Articles of Merger and Agreement and Plan of Merger between Canadian Northern Lites, Inc. and Leopard Capital, Inc.

Summary

This agreement documents the merger of Canadian Northern Lites, Inc., a Texas corporation, with and into Leopard Capital, Inc., a Nevada corporation. Leopard Capital, Inc. will be the surviving entity and will be governed by Nevada law. The agreement outlines the voting results, share structure, and obligations of the surviving corporation, including accepting service of process in Nevada, paying dissenting shareholders as required by Texas law, and assuming any tax liabilities of Canadian Northern Lites, Inc. The merger was approved by the boards and shareholders of both companies and is effective as of June 30, 2000.

EX-2.1 2 0002.txt ARTICLES OF MERGER 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 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. 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 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. 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. 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. 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 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. 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 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.