VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED TEXT
OVER THE BOXES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Election of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fold
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
|
|
|
For
|
|
Withhold
|
01. John M. Clark
|
|
o
|
|
o
|
|
02. Frederick H. Earnest
|
|
o
|
|
o
|
|
03. W. Durand Eppler
|
|
o
|
|
o
|
04. C. Thomas Ogryzlo
|
|
o
|
|
o
|
|
05. Michael B. Richings
|
|
o
|
|
o
|
|
06. Tracy A. Stevenson
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Appointment of Auditors
|
|
|
|
|
|
|
For
|
|
Withhold
|
Appointment of
PricewaterhouseCoopers LLP
, as Auditors of the Corporation to hold
office until the close of the next Annual Meeting of the Corporation or until a successor is appointed and authorizing the Directors to fix their remuneration through the Audit Committee.
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
3. Resolution Approving Continuance into British Columbia and Adoption of Constating Documents
|
|
|
|
|
|
|
For
|
|
Against
|
To consider and, if thought appropriate, approve, a Special Resolution authorizing the Corporation to continue into British Columbia
under the
Business Corporations Act
(British Columbia) (the "
BCBCA
") and to adopt constating documents of the Corporation that comply with the BCBCA in
connection therewith.
|
|
o
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fold
Authorized Signature(s) This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.
If no voting instructions are indicated above, this
Proxy will be voted as recommended by Management.
A-3
APPENDIX "B"
MANDATE OF THE BOARD OF DIRECTORS
VISTA GOLD CORP.
(the "Company")
MANDATE OF THE BOARD OF DIRECTORS
(Adopted
March 2, 2009, as amended on March 5, 2013)
Stewardship of the Company
-
1.
-
The
Board of Directors of the Company (the "
Board
") is responsible for:
-
(a)
-
the
stewardship of the business and affairs of the Company;
-
(b)
-
supervising
the management of the business and affairs of the Company;
-
(c)
-
providing
leadership to the Company by practicing responsible, sustainable and ethical decision making;
-
(d)
-
ensuring
that all major issues affecting the Company are given proper consideration; and
-
(e)
-
directing
management to ensure that legal, regulatory and stock exchange requirements applicable to the Company have been met.
Director Obligations
-
2.
-
Each
Director has the responsibility to:
-
(a)
-
attend
all regularly scheduled meetings of the Board and all of the Committees on which they serve and to be prepared for such meetings by reviewing
materials provided in advance of meetings;
-
(b)
-
act
honestly and in good faith with a view to the best interests of the Company; and
-
(c)
-
exercise
the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Board Composition
-
3.
-
A
majority of the Board will, at all times, be independent directors as defined in then-current laws applicable to the Company.
-
4.
-
The
Board shall appoint a chair of the Board. Where it is not appropriate for the chair to be an independent director, the Board should consider whether it
should appoint an independent director to act as a lead director. The Board shall develop a written position description delineating the chair's role.
-
5.
-
To
be considered for nomination and election to the Board, directors must demonstrate integrity and high ethical standards in their business dealings, their
personal affairs, and in the discharge of their duties to and on behalf of the Company.
Nomination of Directors
-
6.
-
Prior
to nominating or appointing individuals as directors, the Board will consider what competencies and skills the Board, as a whole, should possess and
assess what competencies and skills each existing director possesses. The Board will consider the appropriate size of the Board, with a view to facilitating effective decision making.
B-1
Board Meetings
-
7.
-
The
Board is responsible to meet in person, or by telephone conference call (or by other means permitted by applicable laws), at least once each
quarter and otherwise as often as required to discharge the duties of the Board.
-
8.
-
The
independent members of the Board shall hold regular meetings at which non-independent members of the Board and members of management are not
in attendance.
Committees of the Board
-
9.
-
The
Board discharges its responsibilities directly and through its committees. Accordingly, the Board shall:
-
(a)
-
establish
such committees of the Board ("
Committees
") as are required by applicable laws and stock exchange
requirements and as are necessary to effectively discharge the duties of the Board, which Committees shall include an audit committee (the "
Audit
Committee
");
-
(b)
-
appoint
directors to serve as members of each Committee;
-
(c)
-
appoint
a chair of each Committee to:
-
(i)
-
provide
leadership to the Committee,
-
(ii)
-
manage
the affairs of the Committee, and
-
(iii)
-
ensure
that the Committee functions effectively in fulfilling its duties to the Board and the Company; and
-
(d)
-
regularly
receive and consider reports and recommendations of each Committee, including, in particular, the Audit Committee reports and recommendations,
particularly with respect to the Company's annual audit and annual and quarterly reports and financial statements.
Supervision of Management
-
10.
-
The
Board is responsible to:
-
(a)
-
select
and appoint the Chief Executive Officer ("
CEO
"), establish CEO goals and objectives, and evaluate CEO
performance and develop a written position description for the CEO which includes delineating management's responsibilities;
-
(b)
-
assist
the CEO to select and appoint executive officers, establish executive officers' goals and objectives, and monitor their performance;
-
(c)
-
determine
the compensation of the CEO, and in conjunction with the CEO, set the compensation of the other executive officers of the Company; and
-
(d)
-
maintain
a succession plan for the replacement of the CEO and other executive officers.
Corporate Governance
-
11.
-
The
Board is responsible to:
-
(a)
-
develop
the Company's approach to corporate governance and annually review and either approve or require revisions to the mandate of the Board and the
charters of each Committee, position descriptions, the code of business conduct and ethics (the "
Code
") and all other policies of the Company
(collectively the "
Governance Documents
");
-
(b)
-
take
reasonable steps to satisfy itself that each director, the CEO and the executive officers are:
-
(i)
-
performing
their duties ethically;
-
(ii)
-
conducting
business on behalf of the Company in accordance with the requirements and the spirit of the Governance Documents; and
B-2
-
(iii)
-
fostering
a culture of integrity throughout the Company;
-
(c)
-
arrange
for the public disclosure of the Governance Documents required by law to be publicly disclosed;
-
(d)
-
ensure
that all new directors receive a comprehensive orientation and that all new directors fully understand: (i) the role of the Board, its
Committees and its directors; (ii) the commitment of time and resources that the Company expects; and (iii) the nature and extent of the Company's business and operations; and
-
(e)
-
provide
continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well
as to ensure their knowledge and understanding of the Company's business and operations remains current.
Communications
-
12.
-
The
Board is responsible to:
-
(a)
-
approve
and implement a disclosure policy which provides for disclosure and communications practices governing the Company; and
-
(b)
-
approve
and maintain a process for the Company's stakeholders to contact the independent directors directly with concerns and questions regarding
the Company.
Waivers and Conflicts
-
13.
-
The
Board is responsible for:
-
(a)
-
monitoring
compliance with the Code and reviewing departures from the Code;
-
(b)
-
providing
or denying waivers from the Code; and
-
(c)
-
disclosing
departures from the Code that constitute a material change (including material departures from the Code by directors or executive officers) and
filing the required material change reports containing:
-
(i)
-
the
date of the departure;
-
(ii)
-
the
parties involved;
-
(iii)
-
the
reason why the Board has or has not sanctioned the departure; and
-
(iv)
-
any
measures taken to address or remedy the departure.
Strategic Planning
-
14.
-
The
Board has the duty to:
-
(a)
-
adopt
a strategic planning process, annually approve a strategic plan taking into account, among other things, the opportunities and risks of the Company's
business and operations, and regularly monitor the Company's performance against its strategic plan;
-
(b)
-
approve
capital and operating budgets to implement the strategic plan;
-
(c)
-
conduct
periodic reviews of the Company's resources, risks, and regulatory constraints and opportunities to facilitate the strategic plan; and
-
(d)
-
evaluate
management's analysis of the strategies of existing and potential competitors and their impact, if any, on the Company's strategic plan.
