Articles of Merger and Agreement and Plan of Merger between Victoria Exploration, Inc. and Kestrel Energy, Inc.

Summary

Victoria Exploration, Inc. and Kestrel Energy, Inc., both Colorado corporations, have agreed to merge, with Kestrel Energy, Inc. as the surviving entity. Kestrel owns all shares of Victoria, so no shareholder approval was required. Upon filing with the Colorado Secretary of State, Victoria will cease to exist, and Kestrel will assume all of Victoria’s assets, rights, and liabilities. The merger is effective upon this filing, and Victoria’s shares held by Kestrel will be cancelled.

EX-10.6 3 ke10k106.txt EXHIBIT 10.6 ARTICLES OF MERGER OF VICTORIA EXPLORATION, INC. INTO KESTREL ENERGY, INC. The undersigned corporations, pursuant to Section 7-111-104 of the Colorado Revised Statutes, hereby execute the following Articles of Merger: ARTICLE ONE The names of the corporations proposing to merge and the names of the states under the laws of which such corporations are organized are as follows: Name of Corporation State of Incorporation Victoria Exploration, Inc. Colorado Kestrel Energy, Inc. Colorado ARTICLE TWO The Agreement and Plan of Merger under which the corporations propose to merge is attached hereto as Exhibit A. ARTICLE THREE The surviving corporation shall be Kestrel Energy, Inc. ("Kestrel"). ARTICLE FOUR The Articles of Incorporation of Kestrel shall be the Articles of Incorporation of the surviving corporation. ARTICLE FIVE Kestrel, the surviving corporation, owns all of the outstanding shares of Victoria Exploration, Inc. and approval by the shareholders of Kestrel was not required. ARTICLE SIX The Effective Date of the merger is upon the filing of these Articles of Merger with the Secretary of State of the State of Colorado which complies with Section 7-111-104(5) of the Colorado Revised Statutes. IN WITNESS WHEREOF each of the undersigned corporations has caused these Articles of Merger to be executed in its name on this 22nd day of June, 2001. VICTORIA EXPLORATION, INC. By:/s/ Timothy L. Hoope Timothy L. Hoops, President KESTREL ENERGY, INC. By:/s/ Timothy L. Hoops Timothy L. Hoops, President AGREEMENT AND PLAN OF MERGER The parties to be merged are Kestrel Energy, Inc., a Colorado corporation (the "Company") as the surviving corporation, and Victoria Exploration, Inc., a Colorado corporation ("Victoria"). RECITALS 1. The total number of shares which the Company is authorized to issue is 20,000,000 shares of no par value common stock of which 7,680,000 are issued and outstanding, and 1,000,000 shares of preferred stock, $1.00 par value, of which no shares are outstanding. 2. The total number of shares which Victoria is authorized to issue is 100,000 shares of no par value common stock of which 100 shares are issued and outstanding and held by the Company. 3. On June 12, 2001, the Board of Directors of the Company and of Victoria approved the proposed merger by unanimous signed consent to corporate action SECTION I EFFECTIVE DATE The effective date of the merger is upon the filing of the Articles of Merger with the Secretary of State of the State of Colorado (the "Effective Date"). SECTION II TERMS AND CONDITIONS On the Effective Date, the separate existence of Victoria shall cease and the Company shall succeed to all the rights, privileges, immunities, and franchises, and all the property, real, personal, and mixed, of Victoria, without the separate transfer of the foregoing to the Company. The Company shall thereafter be responsible and liable for all liabilities and obligations of Victoria and neither the rights of creditors nor any liens on the property of Victoria shall be impaired by the merger. SECTION III SURRENDER OF SHARES Upon and following the Effective Date, the certificate representing the shares of Victoria held by the Company shall be surrendered and cancelled. EXECUTED on behalf of Kestrel Energy, Inc. and Victoria Exploration, Inc. pursuant to the authorization of their respective Board of Directors on this 22nd day of June, 2001. KESTREL ENERGY, INC. /s/Timothy L. Hoops Timothy L. Hoops, President VICTORIA EXPLORATION, INC. /s/Timothy L. Hoops Timothy L. Hoops, President