Attached files
EXHIBIT
3.4
BARBARA K. CEGAVSKE
Secretary of State
204 North Carson Street, Suite 1
Carson
City,
Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
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Filed
in the office of
/s/
Barbara K. Cegavske
Barbara
K. Cegavske
Secretary
of State
State
of Nevada
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Document
Number
20170355139-46
Filing
Date and Time
08/18/2017 2:45 PM
Entity
Number
E0768622007-2
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Certificate of Amendment
(PURSUANT
TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY — DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 — After Issuance of
Stock)
1. Name
of corporation:
Torchlight Energy
Resources, Inc.
2. The
articles have been amended as follows: (provide article numbers, if
available)
Article
3 is deleted and replaced in its entirety with the
following:
“The total
number of shares of stock that the Corporation will have authority
to issue is 160,000,000, consisting of 150,000,000 shares of common
stock, par value $0.001 per share (“Common Stock”), and
10,000,000 shares of preferred stock, par value $0.001 per share
(“Preferred Stock”).
Shares
of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such
distinctive designation or title as shall be determined by the
Board of Directors of the Corporation (“Board of
Directors”) prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or
no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such
resolution or resolutions providing for the issue of such class or
series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof.
The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority
of the voting power of all the then outstanding shares of the
capital stock of the corporation entitled to vote generally in the
election of the directors (the “Voting Stock”), voting
together as a single class, without a separate vote of the holders
of the Preferred Stock, or any series thereof, unless a vote of any
such holders is required pursuant to any preferred stock
designation.”
3. The
vote by which the stockholders holding shares in the corporation
entitling them to exercise a least a majority of the voting power,
or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required
by the provisions of the articles of incorporation* have voted in
favor of the amendment is:
71.14%
4.
Effective date of filing: (optional)
________________________________________________
(must not be later than 90 days after
the certificate is filed)
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5.
Signature: (required)
X /s/ John A.
Brda
Signature of Officer
*
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If
any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in
addition to the affirmative vote otherwise required, of the holders
of shares representing a majority of the voting power of each class
or series affected by the amendment regardless to limitations or
restrictions on the voting power thereof.
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IMPORTANT: Failure to include any of the above information
and submit with the proper fees may cause this filing to be
rejected.
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Nevada
Secretary of State Amend Profit-After
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This form must be accompanied by appropriate fees.
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Revised:
3-6-09
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