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EXHIBIT 1
FORM 19
(Section 348)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Inc. No. 186138
COMPANY ACT
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SPECIAL RESOLUTION
The following special resolution was passed by the undermentioned
company on the date stated:
NAME OF THE COMPANY: DAUGHERTY RESOURCES, INC.
DATE RESOLUTION PASSED: JUNE 30, 1999
1. RESOLVED BY SPECIAL RESOLUTION that:
The Memorandum of the Company be altered by creating 90,000,000 common shares
without par value and 3,800,000 preferred shares without par value and that
paragraph 2 of the Memorandum be altered to read as follows:
2. The authorized capital of the Company consists of 105,000,000
shares divided into 5,000,000 preferred shares without par
value and 100,000,000 common shares without par value.
2. RESOLVED AS A SPECIAL RESOLUTION that:
The Articles of the Company be altered so that the existing Articles 23.1(b) be
deleted and the following substituted therefor:
23.1(b) The preferred shares may be issued from time to time in one
more series. Initially the shares will be authorized as a
single series, but may be expanded to include additional
series pursuant to proper shareholder approval. The preferred
shares may be converted into common shares of the Company at
the election of the holder thereof at any time within two
years of the date of issue of the preferred shares, on a share
for share basis. The
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preferred shares may be converted into common shares of the
Company by the Company at any time within two years of the
date of issue of the preferred shares, on a share for share
basis, if the following conditions are met: (i) the last sales
price per share of the common shares, as noted on the
Company's principal trading exchange, equals or exceeds
US$10.00 for at least 20 consecutive days, and (ii) proper
notice of conversion is given by the Company to the holder no
sooner than one day after, and no later than 10 days after,
the expiration of the referenced 20 consecutive trading day
period. Any preferred shares not converted by the Company or
the holder before the second anniversary of issue. Any
preferred shares converted automatically by the Company on the
second anniversary of issue, shall receive a conversion bonus
of common shares equal to 12 percent of the number of
preferred shares which remain unconverted on the second
anniversary date. Any preferred shares converted by the
Company prior to the second anniversary date shall receive a
conversion bonus of the common shares equal to 0.5 percent per
month of the number of preferred shares which are converted,
times the total number of months elapsed from the date of
issuance of the preferred shares to the date of conversion.
The Memorandum, as altered, is attached hereto as Schedule "A."
Certified a true copy of the 23rd day of August, 1999.
(Signature) /s/ Ron Paton
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(Relationship to Company) Solicitor
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SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL
RESOLUTION OF DAUGHERTY RESOURCES, INC. PASSED ON
THE 30TH DAY OF JUNE, 1999.
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COMPANY ACT
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ALTERED MEMORANDUM
1. The name of the Company is DAUGHERTY RESOURCES, INC.
2. The authorized capital of the Company consists of 105,000,000 shares
divided into 5,000,000 preferred shares without par value and
100,000,000 common shares without par value.
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