Exhibit 2 (i)
PLAN OF
MERGER
This Plan of Merger is made and entered
into this 15th day of July, 2005, by and between Metaline Mining
& Leasing, inc., a Washington corporation ("Metaline"), and
HuntMountain Resources, a Nevada corporation ("HuntMountain" or the
"Surviving Corporation").
RECITALS
A. Metaline is a corporation organized
and existing under the laws of the State of Washington and has
authorized capital stock consisting of 15,000,000 shares of no par
value common stock, of which 15,000,000 shares are issued and
outstanding, and held by approximately 1,560 shareholders of
record. .
B. HuntMountain is a corporation
organized and existing under the laws of the State of Nevada and
has authorized capital stock consisting of 300,000,000 shares of
common stock with $0.001 par value, of which 100 shares are issued
and outstanding, and held by Metaline and 10,000,000 shares of
preferred stock with $0.001 par value, of which no shares are
issued and outstanding.
C. The Boards of Directors of Metaline
and HuntMountain, respectively, deem it advisable for Metaline to
merge with and into HuntMountain.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, Metaline and
HuntMountain hereby agree to the following Plan of
Merger:
1. Names of Constituent
Corporations. Metaline will merge with and into HuntMountain.
The Surviving Corporation shall be HuntMountain.
2. Terms and Conditions of Merger.
The effective date of merger shall be the latter of date upon which
the Articles of Merger are filed with the Secretaries of State of
Washington and Nevada. Upon the effective date of the merger, the
separate corporate existence of Metaline shall cease; title to all
real estate and other property owned by Metaline or HuntMountain
shall be vested in HuntMountain without reversion or impairment;
and the HuntMountain shall have all liabilities of Metaline and
HuntMountain. Any proceeding pending by or against Metaline or
HuntMountain may be continued as if such merger did not occur, or
the Surviving Corporation may be substituted in the proceeding for
Metaline.
3. Governing Law. The laws of the
State of Nevada shall govern the Surviving Corporation.
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4. Name. The name of the Surviving
Corporation shall be HuntMountain Resources, a Nevada
corporation.
5. Registered Office. The address
of the registered office of the Surviving Corporation shall be 502
E. John Street, Room E, Carson City, NV 89706.
6. Accounting. The assets and
liabilities of Metaline and HuntMountain (collectively the
"Constituent Corporations") as of the effective date of the merger
shall be taken up on the books of the Surviving Corporation at the
amounts at which they are carried at that time on the respective
books of the Constituent Corporations.
7. Articles of Incorporation. The
Articles of Incorporation of HuntMountain shall constitute the
Articles of Incorporation of the Surviving Co
