Utah Clay Technology, Inc.
Exhibits to Amendment No. 1 to
Form SB-2 Registration Statement
Exhibit
Number Description of Exhibit
3(i) - Articles of Incorporation of Utah Clay Technology,
Inc. and amendments thereto.
3(ii) - Bylaws of Utah Clay Technology, Inc.
5 - Opinion of Thomas J. Kenan on the legality of the
securities being registered.
9 - 2000 Stock Option Plan
10 - White Mountain mining lease, consisting of Amendment
Agreement of November 9, 1992; Mining Lease dated March 1,
1994; Addendum to Mining Lease dated March 15, 2000; and
Addendum to Mining Lease
dated March 27, 2000.
10.1 - Oro Blanco mining lease, consisting of Mining Lease dated
December 31, 1999.
10.2 - Kimberly claims: Mining Lease Agreement (Fullmer-
Engh), dated June 19, 1993; Addendum to Fullmer-
Engh Mining Lease, dated March 15, 2000; Option
(Engh-Kaolin of the West)to Enter Into Mining Lease, dated
September 30, 1996; Option (Kaolin of the West-Utah Clay)
to Enter Into Mining Lease, dated September 30, 1996, to
which is attached an unexecuted Mining Lease; Addendum to
Engh-Kaolin of the West Option to Enter Into Mining Lease,
dated March 27, 2000; and Addendum to Kaolin of the
WestUtah Clay Option to Enter Into Mining Lease dated
March 27, 2000.
10.3 - Koosharem claims: Mining Lease Agreement (Fullmer-
Engh), dated June 19, 1993; Addendum to Fullmer-
Engh Mining Lease, dated March 15, 2000; Option
(Engh-Kaolin of the West)to Enter Into Mining Lease, dated
September 30, 1996; Option (Kaolin of the West-Utah Clay)
to Enter Into Mining Lease, dated September 30, 1996, to
which is attached an unexecuted Mining Lease; Addendum to
Engh-Kaolin of the West Option to Enter Into Mining Lease,
dated March 27, 2000; and Addendum to Kaolin of the West-
Utah Clay Option to Enter Into Mining Lease dated March
27, 2000.
10.4 - Topaz claims: Mining Lease Agreement (Fullmer-Engh),
dated June 19, 1993; Addendum to FullmerEngh Mining Lease,
dated March 15, 2000; Option (Engh-Kaolin of the West)to
Enter Into Mining Lease, dated September 30, 1996; Option
(Kaolin of the West-Utah Clay) to Enter Into Mining Lease,
dated September 30, 1996, to which is attached an
unexecuted Mining Lease; Addendum to Engh-Kaolin of the
West Option to Enter Into Mining Lease, dated March 27,
2000; and Addendum to Kaolin of the WestUtah Clay Option
to Enter Into Mining Lease dated March 27, 2000.
23 - Consent of Thomas J. Kenan, to the reference to him
as an attorney who has passed upon certain information
contained in the Registration Statement.
23.1 - Consent of Kabani & Company, Certified Public Accountants,
independent auditors of the Registrant.
27 - Financial Data Schedule.
#156551
Received
March 01, 1994
State of Utah
Department of Commerce
ARTICLES OF INCORPORATION
OF
UTAH CLAY TECHNOLOGY, INC.
The undersigned natural person, being over the age of eighteen (18)
years, and acting as an incorporator under the provisions of the Utah Revised
Business Corporation Act (hereinafter referred to as the "Act ") adopts the
following Articles of Incorporation:
ARTICLE I
The name of this corporation is Utah Clay Technology, Inc. (the
"Corporation").
ARTICLE II
The Corporation is organized to engage in any lawful act or activity
for which corporations may be organized under the Act.
ARTICLE III
The Corporation is authorized to issue only one class of shares, to be
designated Common Stock. The total number of shares of Common Stock that the
Corporation is authorized to issue is Thirty Million (30,000,000). The Common
Stock of the Corporation shall have a par value of One Cent ($.01) per share and
shall be entitled to receive the net assets of the Corporation upon dissolution.
