirmative vote of a majority of votes that holders of the outstanding shares of Gold and Minerals Common Stock are entitled to cast (the “ Requisite Gold and Minerals Stockholder Vote ”), which will be obtained prior to Closing, no other corporate proceedings on the part of Gold and Minerals are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Gold and Minerals and, assuming it is a valid and binding obligation of ECPN and MergerCo, constitutes a valid and binding obligation of Gold and Minerals enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and filing of Form D with the Securities and Exchange Commission , and (y) the filing of the Articles of Merger with the Secretary of State of Nevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Gold and Minerals for the consummation by Gold and Minerals of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Gold and Minerals or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

3.3 No Conflicts . Neither Gold and Minerals nor any of its Subsidiaries is subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Gold and Minerals or the Surviving Company.

3.4 Capitalization .

(a) The authorized, issued and outstanding shares of capital stock of Gold and Minerals and each of its Subsidiaries as of the date hereof are correctly set forth on Schedule 3.4(a) . The issued and outstanding shares of capital stock of Gold and Minerals and each of its Subsidiaries are, and on the Effective Date will be, duly authorized, validly issued, fully paid and nonassessable and not issued in violation of any preemptive rights and, to Gold and Minerals’ Knowledge, free from any restrictions on transfer (other than restrictions under the Securities Act or state securities laws) or any option, lien, pledge, security interest, encumbrance or charge of any kind. Other than as described on Schedule 3.4(a) , Gold and Minerals and each of its Subsidiaries have no other equity securities or securities containing any equity features authorized, issued or outstanding. Except as set forth in Schedule 3.4(a) hereto, there are no agreements or other rights or arrangements existing which provide for the sale or issuance of capital stock by Gold and Minerals or any of its Subsidiaries, and there are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or otherwise acquire from Gold and Minerals or any of its Subsidiaries any shares of capital stock or other securities of any kind of Gold and Minerals or any of its Subsidiaries, and there will not be any such agreements prior to or on the Effective Date. There are, and on the Effective Date there will be, no agreements or other obligations (contingent or otherwise) which may require Gold and Minerals or any of its Subsidiaries to repurchase or otherwise acquire any shares of capital stock of Gold and Minerals or any of its Subsidiaries.

(b) Schedule 3.4(b) contains a list of the names of the owners of record as of the date of this Agreement of all issued and outstanding shares of the capital stock of each of the Subsidiaries of Gold and Minerals and the number of shares its Subsidiaries each of them holds.

(c) Neither Gold and Minerals nor any of its Subsidiaries owns, or is party to any contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other Person. Except as contemplated by this Agreement, neither Gold and Minerals nor any of its Subsidiaries is a party to, and, to Gold and Minerals’ Knowledge, there do not exist, any voting trusts, proxies, or other contracts with respect to the voting of shares of capital stock of Gold and Minerals.

3.5 Litigation . There are no material actions, suits, proceedings, orders or investigations pending or, to the Knowledge of Gold and Minerals, threatened against Gold and Minerals, its Subsidiaries, or any of their respective officers, directors, employees or Affiliates, individually or in the aggregate, at law or in equity, or before or by any federal, state or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, and to the Knowledge of Gold and Minerals, there is no reasonable basis for any proceeding, claim, action or governmental investigation directly or indirectly involving Gold and Minerals or any of its Subsidiaries or any of their respective officers, directors, employees or affiliates, individually or in the aggregate. Neither Gold and Minerals nor any of its Subsidiaries is a party to any order, judgment or decree issued by any federal, state or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign.

3.6 No Brokers or Finders . None of Gold and Minerals, any of its Subsidiaries or their respective officers, directors, employees or Affiliates has employed any broker, finder, investment banker or investment advisor or Person performing similar function, or incurred any liability, for brokerage commissions, finders’ fees, investment advisory fees or similar compensation, in connection with the transactions contemplated by this Agreement.

