UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 3, 2006

UREX ENERGY CORP.

(formerly Lakefield Ventures Inc.)  

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-501191

(Commission File Number)

98-0219157

(IRS Employer Identification No.)

10580 N. McCarran Blvd, Building 115-208 Reno, Nevada 89503

(Address of principal executive offices and Zip Code)

775.747.0667

Registrant's telephone number, including area code

Lakefield Ventures Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective July 3, 2006, we completed a merger with our subsidiary, Urex Energy Corp. As a result, we have changed our name from “Lakefield Ventures Inc.” to “Urex Energy Corp.” We changed the name of our company to better reflect the direction and business of our company.

In addition, effective July 3, 2006 we have effected a two (2) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has increased from 150,000,000 shares of common stock with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001 to 300,000,000

 

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- 2 -

 

 

shares of common stock with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001. Our issued and outstanding share capital has increased from 47,212,800 shares of common stock to 94,425,600 shares of common stock.

Item 7.01.

Regulation FD Disclosure

The name change and forward stock split became effective with NASDAQ’s Over-the-Counter Bulletin Board at the opening for trading on July 3, 2006 under the new stock symbol “URXE”. Our new CUSIP number is 917248 10 6.

Item 9.01.

Financial Statements and Exhibits.

99.1         Articles of Merger filed with the Secretary of State of Nevada on June 8, 2006 and which is effective June 21, 2006.

99.2        Certificate of Change filed with the Secretary of State of Nevada on June 8, 2006 and which is effective June 21, 2006.

99.3        Certificate of Correction filed with the Secretary of State of Nevada on June 23, 2006 with respect to the Certificate of Change.

99.4        Certificate of Correction filed with the Secretary of State of Nevada on June 26, 2006 with respect to the Articles of Merger.

99.5

News Release dated July 5, 2006.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UREX ENERGY CORP.

 

/s/ Richard Bachman

 

By: Richard Bachman

Director

Date: July 5, 2006

 

 

D/ljm/874612.1

 

 

 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

SUBMIT IN DUPLICATE

 

1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box o and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.

 

Urex Energy Corp.

 

Name of merging entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

Lakefield Ventures Inc.

 

Name of merging entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

 

 

Name of merging entity

 

 

 

 

Jurisdiction

 

Entity type *

 

 

 

Name of merging entity

 

 

 

 

Jurisdiction

 

Entity type *

 

and,

 

Lakefield Ventures Inc.

 

Name of surviving entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

2)

Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

 

Attn:

 

 

c/o:

 

 

 

 

 

3)

(Choose one)

 

Ý

The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).

 

 

o

The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)

 

4)

Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box o and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity):

 

 

(a)

Owner’s approval was not required from

 

 

 

Urex Energy Corp.

 

 

Name of merging entity, if applicable

 

 

Lakefield Ventures Inc.

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

Lakefield Ventures Inc.

 

 

Name of surviving entity, if applicable

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

 

(b)

The plan was approved by the required consent of the owners of *;

 

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable

 

 

 

 

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

 

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

 

(c)

Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

 

 

 

 

The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.

 

 

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable

 

 

 

 

 

 

 

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

5)

Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:

 

Article One of the Articles of Incorporation of Lakefield Ventures Inc. is hereby amended to change the name of Lakefield Ventures Inc. to Urex Energy Corp.

 

6)

Location of Plan of Merger (check a or b):

 

Ý

(a) The entire plan of merger is attached;

 

 

or,

 

o

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

 

7)

Effective date (optional)**:

June 21, 2006

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

8)

Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 

(if there are more than four merging entities, check box o and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):

 

Urex Energy Corp.

Name of merging entity

 

 

/s/ Richard Bachman

 

Director

 

 

Signature

 

Title

 

Date

 

Lakefield Ventures Inc.

Name of merging entity

 

 

/s/ Richard Bachman

 

President and Director

 

 

Signature

 

Title

 

Date

 

 

 

Name of merging entity

 

 

 

 

 

 

Signature

 

Title

 

Date

 

 

Name of merging entity

 

 

 

 

 

 

 

Signature

 

Title

 

Date

 

Lakefield Ventures Inc.

Name of surviving entity

 

 

/s/ Richard Bachman

 

President and Director

 

 

Signature

 

Title

 

Date

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

 

IMPORTANT : Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 

 

 

D/ljm/860683.1

 

 

 

Exhibit A to Articles of Merger

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of June 8, 2006.

BETWEEN:

UREX ENERGY CORP. , a Nevada corporation, having its office at 10580 N. McCarran Blvd., Suite 115-208, Reno, Nevada 89503

(“ Urex ”)

AND:

LAKEFIELD VENTURES INC., a Nevada corporation, having its office at 104-1015 Columbia Street, Suite 811, New Westminster, British Columbia V3M 6V3

(“ Lakefield ”)

WHEREAS:

A.

