Chile Mining (LVEN) 8-K Amendments to Articles of Incorporation or Bylaws

EXHIBIT 3.1

Exhibit A

PLAN OF MERGER

     This Plan of Merger, dated as of December 15, 2008, is made pursuant to authority granted by the board of directors of SMSA El Paso 1 Acquisition Corp., a Nevada corporation (“Parent”), in order to merge Latin America Ventures, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Subsidiary”), with and into Parent. Parent is sometimes hereinafter referred to as the “Surviving Corporation,” and Parent and Subsidiary are sometimes hereinafter collectively referred to as the “Constituent Corporations.”
 

     WITNESSETH

     WHEREAS, Parent is a corporation duly organized and existing under the laws of the state of Nevada; and 

     WHEREAS, Subsidiary is a wholly-owned subsidiary corporation of Parent and is duly organized and existing under the laws of the state of Nevada; and 

     WHEREAS, the Board of Directors of Parent has determined that it is advisable and in the best interest of Parent and Subsidiary that Subsidiary be merged with and into Parent on the terms and conditions hereinafter set forth;

     NOW THEREFORE, in accordance with the applicable statutes of the State of Nevada, Subsidiary shall, on the effective date of the merger as defined herein (the “Effective Date”), be merged with and into Parent, which shall be the surviving corporation, and the terms and conditions of such merger and the mode of carrying it into effect shall be as follows:

     Article I
     Merger

     On the Effective Date, pursuant to and in accordance with Section 92A.250 of the Nevada Revised Statutes: Subsidiary shall be merged with and into Parent, the separate existence of Subsidiary shall cease and Parent shall continue in existence as the Surviving Corporation; the title to all real estate and other property owned by Subsidiary shall be vested in the Surviving Corporation without reversion or impairment; the Surviving Corporation shall have all of the liabilities of each of the Constituent Corporations; and any proceeding pending against either of such Constituent Corporations may be continued as if the merger had not occurred or the Surviving Corporation may be substituted in the proceeding for Subsidiary.

     If at any time Parent shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to carry out the provisions hereof, the proper officers and directors of Subsidiary, as of the Effective Date, shall execute and deliver any and all proper deeds, assignments and assurances in law, and do all things necessary or proper to carry out the provisions hereof.

Article II

Name of Surviving Corporation

      On the Effective Date, the articles of incorporation of Parent shall be amended hereby to change the name of Parent to “Latin America Ventures, Inc.,” the name of Subsidiary.

Article III

Cancellation of Capital Stock of Subsidiary

        On the Effective Date, each share of the common stock of Subsidiary outstanding immediately prior to the merger, and all shares of treasury stock of Subsidiary and all rights in respect thereof, shall forthwith cease to exist and shall be cancelled, and the authorized capital stock of Parent immediately prior to the merger shall continue to be outstanding and shall not be changed, but shall remain the same as immediately before the merger.

     Article IV
     Articles of Incorporation and Bylaws

     From and after the Effective Date and until thereafter amended as provided by law, the Articles of Incorporation and the Bylaws of Parent shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation unless and until the same shall be amended or repealed in accordance with the provisions thereof, except that the name of Parent shall be changed to “Latin America Ventures, Inc.,” the name of Subsidiary as provided in Article II above.

Article V

Officers and Directors

      On the Effective Date, the officers and directors of Parent shall be the same as before the merger and such persons shall continue as the officers and directors of the Surviving Corporation.

     Article V
     Approval of Merger

     This Plan of Merger has been duly adopted and approved by the Board of Directors of Parent in accordance with Section 92A-180 of the Nevada Revised Statutes.

     Article VI
     Effective Date of the Merger

     The merger shall be effective on December 30, 2008 (the “Effective Date”).     

     IN WITNESS WHEREOF, Parent has caused this Plan of Merger to be executed by its duly authorized officer as of the date first written above.

	Parent:	SMSA El Paso 1 Acquisition Corp.
		A Nevada corporation
		By /s/ Pierre Galoppi
		Pierre Galoppi, President
Acknowledged and agreed to as of the 15th day of December 2008.
	Subsidiary:	Latin America Ventures, Inc.
		A Nevada corporation
		By /s/ Pierre Galoppi
		Pierre Galoppi, President

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