Mag Magna Corp 8-K, filed Jan 27, 2026
Mag Magna Corp (MGNC)
About this 8-K
Mag Magna Corp filed this 8-K on January 27, 2026, reporting on events of January 5, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January
27, 2026 (
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(Exact name of registrant as specified in its charter) |
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| (Address of Principal Executive Offices) | (State or other jurisdiction of incorporation or organization) |
(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
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| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On January 19, 2026, Mag Magna Corp., a Wyoming corporation (the “Company”), the Company entered into a purchase agreement (the “Purchase Agreement”) relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona (collectively, the “Properties”). The purchase price for the Properties is $300,000 in cash and 2,000,000 shares of common stock of the Company, to be issued within six months of the closing date at a deemed price of $5.00 per share, for a total agreed upon purchase price of $10,300,000 for the Properties. The cash portion of the Purchase Price is payable, as follows: (a) $25,000 within 30 days of closing; $25,000 within 90 days of closing; $25,000 within 120 days of closing; $125,000 on the first anniversary of closing date; and $100,000 on the second anniversary of closing date. In addition, under the Purchase Agreement, the seller of the Properties retains a 2% net smelter return royalty on any commodities produced from the Properties or from the Area of Interest (defined as the area contained by the outer boundaries of the Properties) by the Company or an affiliate of the Company.
Under the Purchase Agreement, the Company is required to actively explore the Properties with a view to determining their mineral potential and the prospects for their development and future production. Minimum work requirements of the Company are $100,000 and $200,000 for 2026 and 2027, respectively.
The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report.
Change in Plan of Business
Upon the change in control of the Company, the Company’s Board of Directors determined to pursue the acquisition and exploitation of rare earth minerals. The acquisition of the Properties is the first action taken in furtherance of the Company’s new plan of business. All future available capital will be applied to the pursuit of such new plan of business. The prior business of the Company focused on certain aspects within the chicken farming industry is not currently being pursued by the Company.
Item 3.02 Unregistered Sales of Equity Securities.
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to Harpreet Sangha, its sole officer and director and holder of the majority voting power. While Mr. Sangha held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to Mr. Sangha.
The issuance of the Series X Share by the Company to Mr. Sangha was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to only one person, the lack of any general solicitation or advertising in connection with such issuance, that such issuee is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that such issuee acquired the Series X Share for its own account and without a view to distribute such Series X Share.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Directors
On January 15, 2026, the Board of Directors of the Company increased the number of members of the Board of Directors from one (1) to three (3). To fill the vacancies created by such member expansion, Jamal (Jamie) Khurshid and Michael D. Noonan (the “New Directors”) were appointed as Directors of the Company.
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Certain information regarding the backgrounds of the New Directors is set forth below.
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Jamal (Jamie) Khurshid. Mr. Khurshid, 51, is a Fintech Veteran with deep sector experience as executive director at Goldman Sachs, Credit Suisse, and the Royal Bank of Scotland. Known in capital markets for leading two consortium ventures, (IHS) Markit Boat for European MiFID regulatory transparency and LSEG`s Turquoise MTF. Jamie is recognized for defining the first voluntary transparency regime for the global bullion market on behalf of the London Bullion Market Association, authorized by the Bank of England with oversight from the UK FCA. He has been a joint partner of Cinnober Financial Technology, a Swedish Fintech that operated global exchanges and clearing houses, and was sold to Nasdaq.
He is the founder and Chairman of Jacobi Asset Management, Europe's first and only spot Bitcoin ETF issuer. Jamie is also co-founder of Digital RFQ, an FCA registered payments platform facilitating global cross border payments through the use of blockchain technology. He sold Digital RFQ to US listed Nukkleus Inc (Nasdaq:NUKK) where he was an executive board member, Chief Operating Officer and CEO.
He was a board member at Financial Strategies Acquisition Corp and chair of the audit committee and board member at Bannix Acquisition Corp (Nasdaq:BNIX) that successfully completed a business combination with VisionWave Holdings trading under ticker (Nasdaq:VWAV)
Jamie was voted by Financial News as one of the top 40 under 40 in trading and technology in 2015 and named in the 'Exchange invest' Top 1000 most influential people in global financial markets in 2017.
Notable Achievements: Led the bank consortium launch of the first European MiFID regulatory transparency platform Boat Services in 2007 and subsequently sold to IHS Market; Led the bank consortium launch of the first European Multilateral Trading Facility (MTF) Turquoise in 2008 and subsequently sold the business to the London Stock Exchange Group; Launched the leading regulatory transparency business under Europe's MiFID II Regulation called TRADEcho as a joint venture with the London Stock Exchange Group; Wrote the transparency rules for global precious metals with the LBMA and BoE; Launched the first bilateral OTC market for voice brokered commodities starting with Norwegian salmon market in 2019; Launched the first institutional cross border payments rails on blockchain using stablecoins in 2020 that despac'd under the Gensler led SEC administration onto Nasdaq in 2023; Launched the first and only Bitcoin ETF in Europe in 2023, 6 months ahead of Blackrock and others in the USA.
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Michael D. Noonan. Mr. Noonan, 67, is the principal of Noonan Advisors, LLC and provides comprehensive financial advisory services and functional roles to public companies. He offers consultation in many areas including corporate governance, corporate finance, initial public offering, strategic planning and analysis, investor relations, and financial public relations. He has worked in many jurisdictions including the United States, Canada, European Union, as well as several countries in the Middle East, Africa and Asia.
Mr. Noonan also serves on several public company boards in a variety of industries and sectors. Most recently, Michael was appointed as the Chief Financial Officer of Cytovia Therapeutics Inc., a biotech company, to complete an Initial Public Offering. Previous experience includes Finjan Holdings, Inc., (Nasdaq: FNJN) a cybersecurity and intellectual property company, where he served as Chief Financial Officer & Treasurer from 2014 until 2019. Prior to Finjan, Mr. Noonan served as the CFO of Sky Petroleum Inc.(OTCBB: SKPI), an international oil and gas exploration and development company, from 2005 until 2013, and served as a member of Sky Petroleum's board of directors from 2005 until 2014. Mr. Noonan also served as a Senior Director of Finance for Forgent Networks (Nasdaq: FORG), an intellectual property company, from 2002 to 2005, where he was responsible for finance, investor relations, human resources and mergers and acquisitions. Prior to Forgent, Mr. Noonan worked for Pierpont Communications, an investor and public relations firm, where he was a Senior Vice President. Mr. Noonan has also served as Director of Investor Relations and Corporate Communications at Integrated Electrical Services, (NYSE: IEE) an electrical services company, and Manager of Investor Relations and Public Affairs for Sterling Chemicals, (NYSE: STYX), a manufacturer of commodity petrochemicals.
