DYNARESOURCE, INC.
"CERTIFICATE OF MERGER"
ENDORSED - FILED
In the office of the Secretary of State
of the State of California
NOV 6 1998
AGREEMENT OF MERGER
also referred to herein as
"PLAN AND AGREEMENT OF MERGER"
West Coast Mines. Inc.
(a California corporation)
Into
DynaResource, Inc.
(a Delaware corporation)
THIS PLAN AND AGREEMENT OF MERGER (the "Agreement"), is dated as of
January 15,1998, and is by and between DynaResource, Inc., a Delaware
corporation (sometimes referred to herein as, the "Acquiring Corporation") and
West Coast Mines, Inc., a California corporation (sometimes referred to herein
as, the "Non-Acquiring Corporation"). Said corporations are hereinafter
sometimes collectively referred to as the "Constituent Corporations".
WITNESETH:
WHEREAS. DynaResource, Inc. desires to acquire West Coast Mines, Inc.
through merger of West Coast Mines, Inc. with and into DynaResource, Inc.; and,
WHEREAS, DynaResource, Inc. desires to issue its Common Stock (the
"Merger Stock") to the shareholders of West Coast Mines. Inc. in consideration
of the merger of West Coast Mines, Inc. into DynaResource, Inc.; and,
WHEREAS, the Boards of Directors of the Constituent Corporations deem it
advisable for the general welfare and advantage of the Constituent Corporations
and their respective shareholders that West Coast Mines, Inc. merge into
DynaResource, Inc. and said corporation desires to so merge;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereby agree, in accordance with the
applicable provisions of the laws of the States of California and Delaware; that
West Coast Mines, Inc. shall be merged into DynaResource, Inc., which shall
continue its corporate existence and be the corporation surviving the merger,
and that the terms and conditions of the merger hereby agreed upon (hereafter
called the "Merger) which the parties covenant to observe, keep, and perform,
and the mode of carrying the same into effect, are and shall be as hereafter set
forth:
ARTICLE I
EFFECTIVE DATE OF MERGER
1.1 Effective Date. Consummation of this Agreement shall be effected on
the date on which this Agreement of Merger (~Plan and Agreement of Merger") is
filed in the offices of the Secretary of State of the State of Delaware; and,
upon satisfaction of the requirements of the applicable laws of the State of
California prerequisite to such consummation.
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ARTICLE 2
GOVERNING LAW, INSTRUMENTS, AND BODIES
2.1 Governing Law. The laws which are to govern the Acquiring
Corporation are the laws of the State of Delaware.
2.2 Articles of Incorporation. The Articles of Incorporation of the
Acquiring Corporation shall be the Articles of Incorporation of the Acquiring
Corporation as the same shall be in effect at the effective time of the Merger.
2.3 Bylaws. The Bylaws of the Acquiring Corporation at the effective
time of the Merger shall be the Bylaws of the Acquiring Corporation until the
same shall be altered or amended in accordance with the provisions thereof.
2.4 Directors. The Directors of the Acquiring Corporation at the
effective time of the Merger shall remain the directors of the Acquiring
Corporation until their respective successors are duly elected and qualified, or
their earlier death or resignation.
2.5 Officers. Subject to the authority of the Board of Directors as
provided by law and the Bylaws of the Acquiring Corporation, the officers of The
Acquiring Corporation at the effective time of the Merger shall remain the
officers of the Acquiring Corporation.
ARTICLE 3
CONVERSION OF SHARES
3.1 Conversion Plan. The mode of carrying into effect the Merger
provided in this Agreement, and the manner and basis of converting the shares of
West Coast Mines, Inc. into shares of DynaResource, Inc. are as follows:
(a) The Acquiring Corporation's Common Stock. All of the shares
of Common Stock, par value $.0001 per share, of the Acquiring
Corporation issued and outstanding at the effective time of the Merger
shall be tendered and canceled concurrent with giving effect to the
Merger.