3.7 Subsidiaries . Except as identified on Schedule 3.7, Gold and Minerals does not have, and on the Effective Date will not have, any subsidiaries, or any direct or indirect interest in any other business entity. Each of the entities identified on Schedule 3.7 shall be referred to as a “ Subsidiary ,” and all of such entities collectively as the “ Subsidiaries .”

3.8 Tax Matters .

(a) (i) Except as set forth on Schedule 3.8 , Gold and Minerals and each of its Subsidiaries has timely filed (or has had timely filed on its behalf) all returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“ Gold and Minerals Returns ”), required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any taxing authority having jurisdiction; (ii) all such Gold and Minerals Returns are complete and accurate in all material respects; (iii) Gold and Minerals and each of its Subsidiaries has timely and properly paid (or has had paid on its behalf) all Taxes required to be paid by it or any Subsidiary; (iv) Gold and Minerals has established on the Gold and Minerals Latest Balance Sheet, in accordance with GAAP, reserves that are adequate for the payment of any Taxes not yet paid; and (v) Gold and Minerals and each of its Subsidiaries has complied with all applicable laws, rules, and regulations relating to the collection or withholding of Taxes from third parties (including without limitation employees) and the payment thereof (including, without limitation, withholding of Taxes under Sections 1441 and 1442 of the Code, or similar provisions under any foreign laws).

(b) To Gold and Minerals’ Knowledge , there are no liens for Taxes upon any assets of Gold and Minerals or any of its Subsidiaries, except liens for Taxes not yet due.

(c) No deficiency for any Taxes has been asserted, assessed or, to Gold and Minerals’ Knowledge, proposed against Gold and Minerals or any of its Subsidiaries that has not been resolved and paid in full or is not being contested in good faith. No waiver, extension or comparable consent given by Gold and Minerals or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Returns is outstanding, nor is any request for any such waiver or consent pending. There has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or Gold and Minerals Returns, nor is any such Tax audit or other proceeding pending, nor has there been any notice to Gold and Minerals or any of its Subsidiaries by any Taxing authority regarding any such Tax audit or other proceeding, or, to the Knowledge of Gold and Minerals, is any such Tax audit or other proceeding threatened with regard to any Taxes or Gold and Minerals Returns. Neither Gold and Minerals nor any of its Subsidiaries expects the assessment of any additional Taxes of Gold and Minerals or any of its Subsidiaries for any period prior to the date hereof and has no Knowledge of any unresolved questions, claims or disputes concerning the liability for Taxes of Gold and Minerals or any of its Subsidiaries which would exceed the estimated reserves established on its books and records.

(d) Neither Gold and Minerals nor any of its Subsidiaries is a party to any agreement, contract or arrangement that would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code, and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by Gold and Minerals not to be deductible (in whole or in part) under Section 280G of the Code nor is a party to any gain recognition agreements under Section 367 of the Code and the regulations promulgated thereunder. Neither Gold and Minerals nor any of its subsidiaries is liable for Taxes of any other Person, and is not currently under any contractual obligation to indemnify any Person with respect to Taxes, or a party to any tax sharing agreement or any other agreement providing for payments by Gold and Minerals or any of its Subsidiaries with respect to Taxes. Schedule 3.8 contains a list of all jurisdictions in which Gold and Minerals and each its Subsidiaries are required to file any Gold and Minerals Return and no claim has ever been made by a taxing authority in a jurisdiction where Gold and Minerals or any of its Subsidiaries does not currently file Gold and Minerals Returns that Gold and Minerals or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no advance rulings in respect of any Tax pending or issued by any Taxing authority with respect to any Taxes of Gold and Minerals or any of its Subsidiaries.

(e) Neither Gold and Minerals nor any of its Subsidiaries has been either a “distributing corporation” nor a “controlled corporation” (within the meaning of Section 355 of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code.

(f) Except as set forth on Schedule 3.8 , neither Gold and Minerals nor any of its Subsidiaries has requested any extension of time within which to file any Gold and Minerals Return, which return has not since been filed.

