<PAGE>
EXHIBIT 2.1
ARTICLES OF MERGER
TO: Secretary of State of the State of Nevada:
AND TO: Secretary of State of the State of Texas
The undersigned corporations, pursuant to Nevada Revised Statutes, Chapt. 78,
et. seq., and Texas Business Corporation Act, 92A.100, et. seq., hereby execute
in duplicate the following Articles of Merger:
1. The plan of merger is as follows:
See Exhibit "A:" attached hereto and incorporated herein by reference.
2. As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each
class entitled to vote as a class on such plan, are as follows:
Number of Shares Designation Number of Shares
Name of Corporation Outstanding of Class Authorized to issue
CANADIAN NORTHERN LITES, INC.
a Texas Corporation 15,131,000 Common 200,000,000
LEOPARD CAPITAL, INC.
a Nevada Corporation 1 Common 100,000,000
3. As to each of the undersigned corporations, the total number of shares
voted for and against such plan, respectfully, and, as to each class
entitled to vote thereon as a class, the number of shares of such class
voted for and against such plan, respectfully, are as follows:
Total Total
Name of Corporation Voted For Voted Against Abstain
CANADIAN NORTHERN LITES, INC. 11,018,300 0 0
LEOPARD CAPITAL, INC. 1 0 0
DATED this 30th day of June, 2000.
CANADIAN NORTHERN LITES, INC.
/s/ T.G. Cook
-----------------------------
Name: T.G. Cook
Title: President
/s/ Cam Dalgliesh
-----------------------------
Name: Cam Dalgliesh
Title: Secretary
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LEOPARD CAPITAL, INC.
/s/ T.G. Cook
-----------------------------
Name: T.G. Cook
Title: President
/s/ Cam Dalgliesh
-----------------------------
Name: Cam Dalgliesh
Title: Secretary
PROVINCE OF BRITISH COLUMBIA )
)
)
TERRANCE G. COOK, being first duly sworn on oath, deposes and says:
That he is the President of CANADIAN NORTHERN LITES, INC., a Texas corporation;
that he has read the foregoing Articles of Merger, knows the contents thereof
and believes the same to be true.
Subscribed and sworn to before me this 30th day of June, 2000.
Notary Public in and for the Province of British Columbia, Canada,
residing at 5670 Yew Street, Vancouver, B.C., Canada V6M 3Y3,
c/o Munro & Crawford, Barristers & Solicitors.
PROVINCE OF BRITISH COLUMBIA )
)
)
TERRANCE G. COOK, being first duly sworn on oath, deposes and says:
That he is the President of LEOPARD CAPITAL, INC., a Nevada corporation; that he
has read the foregoing Articles of Merger, knows the contents thereof and
believes the same to be true.
Subscribed and sworn to before me this 30th day of June, 2000.
Notary Public in and for the Province of British Columbia, Canada,
residing at 5670 Yew Street, Vancouver, B.C., Canada V6M 3Y3,
c/o Munro & Crawford, Barristers & Solicitors.
<PAGE>
AGREEMENT BY SURVIVING CORPORATION WITH SECRETARY OF STATE
TO: Secretary of State of the State of Nevada:
AND TO: Secretary of State of the State of Texas
The undersigned corporation, a Nevada corporation, pursuant to Nevada Law and
the provisions of Texas Business Corporation Act, Chapt. 5.01, et. seq., hereby
executes the following Agreement of Merger with the Secretary of States of the
State of Nevada and Texas:
1. The name of the undersigned corporation is LEOPARD CAPITAL, INC., a Nevada
Corporation.
2. The undersigned corporation is the surviving corporation pursuant to a
merger effected on May 2, 2000, with CANADIAN NORTHERN LITES, INC., a
Texas corporation.
3. The undersigned corporation is to be governed by the laws of the State o
Nevada.
4. The undersigned corporation hereby agrees that it may be served with
process in the State of Nevada in any proceeding for the enforcement of
any obligation of any domestic corporation which is a party to this merger
and in any such domestic corporation against the surviving corporation.
5. The undersigned corporation hereby irrevocably appoints the Secretary of
State of the State of Nevada as its agent to accept service of process in
any proceeding described hereinabove in paragraph 4 of this Agreement.
6. The undersigned corporation hereby agrees that it will promptly pay to the
dissenting shareholders of any such domestic corporation the amount, if
any, to which such dissenting shareholder shall be entitled under the
provisions of the Texas law with respect to the rights of dissenting
shareholders.
7. The undersigned corporation hereby agrees that it will assume
responsibility for any and all tax liability of CANADIAN NORTHERN LITES,
INC., a Texas corporation, due the State of Texas.
