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EX-3.3 - CERTIFICATE OF AMENDMENT, DATED AUGUST 3, 2017 - Aim Exploration Inc. | aexe_ex3-3.htm |
EX-3.1 - CERTIFICATE OF AMENDMENT, DATED AUGUST 3, 2017 - Aim Exploration Inc. | aexe_ex3-1.htm |
8-K - CURRENT REPORT - Aim Exploration Inc. | aexe_8k.htm |
Exhibit 3.2
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CERTIFICATE OF DESIGNATION
OF
AIM EXPLORATION INC.
Pursuant to Section 78.1955 of the
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SERIES C PREFERRED STOCK
The
Articles of Incorporation of Aim Exploration Inc., a Nevada
corporation (the “Corporation”), provide
that the Corporation is authorized to issue 1,000,000 shares of
preferred stock with a par value of $0.001, and that the Board of
Directors have the authority to attach such terms as they deem fit
with respect to the preferred stock.
Pursuant to the
authority conferred upon the Board of Directors by the Articles of
Incorporation, and pursuant to authority of the Board of Directors
as required by Section 78.9155 of the Nevada Revised Statutes, the
Board of Directors, by unanimous written consent, adopted a
resolution providing for the designations, rights, powers and
preferences and the qualifications, limitations and restrictions of
1,000 shares of Series C Preferred Stock, and that a copy of such
resolution is as follows:
RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Corporation, the provisions of its Articles of
Incorporation, and in accordance with the Nevada Revised Statutes,
the Board of Directors hereby authorizes the filing of a
Certificate of Designation of Series C Preferred Stock of the
Corporation. Accordingly, the Corporation is authorized
to issue Series C Preferred Stock with par value of $0.001 per
share, which shall have the powers, preferences and rights and the
qualifications, limitations and restrictions thereof, as
follows:
1. Designation and Rank. The
designation of such series of the Preferred Stock shall be the
Series C Preferred Stock, par value $0.001 per share (the
“Series C Preferred
Stock”). The maximum number of shares of Series C
Preferred Stock shall be 1,000 shares. The Series C Preferred Stock
shall be subordinate to and rank junior to all indebtedness of the
Corporation now or hereafter outstanding.
2. Dividends. The holders of the Series C
Preferred Stock are not entitled to receive dividends.
3. Voting Rights. The holders of Series C
Preferred Stock shall not have voting rights.
4. Liquidation
Preference.
(a) In the event of any dissolution,
liquidation or winding up of the Corporation (a “Liquidation”), whether
voluntary or involuntary, the holders of Series C Preferred Stock
shall be entitled to participate in any distribution out of the
assets of the Corporation on an equal basis per share with the
holders of the Common Stock, the holders of Series B Preferred
Stock and any other class of stock on par with the Common
Stock.
(b) A sale of all or substantially all of
the Corporation’s assets or an acquisition of the Corporation
by another entity by means of any transaction or series of related
transactions (including, without limitation, a reorganization,
consolidated or merger) that results in the transfer of fifty
percent (50%) or more of the outstanding voting power of the
Corporation, shall not be deemed to be a Liquidation for purposes
of this Designation.
5. Optional Conversion of Series C
Preferred Stock. The holders of Series C Preferred Stock
shall have conversion rights as follows:
(a) Conversion Right. Each share of
Series C Preferred Stock shall be convertible at the option of the
holder thereof and without the payment of additional consideration
by the holder thereof, at any time, into shares of Common Stock on
the Optional Conversion Date (as hereinafter defined) at a
conversion rate of fifty thousand (50,000) shares of Common Stock
(the “Conversion
Rate”) for every one (1) share of Series C Preferred
Stock.
