Delaware
PAGE
1
I,
HARRIET SMITH WINDSOR,
SECRETARY
OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF INCORPORATION OF "SUSTUT EXPLORATION INC.",
FILED
IN THIS OFFICE ON THE ELEVENTH DAY OF APRIL, A.D. 2006,
AT
12:13
O'CLOCK P.M.
A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE
COUNTY RECORDER OF DEEDS.
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4140386
8100
060338530
|
[SEAL]
|
/s/
Harriett Smith Windsor
Harriett
Smith Windsor
AUTHENTICATION:
4659835
DATE:
04-11-06
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|
CERTIFICATE
OF INCORPORATION
|
State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
12:28 PM 04/11/2006
FILED
12:13 PM 04/11/2006
SRV
060338530 - 4140386 FILE
|
FIRST:
The name of this corporation shall be: SUSTUT EXPLORATION INC.
SECOND:
Its registered office in the State of Delaware is to be located at 2711
Centerville Road,
Suite 400, in the City of Wilmington, County of New Castle and its registered
agent at such address
is Corporation Service Company.
THIRD:
The purpose or purposes of the corporation shall be:
To
engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH:
The total number of shares of stock. which this corporation is authorized to
issue, is
Two
Hundred Million (200,000,000) shares of common stock with a par value of
$.001.
FIFTH:
The name and address of the incorporator is as follows:
Corporation
Service Company
2711
Centerville Road
Suite
400
Wilmington,
Delaware 19808
SIXTH:
The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.
SEVENTH:
No director shall be personally liable to the Corporation or its stockholders
for monetary
damages for any breach of fiduciary duty by such director as a director.
Notwithstanding the
foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach
of
the director's duty of loyally to the Corporation or its stockholders, (ii)
for
acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law
or
(iv) for any transaction from
which the director derived an improper personal benefit. No amendment to or
repeal of this Article Seventh shall apply to or have any effect on the
liability or alleged liability of any director of
the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such
amendment.
IN
WITNESS WHEREOF, the undersigned, being the incorporator herein before named,
has
executed signed and acknowledged this certificate of incorporation this 11th
day
of April, A.D. 2006.
Corporation
Service Company, Incorporator
By:
/s/ Rita J. LePore
Name:
Rita J. LePore
Assistant
Secretary