DATED this 30th day of June, 2000.
LEOPARD CAPITAL, INC.
/s/ T.G. Cook
-----------------------------
Name: T.G. Cook
Title: President
<PAGE>
PROVINCE OF BRITISH COLUMBIA )
)
)
On this 30th day of June, 2000, before me, the undersigned, a Notary
Public in and for the Province of British Columbia, Canada personally appeared
TERRANCE G. COOK , to me known to be the President of LEOPARD CAPITAL, INC., who
executed the within and foregoing instrument and acknowledged the said
instrument to be the free and voluntary act and deed for the uses and purposes
therein mentioned, and on oath states that he was authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and seal and affixed my
official seal the day and year first above written.
Subscribed and sworn to before me this 30th day of June, 2000.
Notary Public in and for the Province of British Columbia, Canada,
residing at 5670 Yew Street, Vancouver, B.C., Canada V6M 3Y3,
c/o Munro & Crawford, Barristers & Solicitors.
<PAGE>
EXHIBIT "A"
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June , 2000, by and between
CANADIAN NORTHERN LITES, INC., a Texas corporation (herein called the "Texas
Corporation") and LEOPARD CAPITAL, INC., a Nevada corporation (herein called the
"Nevada Corporation"), said corporations being herein sometimes referred to as
the "Constituent Corporations.
The Texas Corporation is a corporation duly organized and existing under
the laws of the State of Texas, having been incorporated in the State of Nevada
on June 18, 1990 as QQQ Huntor Associates, Inc. On July 21, 1995, the Texa
Corporation changed its domicile to the State of Texas and merged into Unimex
Transnational Consultants, Inc. On April 26, 1996, the Texas Corporation changed
its name to Canadian Northern Lites, Inc. The Nevada Corporation is a
corporation organized and existing under the laws of the State of Nevada, havin
been incorporated thereunder June 11, 1999.
The authorized capitalization of the Texas Corporation consists of
200,000,000 shares of Common Stock, $0.001 par value per share, of which
15,131,000 shares are issued and outstanding as of the date hereof.
The authorized capitalization of the Nevada Corporation consists of
100,000,000 shares of Common Stock, par value $0.001 per share, of which 1 share
is issued and outstanding as of the date hereof.
The principal office in the State of Nevada of the Nevada Corporation is
located at 202 South Minnesota Street, Carson City, Nevada, 89703, c/o Unisearch
Inc. and Michelle Ellis is the agent in charge thereof upon whom process against
the Nevada Corporation may be served. The registered agent's office in the State
of Texas of the Texas Corporation is located at the offices of J. Dan Sifford,
3131-Southwest Freeway, Number 42, Houston ,Texas, 77098 and J. Dan Sifford is
the agent in charge thereof upon whom process against the Texas Corporation may
be served.
The Board of Directors of the Texas Corporation and the Board of Directors
of the Nevada Corporation deem it to the benefit and advantage of each of said
corporations and their respective stockholders that said corporations merge
under and pursuant to the provisions of Chapt. 5.01, et. seq., of Texas Business
Corporation Act, State of Texas and Chapt. 78, et. seq., and 92A.100, et. seq.,
of the Nevada Business Corporation Act of the State of Nevada, and the Board of
Directors of each of the Constituent Corporations, by resolution duly adopted,
has approved this Agreement and Plan of Merger (sometimes herein called the
"Agreement") and a majority of the Directors of each has duly authorized the
execution of the same and each of said Boards of Directors has directed that the
Agreement be submitted to a vote of the respective stockholders of the Texas
Corporation and the Nevada Corporation entitled to vote thereon (namely, all of
the stockholders of each) at stockholder meetings called separately for the
purpose, among others, of considering approval of the Agreement.
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In consideration of the foregoing and the mutual agreements hereinafter set
forth, the parties hereto agree that in accordance with the provisions of the
Texas Corporation Act of the State of Texas and the Business Corporation Act of
the State of Nevada, the Texas Corporation shall be merged with and into the
Nevada Corporation, and that the terms and conditions of such merger and the
mode of carrying it into effect are, and shall be, as herein set forth.