Mr. Noonan received a BBA in Business Administration and Economics from Simon Fraser University in British Columbia, Canada; an MBA from Athabasca University in Alberta, Canada; and an Executive JD from Concord Law School at Purdue University Global in Los Angeles, California. |
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Changes in Executive Officers
Effective January 27, 2026, the Company’s Board of Directors appointed Harpreet Sangha as Chairman of the Board; concurrently, the Board of Directors appointed Jamal (Jamie) Khurshid as Chief Executive Officer, President and Secretary of the Company and Michael D. Noonan was appointed as Chief Financial Officer and Treasurer of the Company. Certain information regarding the background of Messrs. Khurshid and Noonan is set forth above.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Articles of Amendment to Articles of Incorporation
On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”). The following provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 500,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles [see paragraph 7 below], the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
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| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
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| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
The foregoing description of the Amended and Restated Articles is qualified in its entirety by the full text of the Amended and Restated Articles, which is filed as Exhibit 3.1 to, and incorporated by reference in, this Current Report.
Amended and Restated Bylaws
On January 15, 2026, the Board of Directors of the Company adopted Amended and Restated Bylaws (the “Restated Bylaws”), to provide the Company and its shareholders with a more modern framework for corporate governance.
The foregoing description of the Restated Bylaws is qualified in its entirety by the full text of the Restated Bylaws, which is filed as Exhibit 3.2 to, and incorporated by reference in, this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 2, 2026, Harpreet Sangha, the holder of the majority voting power of the Company, approved the adoption and filing of the Amended and Restated Articles with the State of Wyoming.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description | |
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3.1 |
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| 3.2 | Amended and Restated Bylaws | |
| 10.1 | Purchase Agreement among the Company, American Lithium Minerals, LLC and Searchlight Strategic Resources, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAG MAGNA CORP. | ||||||
| Date: January 27, 2026 | By: |
/s/ Jamal Khurshid | ||||
| Jamal Khurshid | ||||||
| Chief Executive Officer | ||||||
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Exhibit 3.1
Docuslgn Envek>pe ID: 72CB9D9C - E90A - 4EEB - B795 - 8DB50C470130 P - Amendment - RevisedJune2021 Wyoming Secretary o Herschler Building East, SL 122 W25th Street Cheyenne, WY 82002 - C Ph. 307.TT7.7311 Email: Business@wvo 1cu - WY Secretary of State FILED: 01/13/2026 09:52 All Original ID: 2021 - 001036885 Amendment ID: 2026 - 006314754 - � ~ - ---------------- -------- - Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State's records.) !Mag Magna Corp. 2. Artl .cle number(s) L . 1 _ - _v_ i ......, I 1 · s amen d e d as " lO ' 11 ows: *See checklist below for article number Information. See attached. 3 . If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment . This amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was adopted on l . o . _ . 1_/0_21_2_0_2_6 , (Date - mmlddlyyyy)
Docusign Envelope ID: 72CB909C - E90A - 4EEB - B795 - 8OB50C470130 P - Amendment - Revised June 2021 5. Approval of the amendment: (Please check ll!m..!lM, appropriate.field to indicate the party approving the amendment.) D Share s an d issue d no t wer e the board of director s or incorporator s have adopted the amendment. OR [lJ Shares were issued and the board of directors have adopted the amendment without shareholder Ƒ approval, in compliance with W.S. 17 - 16 - 1005. OR Shares were issued and the board of directors have adopted the amendment with shareholder approval, in compliance with W.S. 17 - 16 - 1003. Print Name: jHarpreet Sangha Title: 'Chief Executive Officer Date: 101/02/2026 (mmlddlyyyy) I Contact Person: I Eric Newlan . - ========== I Daytim e Phone Number: 1940 - 367 - 6154 Email: jeric@newlanpllc.com (An email tlildress is 1'!'1,llired. Email(s) provided will receive important reminders, notices and filing evidence.) Checklist Filing Fee: $60.00 Make check or money order payable to Wyoming Secretary of State. Processing time is up to 15 business days following the date of receipt in our office. *Refer to original articles of incorporation to determine the specific article number being amended or use the next number in sequence if you are adding an article. Article number(s) is not the sanut as the filing ID number. W Please mail with payment to the address at the top of this form. Thill form cannot be accepted via emaiL [Z] Please review the form prior to submission. The Secretary of State's Office is unable to process incomplete forms.
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MAG MAGNA CORP. The undersigned, Harpreet Sangha, President and Chief Executive Officer of Mag Magna Corp . , a Wyoming corporation (the "Corporation"), does hereby certify : I. He is the President, Chief Executive Officer and Secretary of the Corporation. 2. The Amended and Restated Articles of Incorporation set forth below consolidate all previous amendments into a single document. 3. The Amended and Restated Articles oflncorporation set forth below have been duly approved by the Board of Directors of the Corporation in accordance with the laws of the State of Wyoming. 4. The Amended and Restated Articles oflncorporation set forth below have been duly approved by the required written consent of shareholders of the Corporation in accordance with the laws of the State of Wyoming. 5. The Articles oflncorporation of the Corporation are hereby amended and restated in their entirety with the Amended and Restated Articles ofincorporation set forth below all of which supersedes and take the place of the existing Articles of Incorporation and all prior amendments thereto and restatements thereof : ARTICLE I - NAME OF THE CORPORATION The name of the corporation shall be: Mag Magna Corp. (the "Corporation"). ARTICLE II - NAME AND ADDRESS OF REGISTERED AGENT The address of the registered office of the Corporation in the State of Wyoming is 30 N . Gould Street, Suite R, Sheridan, Wyoming 8280 I . The name of the Corporation's registered agent at the address is Registered Agents, Inc . Either the registered office or the registered agent may be changed in the manner provided by law . The Corporation consents to accept electronic service of process at filings@registeredagentsinc . com, under the circumstances specified in W . S . 17 - 28 - 104 (e) . ARTICLE III - PERPETUAL DURATION OF THE CORPORATION The period of this Corporation's duration is perpetual. ARTICLE IV - PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Wyoming Business Corporation Act other than the banking business, the trust corporation business or the practice of a profession permitted to be incorporated by the Wyoming Business Corporation Act ARTICLE V - AUTHORIZED CAPITAL A. Authorize d Capital . The aggregate number of shares of all classes of capital stock which this Corporation shal l have authority to issue is 510 , 000 , 000 shares, of which l 0 , 000 , 000 share s shal l be shares of preferred stock, par value of $ . 001 per shar e ("Preferred Stock"), and 500 , 000 , 000 shares shal l be shares of common stock, par value of $ . 001 per shar e ("Common Stock") . (1) Preferred Stock . Notwithstanding the designation of the class of Series X Preferred Stock designated in Article XIII, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative rights and ,Preferences as between different series, shall be established in accordance with the Wyoming Business Corporation Act by the board of directors of the Corporation AMENDE � ND RESTATED ARTICLES OF INCORPORATION I PAGE 1
