Certificate of Ownership and Merger between Darwin Resources Corp. (Nevada) and Darwin Resources Corp. (Delaware)

Summary

This document certifies the merger of Darwin Resources Corp., a Nevada corporation, into Darwin Resources Corp., a Delaware corporation. The Nevada corporation owned all shares of the Delaware entity and, by board and shareholder approval, merged itself into the Delaware corporation. Shareholders of the Nevada company will receive 1.317663818 shares of the Delaware company for each share they held, and the Delaware company will be the surviving entity, assuming all obligations. The merger was approved on November 21, 2005, and is executed by the authorized officer.

EX-2.2 3 ex22to8k06466_11212005.htm sec document

 Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253B Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING DARWIN RESOURCES CORP., a Nevada Corporation INTO DARWIN RESOURCES CORP., a Delaware Corporation Darwin Resources Corp., a corporation organized and existing under the laws of the State of Nevada DOES HEREBY CERTIFY: FIRST: That it was organized pursuant to the provisions of the General Corporation Law of the State of Nevada, on the 21st day of October, 2004. SECOND: That it owns 100% of the outstanding shares of the capital stock of Darwin Resources Corp., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware (hereinafter referred to as "Darwin-DE"), on the 21st day of November, 2005. THIRD: That its Board of Directors by Unanimous Written Consent dated the 21st day of November, 2005, determined to merge the corporation into said Darwin-DE , and did adopt the following resolutions: RESOLVED, that this corporation, Darwin Resources Corp., merges itself into Darwin-DE, which corporation Darwin-DE, assumes all of the obligations of Darwin Resources Corp.  FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon completion of the merger, the holders of the common stock of Darwin resources Corp. shall receive ###-###-#### shares of the common stock of Darwin-DE in exchange for each share of common stock of Darwin Resources Corp. and shall have no further claims of any kind or nature; and all of the common stock of Darwin-DE held by Darwin Resources Corp. shall be surrendered and canceled. FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, Darwin Resources Corp., by written consent in lieu of a meeting of the stockholders. FIFTH: That the name of the surviving corporation shall be: DARWIN RESOURCES CORP. IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 21st day of November, 2005. By: /s/ Robert Ferguson ----------------------------------------- Authorized Officer Name: Robert Ferguson ----------------------------------------- Print or Type Title: President and Chief Financial Officer