January 20, 2015

CERTIFICATE OF AMENDMENT TO

ARTICLES OF INCORPORATION

OF

BRAZIL MINERALS, INC.

(Continued)

"The total number of shares of Common Stock that the corporation shall have authority to issue is six hundred million (600,000,000) shares, par value $0.001 per share. The total number of shares of Preferred Stock that the corporation shall have authority to issue is ten million (10,000,000) shares, par value $0.001 per share, The Preferred Stock may be issued in one or more series, each series to' be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof The voting powers, designations, preferences, limitations, restrictions, and relative, participating. optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant hereto."