Exhibit 2

Articles of Merger

Pursuant to the provisions of Title 30-1-11-5 of the Idaho
Statutes, and the Nevada Revised Statues, Chapter 92A, the
undersigned corporations hereby submit the following Articles of
Merger for filing for the purpose of merging Silver Butte Mining
Company, an Idaho corporation, into Silver Butte Company, a
Nevada corporation.

Articles I

The Plan of Merger of Silver Butte Mining Company and Silver
Butte Company is attached as Exhibit A.

Articles II

1.	The Plan of Merger was duly approved by the shareholders
of Silver Butte Mining Company, an Idaho corporation
pursuant to Title 30-1-1103 of the Idaho Statutes.   There
were 12,760,415 shares of Common Stock issued and
outstanding and entitled to vote on the Plan of Merger.
No other voting groups were entitled to vote separately on
the Plan of merger.   The vote of shareholders was
6,498,721 shares (51%) voting "For", 11,500 shares (.9%)
voting "Against" and 78,000 shares (6.1%) voting
"Abstain".
2.	The Plan of Merger was approved by the unanimous consent
of the shareholders of Silver Butte Company, a Nevada
corporation.



Dated this 6th day of February, 2004

Silver Butte Mining Company, an Idaho Corporation

/s/  Terry McConnaughey
Terry McConnaughey, President



Silver Butte Company, a Nevada corporation

/s/  Terry McConnaughey
Terry McCnnaughey, President



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Exhibit A

PLAN OF MERGER

This Plan of Merger is made and entered into this 5th
day of March, 2004 by and between Silver Butte Mining
Company, an Idaho corporation ("Silver Butte Idaho"),
and Silver Butte Company, a Nevada corporation
("Silver Butte Nevada" or the "Surviving
Corporation").

RECITALS

*	Silver Butte Idaho is a corporation organized
and existing under the laws of the State of
Idaho and has authorized capital stock
consisting of 150,000,000 shares of $0.05 par
value common stock, of which 12,760,415 shares
are issued and outstanding, and held by
approximately 743 shareholders of record.

*	Silver Butte Nevada is a corporation organized
and existing under the laws of the State of
Nevada and has authorized capital stock
consisting of 300,000,000 shares of common
stock with $0.001 par value, of which 100
shares are issued and outstanding, and held by
Silver Butte Idaho and 10,000,000 shares of
preferred stock with no stated value and $0.001
par value, of which no shares are issued and
outstanding.

*	The Boards of Directors of Silver Butte Idaho
and Silver Butte Nevada, respectively, deem it
advisable for Silver Butte Idaho to merge with
and into Silver Butte Nevada.

NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, Silver
Butte Idaho and Silver Butte Nevada hereby agree to
the following Plan of Merger:

Names of Constituent Corporations. Silver Butte Idaho
will merge with and into Silver Butte Nevada. Silver
Butte Nevada will be the Surviving Corporation.

Terms and Conditions of Merger. The effective date of
merger shall be the last date upon which the Articles
of Merger are filed with the Secretary of State of
the State of Idaho and the State of Nevada. Upon the
effective date of the merger, the separate corporate
existence of Silver Butte Idaho shall cease; title to
all real estate and other property owned by Silver
Butte Idaho or Silver Butte Nevada shall be vested in
Silver Butte Nevada without reversion or impairment;
and the Surviving Corporation shall have all
liabilities of Silver Butte Idaho and Silver Butte
Nevada. Any proceeding pending by or against Silver
Butte Idaho or Silver Butte Nevada may be continued
as if such merger did not occur, or the Surviving
Corporation may be substituted in the proceeding for
Silver Butte Idaho.  Each share of Silver Butte Idaho
issued and outstanding immediately prior to the
effective date shall automatically become one share
of Silver Butte Nevada.

Governing Law. The laws of the State of Nevada shall
govern the Surviving Corporation.

Name. The name of the Surviving Corporation shall be
Silver Butte Mining Company, a Nevada corporation.