B-3
Risk Management
-
15.
-
The
Board has the duty to:
-
(a)
-
adopt
a process to identify business risks and ensure appropriate systems to manage risks; and
-
(b)
-
together
with the Audit Committee, ensure policies and procedures are in place and are effective to maintain the integrity of
the Company's:
-
(i)
-
disclosure
controls and procedures;
-
(ii)
-
internal
control over financial reporting; and
-
(iii)
-
management
information systems.
Financial Management
-
16.
-
The
Board has the duty to:
-
(a)
-
review
and, on the advice of the Audit Committee, approve, prior to their public dissemination:
-
(i)
-
interim
and annual financial statements and notes thereto;
-
(ii)
-
management's
discussion and analysis of financial condition and results of operations;
-
(iii)
-
relevant
sections of the annual report and management information circular containing financial information;
-
(iv)
-
forecasted
financial information and forward-looking statements; and
-
(v)
-
all
press releases and other documents in which financial statements, earnings forecasts, results of operations or other financial information is disclosed
(this is currently delegated by the Board to the Chair of the Audit Committee); and
-
(b)
-
approve
dividends and distributions, material financings, transactions affecting authorized capital or the issue and repurchase of shares and debt
securities, and all material divestitures and acquisitions.
Materials
-
17.
-
The
Board shall have access to all books, records, facilities and personnel of the Company necessary for the discharge of its duties.
Advisors
-
18.
-
The
Board has the power, at the expense of the Company, to retain, instruct, compensate and terminate independent advisors to assist the Board in the
discharge of its duties.
B-4
APPENDIX "C"
NOTICE OF CHANGE OF AUDITOR
In a Current Report on Form 8-K dated June 5, 2012, the Corporation announced that effective May 31,
2012, the Corporation changed auditors from PricewaterhouseCoopers LLP, Vancouver, British Columbia ("
PWC Vancouver
") to
PricewaterhouseCoopers, LLP, Denver, Colorado ("
PWC Denver
"). The change was made because in 2012 the Corporation switched to reporting its
financial statements pursuant to United States generally accepted accounting principles and because the Corporation's principal place of business is located in a suburb of Denver. Therefore,
conducting the Corporation's audit out of the Vancouver office of PricewaterhouseCoopers LLP was no longer cost effective to the Corporation. On May 31, 2012, at the request of the
Corporation and upon mutual agreement, PWC Vancouver resigned as the principal independent registered public accountant of the Corporation. The request for resignation of PWC Vancouver was recommended
and approved by the Corporation's Audit Committee.
PWC
Vancouver's principal accountant reports on the Corporation's consolidated financial statements for each of the preceding two fiscal years ended December 31, 2011 and 2010 did
not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
In
the two most recent fiscal years and any interim period preceding the resignation of PWC Vancouver, the Corporation was not aware of any disagreements with PWC Vancouver on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of PWC Vancouver, would have caused it
to make references to the subject matter of the disagreement(s) in connection with its reports on the Corporation's consolidated financial statements for such years.
The
Corporation is not aware of any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) that have occurred during the two most recent
fiscal years and the interim period preceding the resignation of PWC Vancouver.
PWC
Vancouver was provided the disclosure in the Current Report on Form 8-K dated June 5, 2012, and provided in connection with the Form 8-K
a letter commenting on the disclosure, pursuant to Item 304(a)(3) of Regulation S-K, and attached to the Form 8-K as Exhibit 16.1.
Effective
May 31, 2012, the Corporation, upon the recommendation of its audit committee, engaged PWC Denver as its principal independent registered public accountant.
During
the Corporation's two most recent fiscal years and through June 5, 2012, neither the Corporation nor anyone on its behalf consulted with PWC Denver regarding either
(i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation's consolidated
financial statements, nor did PWC Denver provide either a written report or oral advice that PWC Denver concluded was an important factor considered by the Corporation in reaching a decision as to
accounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
C-1
APPENDIX "D"
PROPOSED ARTICLES AND NOTICE OF ARTICLES UNDER BCBCA
BUSINESS CORPORATIONS ACT
ARTICLES
of
VISTA GOLD CORP.
Translated
Name: Not applicable
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
Page
|
PART 1
|
|
INTERPRETATION
|
|
D-1
|
1.1
|
|
Definitions
|
|
D-1
|
1.2
|
|
Business Corporations Act and Interpretation Act Definitions Applicable
|
|
D-1
|
PART 2
|
|
RESOLUTIONS AND MAJORITIES
|
|
D-1
|
2.1
|
|
Directors' Resolution
|
|
D-1
|
2.2
|
|
Ordinary Resolution
|
|
D-2
|
2.3
|
|
Special Resolution
|
|
D-2
|
2.4
|
|
Special Majority
|
|
D-3
|
2.5
|
|
Special Separate Majority
|
|
D-3
|
2.6
|
|
Consent Resolution
|
|
D-3
|
PART 3
|
|
SHARE CERTIFICATES
|
|
D-3
|
3.1
|
|
Mailing of Certificates
|
|
D-3
|
3.2
|
|
Replacement of Lost or Destroyed Certificate
|
|
D-3
|
3.3
|
|
Consolidation of Certificates
|
|
D-3
|
3.4
|
|
Fee for Certificates
|
|
D-4
|
3.5
|
|
Non-Recognition of Trusts
|
|
D-4
|
3.6
|
|
Central Securities Register
|
|
D-4
|
PART 4
|
|
ISSUE, TRANSFER AND TRANSMISSION OF SHARES
