EX-2
from 8-K
~5
pages
Certificate of Ownership and Merger of High Desert Merger Sub Inc. (A Delaware Corporation) Into High Desert Mineral Resources, Inc. (A Delaware Corporation) (Pursuant to Section 253 of the Delaware General Corporation Law) High Desert Merger Sub Inc. a Delaware Corporation (The "Parent Corporation"), Does Hereby Certify: 1. the Parent Corporation Is a Corporation of the State of Delaware. 2. the Parent Corporation Owns More Than 90% of the Outstanding Shares of All Outstanding Classes of Stock of High Desert Mineral Resources, Inc., a Delaware Corporation (The "Company"). 3. on December 7, 2002, by an Action by Unanimous Written Consent in Accordance With Section 141(f) of the Delaware General Corporation Law, the Board of Directors of the Parent Corporation Adopted the Following Resolutions
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EX-2
from 8-K
~5
pages
1. This Agreement Relates to the Purchase by the Purchaser of 500,000 Shares of the Company's Common Stock, $0.01 Par Value Per Share (The "Shares"), for an Aggregate Purchase Price of $7,250,000 (The "Total Purchase Price"), Which Purchase Is Being Settled by the Parties on the Second (2nd) Business Day From the Date Hereof (The "Settlement Date"). 2. the Company Is a Corporation Duly Incorporated, Validly Existing and in Good Standing Under the Laws of Delaware. the Company Has the Requisite Corporate Power and Authority to Enter Into and Perform This Agreement and to Issue and Sell the Shares in Accordance With the Terms Hereof. the Execution, Delivery and Performance of This Agreement by the Company and the Consummation by It of the Transactions Contemplated Hereby Have Been Duly and Validly Authorized by All Necessary Corporate Action. a Copy of the Duly Executed Resolutions of the Board of Directors of the Company Is Attached Hereto as Exhibit "B". This Agreement Has Been Duly Executed and Delivered on Behalf of the Company by a Duly Authorized Officer. This Agreement Constitutes, or Shall Constitute When Executed and Delivered, a Valid and Binding Obligation of the Company Enforceable Against the Company in Accordance With Its Terms 3. the Shares to Be Issued Under This Agreement Have Been Duly Authorized by All Necessary Corporate Action And, When Paid for or Issued in Accordance With the Terms Hereof, the Shares Shall Be Validly Issued and Outstanding, Fully Paid and Nonassessable, and the Purchaser Shall Be Entitled to All Rights Accorded to a Holder of Company's Common Stock. 4. the Company Represents and Warrants That (A) the Shares Issued by the Company to the Purchaser Have Been Registered Under the Securities Act of 1933, as Amended (The "Securities
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