Nerium Biotechnology, Inc.: Exhibit 3.1 - Filed by newsfilecorp.com

Item 3 - Shares / Rubrique 3 - Actions

The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of preference shares, issuable in series. The rights, privileges, restrictions and conditions attaching to the common shares and the preference shares are as follows:

1. Common Shares

The holders of the common shares shall be entitled to:

a. vote at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote;

b. receive, subject to the rights of the holders of another class of shares, any dividends declared by the Corporation; and

c. receive, subject to the rights of the holders of another class of shares, the remaining property of the Corporation on the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

2. Preference Shares Issuable in Series

a. One or more series. The preference shares may at any time and from time to time be issued in one or more series.

b. Terms of each series. Subject to the Canada Business Corporations Act (as from time to time amended, varied or replaced), the directors may fix, before the issue thereof, the number of preference shares of each series, the designation, rights, privileges, restrictions and conditions attaching to the preference shares of each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, any terms or conditions of redemption or purchase, any conversion rights, any retraction rights and any rights on the liquidation, dissolution or winding up of the Corporation, any sinking fund or other provisions, the whole to be subject to the issue of a certificate of amendment setting forth the designation, rights, privileges, restrictions and conditions attaching to the preference shares of the series.

c. Ranking of preference shares. The preference shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, rank on a parity with the preference shares of every other series and be entitled to preference over the common shares. If any amount of cumulative dividends (whether or not declared) or any amount payable on any such distribution of assets constituting a return of capital in respect of the preference shares of any series is not paid in full, the preference shares of such series shall participate rateably with the preference shares of every other series in respect of all such dividends and amounts.

d. Voting. The preference shares as a class shall be non-voting and shall not be entitled to vote as a class or series on a proposal to amend the articles in the case of an amendment to:

i. increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

ii. effect an exchange, reclassification or cancellation of all or part of the shares of such class; or

iii. create a new class of shares equal or superior to the shares of such class.