3.9 Contracts and Commitments .

(a) Schedule 3.9 hereto lists all of the agreements and provides copies of such agreements, whether oral or written, to which Gold and Minerals or any of its Subsidiaries is a party, which are currently in effect, and which relate to the operation of Gold and Minerals’ or any of its Subsidiaries’ businesses, except agreements that involve annual payments of less than $10,000 to and from Gold and Minerals and involve capital expenditures of less than $10,000 by Gold and Minerals.

(b) Gold and Minerals and each of its Subsidiaries has performed all obligations required to be performed by such party in connection with the contracts, understandings, arrangements or commitments required to be disclosed in Schedule 3.9 hereto and is not in receipt of any claim of default under any contract, understanding, arrangement or commitment required to be disclosed under such caption. Gold and Minerals has no Knowledge of any breach or anticipated breach by any other party to any contract, understanding, arrangement or commitment required to be disclosed under such caption.

3.10 Affiliate Transactions . Except as set forth in Schedule 3.10 hereto, and other than pursuant to this Agreement, no officer, director or employee of Gold and Minerals or any of its Subsidiaries, or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange, the Nasdaq Capital Market or on an over-the-counter market and less than one percent (1%) of the stock of which is beneficially owned by any of such persons) (collectively “ Gold and Minerals Insiders ”), has any agreement with Gold and Minerals or any of its Subsidiaries (other than normal employment arrangements set forth on Schedule 3.9 ) or any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of Gold and Minerals and each of its Subsidiaries (other than ownership of capital stock of Gold and Minerals or any such Subsidiary). Except as set forth on Schedule 3.10 , neither Gold and Minerals nor any of its Subsidiaries is indebted to any Gold and Minerals Insider (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary business expenses) and no Gold and Minerals Insider is indebted to Gold and Minerals or any of its Subsidiaries (except for cash advances for ordinary business expenses). None of the Gold and Minerals Insiders has any direct or indirect interest in any competitor, supplier or customer of Gold and Minerals or any of its Subsidiaries or in any person, firm or entity from whom or to whom Gold and Minerals or any of its Subsidiaries leases any property, or in any other person, firm or entity with whom Gold and Minerals or any of its Subsidiaries transacts business of any nature.

3.11 Compliance with Laws; Permits .

(a) Except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect on Gold and Minerals or the Surviving Company, Gold and Minerals and its Subsidiaries and their respective officers, directors, agents and employees have complied with all applicable laws, regulations and other requirements, including, but not limited to, federal, state, local and foreign laws, ordinances, rules, regulations and other requirements pertaining to equal employment opportunity, employee retirement, affirmative action and other hiring practices, occupational safety and health, workers’ compensation, unemployment and building and zoning codes, and no claims have been filed against Gold and Minerals or any of its Subsidiaries, and Gold and Minerals and its Subsidiaries have not received any notice alleging a violation of any such laws, regulations or other requirements. Neither Gold and Minerals nor any of its Subsidiaries is relying on any exemption from or deferral of any such applicable law, regulation or other requirement that would not be available to ECPN after it acquires Gold and Minerals’ properties, assets and business.

(b) Gold and Minerals and each of its Subsidiaries has, in full force and effect, all licenses, permits and certificates, from federal, state, local and foreign authorities (including without limitation federal and state agencies regulating occupational health and safety) necessary to conduct its business and operate its properties (collectively, the “ Gold and Minerals’ Permits ”). A true, correct and complete list of all the Gold and Minerals’ Permits is set forth in Schedule 3.11 hereto. Gold and Minerals and each of its Subsidiaries has conducted its business in compliance with all material terms and conditions of the Gold and Minerals’ Permits, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect on Gold and Minerals or the Surviving Company.

3.12 Financial Statements . Gold and Minerals has made available to ECPN audited balance sheets of Gold and Minerals as of December 31, 2007 and 2006, and the related audited statements of income, changes in stockholders’ equity, and cash flows of Gold and Minerals for the years then ended (the “ Gold and Minerals Financial Statements ”). The Gold and Minerals Financial Statements have been audited by Malone & Bailey PC and are accompanied by their audit report and the Gold and Minerals Financial Statements were prepared in accordance with GAAP consistently applied with past practice (except in each case as described in the notes thereto) and on that basis present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Gold and Minerals and its Subsidiaries on a consolidated basis as of the dates of and for the periods referred to in the Gold and Minerals Financial Statements .

