ARTICLES OF MERGER
                                       OF
                             WINCHESTER MINING CORP.
                            (A DELAWARE CORPORATION)
                                       AND
                             HI-PLAINS ENERGY CORP.
                             (A WYOMING CORPORATION)

     The  Undersigned,  being,  and the President of  Winchester  Mining Corp. a
Delaware corporation, hereby certify as follows:

1.   A merger has been approved by the boards of directors of Winchester  Mining
     Corp.,  a  Delaware   corporation   (the  parent)  and  its,  wholly  owned
     subsidiary,  Hi-Plains Energy Corp., a Wyoming  corporation,  by resolution
     dated May 13, 2000.

2.   Winchester  Mining Corp.  is the Parent and  Hi-Plains  Energy Corp. is the
     wholly owned subsidiary.

3.   No vote of Shareholders is necessary because 100% of the outstanding shares
     of Hi-Plains Energy Corp.  consisting of 780,000 common shares are owned by
     Winchester Mining Corp. and

     a) The  corporation,  Winchester  Mining Corp. is the sole survivor and the
name of the  corporation  will be changed to PNW Capital  Corp. by Amendments to
the Articles of Incorporation.

     b)  The  Articles  of  Incorporation  will  not  differ  from  Articles  of
Incorporation prior to merger, except as to a name change

     c) Each  shareholder  of the  corporation  whose  shares  were  outstanding
immediately before the effective date of the merger will hold the same number of
shares,  with  identical  designations,  preferences,  limitations  and relative
rights immediately after the effective date of the merger.

     d) The voting power of the number of shares  outstanding  immediately after
the merger will not be changed from that  existing  prior to the merger since no
shares are being issued as a result of the merger.

     e) The number of participating  shares  outstanding  immediately  after the
merger is the same as immediately  before the merger and there will be no change
in shares.

     f) The Board of  Directors  of each  corporation  has adopted a  resolution
approving the Plan of Merger, which is attached hereto as Exhibit A.

4.   The merger shall be effective on May 13, 2000 or as soon  thereafter as the
     Articles of Merger are filed with the Secretary of State of Delaware.

Winchester Mining Corp.                     Hi-Plains Energy Corp.

By: /s/Wayne Miller                     By: /s/M.A. Littman
_____________________                   ________________________
President                               M.A. Littman as Attorney-in Fact
                                         for Z.S. Merritt, President


<PAGE>

                  * * * * * * * * * * * * * * * * * * * * * * *

State of Vancouver, B.C.             )
                                     ) ss.
County of ______________________     )

         On this 15th day of May, 2000, before me, a Notary Public,  personally
appeared Wayne Miller as President of Winchester  Mining Corp.,  and executed on
this date the  foregoing  instrument  for the  purposes  therein  contained,  by
signing on behalf of the above named corporations as a duly authorized officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

         My Commission Expires:


                                             /s/
                                            ------------------------------
                                            Notary Public

                                            Residing at: ____________________


State of Colorado                    )
                                     ) ss.
County of Jefferson                  )

         On this 15th day of May, 2000, before me, a Notary Public,  personally
appeared  M.A.  Littman as  Attorney-in-Fact  for Z.S.  Merritt as  President of
Hi-Plains  Energy Corp.  and executed on this date the foregoing  instrument for
the  purposes  therein  contained,  by  signing  on behalf  of the  above  named
corporations as a duly authorized officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

         My Commission Expires:


                                             /s/Jodie L. Ball
                                            ------------------------------
                                            Notary Public

                                            Residing at: Jefferson County, CO