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AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (the “Merger
Agreement”) is entered into as of May 21, 2008 by and
between Golden Phoenix Minerals, Inc., a Minnesota corporation
(“Golden Phoenix Minerals Minnesota”), and Golden
Phoenix Minerals, Inc., a Nevada corporation (“Golden
Phoenix Minerals Nevada”).
RECITALS
WHEREAS,
Golden Phoenix Minerals Nevada is a corporation duly organized
and existing under the laws of the State of Nevada, its
Articles of Incorporation having been filed with the Nevada
Secretary of State on November 13, 2007;
WHEREAS,
Golden Phoenix Minerals Minnesota is a corporation duly
organized and existing under the laws of the State of
Minnesota, Articles of Incorporation having been filed with
the Minnesota Secretary of State on June 2, 1997;
WHEREAS,
as of the date of this Merger Agreement Golden Phoenix
Minerals Nevada has authority to issue four hundred million
(400,000,000) shares of Common Stock, par value $0.001, of
which one thousand (1,000) shares are issued and outstanding
and owned by Golden Phoenix Minerals Minnesota, and fifty
million (50,000,000) shares of Preferred Stock, par value
$0.001, of which no shares are issued and
outstanding;
WHEREAS,
as of the date of this Merger Agreement Golden Phoenix
Minerals Minnesota has authority to issue four hundred million
(400,000,000) shares of Common Stock, without designated par
value, of which 185,410,273 shares are issued and outstanding,
and fifty million (50,000,000) shares of Preferred Stock,
without designated par value, of which no shares are issued
and outstanding;
WHEREAS,
the respective Board of Directors of Golden Phoenix Minerals
Nevada and Golden Phoenix Minerals Minnesota have determined
that, for the purpose of effecting a reincorporation of Golden
Phoenix Minerals Minnesota into Nevada, it is advisable and in
the best interests of the two corporations and their
shareholders that Golden Phoenix Minerals Minnesota merge with
and into Golden Phoenix Minerals Nevada upon the terms and
conditions hereinafter set forth;
WHEREAS,
the respective Board of Directors of Golden Phoenix Minerals
Nevada and Golden Phoenix Minerals Minnesota, the shareholders
of Golden Phoenix Minerals Minnesota and the sole stockholder
of Golden Phoenix Minerals Nevada have adopted and approved
this Merger Agreement;
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, Golden Phoenix Minerals Nevada and
Golden Phoenix Minerals Minnesota hereby agree to merge as
follows:
1.
Merger
. Subject to the terms and conditions hereinafter
set forth, on the Effective Date (as defined below), Golden
Phoenix Minerals Minnesota shall be merged with and into
Golden Phoenix Minerals Nevada, with Golden Phoenix Minerals
Nevada surviving as a single corporation under the laws of
Nevada with the name “Golden Phoenix Minerals,
Inc.” (“Merger”).
2.
Effective
Date . The Merger shall become effective on
such date as an Articles of Merger is filed with the Nevada
Secretary of State in accordance with the applicable
provisions of the Nevada Revised Statutes (the
“Effective Date”).
3.
Surviving
Documents . Upon the Effective Date of the
Merger, the Articles of Incorporation of Golden Phoenix
Minerals Nevada, as the surviving corporation, shall continue
in full force and effect until unless changed or amended
thereafter in accordance with the provisions thereof and
applicable law. The Bylaws of Golden Phoenix Minerals Nevada,
as the surviving corporation, as in effect on the Effective
Date, will continue in full force and effect without change or
amendment until changed, altered, or amended thereafter in
accordance with the provisions thereof and applicable
law.
4.
Directors and
Officers . Upon the Effective Date of the
Merger, the directors and officers of Golden Phoenix Minerals
Minnesota shall become the directors and officers of Golden
Phoenix Minerals Nevada and any member of a committee of the
Board of Directors shall become a member of such committee of
Golden Phoenix Minerals Nevada.
5.
Succession
. Upon the Effective Date of the Merger, Golden
Phoenix Minerals Nevada shall succeed all status, rights,
privileges, liabilities, powers, property, franchises and
every other interest of Golden Phoenix Minerals Minnesota in
such manner and in accordance with Section 92A.250 of the
Nevada Revised Statutes.
6.
Conversion of
Golden Phoenix Minerals Minnesota Securities
. Upon the Effective Date of the Merger, without
action on the part of any holder thereof, each issued and
outstanding security of Golden Phoenix Minerals Minnesota
shall convert as follows:
(i)
Common
Stock . Each issued and outstanding share of
Common Stock of Golden Phoenix Minerals Minnesota shall
convert into one fully-paid and non-assessable share of Golden
Phoenix Minerals Nevada Common Stock;
(ii)
Options,
Warrants, Convertible Securities and All Other Rights to
Purchase Stock . Each issued and outstanding
option, warrant, convertible security or other right to
purchase shares of Common Stock of Golden Phoenix Minerals
Minnesota, shall be converted into such an option,
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