Exhibit
4(a)


 


MERGER
AGREEMENT ENTERED INTO BY AND BETWEEN MINERA MEXICO, S.A. DE C.V., AS THE
MERGING 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 FOLLOWING
REPRESENTATIONS AND CLAUSES:


 


REPRESENTATIONS


 


I.                                         OF THE MERGING
CORPORATION:


 


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


 


II.                                     OF THE MERGED
CORPORATION:


 


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


 


Now
therefore, the parties agree on the following:


 


CLAUSES


 


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


 


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


 


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


 


FOURTH.  As the Merging Corporation is the party that
shall survive, it shall become the universal successor of the Merged
Corporation. As of the date the merger is effective, the Merging Corporation
shall subrogate in all the rights, actions and obligations of the Merged Corporation
and shall replace the Merged Corporation in all its responsibilities, rights
and obligations, arising from any agreements, covenants, loans, licenses,
permits, concessions and, in general, arising form all the acts and operations
carried out by the Merged Corporation or in which the Merged Corporation has
participated, assuming all rights and obligations relating thereto pursuant to
law.


 


FIFTH.  As a result of the merger, the Merging
Corporation shall universally acquire all the patrimony of the, Merged
Corporation.


 


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


 

















 


1.               Plot of land
located in block 22, Colonia Industrial, Municipality of Cananea, State of
Sonora, with a surface of 6,097.27 m2 (six thousand ninety seven square meters
and twenty seven square centimeters) with the following measurements and
limits: to the north, at ninety two meters eighty seven millimeters with land
of the municipal airport; to the South, at ninety meters with a fraction of the
same block; to the East, at seventy seven meters, four hundred ninety five
millimeters with calle ocho; and to the West, at fifty eight meters with land
of the same block 22, that was acquired by the Merged Corporation under public
need number 81,813, granted before Mr. Cecilio González Márquez, Notary
Public number 151 of the Federal District.


 


2.               The shares
representing the capital stock of the corporations named Western Copper
Supplies 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. de
C.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 Internacional
Inc., owned by Grupo Minero México, S.A. de C.V. at the time the merger becomes
effective.


 


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


 


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


 


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


 


SEVENTH.  As the Merging Corporation is the primary
shareholder of the Merged Corporation, any interest that the Merging Corporation
may have in the capital stock of the Merged Corporation shall be eliminated
against the investments account of the Merging Corporation on the date the
merger becomes effective, and the shares representing such interest shall be
canceled accordingly.


 


EIGHTH.  As a result of the merger, and as of the date
it is effective, an increase of the variable part of the capital stock of
Minera 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 participation
that the shareholders


 


2

















 


of the Merged
Corporation shall have in the Merging Corporation, excepting the shareholder
Minera Mexico, S.A. de C.V. as its interest in the Merged Corporation shall be
eliminated against its investment account.


 


NINTH.  As a consequence of the merger and as of the
date it is effective, Minera Mexico, S.A. de C.V. shall issue 6,558,428 new
ordinary, nominative Series “B”, Class II shares, representing the variable portion
of its capital stock to be delivered to the shareholders of the Merged
Corporation, except to the shareholder Minera Mexico, S.A. de C.V., by exchange
of their shares in the Merged Corporation by delivering one new share
representing the capital stock of the Merging Corporation for every
1.080754260015 shares representing the capital stock of the Merged Corporation
that each shareholder owns.


 


TENTH.  The merger shall extinguish the management and
supervision bodies of the Merged Corporation, which shall be free of any
responsibility as of the moment the merger is effective against third parties.


 


ELEVENTH.  On the date the merger becomes effective
against third parties, the appointments of the officers of the Merged
Corporation and the powers of attorney granted by it before the date on which
the merger becomes effective, shall be automatically terminated.


 


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


 


In
witness whereof, the parties knowing the contents and reach of this Agreement
and the rights and obligations granted to them hereunder, they execute this
Agreement in the corporate domicile of the Merging Corporation, on this day the
28th 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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