EXHIBIT 2.1.1
PLAN OF MERGER
This Plan of Merger is made the 23rd day of September, 2002 between Patagonia
Gold (BVI) Limited and Patagonia Gold Corporation
WHEREAS Patagonia Gold (BVI) Limited is an International Business Company
incorporated and existing under and by virtue of the International Business
Companies Act (the "Act") and is entering into this Plan of Merger pursuant to
the provisions of Section 76 to 79 of the Act.
AND WHEREAS Patagonia Gold Corporation is a company incorporated under and by
virtue of the State of Florida, USA and is entering into this Plan of Merger
pursuant to the provisions of section 607 of the said Law.
AND WHEREAS the directors of the parties hereto deem it desirable and in the
best interest of the companies and their members as the case may be that
Patagonia Gold Corporation be merged into Patagonia Gold (BVI) Limited.
NOW THEREFORE this Plan of Merger witnesseth as follows:
1. The constituent companies to this plan of Merger are Patagonia Gold (BVI)
Limited and Patagonia Gold Corporation.
2. The Surviving Company is Patagonia Gold (BVI) Limited.
3. Patagonia Gold (BVI) Limited has 13,000,000 voting shares in issue which is
owned by Patagonia Gold Corporation and Patagonia Gold Corporation has
13,000,000 voting shares in issue which is owned by Patagonia Gold
Corporation public shareholders. The shares issued by the said companies
are each entitled to vote on the merger as one class.
4. Upon the merger, the separate corporate existence of Patagonia Gold
Corporation shall cease and the Surviving Company shall become the owner,
without other transfer, of all the rights and property of the constituent
companies and the Surviving Company shall become subject to all liabilities
obligations and penalties of the constituent companies.
5. The manner and basis of converting the shares of the constituent companies
into shares of the Surviving Company or other property shall be as follows:
(a) each share with par value of Patagonia Gold (BVI) Limited issued and
outstanding on the effective date of the merger shall continue to be
one share with par value in the Surviving Company; and
(b) each share with par value of Patagonia Gold Corporation issued and
outstanding on the effective date and owned by Patagonia Gold
Corporation public shareholders shall be converted into one share with
par value of the Surviving Company.
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6. The constituent documents of Patagonia Gold (BVI) Limited as in effect on
the effective date shall be the constituent documents of the Surviving
Company until the same shall be altered or amended or until a new
constituent documents are adopted as provided therein.
7. This Plan of merger shall be submitted to the members of each of the
constituent companies for their approval by a resolution of members.
8. The merger shall be effective as provided by the laws of the British Virgin
Islands.
9. This Plan of Merger may be executed in counterparts.
In witness whereof the parties hereto have caused this Plan of Merger to be
executed on this 21st day of October, 2002.
SIGNED and DELIVERED for and )
on behalf of the )
PATAGONIA GOLD (BVI) LIMITED ) /s/ A Cameron Richardson
) ------------------------
by A. Cameron Richardson ) A. Cameron Richardson
a duly authorised director before me ) Director
John David Phillips
- -------------------
Name
Jane Harvey Associates
Barristers and Solicitors
1800 Sheppard Ave, East, Suite U-219B
Willowdale, Ontario M2J 5A4
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Address
/s/ John D Phillips
- -------------------
Notary Public
SIGNED and DELIVERED for and )
on behalf of )
PATAGONIA GOLD CORPORATION )
by Terry Longair ) /s/ Terry Longair
) -----------------
a duly authorized director before me ) Terry Longair
) Director
Louis P Salley
- --------------
Name
Barrister & Solicitor
Suite 1750 - 1185 W. Georgia Street
Vancouver, B.C., Canada V6E 4E6
- -------------------------------
Address
/s/ Louis P Salley
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Notary Public
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