CERTIFICATE OF DOMESTICATION
EQ RESOURCES LTD.
EQ Resources Ltd., a corporation organized and existing under the laws of province of Ontario (the
"Corporation"), DOES HEREBY CERTIFY:
1. The Corporation was first incorporated under the laws of the province of Ontario on November 13, 1962
under the name Canadian Magnesite Mines Limited.
2. The name of the Corporation immediately prior to the filing of this Certificate of Domestication with the
Secretary of State of the State of Delaware was EQ Resources Ltd.
3. The name of the Corporation as set forth in the Certificate of Incorporation being filed with the Secretary of
State of the State of Delaware in accordance with Section 388(b) of the General Corporation Law of the State
of Delaware is EQ Resources Ltd.
4. The principal place of business of the Corporation immediately prior to the filing of this Certificate of
Domestication was Suite 901, 1 Richmond Street West, Toronto, Ontario M5H 3W4.
5. A Certificate of Incorporation of EQ Resources Ltd. is being filed with the Secretary of State of the State of
Delaware contemporaneously with the filing of this Certificate of Domestication.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed by James D. Taylor,
its President, on this 30th day of October 1998.
EQ Resources Ltd.
James D. Taylor
ARTICLES OF MERGER
THESE ARTICLES OF MERGER, dated as of the 19TH day of November, 1998, pursuant to Section 7-111-
105 of the Colorado Business Corporation Act (hereinafter referred to as the "Colorado Act") and Section 252
of the Delaware General Corporation Law (the "Delaware Act"), are entered into by and between the
corporations named in Article THIRD below, which are referred to herein collectively as the Constituent
FIRST: The Constituent Corporations have agreed to effect a merger. The terms and conditions of the merger,
the mode of carrying the merger into effect, the manner and ba