Exhibit 2.1
MERGER AGREEMENT
This agreement (the "Agreement") is entered into this ____ day of August,
1999 by and between Gold and Minerals Company, Inc., a Nevada corporation
("GAM-N"), and Gold and Minerals Company, Inc., a Delaware corporation
("GAM-D").
The parties hereto agree as follows:
1. GAM-N is a Nevada corporation in good standing and is a wholly-owned
subsidiary of GAM-D, with all 1,000 shares of GAM-N's outstanding common stock
owned by GAM-D.
2. GAM-D is a Delaware corporation in good standing and has 39,933,660
common stock shares outstanding in the hands of over 1,000 shareholders and has
issued no preferred common stock.
3. GAM-N has authorized 60,000,000 common stock shares and 10,000,000
preferred shares for issuance.
4. GAM-D shall merge into and with GAM-N by issuing 39,933,660 common stock
shares on the basis of one (1) share of common stock of GAM-N common stock being
issued for each one (1) share of GAM-D common stock outstanding (the "Merger")
of the effective date of the Merger.
5. GAM-N shall be the surviving corporation after the Merger.
6. GAM-D shareholders shall not be required to return their GAM-D stock
certificates to GAM-N's stock transfer agent to receive GAM-N stock
certificates: GAM-N shall arrange for the outstanding GAM-D stock certificates
to be treated as outstanding GAM-N stock certificates for trading purposes.
7. The 1,000 shares of GAM-N common stock previously issued to GAM-D shall
be acquired by GAM-N as an asset of GAM-D and shall be canceled by GAM-N.
8. The approval of the Merger by the shareholders of the constituent
corporations shall be received by written consent of a majority of such
shareholders, pursuant to the applicable corporate law of each state.
9. The Merger shall be conducted in compliance with the requirements of the
various laws of the States of Delaware and Nevada.
10. GAM-N agrees that it may be served with process in the State of
Delaware in any action or special proceeding for the enforcement of any
liability or obligation of any constituent corporation, previously amenable to
suit in the State of Delaware, and for the enforcement under the Delaware
corporate law, of the right of shareholders of any constituent corporation to
receive payment for their shares against GAM-N, the surviving corporation; and
it designates the Secretary of State of Delaware as its agent upon whom process
may be served. The post office address to which the Delaware Secretary of State
shall mail a copy of any process against GAM-N served upon him is 10115 East
Mountain View Road, Suite 1008, Scottsdale, Arizona 85258.
11. GAM-N agrees that, subject to the provisions of Delaware corporation
law, it will promptly pay to the shareholders of GAM-D the amount, if any, to
which they shall be entitled under the provisions of the Delaware corporation
law, relating to the right of shareholders to receive payment for their shares.
12. The Merger shall be effective on the date upon which the Certificate of
Merger is filed by the constituent corporations with the Secretary of State of
Delaware and Nevada, subject to acceptance by such states.
IN WITNESS WHEREOF, duly authorized officers of the constituent
corporations have executed this Agreement on the ____th day of August, 1999.
GOLD AND MINERALS COMPANY, INC.
By:
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Authorized Officer
GOLD AND MINERALS COMPANY, INC.
By:
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Authorized Officer