3.13 Books and Records . The books of account, minute books, stock record books, and other records of Gold and Minerals and each of its Subsidiaries, complete copies of which have been made available to ECPN, have been properly kept and contain no inaccuracies except for inaccuracies that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Gold and Minerals or the Surviving Company. At the Closing, all of Gold and Minerals’ and its Subsidiaries’ records will be in the possession of Gold and Minerals.

3.14 Real Property . Except as set forth on Schedule 3.14 , neither Gold and Minerals nor any of its Subsidiaries owns any real property. Schedule 3.14 contains an accurate list of all leaseholds and other interests of Gold and Minerals in any real property. Gold and Minerals and each of its Subsidiaries has good and valid title to those leaseholds and other interests free and clear of all liens and encumbrances, and the real property to which those leasehold and other interests pertain constitutes the only real property used in Gold and Minerals’ or its Subsidiaries’ businesses.

3.15 Insurance . The insurance policies owned and maintained by Gold and Minerals and its Subsidiaries that are material to Gold and Minerals and its Subsidiaries are in full force and effect, all premiums due and payable thereon have been paid (other than retroactive or retrospective premium adjustments that Gold and Minerals or its Subsidiaries are not currently required, but may in the future be required, to pay with respect to any period ending prior to the date of this Agreement), and neither Gold and Minerals nor any of its Subsidiaries has received any notice of cancellation or termination with respect to any such policy that has not been replaced on substantially similar terms prior to the date of such cancellation.

3.16 No Undisclosed Liabilities . Except as reflected in the unaudited balance sheet of Gold and Minerals at December 31, 2007 (the “ Gold and Minerals Latest Balance Sheet ”), neither Gold and Minerals nor any of its Subsidiaries has liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) except (i) liabilities which have arisen after the date of Gold and Minerals’ Latest Balance Sheet in the ordinary course of business (none of which is a material uninsured liability), or (ii) liabilities under this Agreement.

3.17 Environmental Matters .

(a) Except as would not be expected to have a Material Adverse Effect, neither Gold and Minerals nor any of its Subsidiaries has violated, is in violation of, or has been notified that it is in violation of any Environmental Law (as defined below), and, except in full compliance with Environmental Laws, neither Gold and Minerals nor any of its Subsidiaries (nor, to the Knowledge of Gold and Minerals, any predecessor in interest in connection with the business of Gold and Minerals or its Subsidiaries) has generated, used, handled, transported or stored any Hazardous Materials (as defined below) or shipped any Hazardous Materials for treatment, storage or disposal at any other site or facility. There has been no generation, use, handling, storage or disposal of any Hazardous Materials in violation of any Environmental Law at any site owned or operated by, or premises leased by, Gold and Minerals or its Subsidiaries (or, to the Knowledge of Gold and Minerals, any predecessor in interest in connection with the business of Gold and Minerals or its Subsidiaries) during the period of Gold and Minerals’ or its Subsidiaries’ (or predecessor in interest’s) ownership, operation or lease or, to the Knowledge of Gold and Minerals, prior thereto, except as would not reasonably be expected to have a Material Adverse Effect, nor has there been or is there threatened any Release (as defined below) of any Hazardous Materials into, on, at, under or from any such site or premises during such period or, to Gold and Minerals’ Knowledge, prior thereto, in violation of any Environmental Law or which created or would, if discovered, create an obligation to report or respond in any way to such Release or would reasonably be expected to have a Material Adverse Effect.

