CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
SUSTUT
EXPLORATION, INC.
______________________________________________________________________________
Sustut
Exploration, Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify that:
1. The
Certificate of Incorporation of the Corporation is hereby amended by deleting
Article Fourth thereof in its entirety and inserting the following in lieu
thereof:
“Fourth:
The total number of shares of stock of which the corporation shall have
authority to issue is Two Hundred Million (200,000,000), all of which shall be
designated as common stock, $0.001 par value per share.
Effective
as of 5:00 pm, New York time, on April 17, 2008 (the “Effective Time”) each
share of the corporation’s common stock, $0.001 par value per share (the “Old Common Stock”),
issued and outstanding immediately prior to the Effective Time, will be
automatically reclassified as and converted into 0.99026241954 of a share of
common stock, $0.001 par value per share, of the corporation (the “New Common Stock”).
Any stock certificate that, immediately prior to the Effective Time, represented
shares of the Old Common Stock will, from and after the Effective Time,
automatically and without the necessity of presenting the same for exchange,
represent the number of shares of the New Common Stock as equals the product
obtained by multiplying the number of shares of Old Common Stock represented by
such certificate immediately prior to the Effective Time by 0.99026241954. No
fractional shares of New Common Stock shall be issued as a result of such stock
split, and any fractional shares owed due to such split shall be rounded up or
down to the nearest whole share”
2. The
foregoing amendment was duly adopted in accordance with the provisions of
Section 242 and 228 (by the written consent of the stockholders of the
Corporation) of the General Corporation Law of the State of
Delaware.
[SIGNATURE
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[SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT]
IN
WITNESS WHEREOF, Sustut Exploration, Inc. has caused this Certificate to be
executed by its duly authorized officer on this 17th day of
April, 2008.
SUSTUT
EXPLORATION, INC.
By:/s/
Terry Hughes
Name: Terry Hughes
Title:
President