EX1A-2A CHARTER 9 newfrontier_ex0207.htm STATEMENT OF MERGER (FILED 3/18/2005)

Exhibit 2.7

 

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STATEMENT OF MERGER

OF

NEW FRONTIER ENERGY, INC.

AND

SKYLINE RESOURCES, INC.

 

 

 

The undersigned officers of the Surviving Corporation and the Disappearing Corporation, parties to an Agreement and Plan of Merger, submit the following Statement of Merger pursuant to the provisions of Section 7-111-104 of the Colorado Revised Statutes, as amended.

 

 

ARTICLE I

 

Names of Constituent Corporations

 

The name and state of incorporation of each constituent corporation is:

 

1.              Skyline Resources, Inc., a Colorado corporation, located at 11900 West 44th Street, Suite 250, Westminster Colorado 80033 (the "Disappearing Corporation"); and

 

2.              New Frontier Energy, Inc., a Colorado Corporation, located at 5632 S. Spotswood Street, Littleton, CO 80120 (the "Surviving Corporation").

 

ARTICLE II

 

Plan of Merger

 

The Agreement and Plan of Merger is attached hereto as Exhibit A.

 

ARTICLE III

 

Shareholder Approval of Plan of Merger

 

Pursuant to Colorado Revised Statute Section 7-111-104(3), approval of the Agreement and Plan of Merger by the respective shareholders of the Disappearing Corporation and the Surviving Corporation was not required.

 

ARTICLE IV

 

Principal Address of Surviving Corporation

 

The principal business address of the Surviving Corporation is 5632 S. Spotswood Street, Littleton, CO 80120.

 

 

 

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IN WITNESS WHEREOF, the undersigned President of the Surviving Corporation and the Secretary of the Disappearing Corporation have executed these Articles of Merger and verify that the statements contained herein are true and complete and are the act and deed of the constituent corporations this the 28th day of February, 2005.

 

 

 

  New Frontier Energy, Inc., a Colorado corporation
  (the Surviving Corporation)
   
   
  /s/ Paul G. Laird
  Paul G. Laird, President
   
   
   
  Skyline Resources, Inc., a Colorado corporation
  (The Disappearing Corporation)
   
   
   
  /s/ Les Bates
  Les Bates Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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NEW FRONTIER ENERGY, INC.

AND

SKYLINE RESOURCES, INC.

 

AGREEMENT AND PLAN OF MERGER

 

 

THIS AGREEMENT AND PLAN OF MERGER ("Plan" or "Merger Agreement") effective as of February 28, 2005, between Skyline Resources, Inc., a Colorado corporation ("Skyline"), and New Frontier Energy, Inc., a Colorado corporation ("New Frontier") are hereinafter collectively referred to as the "Constituent Corporations."

 

WI TN E S S ETH:

 

WHEREAS, Skyline Resources, Inc. is a corporation duly organized and existing under the laws of the State of Colorado, with 1 share of common stock, $0.001 par value ("Colorado Stock"), issued and outstanding, which is owned by New Frontier Energy, Inc.; and

 

WHEREAS, New Frontier Energy, Inc. is a corporation duly organized and existing under the laws of the State of Colorado, having filed its Articles of Incorporation in the office of the Secretary of State of Colorado on January 7, 2000, and currently having an authorized capital stock of (i) 50,000,000 shares of common stock, $0.001 par value ("Common"), 25,000,000 shares of preferred stock ("Preferred") of which 3,254,451 shares of common are issued and outstanding, 50,000 shares of Series A Preferred are issued and outstanding, 32,175 shares of Series B Preferred are issued and outstanding; and

 

WHEREAS, the respective Boards of Directors of the Constituent Corporations deem it advisable and in the best interests of the Constituent Corporations and their shareholders that Skyline be merged with and into New Frontier, which shall be the surviving corporation, as authorized by the statutes of the State of Colorado and pursuant to the terms and conditions hereinafter set forth herein, and each such Board of Directors of the Constituent Corporations have duly approved this Agreement and Plan of Merger; and

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for the purpose of setting forth the terms of the merger (the "Merger") provided by this Merger Agreement, the mode of carrying the same into effect and such other details and provisions as are deemed necessary or desirable, the parties hereto have agreed and do hereby agree, subject to the conditions hereinafter set forth, as follows:

 

ARTICLE I

 

THE MERGER

 

SECTION 1.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Colorado law, at the Effective Time (as defined in Section 1.02), Skyline shall be merged with and into New Frontier. As a result of the Merger, the separate corporate existence of Skyline shall cease and New Frontier shall continue as the surviving corporation in the Merger (the "Surviving Corporation"). The name of the Surviving Corporation shall remain "New Frontier Energy, Inc."

 

SECTION 1.02. Effective Time. The parties hereto shall cause the Merger to be consummated by filing of statement of merger (the "Statement of Merger") with the Secretary of State of the State of Colorado, in such form as required by, and executed in accordance with the relevant provisions of Colorado Law. The Merger shall be effective as of February 28, 2005 and upon the filing of the Statement of Merger with the Secretary of State of the State of Colorado (the "Effective Time").

 

SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions ·of Colorado Law. Without· limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Skyline and New Frontier shall vest in the Surviving Corporation, and all debts, liabilities and duties of Skyline and New Frontier shall become the debts, liabilities and duties of the Surviving Corporation.

 

 

 

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SECTION 1.04. Articles of Incorporation: Bylaws. At the Effective Time, the Articles of Incorporation and the Bylaws of New Frontier, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation.

 

SECTION 1.05. Directors and Officers. The directors of New Frontier immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of New Frontier immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

 

ARTICLE II

 

CANCELLATION OF SECURITIES

 

SECTION 2.01. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Skyline and New Frontier the single share of Skyline that is issued and outstanding, which is 100% owned by New Frontier, shall be canceled.

 

SECTION 2.02. Stock Transfer Books. At the Effective Time, the stock transfer books of Skyline shall be closed and there shall be no further registration of transfers of shares of Skyline's Stock thereafter on the records of Skyline.

 

ARTICLE III

 

Approval and Effective Time of the Merger

 

The Merger shall become effective as of February 28, 2005 and upon the filing of the Statement of Merger in Colorado.

 

ARTICLE IV

 

Miscellaneous Provisions

 

(a)            For the convenience of the parties, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument.

 

(b)            It is the intention of the parties that the laws of the State of Colorado shall govern the enforceability and validity of this Merger Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

 

(c) This Merger Agreement may not be altered or amended except pursuant to an jnstrument in writing signed on behalf of the parties hereto.

 

 

 

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IN WITNESS WHEREOF, Skyline Resources, Inc. has caused this Merger Agreement to be signed by its Secretary pursuant to authorization contained in a resolution adopted by its Board of Directors approving this Merger Agreement, and New Frontier Energy, Inc. has caused this Merger Agreement to be signed by its President pursuant to authorization contained in a resolution adopted by its Board of Directors approving this Merger Agreement, all on the date first above written.

 

 

 

  New Frontier Energy, Inc., a Colorado corporation
   
   
  /s/ Paul G. Laird
  Paul G. Laird, President
   
   
   
  Skyline Resources, Inc., a Colorado corporation
   
   
   
  /s/ Les Bates
  Les Bates Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

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