ARTICLES OF MERGER
CONTAINING
THE
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND
PLAN OF MERGER, dated
as of March 17, 2005, is
entered into by and between CAGI Transition, Inc., a Wyoming corporation
("Transition"), Chiriquitos Mining, Inc., a
Wyoming corporation ("Chiriquitos")
and Capital Hill Gold, Inc. a Florida
corporation
("CAGI"), to effectuate the
merger of Transition with and into Chiriquitos (the "Merger") under Section
368(a)(2)(A) of the Internal Revenue Code of 1986. Transition and Chiriquitos
are hereinafter collectively referred to as the "Constituent Corporations."
Chiriquitos is sometimes hereinafter
referred to as the "Surviving Corporation."
This Agreement and Plan of Merger is intended to be filed with the state of
Wyoming as the Articles of Merger required
by Section 17-16-1105
of the Wyoming
Business Corporation Act (the "Act").
RECITALS
A. CAGI
owns all of the outstanding 100 shares of common
stock of Transition, which is the only
class outstanding (the "Transition Common
Stock").
B. CAGI, Chiriquitos
and Transition have
agreed that
Chiriquitos
and Transition shall merge with Chiriquitos
to be the Surviving Corporation. The
Merger has been approved by the Boards of Directors of the Constituent
Corporations on March 17, 2005. This Agreement and the issuance of the CAGI
shares of Common Stock pursuant to Section 4 hereof has
also been approved
by
the CAGI Board of Directors on March 17,
2005.
C. In respect
of Transition, CAGI, as the holder of all of the
outstanding 100 shares of common stock of
Transition, the only
class of shares
outstanding, has approved the Merger by written
consent action dated
March 17,
2005. The number of votes cast by CAGI as
the sole shareholder of Transition was
sufficient for the approval of the
Merger.
D. In respect of Chiriquitos, the Merger was approved by all of
the
holders of the outstanding 10,000,000 shares of common stock of
Chiriquitos,
that being the only class of stock
outstanding,
by shareholder meeting dated
March 10, 2005. The number of votes cast by
the shareholders of
Chiriquitos was
sufficient for the approval of the
Merger
E. In
respect of CAGI, the
Merger does not require the
consent of CAGI shareholders under the Florida
Business Corporation Act because
CAGI is not one of the Constituent
Corporations.
NOW, THEREFORE, in
order to prescribe (a) t
