Certificate of Ownership and Merger of Northern Way Resources, Inc. (Nevada) into Northern Way Resources, Inc. (Delaware)
Northern Way Resources, Inc., a Nevada corporation, is merging into its wholly owned subsidiary, Northern Way Resources, Inc., a Delaware corporation. The merger was approved by the board of directors and a majority of shareholders. After the merger, shareholders will receive one share in the Delaware corporation for each share they held in the Nevada corporation, and the Delaware entity will assume all obligations. The surviving corporation will be renamed Neurotech Pharmaceuticals, Inc.
Exhibit 2.2
STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP
AND MERGER
Section 253B Parent into Subsidiary
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NORTHERN WAY RESOURCES, INC., a Nevada Corporation
INTO
NORTHERN WAY RESOURCES, INC., a Delaware Corporation
Northern Way Resources, Inc., 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 1st day of February, 2005.
SECOND: That it owns 100% of the outstanding shares of the capital stock of Northern Way Resources, Inc., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware (hereinafter referred to as Northern-DE), on the 12th day of January, 2006.
THIRD: That its Board of Directors by Unanimous Written Consent dated the 12th day of January, 2006, determined to merge the corporation into said Northern-DE , and did adopt the following resolutions:
RESOLVED, that this corporation, Northern Way Resources, Inc., merges itself into Northern-DE, which corporation Northern-DE, assumes all of the obligations of Northern Way Resources, Inc.
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 Northern Way Resources, Inc. shall receive one (1) share of the common stock of Northern-DE in exchange for each share of common stock of Northern Way Resources, Inc. and shall have no further claims of any kind or nature; and all of the common stock of Northern-DE held by Northern Way Resources, Inc. 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, Northern Way Resources, Inc., by written consent in lieu of a meeting of the stockholders.
FIFTH: That the name of the surviving corporation shall be Northern Way Reswources, Inc., which shall be amended to Neurotech Pharmaceuticals, Inc.
IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 12th day of January, 2006.
| By: | /s/ Keith Andrews |
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| Authorized Officer |
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| Name: | Keith Andrews |
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| Title: | President and Chief Executive Officer |
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