Exhibit 3.2
Articles Of Merger Of
PYR Energy Corporation
(A Delaware Corporation)
With And Into
PYR Energy Corporation
(A Maryland Corporation)
Pursuant to Section 3-107 of the
General Corporation Law of Maryland
1. The names and states of incorporation of each of the constituent
corporations (collectively, the "Constituent Corporations") are as follows:
PYR Energy Corporation, a Delaware corporation ("PYR Delaware")
and
PYR Energy Corporation, a Maryland corporation ("PYR Maryland").
2. An agreement and plan of merger (the "Agreement And Plan Of Merger") has
been approved, adopted, certified, executed and acknowledged by the board of
directors and the holders of common stock of each of the Constituent
Corporations in accordance with the laws under which it is formed and in
particular, in accordance with the applicable provisions of the General
Corporation Law of Delaware, and the General Corporation Law of Maryland. The
Agreement And Plan Of Merger provides for, among other things, the merger of PYR
Delaware with and into PYR Maryland pursuant to which each stockholder of PYR
Delaware will receive one share of common stock of PYR Maryland for each share
of common stock of PYR Delaware that each stockholder owns.
3. PYR Delaware (previously known as Mar Ventures Inc.) was incorporated on
March 27, 1996 pursuant to the General Corporation Law of Delaware.
4. Neither PYR Delaware nor PYR Maryland owns any interest in land in
Maryland. No interest in land in Maryland is affected by the merger of PYR
Delaware with and into PYR Maryland.
5. The surviving corporation shall be PYR Maryland. The name of the
surviving corporation shall be PYR Energy Corporation.
6. The Articles Of Incorporation of PYR Maryland shall be the articles of
incorporation of the surviving corporation.
7. The executed Agreement And Plan Of Merger is on file at the principal
place of business of PYR Maryland, 1675 Broadway, Suite 2450, Denver, Colorado
80202.
8. A copy of the Agreement And Plan Of Merger will be furnished by PYR
Maryland on request without cost to the sole stockholder of PYR Maryland and to
any stockholder of PYR Delaware.
9. The authorized capital stock of PYR Delaware consists of 50,000,000
shares of $.001 par value common stock, 23,641,357 shares of which were issued
and outstanding as of the May 7, 2001 record date for determining stockholders
eligible to vote on the merger, and 1,000,000 shares of $.001 par value
preferred stock, none of which are issued and outstanding.
10. The authorized capital stock of PYR Maryland consists of 75,000,000
shares of $.001 par value common stock, 100 of which are issued and outstanding
and owned by PYR Delaware, and 1,000,000 shares of $.001 par value preferred
stock, none of which are issued and outstanding.
11. Upon the merger becoming effective, (a) each outstanding share of
common stock of PYR Delaware shall be immediately deemed to be one share of
common stock of PYR Maryland without an exchange of certificates, and (b) the
100 shares of common stock of PYR Maryland owned by PYR Delaware, which shall
then be owned by PYR Maryland by virtue of the merger, shall be retired and
resume the status of authorized and unissued shares and any capital represented
by the shares shall be eliminated.
IN WITNESS WHEREOF, these Articles Of Merger have been executed by each of
PYR Maryland and PYR Delaware by its duly authorized officers to be effective on
July 2, 2001.
PYR ENERGY CORPORATION, a Maryland
corporation
By: /s/ D. Scott Singdahlsen
--------------------------------
D. Scott Singdahlsen,
President
ATTEST:
/s/ Andrew P. Calerich
- ----------------------------------
Andrew P. Calerich, Secretary
PYR ENERGY CORPORATION, a Delaware
corporation
By: /s/ Scott Singdahlsen
--------------------------------
Scott Singdahlsen,
President
ATTEST:
/s/ Andrew P. Calerich
- ----------------------------------
Andrew P. Calerich, Secretary
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 2nd day of July, 2001, before me personally appeared D. Scott
Singdahlsen, President of PYR Energy Corporation, a Maryland corporation, who,
being duly sworn by me, acknowledged that he executed the foregoing instrument
in the name of said entity, that he had the authority to execute same, and that
he executed the same as the act and deed of said entity for the uses and
purposes therein stated.
My commission expires: 11-4-2001 /s/ Kathie A. Beier
----------- -----------------------------------
Kathie A. Beier
Notary Public
[SEAL]
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 2nd day of July, 2001, before me personally appeared D. Scott
Singdahlsen, President of PYR Energy Corporation, a Delaware corporation, who,
being duly sworn by me, acknowledged that he executed the foregoing instrument
in the name of said entity, that he had the authority to execute same, and that
he executed the same as the act and deed of said entity for the uses and
purposes therein stated.
My commission expires: 11-4-2001 /s/ Kathie A. Beier
----------- -----------------------------------
Kathie A. Beier
Notary Public
[SEAL]
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 2nd day of July, 2001, before me personally appeared Andrew P.
Calerich, Secretary of PYR Energy Corporation, a Maryland corporation, who,
being duly sworn by me, acknowledged that he executed the foregoing instrument
in the name of said entity, that he had the authority to execute same, and that
he executed the same as the act and deed of said entity for the uses and
purposes therein stated.
My commission expires: 11-4-2001 /s/ Kathie A. Beier
----------- -----------------------------------
Kathie A. Beier
Notary Public
[SEAL]
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 2nd day of July, 2001, before me personally appeared Andrew P.
Calerich, Secretary of PYR Energy Corporation, a Delaware corporation, who,
being duly sworn by me, acknowledged that he executed the foregoing instrument
in the name of said entity, that he had the authority to execute same, and that
he executed the same as the act and deed of said entity for the uses and
purposes therein stated.
My commission expires: 11-4-2001 /s/ Kathie A. Beier
----------- -----------------------------------
Kathie A. Beier
Notary Public
[SEAL]
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