Urex is the wholly-owned subsidiary of Lakefield;

B.

The boards of directors of Urex and Lakefield deem it advisable and in the best interests of their respective companies and shareholders that Urex be merged with and into Lakefield, with Lakefield remaining as the surviving corporation under the name “Urex Energy Corp.”

C.

The board of directors of Urex has approved the plan of merger embodied in this Agreement; and

D.

The board of directors of Lakefield has approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1.

THE MERGER

1.1

The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Urex shall be merged with and into Lakefield in accordance with the applicable laws of the State of Nevada (the “ Merger ”). The separate existence of Urex shall cease, and Lakefield shall be the surviving corporation under the name “Urex Energy Corp.” (the “ Surviving Corporation ”) and shall be governed by the laws of the State of Nevada.

1.2

Effective Date

The Merger shall become effective on the date and at the time (the “ Effective Date ”) that:

 

D/ljm/860681.1

 


- 2 –

 

 

 

(a)

the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

 

(b)

after satisfaction of the requirements of the laws of the State of Nevada.

1.3

Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Lakefield, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Lakefield, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Urex Energy Corp.”.

1.4

Bylaws

On the Effective Date, the Bylaws of Lakefield, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

1.5

Directors and Officers

The directors and officers of Lakefield immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2.

CONVERSION OF SHARES

2.1

Common Stock of Urex

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Urex, par value of $0.001 per share, outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “ Survivor Stock ”).

2.2

Exchange of Certificates

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3.

EFFECT OF THE MERGER

3.1

Rights, Privileges, etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Urex and Lakefield; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Urex and Lakefield on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Urex or Lakefield, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Urex and Lakefield shall be preserved unimpaired, and all liens upon the property of Urex or Lakefield shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving

 

D/ljm/860681.1

 


- 3 –

 

Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2

FURTHER ASSURANCES

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Urex such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Urex and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Urex or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4.

GENERAL

4.1

Abandonment

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Urex or Lakefield or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Urex and Lakefield.

4.2

Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Urex and Lakefield.

4.3

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

4.4

Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5

Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

UREX ENERGY CORP.

 

 

Per:

/s/ Richard Bachman

 

 

Authorized Signatory


LAKEFIELD VENTURES INC.

 

 

 


Per:

/s/ Richard Bachman

 

Authorized Signatory

 

 

 

D/ljm/860681.1

 

APPENDIX A TO AGREEMENT AND PLAN OF MERGER

 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

SUBMIT IN DUPLICATE

 

1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box o and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.

 

Urex Energy Corp.

 

Name of merging entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

Lakefield Ventures Inc.

 

Name of merging entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

 

 

Name of merging entity

 

 

 

 

Jurisdiction

 

Entity type *

 

 

 

Name of merging entity

 

 

 

 

Jurisdiction

 

Entity type *

 

and,

 

Lakefield Ventures Inc.

 

Name of surviving entity

 

Nevada

 

Corporation

Jurisdiction

 

Entity type *

 

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

2)

Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

 

Attn:

 

 

c/o:

 

 

 

 

 

3)

(Choose one)

 

Ý

The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).

 

 

o

The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)

 

4)

Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box o and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity):

 

 

(a)

Owner’s approval was not required from

 

 

 

Urex Energy Corp.

 

 

Name of merging entity, if applicable

 

 

Lakefield Ventures Inc.

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

Lakefield Ventures Inc.

 

 

Name of surviving entity, if applicable

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

 

(b)

The plan was approved by the required consent of the owners of *;

 

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable

 

 

 

 

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

 

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

 

(c)

Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

 

 

 

 

The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.

 

 

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

 

 

 

 

 

Name of merging entity, if applicable

and, or;

 

 

 

 

 

Name of surviving entity, if applicable

 

 

 

 

 

 

 

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

5)

Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:

 

Article One of the Articles of Incorporation of Lakefield Ventures Inc. is hereby amended to change the name of Lakefield Ventures Inc. to Urex Energy Corp.

 

6)

Location of Plan of Merger (check a or b):

 

Ý

(a) The entire plan of merger is attached;

 

 

or,

 

o

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

 

7)

Effective date (optional)**:

June 21, 2006

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

 

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 


DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 

 

Important: Read attached instructions before completing form.

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

8)

Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 

(if there are more than four merging entities, check box o and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):

 

Urex Energy Corp.

Name of merging entity

 

 

/s/ Richard Bachman

 

Director

 

 

Signature

 

Title

 

Date

 

Lakefield Ventures Inc.

Name of merging entity

 

 

/s/ Richard Bachman

 

President and Director

 

 

Signature

 

Title

 

Date

 

 

 

Name of merging entity

 

 

 

 

 

 

Signature

 

Title

 

Date

 

 

Name of merging entity

 

 

 

 

 

 

 

Signature

 

Title

 

Date

 

Lakefield Ventures Inc.

