EXHIBIT 10.3
ARTICLE OF MERGER
OF
SIERRA SILVER-LEAD MINING COMPANY
AND
ATLAS MINING COMPANY
Pursuant to the provisions of the Idaho Business Corporation Act, Part
30-1-1105, the undersigned corporations hereby submit the following Articles of
Merger for filing for the purpose of merging Sierra Silver-Lead Mining Company,
an Idaho corporation ("Sierra"), into Atlas Mining Company, an Idaho corporation
("Atlas").
ARTICLE I
The Plan of Merger of Sierra into Atlas is attached as Exhibit A.
ARTICLE II
The merger was duly approved by the shareholders of Sierra. There is only one
class of Sierra stock outstanding.
Designation Outstanding Shares Shares Voted for Merger Percent
- ----------------------- ------------------ ----------------------- -------
Common Stock 2,594,540 1,304,962 50.45%
ARTICLE III
Approval of the Atlas shareholders was not required to approve the merger.
Dated the 14th day of October, 1998.
ATLAS MINING COMPANY ATLAS MINING COMPANY
By: /s/ William T. Jacobson By: /s/ Kurt Hoffman
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William T. Jacobson, President Kurt Hoffman, Secretary
SIERRA SILVER-LEAD MINING COMPANY SIERRA SILVER-LEAD MINING COMPANY
By: /s/ Donald C. Springer By: /s/ R.M. MacPhee
--------------------------------- ------------------------------
Donald C. Springer, President R. M. MacPhee, Secretary
PLAN OF MERGER
This Plan of Merger is made and entered into this 20th day of August, 1998,
by and between Sierra Silver-Lead Mining Company (Sierra), and Atlas Mining
Company (Atlas), both Idaho corporations.
Sierra Silver-Lead Mining Company is a corporation organized and existing under
the laws of the State of Idaho and has authorized capital stock consisting of
6,000,000 shares of fully paid, nonassessable stock with .10 par value, of
which 2,594,540 shares are issued and outstanding, and held by 157
shareholders.
Atlas Mining Company is a corporation organized and existing under the laws of
the State of Idaho and has authorized capital stock consisting of 6,000,000
shares of fully outstanding, and held by 157 shareholders.
TheBoard of Directors of Sierra and Atlas, respectively, deem it advisable for
Sierra to merge into and with Atlas.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Sierra and Atlas hereby agree to the following Plan of Merger.
1. NAMES OF CONSTITUENT CORPORATIONS. Sierra will merge with and into
Atlas. Atlas Mining Company will be the Surviving Corporation.
2. TERMS AND CONDITIONS OF MERGER. The effective date of merger shall be
the date upon which the Articles of Merger are filed with the
Secretary of State. Upon the effective date of the merger: the
separate corporate existence of Sierra shall cease; title to all real
estate and other property owned by Sierra shall be vested in Atlas
without reversion or impairment; and the Surviving Corporation (Atlas)
shall have all liabilities of Sierra. Any proceedings pending by or
against Sierra or Atlas may be continued as if such merger did not
occur, or the surviving Corporation may be substituted in the
proceeding for Sierra.
3. GOVERNING LAW. The laws of the State of Idaho shall govern the
Surviving Corporation.
4. NAME. The name of the Surviving Corporation shall be Atlas Mining
Company.
5. REGISTERED OFFICE. The address of the Registered office of the
Surviving Corporation shall be 416 River Street, Wallace, Idaho 83873.
6. ACCOUNTING. The assets and liabilities of Sierra 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 Or
at the valuation as determined by the directors of each corporation.
7. ARTICLES OF INCORPORATION AND BYLAWS. The Articles of Incorporation
and Bylaws including any amendments of Atlas will remain the same
except that an Article of Merger will be filed upon acceptance of the
shareholders of Sierra.
8. DIRECTORS. The directors of Atlas as of the effective date of the
merger shall be the directors of the surviving Corporation until their
respective successors are duly elected and qualified.
9. MANNER AND BASIS OF CONVERTING SHARES. As of the effective date of the
Merger:
Each 3.76 shares of Sierra common stock, with a par value of .10 per share,
Issued and outstanding shall continue to be one share of Atlas common
stock with a par value of .10 per share.
The Surviving Corporation shall convert or exchange each 3.76 shares of
Sierra common stock for one share of the common stock of the Surviving
Corporation; PROVIDED, however, that no fractional shares of the
Surviving Corporation stock shall be issued. In the case of fractional
shares, all fractions of one-half (.50) or more will be issued one
share.
Any shares of stock of Sierra in the Treasury of Sierra on the effective
date of the merger shall be surrendered to the surviving Corporation for
cancellation, and no shares of the Surviving Corporation shall be issued
in respect thereof.
On the effective date of the merger, holders of certificates of common
stock in Sierra shall surrender them to the Surviving Corporation, or
its Appointed agent, in such manner as legally required. Upon receipt of
such certificate, the Surviving Corporation shall issue in exchange
therefor a certificate of shares of common stock in the Surviving
Corporation representing the number of shares of stock to which such
holder shall be entitled as set forth above.
In addition, such shareholder shall be entitled to receive any dividends on
such shares of common stock of the surviving Corporation which may have
been declared and paid between the effective date of the merger and the
issuance to such shareholder of the certificate of such common stock.
10. SHAREHOLDER APPROVAL. This Plan of Merger shall be submitted to the
shareholders of Sierra for their approval in the manner provided under
Idaho Code 30-1-1103, on or before September 30, 1998, or at such time
as the Board of Directors of Sierra shall agree. After approval by a
vote of the holders of the majority of the shares entitled to vote
thereon, the Articles of Merger shall be filed as required by the laws
of the State of Idaho.
11. RIGHTS OF DISSENTING SHAREHOLDERS. Any shareholder of Sierra who has
the right to dissent from this merger as provided in Idaho Code
30-1-1302, and who so dissents in accordance with the requirements of
such part, shall be entitled, upon surrender of the certificate or
certificates representing certificated shares or upon imposition of
restrictions of transfer of uncertificated shares, to receive payment
of the fair value of such shares as provided therein.
12. COUNTERPARTS. This Plan of Merger may be executed in any number of
counterparts, and all such counterparts and copies shall be and
constitute an original instrument. IN WITNESS WHEREOF, this Plan of
Merger has been adopted by the undersigned as of this 20th day of
August, 1998.
SIERRA SILVER-LEAD MINING COMPANY
By: /s/ Donald C. Springer By: /s/ R.M. MacPhee
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Donald C. Springer, its President R. M. MacPhee, Secretary
ATLAS MINING COMPANY
By: /s/ William T. Jacobson By: /s/ Kurt Hoffman
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William T. Jacobson, its President Kurt Hoffman, its Secretary