Articles of Share Exchange between New Frontier Energy, Inc. and Wyoming Oil & Minerals, Inc.

Summary

New Frontier Energy, Inc., a Colorado corporation, and Wyoming Oil & Minerals, Inc., a Wyoming corporation, have agreed to a share exchange. Wyoming Oil & Minerals will acquire all 8,556,923 shares of New Frontier Energy by issuing an equal number of its own shares to New Frontier shareholders, on a one-for-one basis. The agreement was approved by the boards and shareholders of New Frontier, and by the board of Wyoming Oil & Minerals. The exchange is effective immediately, and Wyoming Oil & Minerals will be the surviving entity.

EX-2.3 PLAN OF ACQUI 3 wyog8kaexhibitshare.txt ARTICLES OF SHARE EXCHANGE EXHIBIT 2.3 ARTICLES OF SHARE EXCHANGE of NEW FRONTIER ENERGY, INC., (a Colorado corporation) with WYOMING OIL & MINERALS, INC. (a Wyoming corporation) Pursuant to the provisions of the Colorado Business Corporation Act and the Wyoming Business Corporation Act, the undersigned corporations hereby adopt the following Articles of Share Exchange: FIRST: The corporations which are parties to these Articles of Share Exchange are NEW FRONTIER ENERGY, INC. ("NEW FRONTIER"), a Colorado corporation, and WYOMING OIL & MINERALS, INC. ("WYOG"), a Wyoming corporation, and each of said corporations agrees to have the common stock of NEW FRONTIER acquired by WYOG in a share exchange as provided by these Articles of Share Exchange. SECOND: The Plan of Share Exchange is provided in the Agreement for Share Exchange and Plan of Reorganization between WYOG and NEW FRONTIER dated January 11, 2002, attached hereto as Exhibit "A" and incorporated by reference herein, whereby WYOG shall acquire 8,556,923 shares of common stock of NEW FRONTIER in exchange for the issuance of 8,556,923 shares of common stock of WYOG, and each NEW FRONTIER shareholder shall each receive one share of common stock of WYOG in exchange for each one share of common stock of NEW FRONTIER held in their name. THIRD: Shareholder approval was required by NEW FRONTIER. FOURTH: The board of directors of NEW FRONTIER, by unanimous written consent in lieu of meeting, approved the Plan of Share Exchange on January 11, 2002, and a sufficient number of shareholders of NEW FRONTIER approved the Plan of Share Exchange at a Special Shareholders' Meeting on February 6, 2002. At the Special Shareholders' Meeting, 8,556,923 shares of common stock of NEW FRONTIER were issued and outstanding, each share entitled to one vote on approval of the Plan of Share Exchange. 8,302,167 votes were cast for approval of the Plan of Share Exchange, 0 votes were cast against approval of the Plan of Share Exchange, and 0 votes abstained. FIFTH: Shareholder approval was not required by the shareholders of WYOG. SIXTH: The board of directors of WYOG, by a Special Meeting of the Board of Directors, approved the Plan of Share Exchange on January 8, 2002. SEVENTH: The principal address of WYOG following the Share Exchange shall be: Wyoming Oil & Minerals, Inc. 5525 Erindale Dr., Suite 201 Colorado Springs 80918 EIGHTH: That the Share Exchange shall take effect immediately. IN WITNESS WHEREOF, each of the undersigned corporations has caused these Articles of Share Exchange to be executed on its behalf as of February 6, 2002. NEW FRONTIER ENERGY, INC. WYOMING OIL & MINERALS, INC. By: /s/ Jubal S. Terry By: /s/ Michael Herman ---------------------------- -------------------------------- Jubal S. Terry, President Michael Herman, Chairman and CEO