ARTICLE IV
The shareholders of the Corporation shall have pre-emptive rights with
respect to issuance by the Corporation of shares of its Common Stock.
ARTICLE V
The street address of the initial registered office of the Corporation
is 426 South 500 East, Salt Lake City, Utah, 84102. The name of the initial
registered agent of the Corporation at that address is E. Paul Wood.
ARTICLE VI
The Corporation authorizes indemnification of its directors and
officers, and advancement of expenses, to the extent set forth respectively in
Sections 902 and 904 of the Utah Revised Business Corporation Act.
ARTICLE VII
The name and address of the incorporator of the Corporation is as
follows:
E. Paul Wood, Esq.
LITTLEFIELD & PETERSON ~
426 South 500 East
Salt Lake City, UT 84102
IN WITNESS WHEREOF, the undersigned, being the incorporator of the
Corporation, executes these Articles of Incorporation and certifies to the truth
of the facts herein stated, this 1st day of March, 1994.
/s/E. Paul Wood
---------------------------------------
E. Paul Wood
Incorporator
The appointment of the undersigned as the initial registered agent of
the Corporation is hereby accepted.
/s/E. Paul Wood
---------------------------------------
E. Paul Wood
Registered Agent
Received
October 21, 1996
Utah Div. of
Corp. & Comm. Code
AMENDED
ARTICLES OF INCORPORATION
OF
UTAH CLAY TECHNOLOGY, INC.
The undersigned natural persons, being over the age of eighteen (18)
years, and acting as Board of Directors under the provisions of the Utah Revised
Business Corporation Act (hereinafter referred to as the "Act") adopts the
following Amended Articles of Incorporation:
ARTICLE I
The name of this corporation is Utah Clay Technology, Inc. (the
"Corporation").
ARTICLE II
The Corporation is organized to engage in any lawful act or activity
for which corporations may be organized under the Act.
ARTICLE III
The Corporation is authorized to issue two classes of shares, to be
designated as:
1) Common Stock and;
2) Preferred Stock.
COMMON STOCK:
AUTHORIZED NUMBER OF SHARES: The total number of shares of Common
Stock that the Corporation is authorized to issue is Thirty Million
(30,000,000).
PAR VALUE: The Common Stock of the Corporation shall have a par value
of ONE HUNDREDTH CENT ($.001) per share and shall be entitled to receive the net
assets of the
-1-
Corporation after distribution to Preferred Shares in the event of the
liquidation and dissolution of the Company.
PREFERRED STOCK:
AUTHORIZED NUMBER OF SHARES: The total number of shares of Preferred
Stock that the Corporation is authorized is TEN MILLION SHARES (10,000,000).
PAR VALUE: The Preferred Stock of the Corporation shall have a par
value of ONE HUNDREDTH CENT ($0.001) per share and shall be entitled to receive
the assets of the Corporation over the Company's Common Stock in the event of
the liquidation and dissolution of the Company.
ARTICLE IV
The shareholders of the Corporation shall have pre-emptive rights with
respect to issuance by the Corporation of shares of its Common Stock.
ARTICLE V
The street address of the registered office of the Corporation is 3985
South 2000 East, Salt Lake City, Utah 84124. The name of the registered agent of
the Corporation at that address is Dennis S. Engh.
ARTICLE VI
The Corporation authorizes indemnification of its directors and
officers, and advancement of expenses, to the extent set forth respectively in
Sections 902 and 904 of the Utah Revised Business Corporation Act.
ARTICLE VII
The name and address's of the Board of Directors of the Corporation is
as follows:
-2-
Daniel H. Engh Dennis S. Engh
2340 East Germania Circle 4532 Briarcreek Drive
Sandy, Utah 84093 Salt Lake City, Utah 84117
Darin Engh Tony Lotito
437 East Elise Street 4346 Mullholland Street
Sandy, Utah 84070 Salt Lake City, Utah 84124
Thomas F. Harrison
2930 Millcreek Road
Salt Lake City, Utah 84109
IN WITNESS WHEREOF, the undersigned, being the Board of Directors of
the Corporation, executes these Amended Articles of Incorporation and certifies
to the truth of the facts herein stated, this ___ day of October, 1996.