|
|
D-4
|
4.1
|
|
Directors Authorized to Issue Shares
|
|
D-4
|
4.2
|
|
Transferability and Instrument of Transfer
|
|
D-4
|
4.3
|
|
Submission of Instruments of Transfer
|
|
D-4
|
4.4
|
|
Authority in Instrument of Transfer
|
|
D-4
|
4.5
|
|
Enquiry as to Title Not Required
|
|
D-4
|
4.6
|
|
Transfer Fee
|
|
D-4
|
4.7
|
|
Personal Representative Recognized
|
|
D-4
|
4.8
|
|
Jointly Held Shares
|
|
D-5
|
PART 5
|
|
PURCHASE OF SHARES
|
|
D-5
|
5.1
|
|
Company Authorized to Purchase its Shares
|
|
D-5
|
5.2
|
|
Offer to Purchase Shares
|
|
D-5
|
5.3
|
|
Shareholder may Waive
|
|
D-5
|
PART 6
|
|
BORROWING POWERS
|
|
D-5
|
6.1
|
|
Powers of Directors
|
|
D-5
|
6.2
|
|
Negotiability of Debt Obligations
|
|
D-6
|
6.3
|
|
Special Rights on Debt Obligations
|
|
D-6
|
6.4
|
|
Execution of Debt Obligations
|
|
D-6
|
PART 7
|
|
GENERAL MEETINGS
|
|
D-6
|
7.1
|
|
Location of General Meetings
|
|
D-6
|
i
|
|
|
|
|
|
|
|
|
Page
|
7.2
|
|
General Meeting Participation
|
|
D-6
|
7.3
|
|
Notice of General Meetings
|
|
D-6
|
7.4
|
|
Waiver of Notice
|
|
D-6
|
7.5
|
|
Record Date for Notice
|
|
D-6
|
7.6
|
|
Failure to Give Notice
|
|
D-7
|
7.7
|
|
Notice of Special Business at General Meeting
|
|
D-7
|
PART 8
|
|
PROCEEDINGS AT GENERAL MEETINGS
|
|
D-7
|
8.1
|
|
Special Business
|
|
D-7
|
8.2
|
|
Quorum
|
|
D-7
|
8.3
|
|
Requirement of Quorum
|
|
D-7
|
8.4
|
|
Lack of Quorum
|
|
D-7
|
8.5
|
|
Chair
|
|
D-7
|
8.6
|
|
Adjournments
|
|
D-7
|
8.7
|
|
Voting
|
|
D-7
|
8.8
|
|
Resolution Need Not Be Seconded
|
|
D-8
|
8.9
|
|
Casting Vote
|
|
D-8
|
8.10
|
|
Manner of Taking Ballot
|
|
D-8
|
8.11
|
|
Splitting Votes
|
|
D-8
|
8.12
|
|
Demand for Ballot Not to Prevent Continuance of Meeting
|
|
D-8
|
8.13
|
|
Retention of Ballots and Proxies
|
|
D-8
|
PART 9
|
|
VOTES OF SHAREHOLDERS
|
|
D-8
|
9.1
|
|
Number of Votes Per Share or Shareholder
|
|
D-8
|
9.2
|
|
Votes of Persons in Representative Capacity
|
|
D-8
|
9.3
|
|
Votes by Joint Holders
|
|
D-8
|
9.4
|
|
Representative of a corporate shareholder
|
|
D-8
|
9.5
|
|
Appointment of Proxy Holders
|
|
D-9
|
9.6
|
|
Execution of Proxy Instrument
|
|
D-9
|
9.7
|
|
Qualification of Proxy Holder
|
|
D-9
|
9.8
|
|
Deposit of Proxy
|
|
D-9
|
9.9
|
|
Validity of proxy vote
|
|
D-10
|
9.10
|
|
Form of Proxy
|
|
D-10
|
9.11
|
|
Revocation of Proxy
|
|
D-10
|
9.12
|
|
Revocation of Proxy Will Be Signed
|
|
D-10
|
PART 10
|
|
DIRECTORS
|
|
D-10
|
10.1
|
|
General Authority
|
|
D-10
|
10.2
|
|
Number of Directors
|
|
D-10
|
10.3
|
|
Directors' Acts Valid Despite Vacancy
|
|
D-10
|
10.4
|
|
Qualification of Directors
|
|
D-10
|
10.5
|
|
Remuneration and Expenses of Directors
|
|
D-11
|
10.6
|
|
Right to Office and Contract with Company
|
|
D-11
|
10.7
|
|
Director Acting in Professional Capacity
|
|
D-11
|
10.8
|
|
Alternate Directors
|
|
D-11
|
PART 11
|
|
ELECTION, APPOINTMENT AND REMOVAL OF DIRECTORS
|
|
D-11
|
11.1
|
|
Election and Appointment
|
|
D-11
|
11.2
|
|
Elections and Appointments at Annual Meetings
|
|
D-11
|
11.3
|
|
Filling a Casual Vacancy
|
|
D-11
|
11.4
|
|
Power to Appoint Additional Directors
|
|
D-11
|
11.5
|
|
Removal of Directors
|
|
D-12
|
11.6
|
|
Nomination of Directors
|
|
D-12
|
ii
|
|
|
|
|
|
|
|
|
Page
|
PART 12
|
|
PROCEEDINGS OF DIRECTORS
|
|
D-14
|
12.1
|
|
Meetings and Quorum
|
|
D-14
|
12.2
|
|
Chair
|
|
D-14
|
12.3
|
|
Call and Notice of Meetings
|
|
D-14
|
12.4
|
|
Validity of Meeting Despite Failure to Give Notice
|
|
D-14
|
12.5
|
|
Meeting Participation
|
|
D-14
|
12.6
|
|
Competence of Quorum
|
|
D-14
|
12.7
|
|
Committees
|
|
D-14
|
12.8
|
|
Validity of Meeting if Directorship Deficient
|
|
D-15
|
12.9
|
|
Majority Rule and Casting Vote
|
|
D-15
|
PART 13
|
|
OFFICERS
|
|
D-15
|
13.1
|
|
Appointment of Officers
|
|
D-15
|
PART 14
|
|
DIVIDENDS
|
|
D-15
|
14.1
|
|
Declaration of Dividends
|
|
D-15
|
14.2
|
|
Dividend Bears No Interest
|
|
D-15
|
14.3
|
|
Payment in Specie
|
|
D-15
|
14.4
|
|
Fractional Interests
|
|
D-15
|
14.6
|
|
Payment of Dividends
|
|
D-15
|
14.7
|
|
Receipt by Joint Shareholders
|
|
D-15
|
PART 15
|
|
ACCOUNTING RECORDS AND AUDITORS
|
|
D-15
|
15.1
|
|
Accounts to be Kept
|
|
D-15
|
15.2
|
|
Location of Accounts
|
|
D-15
|
15.3
|
|
Remuneration of Auditors
|
|
D-16
|
PART 16
|
|
SENDING OF RECORDS
|
|
D-16
|
16.1
|
|
Manner of Sending Records
|
|
D-16
|
16.2
|
|
Sending to Joint Holders
|
|
D-16
|
16.3
|
|
Date Record Deemed Received
|
|
D-16
|
PART 17
|
|
NOTICES
|
|
D-16
|
17.1
|
|
Minimum Number of Days
|
|
D-16
|
17.2
|
|
Persons to Receive Notice
|
|
D-16
|
PART 18
|
|
EXECUTION OF DOCUMENTS
|
|
D-17
|
18.1
|
|
Seal Optional
|
|
D-17
|
18.2
|
|
Official Seal
|
|
D-17
|
18.3
|
|
Affixing of Seal to Documents
|
|
D-17
|
PART 19
|
|
INDEMNIFICATION
|
|
D-17
|
19.1
|
|
Definitions
|
|
D-17
|
19.2
|
|
Mandatory Indemnification of Eligible Parties
|
|
D-17
|
19.3
|
|
Non-Compliance with Business Corporations Act
|
|
D-18
|
19.4
|
|
Advance Expenses
|
|
D-18
|
19.5
|
|
Indemnity Restricted
|
|
D-18
|
19.6
|
|
Company May Purchase Insurance
|
|
D-18
|
PART 20
|
|
RESTRICTION ON SECURITY TRANSFERS
|
|
D-18
|
20.1
|
|
Application
|
|
D-18
|
20.2
|
|
Directors May Decline to Approve Transfer
|
|
D-18
|
PART 21
|
|
AUTHORIZED SHARE STRUCTURE
|
|
D-18
|
21.1
|
|
Described in Notice of Articles
|
|
D-18
|
iii
|
|
|
|
|
|
|
|
|
Page
|
PART 22
|
|
RESTRICTIONS ON BUSINESS OR POWERS
|
|
D-18
|
22.1
|
|
Restrictions
|
|
D-18
|
PART 23
|
|
SHARE RIGHTS AND RESTRICTIONS
|
|
D-19
|
23.1
|
|
Common Shares
|
|
D-19
|
iv
BUSINESS CORPORATIONS ACT
ARTICLES
of
VISTA GOLD CORP.
Recognition
Number:
Translated Name: Not applicable
PART 1 INTERPRETATION
1.1
Definitions
.