("Board of Directors") . Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board ofDirectors creating any series of Preferred Stock, the holders of any such series shall have no voting power . ( 2 ) Common Stock . The holders of Common Stock shall have and possess all rights as shareholders of the Corporation, including such rights as may be granted elsewhere by these Articles oflncorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock . The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote, B. Dividends . Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends on the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine . C. No Assessment . The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation . D. Value . Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock when issued shall be fully paid and non - assessable . E. Restrictions . The Board of Directors shall have the authority to impose restrictions upon the transfer of the capital stock of the Corporation as it deems necessary in the best interests of the corporation or as required by law . ARTICLE VI - CUMULATIVE VOTING Cumulative voting for the election of directors shall not be permitted. ARTICLE VII - PREEMPTIVE RIGHTS No holder of any stock of the Corporation shall be entitled, as a matter ofright, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the governing board of the Corporation . ARTICLE VIII - GOVERNING BOARD The governing board of this Corporation shall be known as directors, and the number of the directors may from time to time be increased or decreased in such manner as shall be permitted by the bylaws of this Corporation . There shall not be fewer than one member of the Board of Directors . ARTICLE IX - SHAREHOLDER VOTING ON CORPORATE ACTIONS Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Corporation entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law . AMENDEOO.ND RESTATED ARTICLES OF INCORPORATION I PAGE 2
ARTICLE X - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS A. Liability for Monetary Damages . The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that ( 1 ) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, ( 2 ) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles oflncorporation becomes effective, or (f) any of the acts set forth in Section 17 - 16 - 202 of the Wyoming Business Corporations Act and ( 3 ) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors . The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative ofany such person, against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan . The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible . B. Expenses . The Corporation shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law . C. Repeal or Modification . Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation or other person entitled to indemnification existing at the time of such repeal or modification . ARTICLE XI - LIMITATIONS OF LIABILITY A. Limitation of Liability . Notwithstanding Wyoming law, specifically Section 17 - 16 - 202 of the Wyoming Business Corporations Act, or the provisions of these Articles oflncorporation, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation oflaw, or (iii) for any transaction from which the director derived an improper personal benefit . If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended . B. Repeal or Modification . Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification . AMENDEIPAND RESTATED ARTICLES OF INCORPORATION I PAGE 3
ARTICLE XII - ACTIONS OF SHAREHOLDERS A. Meetings . Meetings of shareholders shall be held at such time and place as provided in the bylaws of the Corporation or by resolution of the board of directors . B. Quorum . At all meetings of the shareholders, the presence of 50 % of all votes entitled to be cast at the beginning of a meeting shall constitute a quorum . C. Required Approval . Notwithstanding the provisions of these Articles, any action for which the Wyoming Business Corporations Act requires the approval of two - thirds of the shares or any class or series or voting group entitled to vote with respect thereto, unless otherwise provided in the Articles of Incorporation, shall require for approval, the affirmative vote of 50 % of the shares or any class or series or voting group outstanding and entitled to vote thereon . D. Vote Procedure. Any vote of the shareholders of the Corporation may be taken either: (1) at a meeting called for such purpose or, (2) by the written consent of the shareholders in lieu of a meeting provided that shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing . ARTICLE XIII - DESIGNATION OF SERIES X PREFERRED STOCK A. Designation of Series X Preferred Stock . One ( 1 ) share of the Corporation's authorized shares of Preferred Stock, $ 0 . 001 par value per share, is hereby designated as "Series X Preferred Stock" and having the characteristics set forth below . B. Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. C. Voting . The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two ( 2 ) times the sum of : (1) The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders ; plus (2) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights . D. Conversion. The Series X Preferred Stock shall possess no rights of conversion. E. Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. F. Dividends. The Series X Preferred Stock shall possess no dividend rights. G. Protection Provisions . The Corporation shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock . H. Waiver . Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock . AMENDEJA \ .ND RESTATED ARTICLES OF INCORPORATION I _.PAGE 4
I. No Other Rights or Privileges . Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock . ARTICLE XIV - CONFLICTING INTEREST TRANSACTIONS No contract or other transaction between the Corporation and one ( 1 ) or more of its directors or any other Corporation, firm, association, or entity in which one (I) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if : A. The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifie s the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consent s of such interested directors ; B. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent ; or C. The contract or transaction is fair and reasonable to the Corporation . Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction . ARTICLE XV - SEVERABILITY In the event any provision (including any provision within a single article, section, paragraph or sentence) of these Articles oflncorporation should be determined by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the remaining provisions and parts hereof shall not be in any way impaired and shall remain in full force and effect and enforceable to the fullest extent permitted by law . IN WITNESS WHEREOF, I have hereunto set my hand as of the 2 nd day ofJanuary, 2026 , hereby declaring and certifying that the facts stated herein are true . MAG MAGNA CORP. By: Isl Harpreet Sangha Harpreet Sangha President AMENDEo5AND RESTATED ARTICLES OF INCORPORATION I PAGE 5
RECEIPT Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 RECEIPT INFORMATION NEWLAN LAW FIRM PLLC 2201 LONG PRAIRIE RD STE 107 - 762 FLOWER MOUND, TX 75022 Receipt #: Receipt Date: Processed By: 004809252 01/13/2026 Kim McColl Description of Charges Reference DO NOT PAY! This is not a bill. Quantity Unit Price Total Restated Articles - Profit Corporation - Domestic 2026 - 006314 754 1 $60.00 TOTAL CHARGES PAID $60.00 $60.00 Description of Payment Reference Amount Payment - Check I Money Order 1199 TOTAL PAYMENT $60.00 $60.00 In Reference To: Mag Magna Corp (2021 - 001036885); Amendment ID: 2026 - 006314754 PAD or Billing Questions? (307) 777 - 5343 SOSAdminServices@wyo.gov Page 1 of 1
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
MAG MAGNA CORP.
ARTICLE I — OFFICES
1.1 Principal Office. The principal office and place of business of Mag Magna Corp. (the “Corporation”) shall be at such location as may be determined from time to time by board of directors of the Corporation (the “Board of Directors”).
1.2 Other Offices. Other offices and places of business either within or without the State of Wyoming may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation’s resident agent is the registered office of the Corporation in Wyoming.
ARTICLE II — STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of stockholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting.
