Attached files
file | filename |
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EX-31 - CERTIFICATION - Timberline Resources Corp | ex311.htm |
EX-21 - SUBSIDIARIES - Timberline Resources Corp | ex21.htm |
EX-32 - CERTIFICATION - Timberline Resources Corp | ex321.htm |
EX-32 - CERTIFICATION - Timberline Resources Corp | ex322.htm |
EX-23 - CONSENT - Timberline Resources Corp | ex231.htm |
EX-31 - CERTIFICATION - Timberline Resources Corp | ex312.htm |
EXCEL - IDEA: XBRL DOCUMENT - Timberline Resources Corp | Financial_Report.xls |
10-K - TIMBERLINE RESOURCES CORPORATION FORM 10-K - Timberline Resources Corp | trc10kdec2214v4.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
TIMBERLINE RESOURCES CORPORATION
Timberline Resources Corporation (the Corporation), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the DGCL), does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation (the Board) resolutions were duly adopted authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware amendments (the Amendment) to the Corporations certificate of incorporation (the Certificate of Incorporation) to reclassify, change, and convert every twelve (12) outstanding shares of the Corporations common stock, par value $0.001 per share (Common Stock), into one (1) share of Common Stock, par value $0.001 per share.
SECOND:
1.
Article V of the Corporations Certificate of Incorporation is hereby amended by adding the following:
Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every twelve (12) shares of the Corporations issued and outstanding Common Stock, par value $0.001 per share, shall, automatically and without any further action on the part of the Corporation or the holder thereof, be reclassified and changed into one (1) share of the Corporations Common Stock, par value $0.001 per share. No fractional shares of Common Stock will be issuable pursuant to this reclassification and any fractional share of Common Stock that would be issuable will be rounded up to one whole share of Common Stock.
THIRD: That pursuant to a resolution of the Board, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.
FOURTH: That the aforesaid Amendment were duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
FIFTH: The foregoing amendment shall be effective on October 31, 2014 at 5:00 pm EDT.
SIXTH: Except as herein amended, the Corporations Certificate of Incorporation shall remain in full force and effect.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 31st day of October, 2014.
TIMBERLINE RESOURCES CORPORATION
/s/ Randal Hardy
By:____________________________
Name: Randal Hardy
Title: Chief Financial Officer
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