In these Articles,
unless the context otherwise requires:
-
(a)
-
"Board
of Directors" or "Board" or "the directors" means the directors or the sole director of the Company for the time being, as the case may be;
-
(b)
-
"Business
Corporations Act" means the
Business Corporations Act
(British Columbia) from time to time in
force and all amendments to that Act and includes all regulations and amendments made pursuant to that Act;
-
(c)
-
"Company"
means
VISTA GOLD CORP.
or any other name which it may from time to
time change to and adopt pursuant to the Business Corporations Act;
-
(d)
-
"prescribed
address" of a director means the address as recorded in the register of directors to be kept pursuant to the Business Corporations Act;
-
(e)
-
"registered
address" of a shareholder means the last known address of that shareholder as recorded in the central securities register to be kept pursuant to
the Business Corporations Act;
-
(f)
-
"registered
owner", when used with respect to a share of the Company, means the person registered in the central securities register as the shareholder in
respect of such share.
1.2
Business Corporations Act and Interpretation Act Definitions
Applicable
.
The definitions in the Business Corporations Act and the definitions and rules of construction in the
Interpretation Act
(British Columbia),
with the necessary changes and so far as applicable, and unless the context requires otherwise, apply to these
Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the
Interpretation
Act
relating to a term used in these Articles, the definition in the Business Corporations Act prevails in relation to the use of the term in these Articles. If there is a
conflict between these Articles and the Business Corporations Act, the Business Corporations Act prevails.
PART 2 RESOLUTIONS AND MAJORITIES
2.1
Directors' Resolution
.
Subject
to the Business Corporations Act and these Articles, the Company may, by a resolution of the directors:
-
(a)
-
if
the class rights so authorize:
-
(i)
-
create
one or more series of shares out of a class of shares, and when creating such series of shares:
-
(A)
-
determine
the maximum number or determine that there is no maximum number of shares that the company is authorized to issue for such series of
shares created;
-
(B)
-
create
and attach special rights or restrictions to the shares of any such series of shares created; and
-
(C)
-
create
an identifying name for the shares of any such series of shares created;
D-1
-
(ii)
-
for
a series of shares of which there are no issued shares:
-
(A)
-
alter
any determination of the number of shares of which the series shall consist;
-
(B)
-
alter
the identifying name of shares of the series of shares; or
-
(C)
-
alter
any special rights or restrictions attached to the shares of the series of shares;
-
(b)
-
redeem
or repurchase shares;
-
(c)
-
accept
a surrender of shares by way of gift or for cancellation;
-
(d)
-
convert
fractional shares into whole shares on a subdivision or consolidation of shares or on a redemption, purchase or surrender of shares;
-
(e)
-
change
its name;
-
(f)
-
adopt
or change a translation of its name;
-
(g)
-
subdivide
all or any of its unissued shares with par value into shares of smaller par value;
-
(h)
-
subdivide
all or any of its unissued shares without par value;
-
(i)
-
consolidate
all or any of its unissued shares with par value into shares of larger par value;
-
(j)
-
consolidate
all or any of its unissued shares without par value;
-
(k)
-
eliminate
any class or series of shares if none of the shares of that class or series of shares are allotted or issued;
-
(l)
-
change
all or any of its unissued shares with par value into shares without par value;
-
(m)
-
change
all or any of its unissued shares without par value into shares with par value; or
-
(n)
-
alter
the identifying name of any of its classes of shares;
and
make any necessary alterations to its notice of articles or these Articles or both to effect the change.
2.2
Ordinary Resolution
.
Subject to
the Business Corporations Act, the Company may, by an ordinary resolution:
-
(a)
-
deal
with all matters set out in Article 2.1;
-
(b)
-
establish
a maximum number of shares that the company is authorized to issue out of any class of shares for which no maximum is established;
-
(c)
-
increase,
reduce or eliminate the maximum number of shares that the company is authorized to issue out of any class of shares;
-
(d)
-
for
a class of shares of which there are no issued shares, create special rights or restrictions for, and attach those special rights or restrictions to,
the shares of the class of shares; or
-
(e)
-
for
a class of shares of which there are no issued shares, vary or delete any special rights or restrictions attached to the shares of the class
of shares;
and
make any necessary alterations to its notice of articles or these Articles or both to effect the change.
2.3
Special Resolution
.
Subject to
the Business Corporations Act, the Company may, by a special resolution:
-
(a)
-
deal
with all matters set out in Article 2.1 and Article 2.2;
-
(b)
-
alter
its notice of articles;
-
(c)
-
alter
these Articles;
-
(d)
-
create
one or more classes of shares;
-
(e)
-
subdivide
all or any of its fully paid issued shares with par value into shares of smaller par value;
D-2
-
(f)
-
subdivide
all or any of its fully paid issued shares without par value;
-
(g)
-
consolidate
all or any of its fully paid issued shares with par value into shares of larger par value;
-
(h)
-
consolidate
all or any of its fully paid issued shares without par value;
-
(i)
-
if
the company is authorized to issue shares of a class of shares with par value;
-
(i)
-
subject
to the Business Corporations Act, decrease the par value of those shares, or
-
(ii)
-
increase
the par value of those shares if none of the shares of that class of shares are allotted or issued;
-
(j)
-
change
all or any of its fully paid issued shares with par value into shares without par value;
-
(k)
-
for
a class or series of shares of which there are issued shares, create special rights or restrictions for, and attach those special rights or restrictions
to, the shares of the class or series of shares;
-
(l)
-
for
a class or series of shares of which there are issued shares, vary or delete any special rights or restrictions attached to the shares of the class or
series of shares; or
-
(m)
-
otherwise
alter its authorized share structure when required or permitted to do so by the Business Corporations Act.
2.4
Special Majority
.
The majority
of votes required for the Company to pass a special resolution at a general meeting is
2
/
3
of the votes cast on the resolution by shareholders voting shares that carry the right to vote
at general meetings.
2.5
Special Separate Majority
.
The
majority of votes required to pass a special separate resolution at a class meeting is
2
/
3
of the votes cast on the resolution by shareholders voting shares that carry the right to vote
at the class meeting.
2.6
Consent Resolution
.
A consent
resolution in writing, whether by signed documents, fax, e-mail or any other method of transmitting legibly recorded messages, of shareholders or directors or a committee of directors is
as valid as if it had been passed at a duly called and held meeting of the shareholders, directors or committee, as the case may be. The consent resolution may be executed in any number of
counterparts, each of which when executed and delivered (by fax, e-mail or otherwise) is deemed to be an original, and all of which together constitute one consent resolution
in writing.
PART 3 SHARE CERTIFICATES
3.1
Mailing of Certificates
.
Any
share certificate may be mailed by registered mail, postage prepaid, to the shareholder entitled to that certificate at that shareholder's registered address and the Company is not liable for any loss
occasioned to the shareholder if that share certificate is lost or stolen. In respect of a share held jointly by several persons, mailing of a certificate for that share to one of several joint
holders or to a duly authorized agent of any of the joint holders is sufficient delivery to all.
3.2
Replacement of Lost or Destroyed
Certificate
.
If a share certificate:
-
(a)
-
is
worn out or defaced, the directors may, upon production to them of that certificate and upon such other terms, if any, that they determine, order the
certificate to be cancelled and issue a new certificate to replace the cancelled certificate;
-
(b)
-
is
lost, stolen or destroyed, then upon production of proof to the satisfaction of the directors and upon provision of such indemnity and security, if any,
that the directors deem adequate, a new share certificate must be issued to the person entitled to the lost, stolen or destroyed certificate.
3.3
Consolidation of
Certificates
.
If two or more certificates are surrendered by their registered owner to the Company together with a written request that the Company
issue one certificate registered in that registered owner's name representing the aggregate of the shares represented by the certificates so surrendered, the Company must cancel the certificates so
surrendered and issue in their place one certificate in accordance with the request.