ARTICLE I
Except as herein specifically set forth, the corporate existence of the
Nevada Corporation, with all its purposes, powers and objects, shall continue in
effect and unimpaired by the merger and the corporate identity and existence,
with all the purposes, powers and objects of the Texas Corporation, and such
Texas corporation shall be merged into the Nevada Corporation and the Nevada
Corporation, as the corporation surviving the merger, shall be fully vested
therewith. The separate existence and corporate organization of the Texas
Corporation shall cease as soon as the merger shall become effective as herein
provided, and thereupon the Texas Corporation and the Nevada Corporation shall
be a single corporation, to wit, the Nevada Corporation (hereinafter sometimes
referred to as the "Surviving Corporation"). This Agreement shall continue in
effect and the merger shall become effective only if the Agreement is adopted
by the stockholders of the constituent Corporations as provided in Article XI
hereof. Upon such adoption, that fact shall be certified upon the Agreement by
the Secretary of each of the constituent Corporations, under the seals thereof.
Thereupon, complying with the requirements of the Texas Business Corporation Act
of the State of Texas and the Business Corporation Act of the State of Nevada,
this Agreement shall be filed in the office of the Secretary of State of Texas
and a copy of this Agreement shall be filed with the Secretary of State of the
State of Nevada.
The merger shall become effective when the necessary filings and
recordings shall have been accomplished in Texas and the necessary filings and
recordings shall have been accomplished in Nevada.
The date when the merger becomes effective is sometimes herein referred to
as the "effective date of the merger."
ARTICLE II
Upon the effective date of merger, the Certificate of Incorporation of the
Texas Corporation, as hereinafter amended, shall be the Certificate of
Incorporation of the Surviving Corporation.
Said Certificate of Incorporation is made a part of this Agreement and
plan of Merger with the same force and effect as if set forth in full.
<PAGE>
ARTICLE III
Upon the effective date of the merger, the Bylaws of the Nevada
Corporation shall be the bylaws of the Surviving Corporation until the same
shall thereafter be altered, amended or repealed in accordance with law, the
Certificate of Incorporation, and said Bylaws.
ARTICLE IV
On the effective date of the merger, the Surviving Corporation shall
continue in existence and, without further transfer, succeed to and possess all
of the rights, privileges, and purposes of each of the Constituent Corporations;
and all of the property, real and personal, including subscriptions to shares,
causes of action and every other asset of each of the Constituent Corporations,
shall vest in the Surviving Corporation without further act or deed; and the
Surviving Corporation shall be liable for all of the liabilities, obligations
and penalties of each of the Constituent Corporations. No liability or
obligation due or to become due, claim or demand for any cause existing against
either corporation, or any stockholder, officer, director or employee thereof,
shall be released or impaired by such merger. No action or proceeding, whether
civil or criminal, then pending by or against either Constituent Corporation or
any stockholder, officer, director or employee thereof shall abate or be
discontinued by such merger, but may be enforced, prosecuted, defended, settled
or compromised as if such merger had not occurred or the Surviving Corporation
may be substituted in any action or proceeding in place of either Constituent
Corporation. If at any time the Surviving Corporation shall consider or be
advised that any further assignments, conveyances or assurances in law are
necessary or desirable to vest, perfect or confirm of record in the Surviving
Corporation the title to any property or rights of the Constituent Corporations,
or otherwise to carry out the provisions hereof, the proper officers and
directors of the Constituent Corporations, as of the effective date of the
merger, shall execute and deliver any and all proper deeds, assignments and
assurances in law, and do all things necessary or proper to vest, perfect or
confirm title to such property rights in the Surviving Corporation, and
otherwise to carry out the provisions hereof.
ARTICLE V
The number of shares of stock which the Surviving Corporation shall have
authority to issue shall be 100,000,000 shares of Common Stock, par value $0.001
per share.
ARTICLE VI
Upon the effective date of the merger, each issued and outstanding share
of Common Stock of the Texas Corporation, $0.001 par value, shall be and become
converted into one fully paid and nonassessable share of Common Stock, $0.001
par value, of the Surviving corporation. Outstanding certificates representing
shares of Common Stock of the Texas Corporation shall thenceforth represent the
same number of shares of Common Stock of the Surviving Corporation, and the
holder thereof shall be entitled to precisely the same rights he would enjoy if
he held certificates issued by the Surviving Corporation. Upon the surrender of
any such certificate to the Surviving Corporation at its principal office, the
transferee or other holder of the certificates surrendered shall receive in
<PAGE>
exchange therefor a certificate or certificates of the Surviving Corporation.
Upon the effective date of the merger, each outstanding option or right to
purchase or otherwise acquire shares of Common Stock of the Texas Corporation
shall be converted, forthwith upon the merger becoming effective, into and
become an option or right to purchase or otherwise acquire the same number of
shares of Common Stock of the Surviving Corporation on the same terms and
conditions, and, in connection therewith, the same number of shares of Common
Stock of the Surviving Corporation shall be reserved for issuance by the
Surviving Corporation as were reserved by the Texas Corporation immediately
prior to the merger.