(b) The Non-Aquiring Corporation's Common Stock. At the
effective time of the Merger, each of the issued and outstanding shares
of the $.O1 par value Common Stock of the Non-Acquiring Corporation (or
fraction thereof) shall be converted into and become one (1) share (or
the applicable fraction thereof) of the $.0001 par value Common Stock
of the Acquiring Corporation, and each holder of outstanding shares of
the Common Stock of the Non-Acquiring Corporation, upon surrender to
the Acquiring Corporation of one or more stock certificates for Common
Stock of the Non-Acquiring Corporation for cancellation, shall be
entitled to receive one or more stock certificates for the full number
of shares of the Common Stock of the Acquiring Corporation into which
the Common Stock of the Non-Acquiring Corporation so surrendered shall
have been converted as aforesaid. Each issued share of the
Non-Acquiring Corporation's Common Stock, if any, held in its treasury
at the effective time of the merger shall be canceled and shall not be
converted.
3.2 Surrender of the Non-Acquiring Corporation Certificates. As soon as
practicable after the Merger becomes effective, the stock certificates
representing the Common Stock of the Non-Acquiring Corporation issued and
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outstanding at the time the Merger becomes effective shall be surrendered for
exchange to the Acquiring Corporation as above provided. Until so surrendered
for exchange, each such stock certificate nominally representing Common Stock of
the Non-Acquiring Corporation shall be deemed for all corporate purposes (except
for the payment of dividends, which shall be subject to the exchange of stock
certificates as above provided) to evidence the ownership of the number of
shares of the Common Stock of the Acquiring Corporation which the holder thereof
would be entitled to receive upon its surrender to the Acquiring Corporation.
3.3 Status of The Acquiring Corporation Shares. All shares of Common
Stock of the Acquiring Corporation into which shares of Common Stock of the
Non-Acquiring Corporation are converted as herein provided shall be fully paid
and non-assessable and shall be issued in full satisfaction of all rights
pertaining to such shares of common Stock of the Non-Acquiring Corporation.
3.4 Restriction on Transfer. The shares of the Acquiring Corporation
are to be issued without being registered under the Securities Act of 1933, as
amended (the "Act"), in reliance upon the exemption from registration afforded
by Section 3(a)(9) of the Act. Notwithstanding, such shares shall be restricted
to the extent that the shares surrender in exchange therefore were restricted
and shall be affixed with the same legend(s), if any, as shall have been affixed
upon the certificates surrendered in exchange therefore and, if so restricted,
such shares may be sold or otherwise transferred only pursuant to a registration
statement or in compliance with another exemption from registration.
ARTICLE 4
EFFECT OF MERGER
4.1 The Non-Acquiring Corporation Ceases to Exist. At such time as the
Merger shall become effective, the separate existence of The Non-Acquiring
Corporation shall cease and The Non-Acquiring Corporation shall be merged into
the Acquiring Corporation.
4.2 Acquiring Corporation Succeeds to Rights. etc.. At such time as the
Merger becomes effective, the Acquiring Corporation shall succeed to, without
other transfer, and shall possess and enjoy, all the rights, privileges,
immunities, powers and franchises both of a public and a private nature, and be
subject to all the restrictions, disabilities and duties of the Non-Acquiring
Corporation, and all the rights, privileges, immunities, powers and franchises
of the Non-Acquiring Corporation and all property, real, personal and mixed, and
all debts due to either the Non-Acquiring Corporation or the Acquiring
Corporation on whatever account, for stock subscriptions as well as for all
other things in action or belonging to each of said corporations, shall be
vested in the Acquiring Corporation; and all property, rights, privileges,
immunities, powers and franchises, and all and every other interest previously
held by the Non-Acquiring Corporation shall be thereafter as effectually the
property of the Acquiring Corporation as they were of the Non-Acquiring
Corporation and the title to any real estate vested by deed or otherwise in the
Non-Acquiring Corporation shall not revert or be in any way impaired by reason
of the Merger; provided, however, that all rights of creditors and all liens
upon any property of the Non-Acquiring Corporation shall be preserved
unimpaired, limited in lien to the property affected by such liens at the
effective time of the Merger, and all debts, liabilities and duties of said
corporations, respectively, shall thenceforth attach to the Acquiring
Corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the Acquiring
Corporation.
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ARTICLE 5
ACCOUNTING MATTERS
5.1 Assets and Liabilities. The assets and liabilities of the
Non-Acquiring Corporation as at the effective time of the Merger, shall be taken
up on the books of the Acquiring Corporation at the amounts at which they shall
have been carried at that time on the books of the Non-Acquiring Corporation.
5.2 Capital Surplus. The amount of Capital of the Acquiring
Corporation after the Merger, shall be equal to the sum of the aggregate book
value prior to the Merger as shown on the books of the Non-Acquiring
Corporation; which shall be reflected as additional Paid-in Capital, and of the
aggregate Par Value of the Common Stock that will remain issued upon the Merger.
The surplus of the Acquiring Corporation after the Merger, including any surplus
arising in the Merger, shall be available to be used for any legal purposes for
which surplus may be used.
ARTICLE 6
APPROVALS AND FILING
6.1 Approval. This Agreement shall be submitted to the Shareholders of
each Constituent Corporation, as provided by Law and by each respective Articles
of Incorporation, at meetings or otherwise; which shall be accomplished on or
before February 1, 1998, or such later date as the Board of Directors of the
Constituent Corporations shall mutually approve. After such adoption and
approval, and subject to the conditions contained in this Agreement, A
"Certificate of Approval", and A "Certificate of Merger", in substantially the
form annexed and attached hereto as Exhibit A-1. and Exhibit A-2 respectively:
shall be signed, verified, and delivered to the Secretary of the State of
California and the Secretary of the State of Delaware, for filing as provided by
the corporations laws of such states.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE NON-ACQUIRING CORPORATION
The Non-Acquiring Corporation represents and warrants to the Acquiring
Corporation as follows:
7.1 Organization. The Non-Acquiring Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. The Non-Acquiring Corporation has the corporate power required to
carry on its business; as it is now being conducted, and is qualified to do
business in every jurisdiction in which the character and location of the assets
owned by it, or the nature of the business transacted by it, require
qualification.
7.2 Capitalization. The Non-Acquiring Corporation's capitalization
consists of 50,000,000 authorized shares of $.0001 par value Common Stock. Each
issued share is validly issued, fully paid, non- assessable and each outstanding
share is entitled to one vote. There is no treasury stock held by the Non-
Acquiring Corporation.
7.3 Subsidiaries. The Non-Acquiring Corporation has no subsidiary
corporations.
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7.4 Governmental Authorizations. The Non-Acquiring Corporation has all
licenses, franchises, permits and other governmental authorizations required and
which are valid and sufficient for all business presently carried on by The
Non-Acquiring Corporation.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES The Acquiring Corporation
The Acquiring Corporation represents and warrants to The Non-Acquiring
Corporation as follows:
8.1 Organization. The Acquiring Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Acquiring Corporation has corporate power to carry on its business
as it is now being conducted and is qualified to do business in every
jurisdiction in which the character and location of the assets owned by it or
the nature of the business transacted by it require qualification.
8.2 Capitalization. The Acquiring Corporations capitalization consists
of 50,000,000 authorized shares of Common Stock, par value $.0001 per share, of
which, as of the date hereof, 1,000 shares are issued and outstanding (which
shares will be redeemed and canceled upon the effective date of the merger); and
there are no treasury shares outstanding. Each such share when issued will be
validly issued, fully paid, non-assessable and is entitled to one vote. There
are no Common Stock purchase options outstanding as of the date hereof as to any
of the Acquiring Corporation's Common Stock.