D-3
3.4
Fee for Certificates
.
There
must be paid to the Company in respect of the issue of any certificate pursuant to this Part 3 such amount, if any, as the directors may from time to time determine and which must not exceed
the amount prescribed in the Business Corporations Act.
3.5
Non-Recognition of
Trusts
.
Except as required by law or statute or these Articles, no person is recognized by the Company as holding any share upon any trust and the
Company is not bound by or compelled in any way to recognize (even when having notice of any trust) any equitable, contingent, future or partial interest in any share or any interest in any fractional
part of a share or (except as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety in the shareholder.
3.6
Central Securities Register
.
As
required by and subject to the
Business Corporations Act,
the Company must maintain in British Columbia a central securities register. The directors
may, subject to the
Business Corporations Act,
appoint an agent to maintain the central securities register. The directors may also appoint one or more
agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as
registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in
its place.
PART 4 ISSUE, TRANSFER AND TRANSMISSION OF SHARES
4.1
Directors Authorized to Issue
Shares
.
Subject to any direction to the contrary contained in a resolution passed at a general meeting authorizing any increase of capital, the
issue of shares is under the control of the directors who may issue, otherwise dispose of or grant options on shares authorized but not yet issued at any time, to any person including a director, in
the manner, upon the terms and conditions and at the price or for the consideration as the directors, in their absolute discretion, may determine.
4.2
Transferability and Instrument of
Transfer
.
Subject to the restrictions, if any, set forth in these Articles, any shareholder may transfer that shareholder's shares by an instrument
in writing executed by or on behalf of that shareholder and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company must be in the form, if any, provided
on the back of the Company's form of share certificate or in any other form which the directors may approve. If the directors so require, each instrument of transfer must be in respect of only one
class of shares.
4.3
Submission of Instruments of
Transfer
.
Every instrument of transfer must be executed by the transferor and provided to the Company or the office of its transfer agent or
registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the directors or the transfer agent or registrar may require to
prove the title of the transferor or the transferor's right to transfer the shares. If the transfer is registered, the instrument of transfer must be retained by the Company or its transfer agent or
registrar. If the transfer is not registered, the instrument of transfer must be returned to the person depositing it together with the share certificate that accompanied it when tendered for
registration.
4.4
Authority in Instrument of
Transfer
.
The signature of a shareholder or of that shareholder's duly authorized attorney on the instrument of transfer authorizes the Company to
register the shares specified in the instrument of transfer in the name of the person named in that instrument of transfer as transferee or, if no person is so named, in any name designated in writing
by the person depositing the share certificate and the instrument of transfer with the Company or its transfer agent or registrar.
4.5
Enquiry as to Title Not
Required
.
Neither the Company nor any of its directors, officers or agents is bound to enquire into any title of the transferor of any shares to be
transferred and none of them is liable to any person for registering the transfer.
4.6
Transfer Fee
.
There must be
paid to the Company in respect of the registration of any transfer such amount, if any, as the directors may from time to time prescribe.
4.7
Personal Representative
Recognized
.
Upon the death or bankruptcy of a shareholder, that shareholder's legal personal representative or trustee in bankruptcy, although not a
shareholder, has the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt shareholder
D-4
if
the documents required by the Business Corporations Act have been deposited at the Company's registered office. This Article does not apply on the death of a shareholder with respect to shares
registered in that shareholder's name and the name of another person in joint tenancy.
4.8
Jointly Held Shares
.
If there
are joint shareholders in respect of a share and in the case of the bankruptcy of one of the joint shareholders, the trustee in bankruptcy of the bankrupt shareholder and the surviving joint
shareholder or shareholders are the only persons recognized by the Company as having any title to or interest in the share so held jointly.
PART 5 PURCHASE OF SHARES
5.1
Company Authorized to Purchase its
Shares
.
Subject to the provisions of this Part 5, the Business Corporations Act and the special rights and restrictions attached to any class
of shares, the Company may, by a resolution of the directors:
-
(a)
-
purchase
any of its shares at the price and upon the terms specified in that resolution; and
-
(b)
-
sell
any of its shares so purchased but not cancelled at the price and upon the terms specified in that resolution.
5.2
Offer to Purchase
Shares
.
Subject to section 5.3, before the Company purchases any of its shares, it must make an offer, to every shareholder who holds shares
of the class or series of shares to be purchased, to
purchase rateably from those shareholders the number of shares of that class or series of shares that the Company wishes to purchase unless:
-
(a)
-
the
purchase is made through a securities exchange or a quotation and trade reporting system;
-
(b)
-
the
shares are being purchased:
-
(i)
-
from
an employee or former employee of the Company or of an affiliate of the Company; or
-
(ii)
-
in
the case of shares beneficially owned by an employee or former employee of the Company or of an affiliate of the Company, from the registered owner of
the shares;
-
(c)
-
in
respect of a specific share purchase, the Company is, for that purchase, relieved of its obligation to make an offer to purchase rateably from those
shareholders holding shares of the class or series of shares from which the shares are to be purchased by a special separate resolution of those shareholders;
-
(d)
-
the
purchase is one made pursuant to an order of the court upon application by a shareholder;
-
(e)
-
the
purchase is of all of the notice shares of a dissenter;
-
(f)
-
the
purchase is one made pursuant to an arrangement proposed by the Company with shareholders, creditors or other persons; or
-
(g)
-
the
purchase is of fractional shares.
5.3
Shareholder may Waive
.
A
shareholder may, in writing, waive the right to receive an offer to purchase a shareholder's shares under this Part 5 and that waiver is effective whether given before or after the
purchase by the Company of any of its shares.
PART 6 BORROWING POWERS
6.1
Powers of Directors
.
Subject to
the Business Corporations Act, the directors may from time to time at their discretion authorize the Company to:
-
(a)
-
borrow
any amount of money;
-
(b)
-
guarantee
the repayment of any amount of money borrowed by any person or corporation; and
-
(c)
-
guarantee
the performance of any obligation of any person or corporation;
D-5
and
may raise or secure the repayment of any amount of money so borrowed or guaranteed or any obligation so guaranteed in any manner and upon any terms and conditions as they may think
fit and in particular and without limiting the generality of the foregoing by the issue of bonds, debentures or other debt obligations or by the granting of any mortgages or other security interest on
the undertaking of the whole or any part of the property of the Company, both present and future.
6.2
Negotiability of Debt
Obligations
.
The directors may make any bonds, debentures or other debt obligations issued by the Company by their terms assignable free from any
equities between the Company and the
person to whom they may be issued or any other person who lawfully acquires them by assignment, purchase or otherwise.
6.3
Special Rights on Debt
Obligations
.
The directors may authorize the issue of any bonds, debentures or other debt obligations of the Company at a discount, premium or
otherwise and with special or other rights or privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares, attending at general meetings of the Company and
otherwise as the directors may determine at or before the time of issue.
6.4
Execution of Debt
Obligations
.
If the directors so authorize or if any instrument under which any bonds, debentures or other debt obligations of the Company are
issued so provides any bonds, debentures and other debt obligations of the Company, instead of being manually signed by the directors or officers authorized in that behalf, may have the facsimile
signatures of those directors or officers printed or otherwise mechanically reproduced thereon and in either case is as valid as if signed manually and every bond, debenture or other debt obligation
so bearing facsimile signatures of directors or officers of the Company must be manually signed, countersigned or certified by or on behalf of a registrar, branch registrar, transfer agent or branch
transfer agent of the Company duly authorized to do so by the directors or the instrument under which such bonds, debentures or other debt obligations are issued. Notwithstanding that any person whose
facsimile signature is so used has ceased to hold the office that he or she is stated on any bond, debenture or other debt obligation to hold at the date of the actual issue of that bond, debenture or
other debt obligation, the bond, debenture or other debt obligation is valid and binding on the Company.