2.2 Special Meetings.
(a) Subject to the rights of the holders of preferred stock, if any, special meetings of the stockholders may be called by the Chairman of the Board, if any, or the Chief Executive Officer, if any, or, if there be no Chairman of the Board and no Chief Executive Officer, by the President, and shall be called by the Secretary upon the written request of at least a majority of the authorized number of directors. Such request shall state the purpose or purposes of the meeting.
(b) Subject to the rights of the holders of preferred stock, if any, special meetings of the stockholders may be called if the holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise provided in the Articles of Incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of demands sufficient in number to require the holding of a special meeting.
(c) No business shall be acted upon at a special meeting of stockholders, except as set forth in the notice thereof.
2.3 Place of Meetings. Any meeting of the stockholders of the Corporation may be held at the Corporation’s registered office in the State of Wyoming or at such other place within or without of the State of Wyoming and United States as may be designated in the notice of meeting. A waiver of notice signed by all stockholders entitled to vote may designate any place for the holding of such meeting.
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2.4 Notice of Meetings; Waiver of Notice.
(a) The Chairman of the Board, President, Chief Executive Officer, if any, a Vice President, the Secretary, an Assistant Secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the stockholders written notice of any stockholders’ meeting not less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called. The notice shall contain or be accompanied by such additional information as may be required by the Wyoming Statutes (“WS”).
(b) In the case of an annual meeting, subject to Section 2.13 below, any proper business may be presented for action, except that (1) if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan; and (2) if a proposed action creating dissenters’ rights is to be submitted to a vote, the notice of the meeting must state that the stockholders are or may be entitled to assert dissenters’ rights under the WS and be accompanied by a copy of those sections.
(c) A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any stockholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such stockholder at the registered office of the Corporation.
(d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.
(e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.
(f) Attendance in person at any meeting of stockholders shall constitute a waiver of notice of such meeting.
2.5 Determination of Stockholders of Record.
(a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.
(b) If no record date is fixed, the record date for determining stockholders: (1) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
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2.6 Quorum; Adjourned Meetings.
(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Wyoming, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.
(b) If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record as of the new record date. The stockholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough stockholders to leave less than a quorum of the voting power.
2.7 Voting.
(a) Unless otherwise provided in the WS, in the Articles of Incorporation or in the resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name at the close of business on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual at the close of business on the record date (including pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy. With respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand of record in the name of the receiver; provided, that the order of a court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.
(c) With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (1) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the Chairman of the Board, if any, president, chief executive officer, if any, or any vice president of such corporation; and (2) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the Corporation of satisfactory evidence of his authority to do so.
(d) Notwithstanding anything to the contrary contained herein and except for the Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.
(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such stockholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
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(f) With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast, as follows:
(1) If only one person votes, the vote of such person binds all.
(2) If more than one person casts votes, the act of the majority so voting binds all.
(3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.
(g) If a quorum is present, unless the Articles of Incorporation, these Bylaws, the WS or other applicable law provide for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the stockholders by the laws of the State of Wyoming, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.
(h) If a quorum is present, directors shall be elected by a majority of the votes cast.
2.8 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Wyoming, another person or persons to act as a proxy or proxies. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Wyoming.
2.9 Action Without Meeting.
(a) Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Wyoming, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in the WS. If the action which is consented to is such as would have required the filing of a certificate under any section of the WS if such action had been voted on by stockholders at a meeting thereof, then the certificate under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with the WS.
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2.10 Organization.
(a) Meetings of stockholders shall be presided over by the Chairman of the Board, or, in the absence of the chairman, by the Vice-Chairman of the Board, or in the absence of the Vice-Chairman, the President, or, in the absence of the President, by the chief executive officer, if any, or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence of such designation by the Board of Directors, by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as Secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitation on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.
(b) The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (1) ascertain the number of shares outstanding and the voting power of each; (2) determine the number of shares represented at a meeting and the validity of proxies or ballots; (3) count all votes and ballots; (4) determine any challenges made to any determination made by the inspector(s); and (5) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
2.11 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally or by the terms of these Bylaws required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.
2.12 Director Nominations. Subject to the rights, if any, of the holders of preferred stock to nominate and elect directors, nominations of persons for election to the Board of Directors of the Corporation may be made by the Board of Directors or by a committee appointed by the Board of Directors.
ARTICLE III — DIRECTORS
3.1 General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in the WS or the Articles of Incorporation.
3.2 Number, Tenure, and Qualifications. The Board of Directors of the Corporation shall consist of at least one (1) individual and not more than seven (7) individuals. The number of directors within the foregoing fixed minimum and maximum may be established and changed from time to time by resolution adopted by the Board of Directors of the Corporation without amendment to these Bylaws or the Articles of Incorporation. Each director shall hold office until his successor shall be elected or appointed and qualified or until his earlier death, retirement, disqualification, resignation or removal. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. No provision of this Section shall be restrictive upon the right of the Board of Directors to fill vacancies or upon the right of the stockholders to remove directors as is hereinafter provided.
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3.3 Chairman of the Board. The Board of Directors shall elect a Chairman of the Board from the members of the Board of Directors who shall preside at all meetings of the Board of Directors and stockholders at which he shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him by the Board of Directors, these Bylaws or as may be provided by law.
3.4 Vice-Chairman of the Board. The Board of Directors shall elect a Vice-Chairman of the Board from the members of the Board of Directors who shall preside at all meetings of the Board of Directors and stockholders at which he shall be present and the Chairman is not present and shall have and may exercise such powers as may, from time to time, be assigned to him by the Board of Directors, these Bylaws or as may be provided by law.
3.5 Removal and Resignation of Directors. Subject to any rights of the holders of preferred stock and except as otherwise provided in the WS, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66-2/3%) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors (voting as a single class) excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred. In addition, the Board of Directors of the Corporation, by majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the Chairman of the Board, if any, the President or the Secretary, or in the absence of all of them, any other officer.
3.6 Vacancies; Newly Created Directorships. Subject to any rights of the holders of preferred stock, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of the class to which he has been elected expires, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.
3.7 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date and hour for holding regular meetings between annual meetings.
3.8 Special Meetings. Except as otherwise required by law, and subject to any rights of the holders of preferred stock, special meetings of the Board of Directors may be called only by the Chairman of the Board, if any, or if there be no Chairman of the Board, by the Chief Executive Officer, if any, the President, or the Secretary, and shall be called by the Chairman of the Board, if any, the President, the Chief Executive Officer, if any, or the Secretary upon the request of at least a majority of the authorized number of directors. If the Chairman of the Board, or if there be no Chairman of the Board, each of the President, Chief Executive Officer, if any, and Secretary, refuses or neglects to call such special meeting, a special meeting may be called by a written request signed by at least a majority of the authorized number of directors.
