Exhibit 2
Filed
Secretary of State
April 11, 2005
State of Washington
04/11/2005 601113
$40.00 Check #2833
Tracking ID: 887159
Doc. No: 601113-001
ARTICLES AND CERTIFICATE OF MERGER
OF
ORO PLATA RESOURCES, INC., a Nevada corporation
INTO
ORO PLATA RESOURCES, INC., a Washington corporation, as Survivor
The undersigned, being a duly elected officer of the above referenced
corporations, does hereby file these Articles and Certificate of Merger, and
does declare under oath that the following information is filed with the
Secretary of State of the State of Nevada, pursuant to applicable sections of
the Nevada Revised Statutes, as amended, certifying that the corporations did
agree to merge, and the boards of directors and shareholders of the respective
corporations did approve such merger, as follows:
ONE: The names of the merging corporations are ORO PLATA RESOURCES, INC
("ORO"), a Nevada corporation, merging into ORO PLATA RESOURCES, INC. ("PLATA"),
a Washington corporation, with PLATA being the surviving corporation.
TWO: A Plan of Merger has been adopted by the respective boards of
directors and shareholders of the corporations.
A complete and true copy of the duly executed Plan of Merger is on file at
the surviving corporation's principal place of business, being also its
registered office; a copy of such Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of the
constituent corporations.
THREE: ORO does, from and after this date, continue to exist as a separate
corporate entity, which will be a wholly owned subsidiary of PLATA.
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FOUR: At the time of the merger, a majority of the holders of the
outstanding common stock of the respective corporations did by their written
consent approve of the merger.
FIVE: The articles of incorporation, as amended, of the surviving
corporation, as currently on file and a matter of record with the Washington
Secretary of State, shall be the articles of incorporation of the companies as
merged.
IN WITNESS WHEREOF, the above named officer has executed the foregoing
Articles and Certificate of Merger on this the 9th day of March 2005.
By: /s/ Floyd Robertson
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Floyd Robertson
President
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