Extract to table

0% of the outstanding Shares) satisfies the requirement set forth in Section 253(a) of the DGCL that, in order to effect a short-form merger, the parent corporation must own at least 90% of the outstanding shares of each class of the stock of the subsidiary corporation entitled to vote on such merger

No delayed effective time or future effective date is specified herein; accordingly, the Merger shall be effective upon filing

shall be merged with and into Torchlight Mining Corp

as a corporation organized under the laws of the State of Delaware shall cease; (b) Torchlight Mining Corp

shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue its corporate existence under the laws of the Province of British Columbia, Canada, and as a foreign corporation authorized to transact business in the State of Delaware, unaffected and unimpaired by the Merger; and (c) The Merger shall have all of the effects provided under Section 259 of the DGCL, and such other effects as are provided by applicable law

(each, a "Minority Share") shall be converted into the right to receive Two Dollars and Fifty Cents ($2