3.9 Place of Meetings. Any regular or special meeting of the directors of the Corporation may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.
3.10 Notice of Meetings. Except as otherwise provided in Section 3.8 above, there shall be delivered to each director at the address appearing for him on the records of the Corporation, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any meeting (a) by delivery of such notice personally, (b) by mailing such notice postage prepaid, (c) by facsimile, (d) by overnight courier, (e) by telegram, or (f) by electronic transmission or electronic writing, including, but not limited to, email. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via facsimile, by electronic transmission or electronic writing, including, but not limited to, email, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.
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3.11 Quorum; Adjourned Meetings.
(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.
(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
3.12 Manner of Acting. Except as provided in Section 3.14 below, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.
3.13 Super-majority Approval. Notwithstanding anything to the contrary contained in these Bylaws or the Articles of Incorporation, the following actions may be taken by the Corporation only upon the approval of two-thirds of the directors present at a meeting at which a quorum is present is the act of the Board of Directors:
(a) any voluntary dissolution or liquidation of the Corporation;
(b) the sale of all or substantially all of the assets of the Corporation; or
(c) the filing of a voluntary petition of bankruptcy by the Corporation.
3.14 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a telephone conference or video or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 3.14 constitutes presence in person at the meeting.
3.15 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.
3.16 Powers and Duties.
(a) Except as otherwise restricted by the laws of the State of Wyoming or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.
(b) The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may (1) require that any votes cast at such meeting shall be cast by written ballot and/or (2) submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.
(c) The Board of Directors may, by resolution passed by a majority of the board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
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3.17 Compensation. The Board of Directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this subsection, such compensation is presumed to be fair to the Corporation, unless proven unfair by a preponderance of the evidence.
3.18 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in the absence of the Chairman of the Board by the Vice-Chairman, or in his absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.
ARTICLE IV — OFFICERS
4.1 Election. The Board of Directors, at its annual meeting, shall elect and appoint a President, a Secretary and a Treasurer. Said officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the board, and shall have such powers and duties and be paid such compensation as may be directed by the board. Any individual may hold two or more offices.
4.2 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.
4.3 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
4.4 Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation, and shall perform such other duties and have such other powers as are delegated to him by the Board of Directors, these Bylaws or as may be provided by law.
4.5 President. The President, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The President shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The President shall perform such other duties and have such other powers which are delegated and assigned to him by the Board of Directors if any, these Bylaws or as may be provided by law.
4.6 Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the President, or at the President’s request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the President, shall perform all of the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on the President. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him by the Board of Directors, the President, these Bylaws or as may be provided by law.
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4.7 Secretary. The Secretary shall attend all meetings of the stockholders, the Board of Directors and any committees, and shall keep, or cause to be kept, the minutes of proceeds thereof in books provided for that purpose. He shall keep, or cause to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall be custodian of the corporate seal, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct. The Secretary shall perform all other duties commonly incident to his office and shall perform such other duties which are assigned to him by the Board of Directors, the chief executive officer, if any, the President, these Bylaws or as may be provided by law.
4.8 Assistant Secretaries. An Assistant Secretary shall, at the request of the Secretary, or in the absence or disability of the Secretary, perform all the duties of the Secretary. He shall perform such other duties as are assigned to him by the Board of Directors, the chief executive officer, if any, the President, these Bylaws or as may be provided by law.
4.9 Treasurer. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The Treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the Chairman of the Board, if any, the chief executive officer, if any, or the President. The Treasurer shall perform all other duties commonly incident to his office and such other duties as may, from time to time, be assigned to him by the Board of Directors, the chief executive officer, if any, the President, these Bylaws or as may be provided by law. The Treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the Treasurer and for restoration to the Corporation, in the event of the Treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the Treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer has not been appointed, the Treasurer may be deemed the chief financial officer of the Corporation.
4.10 Assistant Treasurer. An Assistant Treasurer shall, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all the duties of the Treasurer. He shall perform such other duties which are assigned to him by the Board of Directors, the chief executive officer, the President, the Treasurer, these Bylaws or as may be provided by law. The Board of Directors may require an Assistant Treasurer to give a bond to the Corporation, at the Corporation’s expense, in such sum and with such security as it may approve, for the faithful performance of his duties, and for restoration to the Corporation, in the event of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the Assistant Treasurer’s custody or control and belonging to the Corporation.
4.11 Execution of Negotiable Instruments, Deeds and Contracts. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons. Any officer of the Corporation shall be authorized to attend, act and vote, or designate another officer or an agent of the Corporation to attend, act and vote, at any meeting of the owners of any entity in which the Corporation may own an interest or to take action by written consent in lieu thereof. Such officer or agent, at any such meeting or by such written action, shall possess and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership of such interest.
ARTICLE V — CAPITAL STOCK
5.1 Issuance. Shares of the Corporation’s authorized stock shall, subject to any provisions or limitations of the laws of the State of Wyoming, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.
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5.2 Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the President, the chief executive officer, if any, or a vice president, and by the Secretary or an Assistant Secretary, of the Corporation (or any other two officers or agents so authorized by the Board of Directors), certifying the number of shares of stock owned by him, her or it in the Corporation.
Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation’s organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share, if any, represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid.
5.3 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the Corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the Treasurer or the Board of Directors shall require which shall indemnify the Corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.
5.4 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the Corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the Corporation with another Corporation or the conversion or reorganization of the Corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.
5.5 Transfer of Shares. No transfer of stock shall be valid as against the Corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the Corporation.
5.6 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars of transfer.
5.7 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.
ARTICLE VI — DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Wyoming and the Articles of Incorporation, by the Board of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 2.5 above, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution.
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ARTICLE VII — RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
7.1 Records. All original records of the Corporation, shall be kept at the principal office of the Corporation by or under the direction of the Secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.
7.2 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.
7.3 Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.
ARTICLE VIII — INDEMNIFICATION
8.1 Indemnification and Insurance.
(a) Indemnification of Directors and Officers.
(1) For purposes of this Article VIII,
(A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as herein defined), by reason of the fact that he is or was a director or officer of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or is or was serving in any capacity at the request of the Corporation as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and
(B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.
(2) Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Wyoming law, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to the WS or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to the WS or did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he had reasonable cause to believe that his conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his capacity as a stockholder.
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(3) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his heirs, executors and administrators.
(4) The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. To the extent that a director or officer of the Corporation is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred in by him in connection with the defense.
(b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
(c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of stockholders or directors, or otherwise.
(d) Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, member, managing member or agent, or arising out of his status as such, whether or not the Corporation has the authority to indemnify him against such liability and expenses.
