AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN OF MERGER, dated as of
September 11, 2008 (the “Agreement”), between Dunn
Mining Inc., a Nevada corporation (the “Corporation”),
and Volcan Holdings, Inc., a Delaware corporation (the
“Subsidiary”).
WITNESSETH:
WHEREAS, the Subsidiary desires to acquire all
the assets, and to assume all of the liabilities and obligations,
of the Corporation by means of a merger of the Corporation with and
into the Subsidiary, with the Subsidiary being the surviving
corporation (the “Merger”);
WHEREAS, the Subsidiary is a wholly-owned
subsidiary of the Corporation;
WHEREAS, Section 92A.200 of the Nevada Revised
Statutes (“Nevada Law”) and Section 253(c) of the
Delaware General Corporation Law (the “DGCL”),
authorize the merger of a Nevada corporation into a Delaware
corporation;
WHEREAS, the Subsidiary shall be the surviving
entity (the “Surviving Corporation”) and continue its
existence as a Delaware corporation; and
WHEREAS, the stockholders and Board of Directors
of the Corporation and the Subsidiary have approved this Agreement
and the consummation of the Merger.
NOW THEREFORE, the parties hereto hereby agree
as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger
.
(a) At
the Effective Time (as defined below), the Corporation shall be
merged, the separate existence of the Corporation shall cease and
the Surviving Corporation shall be the surviving entity and
continue its existence as a Delaware corporation.
(b) The
Merger shall become effective on the date that a Certificate of
Ownership and Merger with respect to the Merger, substantially in
the form attached hereto as Exhibit A , is accepted for
filing by the Office of the Secretary of State of Delaware (the
“Effective Time”) and all other filings or recordings
required by the Nevada Revised Statutes and the Delaware General
Corporation Law in connection with the Merger are made.
SECTION 1.02. Merger
Consideration .
At the Effective Time, each share of common
stock, par value $0.001 per share of the Corporation which shall be
issued and outstanding immediately prior to the Effective Time
shall be converted into 6.1728395 issued and outstanding shares of
common stock, par value $0.001 per share of the Surviving
Corporation, and from and after the Effective Time, the holders of
all said issued and outstanding shares of stock of the Corporation
shall automatically become holders of shares of the Surviving
Corporation, whether or not certificates representing said shares
are then issued and delivered.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.01. By-Laws;
Certificate of Incorporation . The certificate of
incorporation of the Subsidiary, as in effect immediately prior to
the Effective Time, shall be the certificate of incorporation of
the Surviving Corporation unless and until thereafter amended in
accordance with its terms and applicable law. The
By-Laws of the Subsidiary as in effect immediately prior to the
Effective Time shall be the By-Laws of the Surviving Corporation
unless and until thereafter amended in accordance with applicable
law.
At the Effective Time the name of the Surviving
Corporation shall be Volcan Holdings, Inc.
ARTICLE&
