Agreement and Plan of Merger
This
Agreement and Plan of Merger (the “Agreement”) is
dated May 22, 2008, by and among Finmetal
Mining Ltd ., a Nevada corporation
(“Finmetal”), and Amazon
Goldsands Ltd ., a Nevada corporation and a
wholly-owned subsidiary of Parent
(“Amazon”).
Now
therefore, the parties agree as follows:
1.
Merger
of Subsidiary Into Parent .
Finmetal, the parent, owns all of the outstanding
capital stock of Amazon, the subsidiary. Amazon
shall be merged with and into a single corporation, Finmetal,
which shall be the Surviving Corporation upon the effective
date of the merger and which is sometimes hereinafter referred
to as the “Surviving Corporation,” and which shall
continue to exist as said Surviving Corporation under the name
“Amazon Goldsands Ltd.” pursuant to the provisions
of Section 92A.180 of the Nevada Revised Statutes (the
“NRS”). The separate existence of
Amazon, which is sometimes hereinafter referred to as the
“Merging Corporation,” shall cease upon the
effective date of the merger in accordance with the provisions
of NRS 92A.180.
2.
Articles
of Incorporation .
Inasmuch as it is not desired to amend or change
the Articles of Incorporation of the Surviving Corporation in
any manner, other than to change the name of the Surviving
Corporation to “Amazon Goldsands Ltd.” pursuant to
the provisions of NRS 92A.180, under the provisions of the
merger herein provided for, the Articles of Incorporation of
the Surviving Corporation upon the effective date of the
merger shall continue to be the Articles of
Incorporat