(b) Mechanics of Optional
Conversion. To effect the optional conversion of shares of
Series C Preferred Stock in accordance with Section 5(a) of this
Designation, any holder of record shall make a written demand for
such conversion (for purposes of this Designation, a
“Conversion
Demand”) upon the Corporation at its principal
executive offices setting forth therein (i) the certificate or
certificates representing such shares, and (ii) the proposed date
of such conversion, which shall be a business day not less than
fifteen (15) nor more than thirty (30) days after the date of such
Conversion Demand (for purposes of this Designation, the
“Optional Conversion
Date”). Within five days of receipt of the Conversion
Demand, the Corporation shall give written notice (for purposes of
this Designation, a “Conversion Notice”) to
the holder setting forth therein (i) the address of the place or
places at which the certificate or certificates representing any
shares not yet tendered are to be converted are to be surrendered;
and (ii) whether the certificate or certificates to be surrendered
are required to be endorsed for transfer or accompanied by a duly
executed stock power or other appropriate instrument of assignment
and, if so, the form of such endorsement or power or other
instrument of assignment. The Conversion Notice shall be sent by
first class mail, postage prepaid, to such holder at such
holder’s address as may be set forth in the Conversion Demand
or, if not set forth therein, as it appears on the records of the
stock transfer agent for the Series C Preferred Stock, if any, or,
if none, of the Corporation. On or before the Optional Conversion
Date, each holder of the Series C Preferred Stock so to be
converted shall surrender the certificate or certificates
representing such shares, duly endorsed for transfer or accompanied
by a duly executed stock power or other instrument of assignment,
if the Conversion Notice so provides, to the Corporation at any
place set forth in such notice or, if no such place is so set
forth, at the principal executive offices of the Corporation. As
soon as practicable after the Optional Conversion Date and the
surrender of the certificate or certificates representing such
shares, the Corporation shall issue and deliver to such holder, or
its nominee, at such holder’s address as it appears on the
records of the stock transfer agent for the Series C Preferred
Stock, if any, or, if none, of the Corporation, a certificate or
certificates for the number of whole shares of Common Stock
issuable upon such conversion in accordance with the provisions
hereof.
(c) No Fractional Shares. No
fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of Series C Preferred Stock. In lieu of any
fractional share to which the holder would be entitled but for the
provisions of this Section 5(c) based on the number of shares of
Series C Preferred Stock held by such Holder, the Corporation shall
issue a number of shares to such holder rounded up to the nearest
whole number of shares of Common Stock. No cash shall be paid to
any holder of Series C Preferred Stock by the Corporation upon
conversion of Series C Preferred Convertible Stock by such
holder.
(d) Reservation of Stock. The
Corporation shall at all times when any shares of Series C
Preferred Convertible Stock shall be outstanding, reserve and keep
available out of its authorized but unissued Common Stock, such
number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of
Series C Preferred Stock. If at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all outstanding shares of the Series C
Preferred Stock, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
(e) Reverse Stock Splits. The
Conversion Rate shall not adjust with any combination or reverse
stock split of the Corporation’s outstanding shares of common
stock.
6. No Preemptive
Rights. No holder of the
Series C Preferred Stock shall be entitled to rights to subscribe
for, purchase or receive any part of any new or additional shares
of any class, whether now or hereinafter authorized, or of bonds or
debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or
additional shares of any class, or any bond, debentures or other
evidences of indebtedness convertible into or exchangeable for
shares, may be issued and disposed of by the Board of Directors on
such terms and for such consideration (to the extent permitted by
law), and to such person or persons as the Board of Directors in
their absolute discretion may deem advisable.
7. Vote to Change the
Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called
for such purpose or the written consent without a meeting, of the
holders of a majority of the outstanding shares of Series C
Preferred Stock (in addition to any other corporate approvals then
required to effect such action), shall be required for any change
to this Certificate of Designation or the Corporation's Articles of
Incorporation which would amend, alter, change or repeal any of the
powers, designations, preferences and rights of the Series C
Preferred Stock.
8. Lost or Stolen
Certificates. Upon receipt by
the Corporation of evidence satisfactory to the Corporation of the
loss, theft, destruction or mutilation of any Preferred Stock
Certificates representing the shares of Series C Preferred Stock,
and, in the case of loss, theft or destruction, of any
indemnification undertaking by the holder to the Corporation and,
in the case of mutilation, upon surrender and cancellation of the
Preferred Stock Certificate(s), the Corporation shall execute and
deliver new preferred stock certificate(s) of like tenor and
date; provided,
however,
that the Corporation shall not be obligated to re-issue Preferred
Stock Certificates if the holder contemporaneously requests the
Corporation to convert such shares of Series C Preferred Stock into
Common Stock.
9. Failure or Indulgence
Not Waiver. No failure or
delay on the part of a holder of Series C Preferred Stock in the
exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or
privilege.
IN
WITNESS WHEREOF, the undersigned has executed and subscribed this
Certificate, effective on August 2, 2017.
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AIM EXPLORATION INC.
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By:
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/s/ James
Robert Todhunter
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Name:
James Robert Todhunter
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Title: Chief
Executive Officer
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