State of Delaware
Office of the Secretary of State
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 OWNERSHIP, WHICH MERGES:
"HI-PLAINS ENERGY CORP.", A WYOMING CORPORATION,
WITH AND INTO "WINCHESTER MINING CORPORATION" UNDER THE NAME
OF "PNW CAPITAL, INC.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE SIXTEENTH DAY OF MAY, A.D. 2000, AT 9 O'CLOCK
A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
Seal
/s/Edward J. Freel
Edward J. Freel, Secretary of State
2680091 8100M Authentication: 0448997
001250985 Date: 5-19-00
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
OF
HI-PLAINS ENERGY CORP.
(a Wyoming corporation)
into
WINCHESTER MINING CORPORATION
(a Delaware corporation)
It is hereby certified that:
1. Winchester Mining Corporation (hereinafter sometimes referred to as the
"Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all the outstanding shares of common
stock of Hi-Plains Energy Corp., which is a business corporation of the state of
Wyoming.
3. The laws of the jurisdiction of organization of Hi-Plains Energy Corp.
permit the merger of a business corporation that jurisdiction with a business
corporation of another jurisdiction.
4. The Corporation hereby merges Hi-Plains Energy Corp. into the
Corporation.
5. The following is a copy of the resolutions adopted on May 16, 2000 by
the Board of Directors of the corporation to merge the said Hi-Plains Energy
Corp. into the Corporation:
RESOLVED, that Hi-Plains Energy Corp. be merged into this Corporation, and
that all the estate, property, rights, privileges, powers, and franchises
of Hi-Plains Energy Corp. be vested in and held and enjoyed by this
Corporation as fully and entirely and without change or diminution as the
same were before held and enjoyed by Hi-Plains Energy Corp. in its name.
RESOLVED that this Corporation assume all the obligations of Hi-Plains
Energy Corp.
RESOLVED that this Corporation shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of Delaware, by
the laws of the State of Wyoming, and by the laws of any other appropriate
jurisdiction and will cause
<PAGE>
to be performed all necessary acts within the jurisdiction of organization
of Hi-Plains Energy Corp. and of this Corporation and in any other
appropriate jurisdiction.
RESOLVED that this Corporation shall change its corporate name to PNW
Capital, Inc.
RESOLVED that the effective time of the Certificate of Ownership and Merger
setting forth a copy of these resolutions shall be May 16, 2000, and that,
insofar as the General Corporation Law of the State of Delaware shall
govern the same, said time shall be the effective merger time.
Executed on May 16, 2000
WINCHESTER MINING CORPORATION
By:/s/Wayne Miller
Wayne Miller, President
Providence of British Columbia
Country of Canada
The foregoing Certificate of Ownership and Merger was acknowledged before
me this 16th day of May 2000, by Wayne Miller, President of Winchester Mining
Corporation who affirmed the facts contained therein under penalties of perjury.
/s/G. Roy Long Jr.
G. Roy Long Jr.
A Notary Public in and for the
Province of British Columbia,
Commission expires with life.