(e) Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following: (1) the creation of a trust fund; (2) the establishment of a program of self-insurance; (3) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (4) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.
(f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Section may be provided by the Corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (1) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (2) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
8.2 Amendment. The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X below), no repeal or amendment of these Bylaws shall affect any or all of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article X hereof; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.
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ARTICLE IX — CHANGES IN Wyoming LAW
References in these Bylaws to Wyoming law or the WS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article VIII hereof, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
ARTICLE X — AMENDMENT OR REPEAL
10.1 Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind these Bylaws.
10.2 Stockholders. Notwithstanding Section 10.1 above, these Bylaws may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.
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Exhibit 10.1
Purchase Agreement
Hicks Dome and Kingman Rare Earth Projects
This Purchase Agreement (“Agreement”) is made and entered into by and between American Lithium Minerals, LLC, an Arizona limited liability company, Searchlight Strategic Resources, LLC, an Arizona limited liability company both with the address of 6440 Sky Pointe Dr., Ste 140-149, Las Vegas, NV 89131 (“Seller”), and Mag Magna Corp., a Wyoming corporation with an address of 4005 West Reno Ave., Las Vegas, NV 89118 (“Buyer”);
Recitals
A. Seller owns private mineral rights (21 parcels) situated in Hardin County, Illiinois, more particularly described in Schedule “A” below and three (3) unpatented lode mining claims situated in Mohave County, Arizona, more particularly described in Schedule “B” below.
B. Buyer desires to purchase from Seller and Seller desires to sell to Buyer all of Seller’s right, title and interest in and to the private mineral rights on the terms and conditions described below.
Now, therefore, in consideration of their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
| 1. | Definitions. |
1.1. “Area of Interest” means the area contained by the outer boundaries of the Properties in the case of the property described in Exhibit “A” and the area within a one-mile radius of the outer boundaries of the Properties, in the case of the property described in Exhibit “B.”.
1.2. “Agreement” means this Purchase Agreement, including all amendments and modifications, and all schedules and exhibits (each individually an "Exhibit" and collectively the "Exhibits") attached to and by this reference incorporated in this Agreement.
1.3. “Buyer” means Mag Magna Corp., a Wyoming corporation, and its successors and assigns.
1.4. “Closing” means the delivery of documents and other items to be delivered by the parties, the exchange of consideration, and the consummation of the transactions contemplated under this Agreement.
1.5. “Closing Date” means the date on which the Closing shall occur.
1.6. “Properties” means collectively the 21 parcels of private mineral rights described in Schedule A (approximately 1,334.25 gross acres and 792.339 net acres), as well as the three (3) unpatented lode mining claims described in Schedule B; all of Seller’s right, title and interest in and to any assay results, chip trays, core, data, digital data, drill cuttings, information, imagery, maps, pulps, reports and samples acquired, created, developed or possessed by Seller and Buyer concerning the foregoing described mineral rights, which do not include ownership of the surface.
1.7. “Royalty” means a 2% net smelter return (NSR) royalty on any commodities produced from the Property or from the Area of Interest by Purchaser or an affiliate of Purchaser or their respective successors or assignees. The Royalty shall be evidenced by the Royalty Deed.
1.8. “Seller” means American Lithium Minerals, LLC, an Arizona limited liability company, and its successors and assigns for the Properties described in Schedule A and Searchlight Strategic Resources, LLC, an Arizona limited liability company, for the properties described in Schedule B.
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| 2. | Purchase and Sale. |
2.1. Sale of Property. Subject to all the terms and conditions of this Agreement and for the consideration described in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy the Property (100% interest).
2.2. Purchase Price. The purchase price for the Properties shall be US$300,000 (three hundred thousand) cash and 2,000,000 (two million) common shares of the Company, to be issued within 6 months of Closing date at a deemed price of $5 (five dollars) per shares, for a total consideration of $10,300,000. The cash payments are payable on the following timetable:
| a. | $25,000 within 30 days of Closing; |
| b. | $25,000 within 90 days of Closing; |
| c. | $25,000 within 120 days of Closing; |
| d. | $125,000 on the first anniversary of Closing and |
| e. | $100,000 on the second anniversary of Closing. |
In addition, Seller retains the Royalty.
2.3 Work Commitments. Buyer shall actively explore the Properties with a view to determining its mineral potential and the prospects for its development and eventual production. Work expenditures shall be reported by Buyer to Seller on an annual calendar year basis. Only work expenditures directly related to the Property, with overhead not to exceed 20% of such direct expenditures, shall be permitted. Minimum work requirements shall be as follows, with any excess over these amounts being carried forward to the next calendar year:
Calendar Year 2026 US$ 100,000
Calendar Year 2027 US$ 200,000
2.4 Property Tax. Buyer shall pay all property tax on the Property as may be due and payable on or after the Closing Date.
| 3. | Closing. |
3.1. Closing Date. The close of this Agreement shall be on or before January 6, 2026, or such other extended date as the parties agree, provided that the parties shall make a diligent effort to close the transaction as soon as possible following the parties’ execution of this Agreement. Buyer, at its election, exercisable in its sole and exclusive discretion, may accelerate the Closing by delivering notice to Seller.
3.2. Closing Costs. Buyer shall pay all expenses, including recording fees and real property transfer taxes for the recording of the instruments necessary to convey title to Buyer under this Agreement.
3.3. Delivery by Seller to Buyer. Upon payment in full of the Purchase Price and completion of the Work Commitments, Seller shall execute and deliver, as applicable, the following:
3.3.1. A Deed of Private Mineral Rights (the “Deed”) executed by Seller conveying to Buyer the private mineral rights which comprise the Property.
3.3.2. A declaration of value to be submitted on recording of the Deed and a declaration of value to be submitted on recording of the Royalty Deed to be executed and delivered by Buyer in accordance with Section 3.4.
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3.3.3. A Bill of Sale executed by Seller.
3.3.4. A certificate of Seller dated the Closing Date with the Internal Revenue Code Section 1445 and the regulations of the Internal Revenue Service.
3.3.5. Seller shall also deliver to Buyer all of the data, information and samples and other physical elements of the Property possessed by Seller concerning or relating to the Property.
3.3.6. Such other documents as may be necessary to close the transactions contemplated by this Agreement.
3.4. Buyer's Delivery to Seller. Upon payment in full of the Purchase Price and completion of the Work Commitments, Buyer shall execute and deliver, as applicable, the following:
3.4.1. A Royalty Deed.
3.4.2. A declaration of value to be submitted upon recording of the Deed and a declaration of value to be submitted on recording of the Royalty Deed.