PART 7 GENERAL MEETINGS
7.1
Location of General
Meetings
.
Every general meeting must be held at such time and location as the directors may determine.
7.2
General Meeting
Participation
.
A shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may do so by video
conference or telephone if all shareholders and proxy holders participating in the meeting, whether by video conference, telephone or in person, are able to communicate with each other. If all
shareholders or proxy holders who are entitled to participate in, including vote at, a meeting consent, a shareholder or proxy holder may participate in the meeting by a communications medium other
than video conference or telephone if all shareholders and proxy holders participating in the meeting are able to communicate with each other. A shareholder or proxy holder who participates in a
meeting by a communications medium other than video conference or telephone is deemed to have agreed to participate by the other communications medium. A shareholder or proxy holder who participates
in a meeting by video conference, telephone or other communications medium is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and must be
counted in the quorum for and is entitled to communicate and vote at that meeting, and the meeting is deemed to be held at the location specified in the notice of meeting.
7.3
Notice of General
Meetings
.
Notice of a general meeting must specify the time and location of the meeting and, in case of special business (as described in
Part 8), the general nature of that business.
7.4
Waiver of Notice
.
Any person
entitled to notice of a general meeting may waive or reduce the period of notice for that meeting in writing or otherwise and may do so before, during or after the meeting.
7.5
Record Date for Notice
.
The
directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on
D-6
which
the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months.
7.6
Failure to Give Notice
.
The
accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting.
7.7
Notice of Special Business at General
Meeting
.
If any special business includes the presenting, considering, approving, ratifying or authorizing the execution of any document, then the
portion of any notice relating to that document is sufficient if it states that a copy of the document or proposed document is or will be available for inspection by shareholders at a place in the
Province of British Columbia specified in that notice during business hours in any working day or days prior to the date of the meeting.
PART 8 PROCEEDINGS AT GENERAL MEETINGS
8.1
Special Business
.
All business
at a general meeting is deemed to be special business except the consideration of the financial statements and the reports of the directors and auditors, the election of directors, appointment of
auditors, authorization of the directors to set the remuneration of the auditors and such other business as under these Articles ought to be transacted at an annual meeting or any business which is
brought under consideration by the report of the directors.
8.2
Quorum
.
Subject to this
Part 8, and subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is
two or more shareholders entitled to vote at such meeting represented in person or by proxy.
8.3
Requirement of Quorum
.
No
business other than the election of a chair and the adjournment or termination of the meeting may be transacted at any general meeting unless a quorum is present at the commencement of the meeting but
the quorum need not be present throughout the meeting.
8.4
Lack of Quorum
.
If within
30 minutes from the time appointed for a meeting a quorum is not present, the meeting:
-
(a)
-
if
convened by requisition of the shareholders, must be terminated; and
-
(b)
-
in
any other case, must stand adjourned to the same day in the next week at the same time and place.
If
at the adjourned meeting a quorum is not present within 30 minutes from the time appointed, the shareholder or shareholders present in person, by proxy or by authorized
representative is or are a quorum.
8.5
Chair
.
The chair of the Board,
if any, or in his or her absence the President, if any, or in his or her absence the Chief Executive Officer or a Vice-President, if any, is entitled to act as chair at every general meeting. If at
any general meeting the chair of the Board, if any, and the President, if any, and the Chief Executive Officer or a Vice-President, if any, are not present within 15 minutes after the time
appointed for holding the meeting or if neither is willing to act as chair, the directors present must choose one of their number to act as chair. If no director is present or if all the directors
present decline to act as chair or fail to so choose, the persons present must choose one of their number to act as chair.
8.6
Adjournments
.
The chair of the
meeting may, and must, if so directed by the meeting, adjourn the meeting from time to time and from place to place. No business may be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of a general
meeting. It is otherwise not necessary to give any notice of an adjourned meeting or of the business to be transacted at any adjourned meeting.
8.7
Voting
.
Every question
submitted to a general meeting must be decided:
-
(a)
-
if
a ballot is demanded by a shareholder or proxy holder entitled to vote at the meeting or is directed by the chair or is required by applicable laws or
stock exchange requirements, by ballot; or
-
(b)
-
in
any other case, by a show of hands or by any other manner that adequately discloses the intentions of the shareholders or proxy holders.
D-7
The
chair must declare to the meeting the decision on every question in accordance with the result of the ballot, the show of hands or the other manner that adequately disclosed the
intentions of the shareholders or proxy holders and that decision must be entered in the minute book of the Company. A declaration of the chair that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minute book of the Company is conclusive evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against that resolution.
8.8
Resolution Need Not Be
Seconded
.
No resolution proposed at a meeting need be seconded and the chair of any meeting is entitled to move or second a resolution.
8.9
Casting Vote
.
In case of an
equality of votes upon a resolution, whether on a show of hands or by ballot or any other manner, the chair does have a casting vote in addition to the vote or votes to which he or she may be entitled
as a shareholder.
8.10
Manner of Taking Ballot
.
If a
ballot is duly demanded it must be taken at once or in the manner the chair of the meeting directs. A demand for a ballot may be withdrawn. In the case of any dispute as to the admission or rejection
of a vote the chair must conclusively determine whether that vote is admitted or rejected.
8.11
Splitting Votes
.
On a ballot,
a shareholder entitled to more than one vote need not, if that shareholder votes, use all that shareholder's votes or cast all the votes that shareholder uses in the same way.
8.12
Demand for Ballot Not to Prevent Continuance of
Meeting
.
The demand for a ballot does not prevent the continuance of a meeting for the transaction of any business other than the question on which
a ballot has been demanded.
8.13
Retention of Ballots and
Proxies
.
The Company must, for at least three months after a meeting of shareholders, keep each ballot cast and each proxy voted at the meeting and,
during the period, make them available for inspection during statutory business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of the three-month period, the
Company may destroy such ballots and proxies.
PART 9 VOTES OF SHAREHOLDERS
9.1
Number of Votes Per Share or
Shareholder
.
Subject to any special rights or restrictions attached to any share contained in these Articles, on a show of hands every shareholder
entitled to vote present in person, by proxy or by authorized representative has one vote and on a ballot every shareholder entitled to vote on that ballot has one vote for every whole share held by
that shareholder and a fractional vote in proportion to any fraction of a share held by that shareholder.
9.2
Votes of Persons in Representative
Capacity
.
A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a ballot, and may appoint a
proxy holder to act at the meeting if, before doing so, the person satisfies the chair of the meeting or the directors that the person is a legal personal representative or a trustee in bankruptcy for
a shareholder who is entitled to vote at the meeting.
9.3
Votes by Joint Holders
.
If
there are joint shareholders registered in respect of any share, any one of the joint shareholders may vote at any meeting in person, by proxy or by authorized representative in respect of the share
as if that joint shareholder were solely entitled to it. If more than one of the joint shareholders is present at any meeting in person, by proxy or by authorized representative, the joint shareholder
so present whose name stands first on the central securities register in respect of the share is alone entitled to vote in respect of that share. For the purpose of this Part 9, two
or more executors or administrators of a deceased shareholder in whose sole name any share stands are deemed joint shareholders.
9.4
Representative of a Corporate
Shareholder
.
