ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
UNITED STATES MINING & EXPLORATION, INC.
Pursuant to the provisions of Section 16-1Oa-1006 of the Utah Revised
Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is United States Mining & Exploration,
Inc. (the "Corporation").
SECOND: The following amendments to the Articles of Incorporation of the
Corporation were duly adopted by the stockholders of the Corporation at a
meeting held March 17, 1997, in the manner prescribed by the Utah Revised
Business Corporation Act, to-wit:
ARTICLE XIV
This Corporation shall be entitled to take advantage of any and all
provisions of the Utah Revised Business Corporation Act which was effective on
July 1, 1992, including the right to take action by written consent of fewer
than all of the stockholders of the Corporation, provided that any action taken
by such written consent is approved by the same percentage of stockholders of
each voting group as would be required by such Act.
THIRD: Other amendments adopted provide for a reclassification pursuant to
a reverse split of the outstanding securities of the Corporation; pursuant to an
additional resolution adopted by the stockholders of the Corporation at the
meeting held March 17, 1997, the 42,404,945 one mill ($0.001) par value
outstanding common voting shares were reverse split on a basis of 86.321665 for
one, while retaining the authorized shares at 50,000,000 and the par value at
one mill ($0.001) per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Corporation, and
resulting in a total of approximately 491,243 post-split shares of one mill
($0.001) par value common voting stock being then issued and outstanding,
subject to adjustments resulting from rounding up to the nearest whole share.
FOURTH: The amendments adopting Article XIV to the Articles of
Incorporation and the reverse split of the Corporation's common voting stock
were adopted by the stockholders at the meeting held March 17, 1997, in
accordance with the Utah Revised Business Corporation Act.
FIFTH: These amendments were not adopted by the incorporators or the Board
of Directors without stockholder action.
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SIXTH: (a) The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to wit.
CLASS NUMBER OF SHARES
Common 42,404,945
(b) The number of shares voted for the amendment to add Article XIV to the
Articles of Incorporation was 39,377,870, with none opposing and none
abstaining. The number of shares voted for the reverse split was 39,892,870,
with 485,000 opposing and none abstaining.
IN WITNESS WHEREOF, the undersigned President and Vice President, having
been there into duly authorized, have executed the foregoing Articles of
Amendment for the Corporation under the penalties of perjury this, /S/ 11 day of
April, 1997.
UNITED STATES MINING &
EXPLORATION, INC.
By /S/ JEFF JENSON
Jeffrey D. Jenson
President
Attest:
/S/ SHERYL ROSS
Sheryl Ross, Vice President
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