(b) Neither Gold and Minerals nor any of its Subsidiaries has received notification in any form that, and Gold and Minerals has no Knowledge that, any site currently or formerly owned or operated by, or premises currently or formerly leased by, Gold and Minerals or its Subsidiaries (or, to the Knowledge of Gold and Minerals, predecessor in interest in connection with the business of Gold and Minerals or its Subsidiaries) that is the subject of any Federal, state or local civil, criminal or administrative investigation evaluating whether, or alleging that, any action is necessary to respond to a Release or a threatened Release of any Hazardous Material. No such site or premises is listed, or to the Knowledge of Gold and Minerals, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“ CERCLA ”), or on any comparable state or local governmental lists. Neither Gold and Minerals nor any of its Subsidiaries has received written notification of, and to the Knowledge of Gold and Minerals there is not, any potential responsibility or liability of Gold and Minerals or any of its Subsidiaries pursuant to the provisions of (i) CERCLA, (ii) any similar Federal, state, local, foreign or other Environmental Law, or (iii) any order issued pursuant to the provisions of any such Environmental Law.

(c) Gold and Minerals and its Subsidiaries have obtained all Permits required by Environmental Law necessary to enable them to conduct their respective businesses (except where failure to obtain such Permits would not reasonably be expected to have a Material Adverse Effect) and are in compliance in all material respects with such Permits. All such Permits are in full force and effect and there are no pending (and, to the Knowledge of Gold and Minerals, no threatened) proceedings that seek the revocation, cancellation, suspension or any adverse modification of any such Permits.

(d) There is no environmental or health and safety matter that reasonably would be expected to have a Material Adverse Effect. Gold and Minerals previously has furnished or made available to ECPN true and complete copies of any and all environmental audits or risk assessments, site assessments, documentation regarding shipment of Hazardous Materials, Permits required under Environmental Laws, planning and reporting documents created under Environmental Laws, and all other material correspondence, documents or communications in Gold and Minerals’ possession relating to compliance with Environmental Laws, management of Hazardous Materials, or the environmental condition of properties presently or formerly owned, operated, or leased in connection with the business of Gold and Minerals or any of its Subsidiaries (or any predecessor in interest in connection with the business of Gold and Minerals or any of its Subsidiaries).

(e) For purposes of this Agreement:

(i) “ Environmental Laws ” means any Federal, state, local or foreign Laws (including common Law), regulations, codes, rules, orders, ordinances, Permits, requirements and final governmental determinations, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment;

(ii) “ Hazardous Materials ” means (A) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “chemical substances,” “toxic substances,” “toxic pollutants,” “pollutants,” “contaminants,” “pesticides,” or “oil” or related materials as defined in any applicable Environmental Law, or (B) any petroleum or petroleum products, oil, natural or synthetic gas, radioactive materials, asbestos-containing materials, polychlorinated biphenyls, urea formaldehyde foam insulation, radon and any other substance defined or designated as hazardous, toxic or harmful to human health, safety or the environment under any Environmental Law; and

(iii) “Release” has the meaning specified in CERCLA.

3.18 Absence of Certain Developments . Except as set forth on Schedule 3.18 or as disclosed in the Gold and Minerals Financial Statements or as otherwise contemplated by this Agreement, since the date of the Gold and Minerals Latest Balance Sheet, Gold and Minerals and each of its Subsidiaries has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (a) any event having a Material Adverse Effect on Gold and Minerals or the Surviving Company, (b) any event that could reasonably be expected to prevent or materially delay the performance of Gold and Minerals’ or its Subsidiaries’ obligations pursuant to this Agreement, (c) any material change by Gold and Minerals or any of its Subsidiaries in its accounting methods, principles or practices, (d) any amendment to the Articles of Incorporation or Bylaws of Gold and Minerals or any of its Subsidiaries, (e) other than in the ordinary course of business consistent with past practice, any (i) capital expenditures by Gold and Minerals or any of its Subsidiaries, (ii) purchase, sale, assignment or transfer of any material assets by Gold and Minerals or any of its Subsidiaries, (iii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Gold and Minerals or any of its Subsidiaries, except for liens for taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Gold and Minerals or the Surviving Company, or (iv) cancellation, compromise, release or waiver by Gold and Minerals or any of its Subsidiaries of any rights of material value or any material debts or claims, (f) any incurrence by Gold and Minerals or any of its Subsidiaries of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (g) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Gold and Minerals or any of its Subsidiaries, (h) any acceleration, termination, modification or cancellation of any agreement, contract, lease or license to which Gold and Minerals or any of its Subsidiaries is a party or by which it is bound, (i) entry by Gold and Minerals or any of its Subsidiaries into any loan or other transaction with any officers, directors or employees of Gold and Minerals or any of its Subsidiaries, (j) entry by Gold and Minerals or any of its Subsidiaries into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (k) any negotiation or agreement by the Gold and Minerals or any of its Subsidiaries to do any of the things described in the preceding clauses (a) through (j).