If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint, by an instrument in writing,
a person to act as its authorized representative at any meeting of shareholders of the Company, and:
-
(a)
-
for
that purpose, the instrument appointing the authorized representative must:
-
(i)
-
be
received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies at least
the number of business days specified in the
D-8
-
(b)
-
if
an authorized representative is appointed under this Part 9:
-
(i)
-
the
authorized representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the authorized
representative represents as that corporation could exercise if it were a shareholder who is an individual including, without limitation, the right to appoint a proxy holder; and
-
(ii)
-
the
authorized representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in
person at the meeting.
An
instrument appointing an authorized representative of a corporation must be in writing signed by a duly authorized person on behalf of that corporation and must be sent to
the Company.
9.5
Appointment of Proxy Holders
.
A
shareholder holding one or more shares in respect of which that shareholder is entitled to vote at a general meeting is entitled to appoint one or more proxy holders to attend, act and vote for that
shareholder at the general meeting and in so doing that shareholder must specify the number of shares that each proxy holder is entitled to vote.
9.6
Execution of Proxy
Instrument
.
A proxy must cast by telephone, on the internet or in writing signed by the appointor or the appointor's attorney or, if the appointor
is a corporation, by the authorized representative or a duly authorized person on behalf of that corporation.
9.7
Qualification of Proxy
Holder
.
A person who is not a shareholder may be appointed as a proxy holder. OR A person must not be appointed as a proxy holder unless the person
is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:
-
(a)
-
the
person appointing the proxy holder is a corporation or an authorized representative of a corporation appointed under this Part 9;
-
(b)
-
the
Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or
-
(c)
-
the
Company, by a resolution of the directors, permits the proxy holder to attend and vote at the meeting.
9.8
Deposit of Proxy
.
A proxy and
the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or other authority must be deposited at the registered office of the
Company or at such other place as is specified for that purpose in the notice calling the meeting not less than 48 hours before the time for holding the meeting at which the person named in the
proxy proposes to vote or must be deposited with the chair of the meeting, or with a person designated by the chair of the meeting, prior to the commencement of the meeting. In addition to any other
method of depositing proxies provided for in these Articles, the directors may from time to time make regulations:
-
(a)
-
permitting
the depositing of proxies at some place or places other than the place at which a meeting or adjourned meeting of shareholders is to
be held;
-
(b)
-
providing
for particulars of those proxies to be sent in writing or by fax, e-mail or any other method of transmitting legibly recorded messages
before a meeting or an adjourned meeting to the Company or any agent of the Company for the purpose of receiving those particulars; and
-
(c)
-
providing
that particulars of those proxies may be voted as though the proxies themselves were produced to the chair of the meeting or of the adjourned
meeting as required by this Article.
Votes
given in accordance with proxies and particulars of proxies so deposited are valid and counted.
D-9
9.9
Validity of Proxy Vote
.
A vote
given in accordance with the terms of a proxy is valid notwithstanding the previous death, bankruptcy or incapacity of the shareholder or revocation of the proxy or of the authority under which the
proxy was executed or the transfer of the share in respect of which the proxy is given, provided that prior to the meeting no notice in writing of such death, bankruptcy, incapacity, revocation or
transfer has been received at the registered office of the Company or by the chair of the meeting or of the adjourned meeting at which the vote was given.
9.10
Form of Proxy
.
A proxy
appointing a proxy holder must be in the following form or in any other form that the directors approve:
(
Name of Company
)
The
undersigned hereby appoints
or failing him or her
as proxy holder for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the
day of
,
, and at any adjournment of that meeting.
Signed
this
day of
,
.
|
|
|
|
|
(Signature of Shareholder)
|
9.11
Revocation of Proxy
.
Subject
to this Part, every proxy may be revoked by an instrument in writing that is received at the registered office of the Company, or such other location as is specified for that purpose in the notice of
meeting or in the information circular relating thereto, at any time up to and including the two business days before the day set for the holding of the meeting at which the proxy is to be used or
deposited with the chair of the meeting, or with a person designated by the chair of the meeting, prior to the commencement of the meeting.
9.12
Revocation of Proxy Will Be
Signed
.
An instrument to revoke a proxy must be signed as follows:
-
(a)
-
if
the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal
representative or trustee in bankruptcy;
-
(b)
-
if
the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by a duly authorized person on behalf of the
corporation or by the authorized representative appointed for the corporation under this Part 9.
PART 10 DIRECTORS
10.1
General Authority
.
Subject to
these Articles, the directors may exercise all powers and do all acts and things as the Company is by the Business Corporations Act, these Articles or otherwise authorized to exercise and do and which
are not by these Articles, by statute or otherwise lawfully directed or required to be exercised or done by the Company by unanimous resolution, exceptional resolution, special resolution or ordinary
resolution.
10.2
Number of Directors
.
The
number of directors may be determined by resolution of the Board. If at any time the Company is a public company and the number of directors fixed pursuant to these Articles is less than three, then
the number of directors is deemed to have been increased to three.
10.3
Directors' Acts Valid Despite
Vacancy
.
An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under
these Articles is in office.
10.4
Qualification of Directors
.
A
director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or
continue to act as a director.
D-10
10.5
Remuneration and Expenses of
Directors
.
The remuneration of the directors as such may from time to time be determined by the directors. Any remuneration of a director is in
addition to any salary or other remuneration paid to him or her as an officer or employee of the Company. Every director must be repaid such reasonable expenses as he or she may incur in and about the
business of the Company. Other than remuneration for professional services described in this Part 10, if any director performs any services for the Company that in the opinion of the directors
are outside the ordinary duties of a director or if he or she is specifically occupied in or about the Company's business other than as a director, he or she may be paid a remuneration to be fixed by
the directors. The remuneration so fixed may be either in addition to or in substitution for any other remuneration that he or she may be entitled to receive and the additional remuneration may be
charged as part of ordinary working expenses of the Company. Unless otherwise determined by ordinary resolution, the directors may pay a gratuity or pension or allowance on retirement to any director
who has held any salaried office or place of profit with the Company, to his or her spouse or dependants and they may also make any contributions to any fund and pay premiums for the purchase or
provision of any gratuity, pension or allowance in respect of that director.
10.6
Right to Office and Contract with
Company
.
A director may hold any office or place of profit in the Company, other than auditor, in conjunction with his or her office of director for
the period and on such terms as the directors may determine. Subject to compliance with the Business Corporations Act, no director or intended director is disqualified by his or her office from
contracting with the Company with regard to his or her tenure of office or place of profit or as vendor, purchaser or otherwise.
10.7
Director Acting in Professional
Capacity
.
Any director may act by him or herself or his or her firm in a professional capacity for the Company and he or she or his or her firm is
entitled to remuneration for professional services as if he or she were not a director.
10.8
Alternate Directors
.
Any
director may from time to time appoint any person who is approved by resolution of the directors to be his or her alternate director provided that approval is not required if a director is appointed
alternate director for another director. The appointee, while he or she holds office as an alternate director, is entitled to notice of meetings of the directors and, in the absence of the director
for whom he or she is an alternate, to attend and vote at meetings as a director and is not entitled to be remunerated otherwise than out of the remuneration of the director appointing him or her. Any
director may make or revoke an appointment of his or her alternate director by notice in writing sent to the Company. A person may act as an alternate for more than one director at any given time and
a director may act as an alternate director for any other director. No person may act as an alternate director unless that person qualifies under the Business Corporations Act to act as a director of
the Company. Every alternate director, if authorized by the notice appointing him or her, may sign any consent resolution in place of the director appointing him or her.
PART 11 ELECTION, APPOINTMENT AND REMOVAL OF DIRECTORS
11.1
Election and Appointment
.