Name of surviving entity

 

 

/s/ Richard Bachman

 

President and Director

 

 

Signature

 

Title

 

Date

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

 

IMPORTANT : Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03

 

 

D/ljm/860683.1

 


 

 

 

 

D/ljm/860683.1

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 88701-4299
(775) 684 5706
Website: secretaryofstate.biz

FILED # C3046-2002
6/8/2006 3:45:50 PM
IN THE OFFICE OF
DEAN HELLER, SECRETARY OF STATE

Certificate of Change Pursuant
to NRS 78.209

 

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1. Name of corporation:

LAKEFIELD VENTURES INC.

2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

150,000,000 shares with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

300,000,000 shares with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The corporation shall issue two (2) shares of common stock for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the forward stock split.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

No fractional shares shall be issued

7. Effective date of filing (optional): June 21, 2006

8. Officer Signature:

/s/ Richard Bachman
Signature

PRESIDENT
Title

 

 


 

- 2 -

 

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 88701-4299
(775) 684 5706
Website: secretaryofstate.biz

Entity # C3046-2002
Document Number:
20060400666-60
Date Filed:
6/23/2006 9:50:58 AM
IN THE OFFICE OF
DEAN HELLER, SECRETARY OF STATE

Certificate of Correction
(Pursuant to NRS 78.78A, 80, 81,
82, 84, 86, 87, 88A, 89 and 92A)

 

Certificate of Correction

Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A

 

1.

The name of the entity for which correction is being made:

Lakefield Ventures Inc.

 

2.

Description of the original document for which correction is being made:

Certificate of Change

 

3.

Filing date of the original document for which correction is being made: June 8, 2006

 

4.

Description of the inaccuracy or defect

Effective Date of Filing: 06/21/2006

 

5.

Correction of the inaccuracy or defect

Effective Date of Filing: 07/03/2006

6. Signature

/s/ Richard Bachman                

Authorized Signature

President

Title

6/22/06

Date

*If entity is a Corporation, it must be signed by an Officer if stock has been issued, OR and Incorporator or Director if stock has not been issued; a Limited-Liability Company, by a manager or managing members; a Limited Partnership or Limited Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership by a Managing Partner; a Business Trust by a Trustee.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 88701-4299
(775) 684 5706
Website: secretaryofstate.biz

Entity # C3046-2002
Document Number:
20060403695-75
Date Filed:
6/26/2006 10:20:56 AM
IN THE OFFICE OF
DEAN HELLER, SECRETARY OF STATE

Certificate of Correction
(Pursuant to NRS 78.78A, 80, 81,
82, 84, 86, 87, 88A, 89 and 92A)

 

Certificate of Correction

Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A

 

1.

The name of the entity for which correction is being made:

Lakefield Ventures Inc.

 

2.

Description of the original document for which correction is being made:

Articles of Merger

 

3.

Filing date of the original document for which correction is being made: June 8, 2006

 

4.

Description of the inaccuracy or defect

Effective Date of Filing: 06/21/2006

 

5.

Correction of the inaccuracy or defect

Effective Date of Filing: 07/03/2006

6. Signature

/s/ Richard Bachman                

Authorized Signature

President

Title

6/22/06

Date

*If entity is a Corporation, it must be signed by an Officer if stock has been issued, OR and Incorporator or Director if stock has not been issued; a Limited-Liability Company, by a manager or managing members; a Limited Partnership or Limited Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership by a Managing Partner; a Business Trust by a Trustee.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

 

 

Urex Energy Corp.

(formerly Lakefield Ventures Inc.)

10580 N. McCarran Blvd.

Building 115-208

Reno, NV 89503

Telephone: 775-747-0667

 

________________________________________________________________________________________________________

Symbol: URXE - OTCBB

News Release

 

NAME CHANGE AND FORWARD STOCK SPLIT

 

July 5, 2006

 

Reno, Nevada – Urex Energy Corp. (OTCBB:URXE (the “Company”) (formerly Lakefield Ventures Inc.) is pleased to announce that it has changed its name to Urex Energy Corp. effective July 3, 2006.

 

In addition, effective July 3, 2006, the Company has effected a two (2) for one (1) forward stock split of its authorized, issued and outstanding common stock. As a result, its authorized capital has increased from 150,000,000 shares of common stock with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001 to 300,000,000 shares of common stock with a par value of $0.001 and 10,000,000 preferred stock with a par value of $0.001. The Company’s issued and outstanding share capital has increased from 47,212,800 shares of common stock to 94,425,600 shares of common stock.

 

The name change and forward stock split became effective with NASDAQ’s Over-the-Counter Bulletin Board at the opening for trading on July 3, 2006 under the new stock symbol “URXE”. The Company’s new CUSIP number is 917248 10 6.

 

On behalf of the Board of Directors,

 

Urex Energy Corp.

 

Richard Bachman

Director

 

For more information contact:

Richard Bachman

Tel: 775-747-0667