SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

SECOND AMENDMENT

TO

AGREEMENT AND PLAN OF MERGER

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered into as of February 6, 2013, by and among Canwealth Minerals Corporation, a Delaware corporation (“Canwealth”), USG1, Inc., a Delaware corporation (“USG1”), and Kimi Royer, as representative of the USG1 Stockholders (the “Stockholder Representative”). Canwealth, USG1 and the Stockholder Representative are sometimes collectively referred to herein as the “Parties.”

WITNESSETH

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated August 10, 2012, as amended by that certain First Amendment to Agreement and Plan of Merger, dated January 15, 2013 (as amended, the “Merger Agreement”).

WHEREAS, the Parties desire to authorize and approve the form of Certificate of Merger to effectuate the Merger.

WHEREAS, Schedule “B” to the Merger Agreement, which set forth the capitalization of the Surviving Company following the Merger, contained certain inaccuracies.

WHEREAS, the Parties desire to further amend the Merger Agreement as provided herein to correct Schedule “B” to the Merger Agreement.

NOW, THEREFORE, in accordance with Section 5.02 of the Merger Agreement, the Parties hereby agree as follows:

1.          Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

2.          The Parties hereby agree that subject to the conditions of the Merger Agreement, they shall cause a Certificate of Merger, in the form attached hereto as Schedule “A”, to be filed to effectuate the Merger. As contemplated by the Certificate of Merger, the Surviving Company shall change its name to “Canwealth Minerals Corporation” upon filing of the Certificate of Merger.

3.           Schedule “B” to this Amendment replaces and supersedes Schedule “B” to the Merger Agreement in all respects.

4.           This Amendment may be executed in any number of counterparts, all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures delivered by facsimile or electronic mail shall be deemed original signatures for all purposes of this Amendment.

5.           Except for the amendment to the Merger Agreement specifically set forth in this Amendment, the Merger Agreement shall remain in full force and effect in all respects.

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IN WITNESS WHEREOF, the parties have executed this Second Amendment to Agreement and Plan of Merger as of the date first written above.

SCHEDULE “A”

Certificate of Merger

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is USG1, INC. and the name of the corporation being merged into this surviving corporation is CANWEALTH MINERALS CORPORATION.

SECOND: An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations.

THIRD: The name of the surviving corporation in the merger herein certified USG1, INC., a Delaware corporation.

FOURTH: The Certificate of Incorporation of USG1, INC. shall continue to be the Certificate of Incorporation of said surviving corporation, and said Certificate of Incorporation shall be amended to amend Article One, relating to the of said surviving corporation, to read as follows:

“ARTICLE ONE: The name of the corporation is CANWEALTH MINERALS CORPORATION.”

FIFTH: The merger is to become effective on the date of filing of this Certificate of Merger.

SIXTH: An executed copy of the Agreement of Merger between the aforesaid constituent corporations is on file at 1376 Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2, the principal place of business of the aforesaid surviving corporation.

SEVENTH: A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any shareholder of each of the aforesaid constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the _____ day of February, 2013.

SCHEDULE “B”

Capitalization Schedule

USG1, Inc. Capitalization Schedule

Schedule B