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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) the terms and
conditions
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