Exhibit 99.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MAGNUM HUNTER RESOURCES CORPORATION
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Magnum Hunter Resources Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with Section 242 of the Delaware General Corporation Law, does hereby certify that:
1. The name of the corporation is Magnum Hunter Resources Corporation.
2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 4, 1997 and the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 13, 2002 (as amended, the “Certificate of Incorporation”).
3. Pursuant to the authority conferred upon the stockholders of the Corporation by the Certificate of Incorporation, and pursuant to the applicable provisions of the Delaware General Corporation Law, the stockholders of the Corporation adopted the following amendment to the Certificate of Incorporation by the requisite vote at a duly called meeting of the stockholders on October 27, 2010:
The entire “Article IV – Authorized Capital Stock” in the Certificate of Incorporation is hereby deleted in its entirety and is hereby replaced with the following:
“ARTICLE IV
Authorized Capital Stock
This corporation is authorized to issue two classes of shares designated, respectively, “Common Stock” and “Preferred Stock” and referred to herein as Common Stock or Common Shares and Preferred Stock or Preferred Shares, respectively. The total number of shares of Common Stock this corporation is authorized to issue is 150,000,000 and each such share shall have a par value of $0.01, and the total number of shares of Preferred Stock this corporation is authorized to issue is 10,000,000 and each such share shall have a par value of $0.01. The Preferred Shares may be issued from time to time in one or more series. The board of directors is authorized to fix the number of shares of any series of Preferred Shares and to determine the designation of any such series. The board of directors is al so authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Shares and, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.”
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned hereby duly executed this Certificate of Amendment hereby declaring and certifying under penalty of perjury that this is the act and deed of the Corporation and the facts herein stated are true, this 2nd day of November, 2010.
| | MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Gary C. Evans Name: Gary C. Evans Title: Chairman and Chief Executive Officer |
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