ATTACHMENT "A"
TO
THE FIRST AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF
PANGEA PETROLEUM CORPORATION
ESTABLISHING
THE CORPORATION'S SERIES A PREFERRED STOCK
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is Pangea Petroleum Corporation, a Colorado corporation.
2. The articles of incorporation of the corporation authorizes the
issuance of 10,000,000 shares of Preferred Stock of the par value of one-tenth
of one cent ($0.001) per share, and expressly vests in the Board of Directors of
the corporation the authority provided therein to issue any or all of said
shares in one or more series and by resolution or resolutions, the designation,
number, full or limited voting powers, or the denial of voting powers,
preferences and relative, participating, optional, and other special rights and
the qualifications, limitations, restrictions, and other distinguishing
characteristics of each series to be issued.
3. The Board of Directors of the corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series A issue of Preferred Stock:
RESOLVED, that the Board of Directors of the Corporation hereby establishes
the designation, number, full or limited voting powers, or the denial of voting
powers, preferences and relative, participating, optional, and other special
rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics of one million five hundred thousand (1,500,000)
of the authorized shares of the preferred stock of the Corporation as follows:
(1) Designation. One million five hundred thousand (1,500,000) of
-----------
the authorized shares of the preferred stock of the corporation are hereby
designated the "Convertible Series A Preferred Stock, $0.001 Par Value"
(referred to hereinafter as the "Series A Preferred Stock").
(2) Voting Rights. Holders of Series A Preferred Stock shall have the
--------------
right to vote on all matters submitted to the corporation's stockholders. With
respect to all such matters, the holders of Series A Preferred Stock shall vote
with the holders of the corporation's Common Stock as a single group. Each
holder of Series A Preferred Stock shall have 5,000 votes (subject to the
adjustment provided in (7) below) for each share of Series A Preferred Stock
owned by such holder.
(3) Dividends. Holders of Series A Preferred Stock shall have the
---------
right to a dividend whenever the Board of Directors of the corporation lawfully
declares a dividend on the corporation's Common Stock. In such event, the
amount of the dividend with respect to each outstanding share of Series A
Preferred Stock shall be 5,000 times (subject to the adjustment provided in (7)
below) the dividend declared with respect to each outstanding share of the
corporation's Common Stock.
(4) Redemption. The holders of the Series A Preferred Stock shall
----------
not be entitled to any right to have their shares of Series A Preferred Stock
redeemed or otherwise repurchased by the corporation. The corporation shall not
be entitled to any right to redeem or otherwise repurchase any shares of Series
A Preferred Stock from any holder.
(5) Liquidation. Up any voluntary or involuntary liquidation,
-----------
dis-solution or winding up of affairs of the corporation, the holders of Series
A Preferred Stock and the holders of the corporation's Common Stock shall share
as a single group in the net assets of the corporation remaining after the
satisfaction of prior claims, and costs and expenses relating to such event;
provided, however, that the amount of net assets distributed with respect to
each outstanding share of Series A Preferred Stock shall be 5,000 times (subject
to the adjustment provided in (7) below) the amount of net assets distributed
with respect to each outstanding share of the corporation's Common Stock
(6) Conversion.
----------
(a) The holders of the Series A Preferred Stock shall not be entitled to any
right to convert voluntarily their shares of Series A Preferred Stock into
shares of the corporation's Common Stock.
(b) Each share of the Series A Preferred Stock shall
automatically, without any requirement on the part of the holder thereof,
convert into 5,000 shares of the corporation's Common Stock (subject to the
adjustment provided in (7) below) upon a reverse stock split of the
corporation's Common Stock in which at least 100 shares or more shall be
combined into one share. As soon as possible upon any automatic conversion of
the Series A Preferred Stock pursuant to this paragraph or otherwise, written
notice shall be given to the former holders thereof. After such notice is
given, and notwithstanding that any certificates for the Series A Preferred
Stock have not been surrendered, the shares of the Series A Preferred Stock
represented thereby shall be deemed to be no longer outstanding, and all rights
with respect thereto shall cease and terminate, except any rights of the holder
to receive the shares of Common Stock to which such holder is entitled upon
conversion. Within ten days after notice is given to the former holders of the
Series A Preferred Stock, such holders shall surrender the one or more
certificates representing such shares, accompanied (if so required by the
corporation) by the proper instrument or instruments of transfer, in form
satisfactory to the corporation, duly executed by the registered holder thereof
or by such holder's attorney duly authorized in writing, together with any
requisite Federal, state or local transfer taxes, to the corpora-tion at its
principal executive office.
(c) No fractional shares of Common Stock shall be issued upon
conversion of any shares of the Series A Preferred Stock. Instead of any
fractional share of Common Stock that would otherwise be issuable upon
conversion of any shares of the Series A Preferred Stock shall be rounded up to
one whole common share.
(7) Adjustments.
-----------
(a) For all purposes hereof, each of the following shall be an
"Affected Item:"
(i) The number of votes per each share of Series A Preferred
Stock that each holder thereof has in accordance with (2) above;
(ii) The multiple by which the amount of the dividend with
respect to each outstanding share of Series A Preferred Stock exceeds the amount
of the dividend with respect to each outstanding share of Common Stock in
accordance with (3) above;
(iii) The multiple by which the amount of the net assets distributed with
respect to each outstanding share of Series A Preferred Stock exceeds the amount
of the net assets distributed with respect to each outstanding share of Common
Stock in accordance with (5) above; and
(iv) The number of shares of the corporation's Common Stock
in which each share of Series A Preferred Stock shall automatically convert in
accordance with (6)(b) above.
(b) If the outstanding shares of the corporation's Common Stock
shall be subdivided into a greater number of shares or a dividend in Common
Stock shall be paid in respect of Common Stock, then each Affected Item in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately increased.
If the outstanding shares of the corporation's Common Stock shall be combined
into a smaller number of shares, then each Affected Item in effect immediately
prior to such combination shall, simultaneously with the effectiveness of such
combination, be proportionately reduced.
*****************************
4. The articles of incorporation of the corporation are hereby amended
to add the receding provisions regarding the designation, preferences,
limitations and relative rights of the corporation's Series A Preferred Stock.
5. The corporation's Board of Directors duly adopted this amendment on
December 31, 2008 in accordance with Section 7-106-102 of the Colorado Business
Corporation Act.
Signed on December 31, 2008
By: /s/ Alan Premel
Name: Alan Premel
Title: President