ARTICLE 9
CONDUCT OF BUSINESS PENDING, THE MERGE
9.1 Conduct. From and after the date of this Agreement and prior to the
effective time of the Merger, neither of the Constituent Corporations will,
without the prior written consent of the other:
(a) amend its Articles of Incorporation or Bylaws;
(b) engage in any material activity or transaction or incur
any material obligation (by contract or otherwise) except in the
ordinary course of business;
(c) issue rights or options to purchase or subscribe to any
shares of its capital stock or subdivide or otherwise change any such
shares;
(d) issue or sell any shares of its capital stock or
securities convertible into shares of its capital stock; or
(e) declare or pay any dividends on or make any distributions
whether of cash, stock or other property in respect of any shares of
its capital stock.
9.2 Preservation. >From and after the date of this Agreement and prior
to the effective time of the Merger, the Non-Acquiring Corporation will use its
best efforts to preserve its business organizations intact; to keep available to
the Acquiring Corporation the services of the Non-Acquiring Corporation's
present officers and employees; and to preserve for the Acquiring Corporation
the goodwill of the Non-Acquiring Corporation's suppliers, customers and others
having business relations with it.
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ARTICLE 10
ADDITIONAL AGREEMENTS
The Acquiring Corporation and the Non-Acquiring Corporation further
agree as follows:
10.1 Access and Information. The Acquiring Corporation and the
Non-Acquiring Corporation hereby agree that each will give to the other and to
the other's accountants, counsel and other representatives full access during
normal business hours throughout the period prior to the Merger to all of its
properties, books, contracts, commitments and records, and that each will
furnish the other during such period with all such information concerning its
affairs as such other party may reasonably request. In the event of the
termination of this Agreement each party will deliver to the other all
documents, work papers and other material obtained from the other relating to
the transactions contemplated hereby, whether so obtained before or after the
execution hereof, and will use its best efforts to have any information so
obtained and not heretofore made public kept confidential.
10.2 Expenses. Upon a termination of this Agreement as provided below,
each party will pay all costs and expenses of its performance of and compliance
with all agreements and conditions contained herein on its part to be performed
or complied with, including fees, expenses and disbursements of each party's
accountants and counsel.
10.3 Further Assurances. If at any time the Acquiring Corporation shall
consider or be advised that any further assignment or assurance in law or other
action is necessary or desirable to vest, perfect, or confirm, of record or
otherwise, in the Acquiring Corporation, the title to any property or rights of
the Non-Acquiring Corporation acquired or to be acquired by or as a result of
the Merger, the proper officers and directors of the Non-Acquiring Corporation,
and the Acquiring Corporation, respectively, shall be and they hereby are
severally and fully authorized to execute and deliver such proper deeds,
assignments and assurances in law and take such other action as may be necessary
or proper in the name of the Non-Acquiring Corporation or the Acquiring
Corporation to vest, perfect or confirm title to such property or rights in the
Acquiring Corporation and otherwise carry out the purposes of this Agreement.
ARTICLE 11
CONDITIONS PRECEDENT: TERMINATION: GENERAL PROVISIONS
11.1 Conditions Precedent to the Obligations of The Acquiring
Corporation and The Acquiring Corporation. The obligation of the Acquiring
Corporation to effect the Merger and The Acquiring Corporation's obligation to
issue stock on conversion of the stock of the Non-Acquiring Corporation shall be
subject to the following conditions (which may be waived in writing by the
Acquiring Corporation):
(a) The representations and warranties of The Non-Acquiring
Corporation herein contained shall be true as of and at the effective
time of the Merger with the same effect as though made at such time;
the Non-Acquiring Corporation shall have performed all obligations and
complied with all covenants required by this Agreement to be performed
or complied with by it prior to the effective time of the Merger; and
the Non-Acquiring Corporation shall have delivered to the Acquiring
Corporation a certificate, dated the effective date of the Merger and
signed by its President and its Secretary, to both such effects.
(b) No material change in the corporate status, business,
operations or financial condition of the Non-Acquiring Corporation
shall have occurred since the date hereof, (whether or not covered by
insurance), other than changes in the ordinary course of business, none
of which has been materially adverse in relation to the Non-Acquiring
Corporation, taken as a whole, and no other event or condition of any
character shall have occurred or arisen since that date which shall
6
have materially and adversely affected the corporate status, business,
operations or financial condition of the Non-Acquiring Corporation
taken as a whole. Operating costs shall not be considered as other than
a change in the ordinary course of business.
