EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
CANARGO ENERGY CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of CANARGO ENERGY
CORPORATION resolutions were adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FOUR" so that, as amended, said
Article shall be and read as follows:
(a) The total number of shares of all classes of stock which the Corporation
shall have authority to issue is one hundred and fifty-five million
(155,000,000), in two (2) classes consisting of: (1) A class consisting of five
million (5,000,000) shares of Preferred Stock, par value ten cents ($0.10) per
share (the "Preferred Stock"); and (2) A class consisting of one hundred fifty
million (150,000,000) shares of Common Stock, par value ten cents ($0.10) per
share (the "Common Stock")."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said CORPORATION has caused this certificate to be signed by
ANTHONY POTTER, an Authorized Officer, this 26 day of JUNE, 2000
By : /s/ Anthony Potter
Authorized Officer
Title : Vice President Finance
& Group Controller
Name: Anthony Potter
