Certificate of Ownership and Merger merging Fairview Energy Corporation, Inc., a Nevada corporation, into Fairview Energy Corporation, Inc., a Delaware corporation

 

 

 

 

 

Section 253C Parent into Subsidiary         

 

 

 

FAIRVIEW ENERGY CORPORATION, INC., a Nevada Corporation

 

 

FAIRVIEW ENERGY CORPORATION, INC., a Delaware Corporation

 

 

Fairview Energy Corporation, Inc., a corporation organized and existing under the laws of the State of Nevada,

 

 

FIRST:  That it was organized pursuant to the provisions of the General Corporation Law of the State of Nevada, on the 29^th day of July 2005.

 

SECOND:  That it owns 100% of the outstanding shares of the capital stock of Fairview Energy Corporation, Inc., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware (hereinafter referred to as “Fairview-DE”) on the 26^th day of July 2006.

 

THIRD:  That its Board of Directors, by Unanimous Written Consent dated the 3rd day of August, 2006, determined to merge the corporation into said Fairview-DE, and did adopt the following resolutions:

 

RESOLVED, that this corporation, Fairview Energy Corporation, Inc., merges itself into Fairview-DE, which corporation Fairview-DE, assumes all of the obligations of Fairview Energy Corporation, Inc.

 

 

FURTHER RESOLVED, that the terms and conditions of the merger are as follows:

 

Upon completion of the merger, the holders of the common stock of Fairview Energy Corporation, Inc. shall receive 1.084609 shares of the common stock of Fairview-DE in exchange for each share of common stock of Fairview Energy Corporation, Inc. and shall have no further claims of any kind or nature; and all of the common stock of Fairview-DE held by Fairview Energy Corporation, Inc. shall be surrendered and canceled.

 

FOURTH:  That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, Fairview Energy Corporation, Inc., by written consent in lieu of a meeting of the stockholders.

 

FIFTH: That the name of the surviving corporation shall be Fairview Energy Corporation, Inc.

 

IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 3rd day of August, 2006.

 

	By:	/s/ Bruce Velestuk
		Authorized Officer
	Name:	Bruce Velestuk
		Print or Type
	Title:	President, CEO, Treasurer and Secretary