PLAN AND AGREEMENT OF MERGER
OF
SOCKEYE SEAFOOD GROUP INC.
(a Nevada corporation)
AND
STARGOLD MINES, INC.
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER entered
into on November 13, 2006 by Sockeye Seafood Group Inc., a Nevada
corporation ("Sockeye"), and approved by resolution adopted by its
Board of Directors on said date, and entered into on November 13,
2006, by Stargold Mines, Inc., a Nevada corporation ("Stargold"),
and approved by resolution adopted by its Board of Directors on
said date.
WHEREAS, Stargold is the
wholly-owned subsidiary of Sockeye:
WHEREAS, Section 92A.180 of the
Nevada Revised Statutes provides that a parent corporation owning
at least 90% of the outstanding shares of each class of a
subsidiary corporation may merge the subsidiary into itself without
obtaining the approval of the shareholders of the parent
corporation or the subsidiary corporation; that the board of
directors of the parent corporation shall adopt a plan of merger
setting forth the names of the parent and subsidiary and the
conversion terms; and that articles of merger filed under such
section may not contain amendments to the constituent documents of
the surviving entity except that the name of the surviving entity
may be changed;
WHEREAS, Sockeye and Stargold and
the respective Boards of Directors thereof declare it advisable and
to the advantage, welfare, and best interests of said corporations
and their respective stockholders to merge Stargold with and into
Sockeye (the “Merger”) pursuant to the provisions of
Section 92A.180 of the Nevada Revised Statutes upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of
the premises and of the mutual agreement of the parties hereto,
being thereunto duly entered into by Sockeye and approved by a
resolution adopted by its Board of Directors and being thereunto
duly entered into by Stargold and approved by a resolution adopted
by its Board of Directors, the Merger and the terms and conditions
thereof and the mode of carrying the same into effect, are hereby
determined and agreed upon as hereinafter in this Plan and
Agreement of Merger set forth.
1. Stargold shall, pursuant to the provisions of
Section 92A.180 of the Nevada Revised Statutes, be merged with and
into Sockeye, which shall be the surviving corporation from and
after the effective time of the Merger and which is sometimes
hereinafter referred to as the "surviving corporation." The
separate existence of Stargold
