EXHIBIT 2.1
AGREEMENT AND PLAN OF
MERGER
THIS AGREEMENT AND PLAN OF MERGER
(this “ Merger Agreement ”) is entered into as
of the 22 nd day of August, 2008 by and between
Timberline Resources Corporation, a Delaware corporation (“
Surviving Corporation ”), and Timberline Resources
Corporation, an Idaho corporation (“ Merging
Corporation ”). Surviving Corporation and Merging
Corporation are sometimes collectively referred to hereinafter as
the “ Constituent Corporations .”
RECITALS
WHEREAS, Surviving Corporation is a
corporation organized and existing under the laws of Delaware and
is a wholly-owned subsidiary of Merging Corporation;
WHEREAS, Merging Corporation is a
corporation organized and existing under the laws of Idaho;
and
WHEREAS, Surviving Corporation and
Merging Corporation and their respective Boards of Directors have
determined that, for the purpose of effecting the reincorporation
of Merging Corporation in the State of Delaware, it is advisable
and in the best interests of the Constituent Corporations and their
respective shareholders that Merging Corporation merge with and
into Surviving Corporation pursuant to the Idaho Business
Corporation Act and the Delaware General Corporation Law upon
the terms and conditions set forth herein;
WHEREAS, the respective Boards of
Directors of the Constituent Corporations have approved this Merger
Agreement and have directed that this Merger Agreement be submitted
to a vote of their respective shareholders and executed by the
undersigned officers;
NOW THEREFORE, in consideration of
the premises, the mutual covenants, herein contained, and other
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree that Merging
Corporation shall be merged with and into Surviving Corporation
(the “ Merger ”) pursuant to the terms and
conditions herein set forth.
AGREEMENT
1.1
The Merger
. On the Effective Date (as herein
defined) of the Merger, Merging Corporation shall be merged with
and into Surviving Corporation and the separate existence of
Merging Corporation shall cease and Surviving Corporation shall
survive such Merger. The name of Surviving Corporation shall be
Timberline Resources Corporation.
1.2
Certificate of Incorporation and Bylaws . The certificate of
incorporation of Surviving Corporation as in effect immediately
prior to the Effective Date shall be the certificate of
incorporation of Surviving Corporation after consummation of the
Merger. The Bylaws of Surviving Corporation as in effect
immediately prior to the Effective Date shall be the Bylaws of
Surviving Corporation after consummation of the Merger.
1.3
Directors and Officers
. The directors and officers of
Merging Corporation shall, from and after the Effective Date, be
the directors and officers of Surviving Corporation, until the
earlier of their resignation or removal or until their respective
successors are duly elected or appointed and qualified.
1.4
Property and Liabilities of the
Constituent Corporations . On the Effective Date, the separate existence
of Merging Corporation shall cease and Merging Corporation shall be
merged into Surviving Corporation. Surviving Corporation, from and
after the Effective Date, shall possess all the rights, privileges,
powers and franchises of whatsoever nature and description, of a
public as well as of a private nature, and be subject to all the
restrictions, disabilities and duties of each of the Constituent
Corporations; all rights, privileges, powers and franchises of each
of the Constituent Corporations, and all property, real, personal
and mixed, of and debts due to either of the Constituent
Corporations on whatever account as well for stock subscriptions as
all other things in action or belonging to each of the Constituent
Corporations shall be vested in Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all other
interests shall be thereafter as effectually the property of
Surviving Corporation as they were of the several and respective
Constituent Corporations and the title to any real estate vested by
deed or otherwise in either of the Constituent Corporations shall
not revert or be in any way impaired by reason of the Merger. All
rights of creditors and all liens upon the property of the
Constituent Corporations shall be preserved unimpaired, and all
debts, liabilities and duties of the Constituent Corporations
thenceforth shall attach to Surviving Corporation, and may be
enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it. Any
claim existing or action or proceeding, whether civil, criminal or
administrative, pending by or against either Constituent
Corporation may be prosecuted to judgment or decree as if the
Merger had not taken place, or Surviving Corporation may be
substituted in such action or proceeding.
1.5
Further Assurances
. Merging Corporation agrees that,
at any time, or from time to time, as and when requested by
Surviving Corporation, or by its successors and assigns, it will
execute and deliver, or cause to be executed and delivered in its
name by its last acting officers, or by the corresponding officers
of Surviving Corporation, all such conveyances, assignments,
transfers, deeds or other instruments, and will take or cause to be
taken such further or other action as Surviving Corporation, its
successors or assigns may deem necessary or desirable in order to
evidence the transfer, vesting or devolution of any property,
right, privilege or franchise or to vest or perfect in or confirm
to Surviving Corporation, its successors and assigns, title to and
possession of all the property, rights, privileges, powers,
franchises and interests referred to in this Section 1 herein and
otherwise to carry out the intent and purposes hereof.
1.6
Effective Date
. The Merger shall become effective
on the later of (a) the day on which an executed copy of a
Certificate of Ownership and Merger is filed with the Secretary of
State of the State of Delaware in the manner required by the
Delaware General Corporation
