Exhibit 3.4
STATE OF COLORADO
DEPARTMENT OF
STATE
CERTIFICATE
I, BERNIE BUESCHER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, THE ATTACHED IS A FULL, TRUE AND COMPLETE COPY OF THE ARTICLES OF ORGANIZATION AND ALL AMENDMENTS THERETO OF
LANGELOTH METALLURIGICAL COMPANY LLC
(COLORADO LIMITED LIABILITY COMPANY)
AS FILED IN THIS OFFICE AND ADMITTED TO RECORD.
Dated: November 9, 2010
ARTICLES OF ORGANIZATION
FOR
TONOPAH MINERAL RESOURCES
LIMITED LIABILITY COMPANY
A COLORADO LIMITED LIABILITY COMPANY
The undersigned, a natural person of at least 18 years of age, acting as organizer, hereby forms a limited liability company by virtue of the Colorado Limited Liability Company Act, and adopts the following Articles of Organization for such limited liability company.
ARTICLE I
Name
The name of the limited liability company is Tonopah Mineral Resources Limited Liability Company (or Ltd. Liability Co.).
ARTICLE II
Principal Place of Business
The principal place of business of the limited liability company is 802 E. Stanford Avenue, Englewood, Colorado 80110.
ARTICLE III
Duration
This limited liability company shall dissolve and terminate thirty (30) years from the date of filing these Articles of Organization with the Secretary of State.
ARTICLE IV
Registered Agent
The registered agent of this limited liability company in this state is F. Steven Mooney. The business address of the registered agent is 802 E. Stanford Avenue, Englewood, Colorado 80110.
ARTICLE V
Initial Managers
The names and business addresses of the initial manager or managers who are to serve as manager or managers until the first annual meeting of the members or until their successors are elected and qualified are as follows:
NAME | | ADDRESS |
| | |
F. Steven Mooney | | 802 E. Stanford Avenue |
| | Englewood, Colorado 80110 |
| | |
Abigail S. Mooney | | 802 E. Stanford Avenue |
| | Englewood, Colorado 80110 |
ARTICLE VI
Members
There will be at least two members of this limited liability company upon formation.
ARTICLE VII
Purposes
The purposes for which this limited liability company is formed are to engage in any lawful act or activity for which a limited liability company may be organized under the Colorado Limited Liability Company Act.
ARTICLE VIII
Right to Continue Business
Upon death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which may terminate the continued membership of a member (“Dissolution Event”) in the limited liability company, the business of the limited liability company may be continued so long as there are at least two remaining members and all members consent to the continuation of business. The managers of the limited liability company shall call a special meeting of members within 90 days after the Dissolution Event for purposes of determining whether the business should be continued.
2
ARTICLE IX
Organizers
The names and business addresses of the organizer or organizers are as follows:
NAME | | ADDRESS |
| | |
F. Steven Mooney | | 802 E. Stanford Avenue |
| | Englewood, Colorado 80110 |
| | |
Abigail S. Mooney | | 802 E. Stanford Avenue |
| | Englewood, Colorado 80110 |
IN WITNESS WHEREOF, WE have signed these Articles of Organization this 20TH day of August, 1993, and we acknowledge the same to be our true acts and deeds.
| | | |
| | | Organizer |
| | | |
| | | |
| | | |
| | | Organizer |
| | | |
| | | |
STATE OF COLORADO | ) | | |
| ) ss. | | |
CITY AND COUNTY OF DENVER | ) | | |
The foregoing Articles of Organization were signed and sworn to by F. STEVEN MOONEY and ABIGAIL S. MOONEY as Organizers, who affirmed, under penalty of perjury, that the facts stated herein are true, on this 20TH day of August, 1993.
Witness my hand and official seal.
My Commission Expires: | | |
| | |
| | |
| | |
| | |
| | Notary Public |
3
SS: AMLLC
(Revised 3/93)
Fee: $25.00
Submit in duplicate
Must be typewritten | | | Mail to:
Colorado Secretary of State
Corporations Section
1560 Broadway. Suite 200
Denver, Colorado 80202 |
AMENDMENT TO ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein.
EXACT NAME OF LIMITED LIABILITY COMPANY |
TONOPAH MINERAL RESOURCES LIMITED LIABILITY COMPANY |
|
ADDRESS |
802 E. STANFORD AVENUE |
|
CITY | STATE | ZIP |
ENGLEWOOD | CO | 80110 |
a. There is a change in the name of the limited liability company to:
N/A
b. There is a change in the dissolution date of the limited liability company to: N/A
(Not to exceed 30 years from date of organization)
c. There is a false or erroneous statement or the members desire to change any other statement in the articles of organization. Describe below:
Article V is amended to read as follows:
ARTICLE V
Initial Managers
| The names and business addresses of the initial manager or managers who are to serve as manager or managers until the first annual meeting of the members or until their successors are elected and qualified are as follows: |
| |
| NAME | | ADDRESS |
| F. Steven Mooney | | 802 E. Stanford Avenue |
| | | Englewood, Colorado 80110 |
SS: AMLLC
(Revised 3/93)
Fee: $25.00
Submit in duplicate
Must be typewritten | | | Mail to:
Colorado Secretary of State
Corporations Section
1560 Broadway. Suite 200
Denver, Colorado 80202 |
AMENDMENT TO ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein.
