EXHIBIT 2.1.2

                               ARTICLES OF MERGER

These  Articles  of  Merger entered into this 23rd day of September, 2002 by and
between  Patagonia  Gold  (BVI)  Limited (the "Surviving Company") and Patagonia
Gold  Corporation  (the  "Merging  Company"),  WITNESSETH  as  follows:

1.   The  parties  hereto  do hereby adopt the Plan of Merger a copy of which is
     annexed hereto to the intent that the merger shall be effective on November
     29,  2002  (the  "effective  date").

2.   The  Articles  of  Incorporation of the Merging Company were filed with the
     Registrar  of  Companies  in  the  State of Florida, USA on the 31st day of
     March,  1993.

3.   The  Memorandum  and Articles of the Surviving Company were registered with
     the Registrar of Companies in the British Virgin Islands on the 23rd day of
     August,  2002.

4.   The  Merger  was  approved  for  both the Surviving Company and the Merging
     Company  by  Resolutions  of directors respectively dated the 18th and 18th
     days  of  September,  2002.

5.   The  Surviving  Company has complied with all the provisions of the laws of
     the  British  Virgin  Islands and the Merging Company has complied with all
     the  provisions of the laws of the State of Florida, USA, to enable them to
     merge  upon  the  effective  date.

6.   The  Merger  was  approved  for  the  Surviving  Company  by  resolution of
     directors  and  dated  the  18th  day  of  September, 2002, and the Merging
     Company  by  resolutions  of  directors  and  resolutions  of  members  or
     shareholders  dated  the  18th  day of September, 2002 and 28th day of June
     2002.

IN WITNESS WHEREOF the parties hereto have caused these Articles of Merger to be
executed on this 21st day of October, 2002


SIGNED and DELIVERED for and          )
on behalf of the                      )
PATAGONIA GOLD (BVI) LIMITED          )     /s/ A Cameron Richardson
                                      )     ------------------------
by  A. Cameron Richardson             )     A. Cameron Richardson
a duly authorised director before me  )     Director

John David Phillips
-------------------
Name

Jane Harvey Associates
Barristers and Solicitors
1800 Sheppard Ave, East, Suite U-219B
Willowdale, Ontario M2J 5A4
---------------------------
Address

/s/ John D Phillips
-------------------
Notary Public


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SIGNED and  DELIVERED for and        )
on behalf of                         )
PATAGONIA GOLD CORPORATION           )
by Terry Longair                     )         /s/ Terry Longair
                                     )         -----------------
a duly authorized director before me )         Terry Longair
                                     )         Director

Louis P Salley
--------------
Name

Barrister & Solicitor
Suite 1750 - 1185 W. Georgia Street
Vancouver, B.C., Canada V6E 4E6
-------------------------------
Address

/s/ Louis P Salley
------------------
Notary Public


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