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EX-3.2 - CERTIFICATE OF AMENDMENT, DATED AUGUST 3, 2017 - Aim Exploration Inc. | aexe_ex3-2.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 3.3
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CERTIFICATE OF DESIGNATION
OF
AIM EXPLORATION, INC.
Pursuant to Section 78.1955 of the
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SERIES D 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
1,000,000 shares of Series D 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 D Preferred Stock of the
Corporation. Accordingly, the Corporation is authorized
to issue Series D 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 D Preferred Stock, par value $0.001 per share (the
“Series D Preferred
Stock”). The maximum number of shares of Series D
Preferred Stock shall be 1,000,000 shares. The Series D 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 D
Preferred Stock are not entitled to receive dividends.
3. Voting Rights. The holders of Series D
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 D 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 Series B Preferred Stock, the
Series C 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 D
Preferred Stock. The holders of Series D Preferred Stock
shall have conversion rights as follows:
(a) Conversion Right after Twelve (12)
Months. Each share of Series D 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 after twelve (12) months from issuance, into shares of Common
Stock at a discounted conversion rate (the “Discounted Conversion
Rate”) of twenty percent (20%) of the closing price of
the Corporation’s common stock on the day of the Conversion
Demand (the “Optional Conversion
Date”), subject to adjustment as provided in Section 3
of this Designation. Alternatively, each share of Series D
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 after twelve (12) months from issuance,
into a convertible promissory note (in each instance, a
“Note”)
on the Optional Conversion Date, which Note shall accrue interest
at ten percent (10%) per annum and be convertible into shares of
the Corporation’s common stock at the Discounted Conversion
Rate.
(b)
Conversion Right before
and at Twelve (12) Months. Each share of Series D 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 prior to and up until twelve (12) months from
issuance, into shares of Common Stock at the Discounted Conversion
Rate of twenty percent (20%) of the closing price of the
Corporation’s common stock on the Optional Conversion Date,
provided that the closing price of the Corporation’s common
stock is at least $3.00 per share on the Optional Conversion
Date.
(c) Mechanics of Optional
Conversion. To effect the optional conversion of shares of
Series D Preferred Stock in accordance with Section 5(a) and 5(b)
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 Optional
Conversion Date. Within five (5) 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 D Preferred Stock, if any, or,
if none, of the Corporation. Each Holder of the Series D 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 D 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.
(d) No Fractional Shares. No
fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of Series D Preferred Stock. In lieu of any
fractional share to which the Holder would be entitled but for the
provisions of this Section 5(d) based on the number of shares of
Series D 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 D Preferred Stock by the Corporation upon
conversion of Series D Preferred Stock by such Holder.
(e) Reservation of Stock. The
Corporation shall at all times when any shares of Series D
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 D
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 D Preferred
Stock, the Corporation will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized
by unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
(f) Leak-Out. Upon conversion
pursuant to this Section 5(a) or (b), the common shares acquired
will be subject to the following leak-out formula. Each Holder will
be permitted to trade twenty percent (20%) (the “Trading Cap”) of the
Corporation’s average daily trading volume on the OTCPink
multiplied by the percentage of outstanding shares of Series D
Preferred Stock the Holder originally held on the Optional
Conversion Date.
(g) Stock Dividends, Splits, Combinations
and Reclassifications. If the Corporation shall, at any time
or from time to time after issuance, effect a split of the
outstanding Common Stock or stock dividend, the Discounted
Conversion Rate shall be proportionately decreased. If the
Corporation shall, at any time or from time to time after issuance,
combine the outstanding shares of Common Stock, the Discounted
Conversion Rate shall be proportionately increased. Any adjustments
under this Section 5(g) shall be effective at the close of business
on the date the stock split or combination becomes
effective.
(h) Certificate as to Adjustments.
Upon the occurrence of each adjustment or readjustment of the
Discounted Conversion Rate pursuant to Section 5 of this
Designation, the Corporation at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof
and cause its principal financial officer to verify such
computation and prepare and furnish to each Holder of Series D
Preferred Stock a certificate setting forth such adjustment or
readjustment and setting forth in reasonable detail the facts upon
which such adjustment or readjustment is based. The Corporation
shall, upon the written request at any time of any Holder of Series
D Preferred Stock, furnish or cause to be furnished to such Holder
a like certificate setting forth: (i) such adjustments and
readjustments; (ii) the Discounted Conversion Rate in effect at
such time for the Series D Preferred Stock; and (iii) the number of
shares of Common Stock and the amount, if any, of other property
that at such time would be received upon the conversion of the
Series D Preferred Stock.
6. Redemption. The Corporation
shall have redemption rights as follows:
(a) Mandatory
Payment Redemption after Two (2) Years. If not sooner
converted in accordance with Section 5(a) and/or 5(b) hereinabove,
on the date that is two (2) years from issuance of the Series D
Preferred Stock, the Corporation shall redeem all of the
outstanding shares of Series D Preferred Stock, without the payment
of additional consideration by the Holder thereof, by paying to the
Holders of Series D Preferred Stock an amount in cash equal to one
hundred and fifteen percent (115%) of the Stated Value for each
share remaining outstanding, by giving to each Holder of Series D
Preferred Stock of record at his or her last known address, as
shown on the records of the Corporation notice in writing, by
first-class mail, postage prepaid stating the date and plan of
redemption, hereinafter called the “Redemption Notice.” On or
after the date fixed for redemption, each Holder of shares called
for redemption shall surrender his or her certificate(s) for such
shares to the Corporation at the place designated in the redemption
notice accompanied by a duly executed stock power or other
appropriate instrument of assignment and shall thereupon be
entitled to receive payment of the redemption price. If the
Redemption Notice is duly given, then, whether or not the
certificates evidencing the shares to be redeemed are surrendered,
all rights with respect to such shares of Series D Preferred Stock
shall terminate on the date fixed for redemption, except the right
of the Holders to receive the redemption price, without
interest.
(b) Corporation
Optional Redemption. If not sooner converted in accordance
with Section 5(a) and/or 5(b) hereinabove, the Corporation, at the
option of the Board of Directors, may, at any time, redeem all of
the outstanding shares of Series D Preferred Stock by paying to the
Holders of Series D Preferred Stock one hundred and fifteen percent
(115%) of the Stated Value for each share remaining outstanding by
giving Redemption Notice to each Holder of Series D Preferred Stock
of record at his or her last known address, as shown on the records
of the Corporation notice in writing, by first-class mail, postage
prepaid stating the date and plan of redemption. On or after the
date fixed for redemption, each Holder of shares called for
redemption shall surrender his or her certificate(s) for such
shares to the Corporation at the place designated in the redemption
notice accompanied by a duly executed stock power or other
appropriate instrument of assignment and shall thereupon be
entitled to receive payment of the redemption price. If the
Redemption Notice is duly given, then, whether or not the
certificates evidencing the shares to be redeemed are surrendered,
all rights with respect to such shares of Series D Preferred Stock
shall terminate on the date fixed for redemption, except the right
of the Holders to receive the redemption price, without
interest.
(c) For
purposes of this Section 6, “Stated Value” shall mean
$1.00
7. No Preemptive Rights. No holder
of the Series D 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.
8. 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 majority holders of the Series D 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 D Preferred
Stock.
9. 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 D
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 D Preferred Stock into Common Stock.
10. Failure or Indulgence Not
Waiver. No failure or delay on the part of a holder of
Series D 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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