3.4.3. Such other documents as may be necessary to close the transactions contemplated by this Agreement.
3.4.4. The buyer shall retain a right of first refusal for the sale of the Royalty.
3.5. Recording and Filing. Following the execution and delivery thereof, Buyer shall promptly record the Deed and Royalty Deed in the appropriate County or State Recorder office governing such matters. Buyer shall promptly deliver copies of the recorded and filed documents to Seller.
4. Seller's Covenants, Representations and Warranties. Seller represents and warrants to and in favor of Buyer as of the Effective Date and as of the Closing Date, and covenants, as follows, it being understood and agreed that Seller’s total liability under this Agreement, including but not limited to any liability for any breach of covenants, representations and warranties, shall not exceed the amount of $10,000:
4.1. Authority. Seller has full power, legal right and authority to enter into this Agreement and the instruments which it is obligated to execute and deliver in accordance with the terms of this Agreement and to do all such acts and things as are required to be done, observed or performed by Seller in accordance with this Agreement.
4.2. Valid Authorization of this Agreement. Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the instruments which it is obligated to execute and deliver in accordance with this Agreement and to observe and perform the provisions of this Agreement and any such instrument to which it is a party in accordance with its terms.
4.3. Validity of Agreement and Non-Conflict. Except as described in this Section, none of the authorization, creation, execution, delivery of this Agreement or any of the instruments which Seller is obligated to execute and deliver in accordance with this Agreement requires Seller to obtain any approval or consent of any governmental agency or authority having jurisdiction of Seller, nor is it in conflict with or contravention of, as applicable, the provisions of any material indenture, instrument, agreement or undertaking to which Seller is a party or by which it or any of its respective properties or assets are bound, including, without limitation, the Property. This Agreement and each instrument executed and delivered by Seller constitutes a valid and legally binding obligation of Seller and, when executed and delivered, of the instruments which Seller is obligated to execute and deliver in accordance with this Agreement will constitute valid and legally binding obligations of Seller, enforceable against it in accordance with their respective terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or events relating to or affecting creditors' rights generally.
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4.4. Title. Seller represents that Seller has created no liens, claims or encumbrances against the Property.
4.5. Seller Not a Foreign Person. Seller is not a "foreign person" as defined under Section 1445(f) of the Internal Revenue Code of 1954, as amended.
4.6. Seller’s Assets. The Property does not constitute all or substantially all of Seller’s assets.
5. Buyer's Covenants, Representations and Warranties. To induce Seller to enter this Agreement, Buyer represents and warrants to and in favor of Seller as of the Effective Date and as of the Closing Date, and covenants, as follows:
5.1. Authority. Buyer has full power, legal right and authority to enter into this Agreement and the instruments which it is obligated to execute and deliver in accordance with the terms of this Agreement and to do all such acts and things as are required to be done, observed or performed by Buyer in accordance with this Agreement.
5.2. Valid Authorization of this Agreement. Buyer has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the instruments which it is obligated to execute and deliver in accordance with this Agreement and to observe and perform the provisions of this Agreement and any such instrument to which it is a party in accordance with its terms.
6. Buyer’s Due Diligence. Before the Closing, Buyer shall have the right to enter onto the Property for the purpose of inspecting the Property and conducting such examinations, investigations and tests as Buyer in its sole discretion deems reasonable to conduct an assessment of the condition of and disturbances on the Property relative to applicable laws, regulations and ordinances. If at any time before the Closing Buyer determines as a result of its due diligence investigations that Buyer does not wish to close the transactions contemplated under this Agreement, Buyer shall deliver notice to Seller. Effective on Buyer’s delivery of such notice, this Agreement shall terminate and Buyer shall have no liabilities for the Property or obligations to Seller under this Agreement.
7. Notices. Any notices required or authorized to be given by this Agreement shall be in written form. Any notices required or authorized to be given by this Agreement may be sent by registered or certified delivery, postage prepaid and return receipt requested, addressed to the proper party at the following address or such address as the party shall have designated to the other parties in accordance with this paragraph. Any notice required or authorized to be given by this Agreement shall be deemed to have been sufficiently given or served in written form if mailed as provided herein, personally delivered to the proper party, or sent by telex, telegraph, telecopier, email, or other means of electronic transmission, and actually received by such party. Such notice shall be effective on the date of receipt by the addressee party.
| If to Seller: | American Lithium Minerals, LLC | |
| Attention: Barbara McIntyre Bauman | ||
| 6440 Sky Pointe Dr., Ste 140-149 | ||
| Las Vegas, NV 89131 | ||
| toymasters@aol.com | ||
| Searchlight Strategic Resources, LLC | ||
| Attention: Barbara McIntyre Bauman | ||
| 6440 Sky Pointe Dr., Ste 140-149 | ||
| Las Vegas, NV 89131 | ||
| toymasters@aol.com | ||
| If to Buyer: | Mag Magna Corp. | |
| Attention: Harpreet Sangha | ||
| 4005 West Reno Avenue, Suite F | ||
| Las Vegas, NV 89118 | ||
| sanghaharp1964@gmail.com |
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8. Binding Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective parties, and their personal representatives, successors and assigns.
9. Whole Agreement. The parties agree that the whole agreement between them is written in this Agreement. There are no terms or conditions, express or implied, other than in this Agreement. This Agreement may be amended or modified only by an instrument in writing, signed by the parties with the same formality as this Agreement.
10. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois.
11. Multiple Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement.
12. Severability. If any part, term or provision of this Agreement is held by the Courts to be illegal or in conflict with any law of the United States or any state, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.
13. Windfall Provision. In the event the United States Federal Government or an agency, instrumentality or sponsored entity thereof acquires the Property or a significant equity interest in the owner thereof within five (5) years of the Closing Date of this agreement, the Seller shall have a “put” of its royalty for 10% of the purchase price not to exceed US$10,000,000.
The parties have executed this Agreement effective on the date it is executed by both parties.
American Lithium Minerals, LLC
Searchlight Strategic Resources, LLC
By /s/ Barbara McIntyre Bauman
Barbara McIntyre Bauman
Manager
Date signed: January 19, 2026
Mag Magna Corp.
By /s/ Harpreet Sangha
Harpreet Sangha
Chief Executive Officer
Date signed: January 19, 2026
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SCHEDULE “A”
HARDIN COUNTY MINERAL RIGHTS
Parcel No. 1
AN UNDIVIDED 1/8 INTEREST IN MINERAL RIGHTS UNDER T11S R7E SECTION 12, THIRD PRINCIPAL MERIDIAN: SW ¼ NE ¼ AND N ½ SE ¼ , EXCEPT 1 ACRE CEMETERY. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
AS DESCRIBED IN DEED DATED 04/04/06. BOOK 86, PAGE 57.
