**Exhibit4(a)**

 

MERGERAGREEMENT ENTERED INTO BY AND BETWEEN MINERA MEXICO, S.A. DE C.V., AS THEMERGING CORPORATION, HEREINAFTER REFERRED TO AS THE MERGING CORPORATION,REPRESENTED BY LETICIA HURTADO CAMARENA AND GRUPO MINERO MEXICO, S.A. DE C.V.AS THE MERGED CORPORATION, HEREINAFTER REFERRED TO AS THE MERGED CORPORATION,REPRESENTED BY ALFREDO GUTIÉRREZ QUIROZ, ACCORDING TO THE FOLLOWINGREPRESENTATIONS AND CLAUSES:

 

**REPRESENTATIONS**

 

# **I.**                                         OF THE MERGINGCORPORATION:

 

Thatits General Extraordinary Shareholders’ Meeting dated May 28, 2003,approved the merger of the Merged Corporation into the Merging Corporation.

 

# **II.**                                     OF THE MERGEDCORPORATION:

 

Thatits General Extraordinary Shareholders’ Meeting dated May 28, 2003,approved the merger of the Merged Corporation into the Merging Corporation.

 

Nowtherefore, the parties agree on the following:

 

**CLAUSES**

 

## **FIRST. **The Merging Corporation and the MergedCorporation hereby agree to merge in the terms and conditions contained herein.

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## **SECOND. **As a result of the agreed merger, the MergingCorporation shall subsist and the Merged Corporation shall extinguish.

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## **THIRD. **The amounts that shall serve as the basis forthe merger shall be those appearing in their respective balances as of May 15,2003.

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## **FOURTH. **As the Merging Corporation is the party thatshall survive, it shall become the universal successor of the MergedCorporation. As of the date the merger is effective, the Merging Corporationshall subrogate in all the rights, actions and obligations of the Merged Corporationand shall replace the Merged Corporation in all its responsibilities, rightsand obligations, arising from any agreements, covenants, loans, licenses,permits, concessions and, in general, arising form all the acts and operationscarried out by the Merged Corporation or in which the Merged Corporation hasparticipated, assuming all rights and obligations relating thereto pursuant tolaw.

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## **FIFTH. **As a result of the merger, the MergingCorporation shall universally acquire all the patrimony of the, MergedCorporation.

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Withinsuch patrimony, by way of example but not limited to, are the following assets:

 

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### 1.               Plot of landlocated in block 22, Colonia Industrial, Municipality of Cananea, State ofSonora, with a surface of 6,097.27 m2 (six thousand ninety seven square metersand twenty seven square centimeters) with the following measurements andlimits: to the north, at ninety two meters eighty seven millimeters with landof the municipal airport; to the South, at ninety meters with a fraction of thesame block; to the East, at seventy seven meters, four hundred ninety fivemillimeters with calle ocho; and to the West, at fifty eight meters with landof the same block 22, that was acquired by the Merged Corporation under publicneed number 81,813, granted before Mr. Cecilio González Márquez, NotaryPublic number 151 of the Federal District.

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### 2.               The sharesrepresenting the capital stock of the corporations named Western CopperSupplies Inc., México, Compañia Inmobiliaria, S.A., Mexicana de Cananea, S.A.de C.V., Industrial Minera México, S.A. de C.V., Mexicana de Cobre, S.A. deC.V., Minerales Metalicos del Norte, S.A., Mexicana del Arco, S.A. de C.V.,Servicios de Apoyo Administrativo, S.A. de C.V. and Minera México InternacionalInc., owned by Grupo Minero México, S.A. de C.V. at the time the merger becomeseffective.

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As aresult of the merger by absorption, as of the date the merger is effective, theMerging Corporation shall acquire all the assets, property, shares and rights,as well as all the liabilities, obligations, credits and responsibilities ofthe Merged Corporation at their value recorded in the books of the MergedCorporation on May 15, 2003; and therefore, as of the date the merge iseffective, the Merging Corporation shall assume all the liabilities and theobligations, credits and responsibilities of the Merged Corporation as of suchdate, and shall become expressly bound to pay and perform the same when due;and provided further that any existing liabilities between the Merging Corporationand the Merged Corporation, in their condition as either creditor or debtor ofeach other, shall be terminated by confusion due to the fact that bothcapacities shall gather in the same corporation.

 

Notwithstandingthe foregoing, the Merged Corporation may carry out all the necessaryoperations to comply with its contracted liabilities, credits and obligationsand exercise its rights, which were acquired before the date hereof, until themerger becomes effective against third persons. As soon as such event occurs,the Merging Corporation shall be the only one responsible for the performanceand/or exercise of said rights and obligations.

 

## **SIXTH. **The merger shall be effective between theparties hereto as of June 1, 2003, and against third persons, the merger shallbe effective according to the provisions of Articles 223 and 224 of theGeneral Law for Mercantile Corporations.

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## **SEVENTH. **As the Merging Corporation is the primaryshareholder of the Merged Corporation, any interest that the Merging Corporationmay have in the capital stock of the Merged Corporation shall be eliminatedagainst the investments account of the Merging Corporation on the date themerger becomes effective, and the shares representing such interest shall becanceled accordingly.

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## **EIGHTH. **As a result of the merger, and as of the dateit is effective, an increase of the variable part of the capital stock ofMinera Mexico, S.A. de C.V. shall be registered for an amount of$86,412,472.96, which shall correspond to the total sum of the participationthat the shareholders

 

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## of the MergedCorporation shall have in the Merging Corporation, excepting the shareholderMinera Mexico, S.A. de C.V. as its interest in the Merged Corporation shall beeliminated against its investment account.

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## **NINTH. **As a consequence of the merger and as of thedate it is effective, Minera Mexico, S.A. de C.V. shall issue 6,558,428 newordinary, nominative Series “B”, Class II shares, representing the variable portionof its capital stock to be delivered to the shareholders of the MergedCorporation, except to the shareholder Minera Mexico, S.A. de C.V., by exchangeof their shares in the Merged Corporation by delivering one new sharerepresenting the capital stock of the Merging Corporation for every1.080754260015 shares representing the capital stock of the Merged Corporationthat each shareholder owns.

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## **TENTH. **The merger shall extinguish the management andsupervision bodies of the Merged Corporation, which shall be free of anyresponsibility as of the moment the merger is effective against third parties.

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## **ELEVENTH. **On the date the merger becomes effectiveagainst third parties, the appointments of the officers of the MergedCorporation and the powers of attorney granted by it before the date on whichthe merger becomes effective, shall be automatically terminated.

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## **TWELFTH. **The General Law for Mercantile Corporations andother applicable laws shall apply for any issue not specifically agreed herein.For the interpretation and enforcement of this Agreement, and the exercise ofany actions or rights granted hereunder to the parties hereto, the partieshereby submit to the jurisdiction of the competent courts located in MexicoCity, Federal District, waiving any other jurisdiction they may have a right toby virtue of their respective present or future domiciles.

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Inwitness whereof, the parties knowing the contents and reach of this Agreementand the rights and obligations granted to them hereunder, they execute thisAgreement in the corporate domicile of the Merging Corporation, on this day the28th of May, 2003.

 
| The Merging Corporation              | The Merged Corporation                    |
|--------------------------------------|-------------------------------------------|
|                                 |                                      |
|                                 |                                      |
| /s/ Leticia Hurtado  Camarena        |                                      | /s/ Alfredo Gutiérrez  Quiroz |   |
| Name:  Leticia Hurtado Camarena | Name:  Alfredo Gutiérrez Quiroz |
|                                      |                                           |  |  |

 

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