11.2 Conditions Precedent to The Non-Acquiring Corporation's
Obligations. The obligation of The Non-Acquiring Corporation to effect the
Merger shall be subject to the following conditions (which may be waived in
writing by The Non-Acquiring Corporation):
(a) The representations and warranties of the Acquiring
Corporation and the Acquiring Corporation herein contained shall be
true as of and at the effective time of the Merger with the same
effect as though made at such time; the Acquiring Corporation shall
have performed all obligations and complied with all covenants
required by this Agreement to be performed or complied with by it
prior to the effective time of the Merger.
(b) No material change in the corporate status, business,
operations or financial condition of The Acquiring Corporation or The
Acquiring Corporation shall have occurred since the date hereof
(whether or not covered by insurance), other than changes in the
ordinary course of business, none of which has been materially adverse
in relation to the Acquiring Corporation taken as a whole, and no
other event or condition of any character shall have occurred or
arisen since that date which shall have materially and adversely
affected the corporate status, business, operations or financial
condition of the Acquiring Corporation, taken as a whole.
11.3 Termination and Abandonment Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time before the effective time of the Merger, whether before or after adoption
or approval of this Agreement by the shareholders of the Merging Corporations
under any one or more of the following circumstances:
(a) By the mutual consent of the Boards of Directors of the
Constituent Corporations;
(b) By either of the Constituent Corporations if any action or
proceeding before any court or other governmental body or agency shall
have been instituted or threatened to restrain or prohibit the Merger
and such Constituent Corporation deems it inadvisable to proceed with
the Merger; or
(c) By either of the Constituent Corporations if the requisite
approval of the shareholders of both Constituent Corporations shall
not have been obtained on or before February 1, 1998, or if the
Articles of Merger and Certificate of Merger shall not have been filed
as provided in Article I hereof on or before February 15, 1998.
11.4 Amendments. Any of the terms or conditions of this Agreement may be
modified or waived at any time before the effective time of the Merger by the
party which is, or the shareholders of which are, entitled to the benefit
thereof upon the authority of the Board of Directors of such party, provided
that any such modification or waiver shall in the judgment of the party making
it not affect substantially or materially and adversely the benefits to such
party or its shareholders intended under this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Agreement has been signed by a majority of the
directors of each of the Constituent Corporations and each of the Constituent
Corporations has caused its corporate seal to be hereunto affixed and attested
by the signature of its Secretary, all as of the day and year first above
written.
A MAJORITY OF THE A MAJORITY OF THE DIRECTORS OF
DIRECTORS OF DYNARESOURCE, INC.: WEST COAST MINES, INC.:
/S/ K.D. Diepholz /S/ K.D. Diepholz
- - ---------------------------- ---------------------------
Name: Koy W.(K.D.) Diepholz Name: Koy W.(K.D.) Diepholz
Chairman / President Chairman / President
/S/ Mel E Tidwell /S/ Mel E Tidwell
- - ---------------------------- ---------------------------
Name: Mel E Tidwell Name: Mel E Tidwell
/S/ Douglas Metcalf /S/ Douglas Metcalf
- - ---------------------------- ---------------------------
Name: Douglas Metcalf Name: Douglas Metcalf
Secretary Secretary
/S/ Wayne C. Henderson /S/ Wayne C. Henderson
- - ---------------------------- ---------------------------
Name: Wayne C. Henderson Name: Wayne C. Henderson
EXHIBIT A-1
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
The undersigned do hereby state and certify as follows:
1. They are the President and Secretary respectively of West Coast Mines,
Inc., (the "Disappearing Corporation"); a California Corporation.
2. The Agreement of Merger to be executed by and between the Disappearing
Corporation and DynaResource, Inc., a Delaware Corporation (the
"Acquiring Corporation"), in the form attached hereto; was duly
approved by the Board of Directors and Shareholders of West Coast
Mines, Inc., the Disappearing Corporation, as of January 15, 1998.