EXACT NAME OF LIMITED LIABILITY COMPANY |
Tonopah Mineral Resources Limited Liability Company |
|
ADDRESS |
802 East Stanford Avenue |
|
CITY | STATE | ZIP |
Englewood | Colorado | 80110 |
a. | There is a change in the name of the limited liability company to: |
| |
| Thompson Creek Metals Company LLC |
| |
b. | There is a change in the dissolution date of the limited liability company to: N/A |
| (Not to exceed 30 years from date of organization) |
| |
c. | There is a false or erroneous statement or the members desire to change any other statement in the articles of organization. Describe below: |
| |
| N/A |
| Mail to: Secretary of State | For office use only |
| Corporations Section | |
Please include a typed | 1560 Broadway, Suite 200 | |
self-addressed envelope | Denver, CO 80202 | |
| (303) 894-2251 | |
MUST BE TYPED | Fax (303) 894-2242 | |
FILING FEE: $25.00 | | |
MUST SUBMIT TWO COPIES | | |
AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:
THOMPSON CREEK METALS COMPANY LLC
Exact name of limited liability company
5241 South Quebec Street, Suite 103
Principal Address
Englewood | CO | 80111 |
City | State | Zip |
CIRCLE ALL THAT APPLY:
A. | There is a change in the name of the limited liability company to: |
| |
| |
B. | There is a change in the dissolution date of the limited liability company to: None, |
| Unlimited duration |
| |
C. | There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization. Describe below: |
| |
D. | All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act. |
| Mail to: Secretary of State | For office use only |
| Corporations Section | |
Please include a typed | 1560 Broadway, Suite 200 | |
self-addressed envelope | Denver, CO 80202 | |
| (303) 894-2251 | |
MUST BE TYPED | Fax (303) 894-2242 | |
FILING FEE: $25.00 | | |
MUST SUBMIT TWO COPIES | | |
AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:
THOMPSON CREEK METALS COMPANY LLC
Exact name of limited liability company
5241 South Quebec Street, #103
Principal Address
Englewood | Colorado | 80111 |
City | State | Zip |
CIRCLE ALL THAT APPLY:
A. | There is a change in the name of the limited liability company to: |
| |
| N/A |
| |
B. | There is a change in the dissolution date of the limited liability company to: Perpetuity |
| |
C. | There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization. Describe below: |
| |
| N/A |
| |
D. | All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act. |
| Mail to: Secretary of State | For office use only |
| Corporations Section | |
Please include a typed | 1560 Broadway, Suite 200 | |
self-addressed envelope | Denver, CO 80202 | |
| (303) 894-2251 | |
MUST BE TYPED | Fax (303) 894-2242 | |
FILING FEE: $25.00 | | |
MUST SUBMIT TWO COPIES | | |
AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:
THOMPSON CREEK METALS COMPANY LLC
Exact name of limited liability company
945 W. Kenyon Avenue
Address
Englewood | Colorado |
City | State |
CIRCLE ALL THAT APPLY:
A. | There is a change in the name of the limited liability company to: |
| |
| TC Metals Company LLC |
| |
B. | There is a change in the dissolution date of the limited liability company to: |
| |
C. | There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization. Describe below: |
| Mail to: Secretary of State | For office use only |
| Corporations Section | |
Please include a typed | 1560 Broadway, Suite 200 | |
self-addressed envelope | Denver, CO 80202 | |
| (303) 894-2251 | |
MUST BE TYPED | Fax (303) 894-2242 | |
FILING FEE: $25.00 | | |
MUST SUBMIT TWO COPIES | | |
AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY
Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:
TC Metals Company LLC
Exact name of limited liability company
945 West Kenyon Avenue
Principal Address
Englewood, | Colorado | 80110 |
City | State | Zip |
CIRCLE ALL THAT APPLY:
A. | There is a change in the name of the limited liability company to: |
| |
| Langeloth Metallurgical Company LLC |
| |
B. | There is a change in the dissolution date of the limited liability company to: |
| |
| N/A |
| |
C. | There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization. Describe below: |
| N/A |
| |
D. | All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act. |
| | Signature | F. Steven Mooney |
| | Manager |
| | |
| | | |
| | | Revised 7/95 |