/s/Daniel H. Engh /s/Dennis S. Engh
- --------------------------- -----------------------------
Daniel H. Engh Dennis S. Engh
/s/Darin Engh /s/Tony Lotito
- --------------------------- -----------------------------
Darin Engh Tony Lotito
/s/Thomas F. Harrison
- ---------------------------
Thomas F. Harrison
The appointment of the undersigned as the registered agent of the
Corporation is hereby accepted.
/s/Dennis S. Engh
---------------------------------
Dennis S. Engh
Registered Agent
-3-
AMENDED
ARTICLES OF INCORPORATION
OF
UTAH CLAY TECHNOLOGY, INC.
The undersigned natural persons, being over the age of eighteen (18)
years, and acting as the Board of Directors under the provisions of the Utah
Revised Business Corporation Act (hereinafter referred to as the "Act") adopts
the following amended Articles of Incorporation:
ARTICLE I
The name of this corporation is Utah Clay Technology, Inc. (the
"Corporation").
ARTICLE II
The Corporation is organized to engage in any lawful act or activity for
which corporations may be organized under the Act.
ARTICLE III
The Corporation is authorized to issue two classes of shares, to be
designated as:
1) Common Stock and;
2) Preferred Stock
COMMON STOCK:
AUTHORIZED NUMBER OF SHARES: The total number of shares of Common
Stock that the Corporation is authorized to issue is Thirty Million
(30,000,000).
PAR VALUE: The Common Stock of the corporation shall have a par value
of ONE HUNDREDTH CENT ($.001) per share and shall be entitled to receive the net
assets of the Corporation after distribution to Preferred Shares in the event of
Received
March 20, 2000
Utah Div. of
Corp. & Comm. Code
the liquidation and dissolution of the Company.
PREFERRED STOCK:
AUTHORIZED NUMBER OF SHARE: The total number of shares of Preferred
Stock that the Corporation is authorized is TEN MILLION SHARES (10,000,000).
PAR VALUE: The Preferred Stock of the Corporation shall have a par
value of ONE HUNDREDTH CENT ($0.001) per share and shall be entitled to receive
the asset of the corporation over the Company's common Stock in the event of
liquidation and dissolution of the Company.
ARTICLE IV
The shareholders of the Corporation shall have no pre-emptive rights with
respect to issuance by the corporation of shares of its Common Stock.
ARTICLE V
The street address of the registered office of the Corporation is 3985
South 2000 East, Salt Lake City, Utah 84124. The name of the registered agent
of the Corporation at that address is Dennis S. Engh.
ARTICLE VI
The Corporation authorizes indemnification of its directors and officers,
and advancement of expenses, to the extent set forth respectively in Section
9092 and 904 of the Utah Revised Business Corporation Act.
ARTICLE VII
The name and address of the Board of Directors of the Corporation is as
follows:
Daniel H. Engh Dennis S. Engh
2340 East Germania Circle 4532 Briarcreek Drive
Sandy, Utah 84093 Salt Lake City, Utah 84117
Darin Engh Tony Lotito
437 East Elise Street 4610 South Naniloa Drive
Sandy, Utah 84070 Salt Lake City, Utah 84124
Thomas F. Harrison
2930 Millcreek Road
Salt Lake City, Utah 84109
IN WITNESS WHEREOF, the undersigned, being the Board of Directors of the
Corporation, executes these Amended Articles of Incorporation and certifies to
the truth of the facts herein stated, this ___ day of March, 2000.
/s/Daniel H. Engh /s/Dennis S. Engh
- --------------------------------- ----------------------------------
Daniel H. Engh Dennis S. Engh
/s/Darin Engh /s/Tony Lotito
- -------------------------------- ----------------------------------
Darin Engh Tony Lotito
/s/Thomas F. Harrison
- --------------------------------
Thomas F. Harrison
The appointment of the undersigned as the registered agent of the
Corporation is hereby accepted.
/s/Dennis S. Engh
----------------------------------
Dennis S. Engh
Registered Agent