3. Pursuant to Section 1201 of the California General Corporation Laws, no
vote of the Shareholders of West Coast Mines, Inc. the Disappearing
Corporation, is required; as the Shareholders of the Disappearing
Corporation immediately prior to the Merger, will possess all (more
than five-sixths) of the Voting Power of DynaResource, Inc., the
Acquiring Corporation, immediately subsequent to the Merger.
Each of the undersigned do hereby declare under the Penalty of Perjury under the
Laws of the State of California, that he signed the foregoing Certificate in the
Official Capacity set forth under his Signature below; and that the statements
set forth in this Certificate are true of his own knowledge.
Signed as of January 15, 1998.
/S/ K.D. Diepholz
- ------------------------
Koy (K.D.) Diepholz
President
/S/ Douglas Metcalf
- ------------------------
Douglas Metcalf
Secretary
EXHIBIT A-2
CERTIFICATE OF MERGER
The undersigned do hereby state and certify as follows:
1. The Constituent Corporations are: DynaResource, Inc., (the "Acquiring
Corporation"); a Delaware Corporation; and West Coast Mines, Inc., (the
"Disappearing Corporation"), a California Corporation.
2. An Agreement of Merger between the Acquiring Corporation and the
Disappearing Corporation above, has been as of January 15, 1998,
approved, executed, certified, and acknowledged; in accordance with
Section 252 of the General Corporation Laws with the State of Delaware.
3. The Acquiring Corporation is the surviving Corporation and its name
shall be DYNARESOURCE, INC.
4. No Amendments to the Certificate of Incorporation of the Acquiring
Corporation are required by the Agreement of Merger, and subsequent to
the Merger, the Certificate of Incorporation of the Acquiring
Corporation shall be its Certificate of Incorporation.
5. The executed Agreement of Merger is on file at the principle place of
business of the Acquiring Corporation, which is: The Towers at Williams
Square, 5215 N. O'Connor Blvd., Suite 200, Irving, Texas 75039.
6. A copy of the executed Agreement of Merger will be furnished by the
Acquiring Corporation on request and without cost, to any Shareholder
of the Disappearing Corporation or to any Shareholder of the Acquiring
Corporation.
Each of the undersigned do hereby declare under the Penalty of Perjury under the
Laws of the State of California, that he signed the foregoing Certificate in the
Official Capacity set forth under his Signature below; and that the statements
set forth in this Certificate are true of his own knowledge.
Signed as of January 15, 1998.
/S/ K.D. Diepholz
- - -------------------------------
Koy (K.D.) Diepholz, President
/S/ Douglas Metcalf
- - -------------------------------
Douglas Metcalf, Secretary
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
The undersigned do hereby state and certify that:
1. They are the President and Secretary, respectively of DynaResource,
Inc., a Delaware corporation (the "Acquiring Corporation"
2. The Agreement of Merger to be executed by and between the Acquiring
Corporation and West Coast Mines, Inc. (the "Disappearing
Corporation"), in the form attached hereto was duly approved by the
Board of Directors and shareholders of the Disappearing Corporation, as
of the date of this Certificate.
3. There is only one class of shares and the total number of outstanding
shares is 1,000.
4. The terms of the merger agreement in the form attached were approved by
the unanimous vote of all (100%) of the shares of the Acquiring
Corporation.
As of the date set forth below, in Dallas, Texas, each of the
undersigned does hereby declare under the penalty of perjury under the laws of
the State of California that he signed the foregoing certificate in the official
capacity set forth beneath his signature, and that the statements set forth in
said certificate are true of his own knowledge.
SIGNED as of January 15, 1998
/S/ K.D. Diepholz
- - -------------------------------
Koy (K.D.) Diepholz, President
/S/ Douglas Metcalf
- - -------------------------------
Douglas Metcalf, Secretary
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
The undersigned do hereby state and certify as follows:
1. They are the President and Secretary respectively of West Coast Mines,
Inc., (the "Disappearing Corporation"); a California Corporation.