Registered Office. The address of the registered
office of the Surviving Corporation shall be  502 E.
John Street, Room E, Carson City, NV 89706.

Accounting. The assets and liabilities of Silver
Butte Idaho and Silver Butte Nevada (collectively the
"Constituent Corporations") as of the effective date
of the merger shall be taken up on the books of the
Surviving Corporation at the amounts at which they
are carried at that time on the respective books of
the Constituent Corporations.

Articles of Incorporation. The Articles of
Incorporation of Silver Butte Nevada shall constitute
the Articles of Incorporation of the Surviving
Corporation.

Bylaws. The Bylaws of Silver Butte Nevada as of the
effective date of the merger shall be the Bylaws of
the Surviving Corporation until the same shall be
altered or amended in accordance with the provisions
thereof.

Directors. The directors of Silver Butte Idaho as of
the effective date of the merger shall be the
directors of the Surviving Corporation until their
respective successors are duly elected and qualified.

Manner and Basis of Converting Shares. As of the
effective date of the merger:

*	Each share of Silver Butte Idaho common stock
issued and outstanding shall become one share
of common stock of Silver Butte Nevada, the
Surviving Corporation.

*	The Surviving Corporation shall convert or
exchange each share of Silver Butte Idaho
common stock for one share of the common stock
of the Surviving Corporation.

*	Any shares of stock of Silver Butte Idaho in
the treasury of Silver Butte Idaho on the
effective date of the merger shall be
surrendered to the Surviving Corporation for
cancellation, and no shares of the Surviving
Corporation shall be issued in respect thereof.

*	On the effective date of the merger, holders of
certificates of common stock in Silver Butte
Idaho shall surrender them to the Surviving
Corporation, or its appointed agent, in such
manner as the Surviving Corporation legally
shall require. Upon receipt of such
certificates, the Surviving Corporation shall
issue in exchange therefor a certificate of
shares of common stock in the Surviving
Corporation representing the number of shares
of stock to which such holder shall be entitled
as set forth above.

*	In addition, such shareholders shall be
entitled to receive any dividends on such
shares of common stock of the Surviving
Corporation that may have been declared and
paid between the effective date of the merger
and the issuance to such shareholder of the
certificate of such common stock.

Shareholder Approval. This Plan of Merger shall be
submitted to the shareholders of Silver Butte Idaho
and Silver Butte Nevada for their approval in the
manner provided under the applicable laws, at
meetings to be held on or before December 11, 2003,
or at other such time as the Boards of Directors of
Silver Butte Idaho and Silver Butte Nevada shall
agree. After approval by a vote of the holders of a
majority of the Silver Butte Idaho shares entitled to
vote thereon and the holders of the majority of the
Silver Butte Nevada shares entitled to vote thereon,
if any, of each voting group, and the approval by a
vote of the holders of a majority of the Silver Butte
Idaho shares entitled to vote thereon and the holders
of a majority of the Silver Butte Nevada shares
entitled to vote thereon, if any, of each voting
group, Articles of Merger shall be filed as required
under the laws of the States of Idaho and Nevada.

Termination of Merger. This merger may be abandoned
at any time prior to the filing of Articles of Merger
with the Secretary of State, upon a vote of a
majority of the Board of Directors of both Silver
Butte Idaho and Silver Butte Nevada. If the merger is
terminated, there shall be no liability on the part
of either Constituent Corporation, their respective
Boards of Directors, or shareholders.

Counterparts. This Plan of Merger may be executed in
any number of counterparts, and all such counterparts
and copies shall be and constitute an original
instrument.


IN WITNESS WHEREOF, this Plan of Merger has been
adopted by the undersigned corporations as of this
11th day of December, 2003.

Silver Butte Mining Company, an Idaho corporation

By  /s/ Terry McConnaughey, President

Silver Butte Company, a Nevada corporation

By  /s/ Terry McConnaughey, President


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