ARTICLES OF MERGER
OF
EGAN SYSTEMS, INC. (Delaware Parent)
INTO
GOLDTECH MINING CORPORATION (Nevada Subsidiary)
The undersigned corporations, pursuant to the provisions of the
Delaware Statutes hereby execute the following Articles of Merger:
FIRST: The name of the surviving corporation is GOLDTECH MINING
CORPORATION. (the "Nevada Company"), and the place of its incorporation is the
State of Nevada. The name and place of incorporation of the corporation being
merged into the surviving corporation is EGAN SYSTEMS, INC. (the "Delaware
Company"), incorporated in the State of Delaware, the laws of which permit this
merger. The principal place of business of the Nevada Company is 4904 Waters
Edge Drive, Suite 160, Raleigh, NC 27606 and the registered office is 1161
Ambassador Drive, Reno, NV 89523 and the Delaware company is 4904 Waters Edge
Edge Drive, Suite 180, Raleigh, NC 27686 and the registered office is United
Corporate Services, 15 East North St., Dover, DE 19901.
SECOND: A plan of merger was adopted by the board of directors of each
corporation that is a party to this merger.
THIRD: The plan of merger was approved by the stockholder of the Nevada
Company by unanimous consent.
FOURTH: The plan of merger was submitted to the stockholders of the
Delaware Company. The designation, number of shares outstanding and entitled to
vote and undisputed votes for the plan by the stockholders of each class of
shares of GOLDTECH MINING CORPORATION (the Delaware Company) entitled to vote on
the plan is as follows:
Class Number of Outstanding Shares Undisputed Votes Percentage Voting
for the Plan for the Plan
----------------- ------------------
Common 29,971,652 16,150,066 53.88%
The number of votes cast for the plan by the owners of each class was
sufficient for approval by the owners of that class.
FIFTH: The plan of merger has been adapted, approved, certified,
executed and acknowledged by each of the constiuent corporations in accordance
with the laws under which it is formed and, in the case of the Delaware
corporation, in the same manner as is provided in Section 251 of the General
Corporation Law of the State of Delaware.
SIXTH:The Articles of Incorporation of the Nevada Company were not
amended.
SEVENTH:The complete executed plan of merger is hereinafter set forth
in its entirety:
A. The corporations proposing to merge are EGAN SYSTEMS, INC.
(the "Delaware Company" or "Parent"), a Delaware corporation and GOLDTECH MINING
CORPORATION (the "Nevada Company" or "Subsidiary"), a Nevada corporation. The
Delaware Company, or Parent, is the sole shareholder of the Nevada Company. The
Nevada Company shall be the surviving corporation of the merger.
B. Upon approval of this plan of merger by the shareholders of both the
Nevada Company and the Delaware Company, Articles of Merger shall be filed with
the Secretaries of State of Nevada and Delaware. Upon receipt and filing of said
Articles of Merger and the issuance of Certificates of Merger by said states,
the separate existence of the Parent shall cease; and Subsidiary, the Nevada
Company, shall succeed to all the rights and property of the Delaware Company
and shall be subject to all the debts and liabilities of the Delaware Company.
C. All shares of the Delaware Company shall be entitled to be exchanged
for shares of the Nevada Company at the rate of one Nevada Company common share
for each one hundred common shares of the Delaware Company. No fractional shares
of the Nevada Company stock will be issued pursuant to this plan of merger.
Instead any fractional share otherwise issuable shall be rounded up or down to
the nearest whole number of shares. All shares of the Nevada Company stock
outstanding prior to the merger shall be canceled.
D. The Articles of Incorporation of the surviving corporation shall be
the Articles of Incorporation of the Nevada Company immediately prior to the
effective date of the merger without amendment or change.
E. A copy of the Articles of Merger are and shall remain on file at the
office of the surviving corporation, Goldtech Mining Corporation, 4904 Waters
Edge Drive, Suite 160, Raleigh, North Carolina 89523.
F. Service of Process following the Merger can be made on Mr. Ralph
Jordan, Goldtech Mining Corporation, 4904 Waters Edge Drive, Suite 160, Raleigh,
North Carolina 89523.
EIGHTH:All corporations party to this merger have complied with laws of
their respective jurisdiction of incorporation concerning this merger.
NINTH:These Articles may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument
EGAN SYSTEMS, INC.
(The DelawareCompany)
By: Ralph Jordan
Title: President and Secretary
State of North Carolina ss.
ss.
County of Wake ss.
On November 6, 2003 personally appeared before me, a Notary Public
Ralph Jordan, acknowledged that he executed the above instrument as President
and Secretary of EGAN SYSTEMS, INC., the Delaware Company.
Signature of Notary
Printed Name:
Commission Expires:
GOLDTECH MINING CORPORATION
(The Nevada Company)
By: Ralph Jordan
Title: President and Secretary
State of North Carolina ss.
ss.
County of Wake ss.
On November 6, 2003 personally appeared before me, a Notary Public
Ralph Jordan, acknowledged that he executed the above instrument as President
and Secretary of GOLDTECH MINING CORPORATION., the Nevada Company.
Signature of Notary
Printed Name:
Commission Expires: