MISTRAL VENTURES, INC. a corporation organized and existing under the laws of
the State of Nevada (the "Corporation"), hereby certifies that the following resolution was
adopted by the Board of Directors of the Corporation (the "Board") on November 25, 2019, in
accordance with the provisions of its A1iicles of Incorporation and bylaws, each as an1ended and
in effect on the date hereof.
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RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of
the Corporation (the "Board") by the Articles of Incorporation of the Corporation as amended
and in effect on the date hereof (the "Articles of Incorporation"), and in accordance with the
provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors hereby
fixes the powers, designations, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations and restrictions, of the Series B Convertible Preferred
Stock (the "Series B Preferred Stock");
RESOLVED, that the Corporation is authorized to issue Series B Convertible Preferred
Stock on the following terms and with the provisions herein set forth:
1. Name of the Corporation. The name of the Corporation is Mistral Ventures, Inc. (the
"Corporation").
2. Designation and Number of Shares.
W Designation. There shall hereby be created and established a series of
preferred stock of the Company designated as "Series B Convertible Preferred Stock" (the
"Series B Convertible Preferred Stock") .
.(hl Number of Shares: par value. The authorized number of Series B
Convertible Preferred Stock shall be 50,000 shares leaving 49,949,900 shares of blank check
preferred authorized but unissued and undesignated. Each share of Series B Preferred Stock
shall I have a par value of $0.0001. The Series B Conve1iible Preferred Stock shall have a stated
value of $1.00 per share.
3. Dividends. The Series B Convertible Preferred Stock shall be entitled to share among
dividends with the Common Stockholders of the Corporation on an as converted basis.
4. Conversion. Each share of Series B Convertible Preferred Stock shall be convertible in whole
or in part and from time to time, at the sole discretion of the holder thereof, into One Thousand
( 1,000) (the "Conversion Rate") duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Corporation (the "Converted Shares").
(a) Mechanics of Conversion. Before any holder of shares of Series B
Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock,
such holder shall surrender the ce1iificate or certificates therefore, duly endorsed, at the office of
the Corporation or of any transfer agent for the Series B Conve11ible Preferred Stock, and shall
give written notice to the Corporation at its principal corporate office, of the election to convert
the same and shall state therein the name or names in which the certificate or ce1iificates for
shares of Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series B Convertible Preferred
Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion
shall be deemed to have been made immediately prior to the close of business on the date of such
surrender of the shares of Series B Convertible Preferred Stock to be converted (the "Conversion
Date"), and the person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposed as the record holder or holders of such shares of
Common Stock as of such date. All shares of Series B Convertible Preferred Stock which shall
have been surrendered for conversion as herein provided shall no longer be deemed to be
outstanding and all rights with respect to such shares, including the rights, if any, to receive
dividends and to vote, shall immediately cease and terminate on the Conversion Date, except
only the right of the holders thereof to receive shares of Common Stock in exchange therefor.
(b) Conversion Rate Adjustments. The Conversion Rate of the Series B
Convertible Preferred Stock shall be subject to adjustment from time to time as follows:
(i) In the event the Corporation shall, at any time after
the issuance of any share of Series B Convertible Preferred Stock, declare or pay any dividend or
make any distribution on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the outstanding shares of
Common Stock into a greater or lesser number of shares of Common Stock, then in each such
case the Conversion Ratio shall be adjusted, so that the holder of any shares of Series B
Convertible Preferred Stock shall be entitled to receive upon conversion thereof the number of
shares of Common Stock or other securities or property that such holder would have owned or
have been entitled to receive upon the happening of such event had such Series B Convertible
Preferred Stock been conve11ed immediately prior to the relevant record date or, if there is no
such record date, the effective date of such event.
(ii) If the Conversion Ratio shall be adjusted pursuant
to subsection (i) above, then in each such case, a corresponding adjustment shall be made to the
Conversion Rate in accordance with the following formula:
