Exhibit 2.1
AGREEMENT AND PLAN OF MERGER OF
STEWART CONTRACTING. INC.
WITH AND INTO UNITED MINE SERVICES, INC.
THIS AGREEMENT AND
PLAN OF MERGER is made and entered into as of June
30, 2007, by and between STEWART CONTRACTING, INC. ("SCI"), a
corporation organized and existing under the laws of the State of
Idaho (SCI being hereinafter sometimes referred to as the "Merging
Corporation") and UNITED MINE SERVICES, INC. ("UMS"), a corporation
organized and existing under the laws of the State of Idaho (UMS
being hereinafter sometimes referred to as the "Surviving
Corporation"). said two corporations being hereinafter sometimes
referred to collectively as the “Constituent
Corporations";
WHEREAS, the Board
of Directors and Shareholders of each of the Constituent
Corporations deem it advisable and in the best interests of the
Constituent Corporations that SCI be merged with and into UMS, with
UMS, with UMS being the Surviving Corporation, under and pursuant
to the laws of the State of Idaho and on the terms and conditions
set forth herein;
NOW THEREFORE, the
parties hereto agree as follows:
ARTICLE I
MERGER
1.1
SCI
shall be merged with and into UMS in accordance with the laws of
the State of Idaho. The separate corporate existence of SCI shall
thereby cease, and UMS shall be the Surviving Corporation.
1.2
The
name which the Surviving Corporation is to have after the merger
shall be “UNITED MINE SERVICES, INC."
1.3
In
the Effective Time (as defined in Section 2.1 below), the separate
existence of the Merging Corporation shall cease. Except as herein
otherwise specifically set forth, from and after the Effective Time
the Surviving Corporation shall possess all of the rights,
privileges, immunities and franchises, to the extent consistent
with its Articles of Incorporation, of the Constituent
Corporations. All the rights, privileges, powers and
franchises of the Merging
AGREEMENT AND PLAN OF MERGER, Page 1
Corporation, of a
public as well as of a private nature, and all property, real,
personal and mixed of the Merging Corporation, and all debts due on
whatever account to it, including all choses in action and all and
every other interest of or belonging to it, shall be taken by and
deemed to be transferred to and vested in the Surviving Corporation
without further act or deed; and all such property, rights,
privileges, immunities and franchises, of a public as well as of a
private nature, and all and every other interest of the Merging
Corporation shall be thereafter as effectually the property of the
Surviving Corporation as they were of the Merging Corporation.
1.4
From and after the Effective Time, the Surviving
Corporation shall be subject to all the duties and liabilities of a
corporation organized under the Idaho Business Corporation Act and
shall be liable and responsible for all the liabilities and
obligations of the Constituent Corporations. The rights of the
creditors of the Constituent Corporations, or of any person dealing
with such corporations, or any liens upon the property of such
corporations, shall not be impaired by this merger, and any claim
existing or action or proceeding pending by or against either of
such corporations may be prosecuted to judgment as if this merger
had not taken place, or the Surviving Corporation may be proceeded
against or substituted in place of the Merging Corporation. Except
as otherwise specifically provided to the contrary herein, the
identity, existence, purposes, powers, franchises, rights
immunities and liabilities of the Surviving Corporation shall
continue unaffected and unimpaired by the merger.
ARTICLE II
TERMS AND CONDITIONS OF THE MERGER
The terms and conditions of the
merger shall be as follows:
2.1
The
merger shall become effective at 11:30 p.m., on June 30
