Attached files
EXHIBIT 3.3
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Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
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Filed in the office of
/s/ Barbara K. Cegavske
Barbara K. Cegavske
Secretary of State
State of Nevada
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Document Number
20150408083-61
Filing Date and Time
09/15/2015 8:50 AM
Entity Number
E0768622007-2
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Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
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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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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 — After Issuance of Stock)
1. Name of corporation:
Torchlight Energy Resources, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article 3 is deleted and replaced in its entirety with the following:
“The total number of shares of stock that the Corporation will have authority to issue is 110,000,000, consisting of 100,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”).
Shares of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Corporation (“Board of Directors”) prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of the directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 67.408%
4. Effective date of filing: (optional) ________________________________________________
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(must not be later than 90 days after the certificate is filed)
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5. Signature: (required)
X /s/ John A. Brda
Signature of Officer
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*
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If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
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IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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Nevada Secretary of State Amend Profit-After
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This form must be accompanied by appropriate fees.
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Revised: 3-6-09
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