Permanent Index Number : 01-75-014-01-000
Parcel No. 2
AN UNDIVIDED ¾ INTEREST IN MINERAL RIGHTS UNDER T11S R7E SECTION 12, THIRD PRINCIPAL MERIDIAN: SW ¼ NE ¼ AND N ½ SE ¼ , EXCEPT 1 ACRE CEMETERY. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
AS DESCRIBED IN DEED DATED 04/04/06. BOOK 86, PAGE 57.
Permanent Index Number : 01-75-014-03-000
Parcel No. 3
AN UNDIVIDED 48% INTEREST IN MINERAL RIGHTS UNDER T11S R7E SECTION 23, THIRD PRINCIPAL MERIDIAN: NE ¼ SE ¼ CONTAINING 40 ACRES. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
AS DESCRIBED IN DEED DATED 04/04/06. BOOK 86, PAGE 58.
Permanent Index Number : 01-75-025-01-000
Parcel No. 4
AN UNDIVIDED 48% INTEREST IN MINERAL RIGHTS UNDER T11S R7E SECTION 24, THIRD PRINCIPAL MERIDIAN: W ½ SW ¼ CONTAINING 80 ACRES. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
AS DESCRIBED IN DEED DATED 04/04/06. BOOK 86, PAGE 59.
Permanent Index Number : 01-75-031-02-000
Parcel No. 5
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO MINERAL RIGHTS UNDER T11S R8E SECTION 8, THIRD PRINCIPAL MERIDIAN: SE ¼ , EXCEPT THE W ½ NW1/4 SE ¼ OF SAID SECTION 8. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 02-75-113-01-000
Parcel No. 6
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO MINERAL RIGHTS UNDER T11S R8E SECTION 17, THIRD PRINCIPAL MERIDIAN: N ½ NE ¼ NW ¼ CONTAINING IN THE AGGREGATE TWENTY (20) ACRES, MORE OR LESS. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 02-75-139-01-000
Parcel No. 7
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO MINERAL RIGHTS UNDER T11S R8E SECTION 19, THIRD PRINCIPAL MERIDIAN: NW 5/16 NW ¼ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 02-75-145-02-000
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Parcel No. 8
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO MINERAL RIGHTS UNDER T11S R8E SECTION 19, THIRD PRINCIPAL MERIDIAN: SW ¼ NE ¼ SE ¼ AND NW ¼ SE ¼ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 02-75-146-02-000
Parcel No. 9
AN UNDIVIDED ONE-EIGHTH (1/8) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 23, THIRD PRINCIPAL MERIDIAN: 200 ACRES IN THE SOUTHEAST CENTRAL 5/8 OF E ½ E 1/2 . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-058-05-000
Parcel No. 10
AN UNDIVIDED ONE-FOURTH (1/4) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 23, THIRD PRINCIPAL MERIDIAN: 200 ACRES IN THE SOUTHEAST CENTRAL 5/8 OF E ½ E 1/2 . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-058-08-000
Parcel No. 11
AN UNDIVIDED ONE-EIGHTH (1/8) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 24, THIRD PRINCIPAL MERIDIAN: NORTH 134 ACRES OF THE NW ¼. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-062-04-000
Parcel No. 12
AN UNDIVIDED ONE-FOURTH (1/4) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 24, THIRD PRINCIPAL MERIDIAN: NORTH 134 ACRES OF THE NW ¼. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-062-07-000
Parcel No. 13
AN UNDIVIDED ONE-EIGHTH (1/8) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 24, THIRD PRINCIPAL MERIDIAN: SOUTHWEST 99 ACRES OF THE W ½ W ½ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-065-05-000
Parcel No. 14
AN UNDIVIDED ONE-FOURTH (1/4) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T11S R9E SECTION 24, THIRD PRINCIPAL MERIDIAN: SOUTHWEST 99 ACRES OF THE W ½ W ½ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 03-75-065-07-000
Parcel No. 15
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T12S R8E SECTION 20, THIRD PRINCIPAL MERIDIAN: SOUTHERLY 19 ACRES OF THE CENTER OF SE ¼ SE ¼ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 06-75-047-02-000
Parcel No. 16
MINERAL RIGHTS ONLY UNDER T12S R8E SECTION 27, THIRD PRINCIPAL MERIDIAN: SOUTHERLY 52 ACRES OF THE NW ¼ . SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 06-75-058-01-000
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Parcel No. 17
MINERAL RIGHTS ONLY UNDER T12S R8E SECTION 29, THIRD PRINCIPAL MERIDIAN: 63 ½ ACRES IN S ½ SE ¼. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 06-75-063-01-000
Parcel No. 18
MINERAL RIGHTS ONLY UNDER T12S R8E SECTION 32, THIRD PRINCIPAL MERIDIAN: S ½ NW ¼ EXCEPT 2.5 ACRES ON THE EAST SIDE. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 06-75-069-02-000
Parcel No. 19
AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO SUBSURFACE MINERAL RIGHTS UNDER T12S R9E SECTION 3, THIRD PRINCIPAL MERIDIAN: S ½ SE ¼ CONTAINING 80 ACRES. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 07-75-010-01-000
Parcel No. 20
MINERAL RIGHTS ONLY UNDER T13S R8E SECTION 5, THIRD PRINCIPAL MERIDIAN: THE SOUTH PART OF THE FRACTIONAL E ½ AND THE MID PART OF THE FRACTIONAL E ½, CONTAINING 65 ACRES MORE OR LESS. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 10-75-073-01-000
Parcel No. 21
MINERAL RIGHTS ONLY UNDER T12S R8E SECTION 20, THIRD PRINCIPAL MERIDIAN: 5 acres in NE ¼ SE ¼; SE ¼ SE ¼, CONTAINING 45 ACRES, MORE OR LESS. SITUATED IN THE COUNTY OF HARDIN, STATE OF ILLINOIS.
Permanent Index Number : 06-75-047-04-000
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SCHEDULE “B”
RARE EARTH PROPERTIES
A-1
Kingman Feldspar Mine
Mohave County, Arizona
| Township / Range / | Approx | |||||||
| Claim | AMC# | Recording Info | Section | Acreage | ||||
| KF #1 | AMC400313 | Fee 2010009210 | T22N R17W Sec 26 | 20 | ||||
| KF #2 | AMC400314 | Fee 2010009211 | T22N R17W Sec 26 | 20 |
A-2
Kingman Mineral “X”
Mohave County, Arizona
| Township / Range / | Approx | |||||||
| Claim | AMC# | Recording Info | Section | Acreage | ||||
| Dragon X-1 | AMC432429 | Fee 2015018285 | T20N R17W Sec 15 | 20 |
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