Attached files
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| 8-K - FORM 8-K - WORTHINGTON ENERGY, INC. | wgas8k20120127.htm |
Exhibit 3.1
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Articles of Merger
(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))
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1)
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Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.
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Paxton Energy Merger Sub, Inc.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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and,
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Paxton Energy, Inc.
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Name of surviving entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
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Filing Fee: $350.00
This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 1
Revised on: 7-1-08
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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ý
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The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
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¨
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The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box ¨ and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity):
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(a)
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Owner’s approval was not required from
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Paxton Energy Merger Sub, Inc.
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Paxton Energy, Inc.
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 2
Revised on: 7-1-08
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(b)
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The plan was approved by the required consent of the owners of *:
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Name of surviving entity, if applicable
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* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 3
Revised on: 7-1-08
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(c)
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Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 4
Revised on: 7-1-08
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:
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Article One of the Articles of Incorporation of Paxton Energy, Inc. is hereby amended as follows:
“The name of the Corporation is Worthington Energy, Inc.”
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6)
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Location of Plan of Merger (check a or b):
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ý
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(a) The entire plan of merger is attached;
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or,
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¨
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(b) The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).
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7)
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Effective date (optional)**:
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January 27, 2012
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* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please
entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles
prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS
92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of
merger may not contain amendments to the constituent documents of the surviving entity except that the name of
the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which
must not be more than 90 days after the articles are filed (NRS 92A.240).
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 5
Revised on: 7-1-08
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of
each Nevada limited partnership; All general partners of each Nevada limited-liability limited
partnership; A manager of each Nevada limited-liability company with managers or one
member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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(if there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):
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Paxton Energy Merger Sub, Inc.
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Name of merging entity
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/s/ Charles Volk, Jr.
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President
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January 24, 2012
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Paxton Energy, Inc.
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Name of surviving entity
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/s/ Charles Volk, Jr.
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President
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January 24, 2012
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Signature
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Title
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Date
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* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law
governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
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IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 6
Revised on: 7-1-08
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