ARTICLE VII
Upon the merger becoming effective, the shares of Common Stock, $0.001 par
value per share, of the Texas Corporation which shall be outstanding immediately
prior to the effective date of the merger, shall be cancelled and retired, and
no new shares of Common Stock or other securities of the Texas Corporation shall
be issuable with respect thereto.
ARTICLE VIII
The sole officer and director of the Surviving Corporation is Terrance G.
Cook, until his successor(s) shall have been elected and shall qualify or as
otherwise provided in the Bylaws of the Surviving Corporation.
ARTICLE IX
All corporate acts, plans, policies, approvals and authorizations of the
Texas Corporation, its stockholders, Board of Directors, committees elected or
appointed by the Board of Directors, officers and agents, which were valid and
effective immediately prior to the effective date of the merger, shall be taken
for all purposes as the acts, plans, policies, approvals and authorizations of
the Surviving Corporation and shall be as effective and binding thereon as they
were on the Nevada Corporation. It is intended that the transaction described
herein qualifies as a reorganization within the definition of Clause (A) of
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended.
ARTICLE X
This Agreement of Merger shall be submitted to the stockholders of each of
the Constituent Corporations as provided by the applicable laws of the States of
Texas and Nevada. There shall be required for the adoption of this Agreement by
the Texas Corporation, the affirmative vote of the holders of at least 66 2/3%
of the capital stock outstanding. In addition, consummation of the merger shall
be subject to obtaining any consents or approvals determined by the respective
Boards of Directors of the Constituent Corporations to be necessary to effect
such merger.
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ARTICLE XI
The Surviving Corporation hereby agrees that it may be served with process
in the State of Nevada in any proceeding for enforcement of any obligation of
the Nevada Corporation as well as for enforcement of any obligation resulting
from the merger, and hereby irrevocably appoints the Secretary of State of the
State of Nevada as its agent to accept service of process in any such suit or
other proceeding. The address to which a copy of such process shall be mailed
by the Secretary of State of the State of Nevada is: Suite U13 - 601 West
Broadway, Vancouver, British Columbia V5Z 4C2. Attention: Terrance G. Cook.
ARTICLE XII
This Agreement and the merger may be terminated and abandoned by
resolutions of the Board of Directors of the Texas Corporation and the Nevada
Corporation prior to the merger becoming effective. In the event of the
termination and the abandonment of this Agreement and the merger pursuant to the
foregoing provisions of this Article XII, this Agreement shall become void and
of no further effect without any liability on the part of either of the
Constituent Corporations or its stockholders or the directors or officers in
respect thereof.
ARTICLE XIII
This agreement and plan of merger may be executed in counterparts, each of
which when so executed shall be deemed to be an original, and such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, each party to this Agreement and Plan of Merger, pursuant to
authority duly given by its respective Boards of Directors, has caused this
Agreement to be executed on its behalf by its President and attested to by its
Secretary as of the day and year first hereinabove written.
CANADIAN NORTHERN LITES, INC.
/s/ T.G. Cook
-----------------------------
Name: T.G. Cook
Title: President
/s/ Cam Dalgliesh
-----------------------------
Name: Cam Dalgliesh
Title: Secretary
LEOPARD CAPITAL, INC.
/s/ T.G. Cook
-----------------------------
Name: T.G. Cook
Title: President
/s/ Cam Dalgliesh
-----------------------------
Name: Cam Dalgliesh
Title: Secretary
<PAGE>
PROVINCE OF BRITISH COLUMBIA )
)
)
TERRANCE G. COOK, being first duly sworn on oath, deposes and says:
That he is the President of LEOPARD CAPITAL, INC., a Nevada corporation; that he
has read the foregoing Articles of Merger, knows the contents thereof and
believes the same to be true.
Subscribed and sworn to before me this 30th day of June, 2000.
Notary Public in and for the Province of British Columbia, Canada,
residing at 5670 Yew Street, Vancouver, B.C., Canada V6M 3Y3,
c/o Munro & Crawford, Barristers & Solicitors.
PROVINCE OF BRITISH COLUMBIA )
)
)
TERRANCE G. COOK, being first duly sworn on oath, deposes and says:
That he is the President of CANADIAN NORTHERN LITES, INC., a Texas corporation;
that he has read the foregoing Articles of Merger, knows the contents thereof
and believes the same to be true.
Subscribed and sworn to before me this 30th day of June, 2000.
Notary Public in and for the Province of British Columbia, Canada,
residing at 5670 Yew Street, Vancouver, B.C., Canada V6M 3Y3,
c/o Munro & Crawford, Barristers & Solicitors.