3.19 Employee Benefit Plans .

(a) Schedule 3.19(a) lists all (i) “employee benefit plans,” within the meaning of Section 3(3) of ERISA, of Gold and Minerals and each of its Subsidiaries, (ii) bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance, and fringe benefit plans, programs, policies or arrangements, and (iii) employment or consulting agreements, for the benefit of, or relating to, any current or former employee (or any beneficiary thereof) of Gold and Minerals or any of its Subsidiaries, in the case of a plan described in (i) or (ii) above, that is currently maintained by Gold and Minerals or any of its Subsidiaries or with respect to which Gold and Minerals or any of its Subsidiaries has an obligation to contribute, and in the case of an agreement described in (iii) above, that is currently in effect (the “ Gold and Minerals Plans ”). Gold and Minerals has heretofore made available to ECPN true and complete copies of the Gold and Minerals Plans and any amendments thereto, any related trust, insurance contract, summary plan description, and, to the extent required under ERISA or the Code, the most recent annual report on Form 5500 and summaries of material modifications.

(b) No Gold and Minerals Plan is (i) a “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA, (ii) a “multiple employer plan” within the meaning of Section 3(40) of ERISA or Section 413(c) of the Code, or (iii) is subject to Title IV of ERISA or Section 412 of the Code.

(c) There is no proceeding pending or, to Gold and Minerals’ Knowledge, threatened against the assets of any Gold and Minerals Plan or, with respect to any Gold and Minerals Plan, against Gold and Minerals or any of its Subsidiaries other than proceedings that would not reasonably be expected to result in a material liability, and to Gold and Minerals’ Knowledge there is no proceeding pending or threatened in writing against any fiduciary of any Gold and Minerals Plan other than proceedings that would not reasonably be expected to result in a material liability.

(d) Each of the Gold and Minerals Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including, but not limited to, ERISA and the Code.

(e) Each of the Gold and Minerals Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination, notification, or opinion letter from the IRS.

(f) Except as set forth in Schedule 3.19(f) , no director, officer, or employee of Gold and Minerals or any of its Subsidiaries will become entitled to retirement, severance or similar benefits or to enhanced or accelerated benefits (including any acceleration of vesting or lapsing of restrictions with respect to equity-based awards) under any Gold and Minerals Plan solely as a result of consummation of the transactions contemplated by this Agreement. No director of officer or control person of ECPN prior to the Effective Time has or shall have any liability, cost or expense (including reasonable attorneys fees and expenses) relating to any aspect of the Gold and Minerals Plans. Such individuals and entities shall be able to rely on the representation and warranty in the foregoing sentence as a third party beneficiary hereof.

3.20 Employees . Except as otherwise set forth in Schedule 3.20 , or as contemplated by this Agreement, to the Knowledge of Gold and Minerals, (a) neither any executive employee of Gold and Minerals or any of its Subsidiaries, nor any group of Gold and Minerals’ nor any of its Subsidiaries’ employees has any plans to terminate his, her or its employment; (b) neither Gold and Minerals nor any of its Subsidiaries has material labor relations problem pending and its labor relations are satisfactory; (c) there are no workers’ compensation claims pending against Gold and Minerals or any of its Subsidiaries, nor is Gold and Minerals or any of its Subsidiaries aware of any facts that would give rise to such a claim; (d) to the Knowledge of

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