2. The Agreement of Merger to be executed by and between the Disappearing
Corporation and DynaResource, Inc., a Delaware Corporation (the
"Acquiring Corporation"), in the form attached hereto; was duly
approved by the Board of Directors and Shareholders of West Coast
Mines, Inc., the Disappearing Corporation, as of the date of this
Certificate.
3. Pursuant to Section 1201 of the California General Corporation Laws, no
vote of the Shareholders of West Coast Mines, Inc. the Disappearing
Corporation, is required; as the Shareholders of the Disappearing
Corporation immediately prior to the Merger, will possess all (more
than five-sixths) of the Voting Power of DynaResource, Inc., the
Acquiring Corporation, immediately subsequent to the Merger.
Each of the undersigned do hereby declare under the Penalty of Perjury under the
Laws of the State of California, that he signed the foregoing Certificate in the
Official Capacity set forth under his Signature below; and that the statements
set forth in this Certificate are true of his own knowledge.
Signed as of January 15, 1998
/S/ K.D. Diepholz
- - ---------------------
Koy (K.D.) Diepholz
President
/S/ Douglas Metcalf
- - ---------------------
Douglas Metcalf
Secretary
Great Seal of the STATE OF CALIFORNIA
(Graphic Omitted)
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript has been compared with the record on file in
this office, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF, I execute this certificate and affix
the Great Seal of the State of California this
NOV 12 1998
/S/ Bill Jones
------------------
Bill Jones, Secretary of State
State of Delaware
Office of the Secretary of State PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"WEST COAST MINES, Inc. A CALIFORNIA CORPORATION,
WITH AND INTO "DYNARESOURCE, INC." UNDER THE NAME OF "DYNARESOURCE,
INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE 0F
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SECOND DAY OF NOVEMBER, A.D.
1998, AT 9 O'CLOCK A.M.
A FILED COPY 0F THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER 0F DEEDS
/S/ Edward J. Freel
- - ------------------------
Edward I. Freel, Secretary of State
AUTHENTICATION. 9392765
DATE: 11-06-98
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED O9:00 AM 12/02/1998
981422213 - 2826546
CERTIFICATE OF MERGER
The undersigned do hereby state and certify as follows:
1. The Constituent Corporations are: DynaResource, Inc. (the "Acquiring
Corporation"); a Delaware Corporation; and West Coast Mines, Inc., (the
"Disappearing Corporation"), a California Corporation.
2. An Agreement of Merger between the Acquiring Corporation and the Disappearing
Corporation above, has been as of January 15, 1998, approved, adopted, excuted,
certified, and acknowledged; in accordance with Section 252 of the General
Corporation Laws of the State of Delaware.
3. The Acquiring Corporation is the surviving Corporation and its name shall be
DYNARESOURCE, INC.
4. No Amendments to the Certificate of Incorporation of the Acquiring
Corporation are required by the Agreement of Merger, and subsequent to the
Merger, the Certificate of Incorporation of the Acquiring Corporation shall be
its Certificate of Incorporation.
5. The executed Agreement of Merger is on file at the principle place of
business of the Acquiring Corporation, which is: The Towers at Williams Square,
5215 N. O'Conner Blvd., Suite 200, Irving, Texas 75039.
6. A copy of the executed Agreement of Merger will be furnished by the Acquiring
Corporation on request and without cost, to any Shareholder of the Disappearing
Corporation or to any Shareholder of the Acquiring Corporation.
7. The Disappearing Corporation's Capitalization consists of 50,000,000
Authorized Shares of $.0001 Par Value Common Stock.
Each of the undersigned do hereby declare under the Penalty of Perjury, that he
signed the foregoing Certificate in the Official Capacity set forth under his
Signature below; and that the statements set forth in this Certificate are true
and accurate of his own knowledge.
Signed as of February 3, 1998. DYNARESOURCE, INC.
/S/ K.D. Diepholz
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President