The
shareholders may elect or appoint directors at any time and from time to time.
11.2
Elections and Appointments at Annual
Meetings
.
At each annual meeting all the directors retire and the shareholders must elect or appoint a Board of Directors consisting of the number
of directors for the time being fixed pursuant to Part 10. Any retiring director is eligible for re-election or re-appointment. If the holding of an annual meeting of
the Company is deferred or waived by a unanimous resolution of all shareholders entitled to vote at the annual meeting, each director in office on the annual reference date selected in the unanimous
resolution continues to be a director until the next annual reference date unless that director retires or is removed prior to the next annual reference date.
11.3
Filling a Casual Vacancy
.
The
directors may at any time and from time to time appoint any person as a director to fill a casual vacancy among the directors or a vacancy resulting from an increase of the number of directors.
11.4
Power to Appoint Additional
Directors
.
Between successive annual meetings, the directors have the power to appoint one or more additional directors but not more than
one-third the number of directors elected or appointed at the last annual meeting at which directors were elected or appointed. Any director so appointed
D-11
may
hold office only until the next following annual meeting of the Company but is eligible for election at such meeting and, so long as he or she is an additional director, the number of directors is
increased accordingly.
11.5
Removal of Directors
.
If a
director is convicted of an indictable offence or ceases to be qualified to act as a director of the company and does not promptly resign, the Company may remove the director before the expiration of
the director's term of office by a resolution of the directors. The Company may otherwise remove a director before the expiration of the director's term of office by a special resolution of the
shareholders.
11.6
Nomination of
Directors
.
-
(a)
-
In
this Article 11.6:
-
(i)
-
"
Applicable Securities Laws
" means the Securities Act and the applicable securities legislation of each
province and territory of Canada, as amended, of which the Company is a reporting issuer or equivalent, from time to time, along with the rules, regulations and forms made or promulgated under any
such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the related securities commission and similar regulatory authority of the applicable
provinces and territories of Canada;
-
(ii)
-
"
Company Email Address
" means the business email address of the Company as specified on the Company's
profile on SEDAR;
-
(iii)
-
"
Company Fax Number
" means the fax number of the Company as specified on the Company's profile
on SEDAR;
-
(iv)
-
"
Head Office
" means the head office address of the Company as specified on the Company's profile
on SEDAR;
-
(v)
-
"
Meeting of Shareholders
" means such annual shareholders meeting or special shareholders meeting at which
one or more persons are nominated for election to the Board of Directors by a Nominating Shareholder;
-
(vi)
-
"
Nominating Shareholder
" has the meaning set out in Article 11.6(b)(iii);
-
(vii)
-
"
Notice Date
" has the meaning set out in Article 11.6(d)(i);
-
(viii)
-
"
Public Announcement
" shall mean disclosure in a press release reported by a national news service in
Canada, or in a document publicly filed by the Company on SEDAR;
-
(ix)
-
"
Securities Act
" means the British Columbia
Securities Act
or any successor thereto;
-
(x)
-
"
SEDAR
" means the System for Electronic Document Analysis and Retrieval at www.sedar.com or any successor
filing service for the dissemination of public company disclosure documents in Canada; and
-
(xi)
-
"
Shareholder Notice
" has the meaning set out in Article 11.6(c).
-
(b)
-
Subject
only to the Business Corporations Act, only persons who are nominated in accordance with this Article 11.6 shall be eligible for election as
directors of the Company. Nominations of persons for election to the Board of Directors may be made for any Meeting of Shareholders:
-
(i)
-
by
or at the direction of the Board of Directors of the Company, including pursuant to a notice of meeting;
-
(ii)
-
by
or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations
Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or
-
(iii)
-
by
any person (a "
Nominating Shareholder
"): (A) who, on the record date for notice of such
meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such
meeting; and (B) who complies with the notice procedures set forth below in this Article 11.6.
D-12
-
(c)
-
In
addition to any other applicable requirements, a Nominating Shareholder must give the following in order to nominate persons for election as directors
timely notice of the nomination in proper written form to the chief financial officer of the Company at the Head Office in accordance with this Article 11.6
("
Shareholder Notice
").
-
(d)
-
To
be timely, the Shareholder Notice must be given:
-
(i)
-
in
the case of an annual meeting (which may also be an annual and special meeting of shareholders), not less than 30 and not more than 65 days prior
to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date
(the "
Notice Date
") on which the first Public Announcement of the date of the annual meeting was made, the Shareholder Notice may be given not
later than the 5:00 p.m. in the time zone of the Head Office on the tenth (10th) day following the Notice Date; and
-
(ii)
-
in
the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called
for other purposes), not later than the 5:00 p.m. in the time zone of the Head Office on the fifteenth (15th) day following the first Public Announcement of the date of the special meeting.
-
(e)
-
To
be in proper written form, the Shareholder Notice must set forth:
-
(i)
-
as
to each person whom the Nominating Shareholder proposes to nominate for election as a director: (B) the name, age, business address and
residential address of the person; (C) the principal occupation or employment of the person; (D) the class or series and number of shares in the capital of the Company which are
controlled or which are owned beneficially or of record by the person as of the record date of notice for the Meeting of Shareholders (if such date shall then have been made publicly available
and shall have occurred) and as of the date of such notice; (E) a statement as to whether such person would be "independent" of the Company (within the meaning of section 1.4
and 1.5 of National Instrument 52-110
Audit Committees
of the Canadian Securities
Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination; and (F) any other information
relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business
Corporations Act and Applicable Securities Laws; and
-
(ii)
-
as
to the Nominating Shareholder giving the Shareholder Notice, (A) any information relating to such Nominating Shareholder that would be required
to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws; and
(B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date
of notice for the Meeting of Shareholders (if such date shall than have been made publicly available and shall have occurred) and as of the date of such notice.
-
(f)
-
No
person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 11.6;
provided, however, that nothing in this Article 11.6 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders
of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act.
-
(g)
-
The
chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the
foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination be disregarded.
-
(h)
-
Notwithstanding
any other provision of these Articles, notice or any delivery given to the chief financial officer of the Company pursuant to this
Article 11.6 may only be given by mail, personal delivery,
D-13
facsimile
transmission or email and shall be deemed to have been given and made only at the time it is sent by mail to the Head Office, served by personal delivery to the Head Office, sent by email to
the Company Email Address or sent by facsimile transmission to the Company Fax Number (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or
electronic communication is made on a day which is a not a business day or later than 5:00 p.m. in the time zone of the Head Office on a day which is a business day, then such delivery or
electronic communication shall be deemed to have been made on the subsequent day that is a business day.
-
(i)
-
This
Article 11.6 only applies to the Company if and for so long as it is a public company.
-
(j)
-
Notwithstanding
the foregoing, the Board of Directors may, in their sole discretion, waive any requirement in this Article 11.6 by resolution of the
Board of Directors. In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of the Shareholder Notice.
PART 12 PROCEEDINGS OF DIRECTORS
12.1
Meetings and Quorum
.
The
directors may hold meetings as they think fit for the dispatch of business and may adjourn and otherwise regulate their meetings and proceedings as they think fit. The directors may from time to time
fix the quorum necessary for the transaction of business and unless so fixed the quorum is a majority of the Board.
12.2
Chair
.
The chair of the Board,
if any, of the Company is entitled to act as chair of every meeting of the Board but if at any meeting the chair of the Board, if any, is not present within 15 minutes after the time appointed
for holding the meeting, or if the chair of the Board is not willing to act as chair, the directors present must choose one of their number to act as chair.
12.3
Call and Notice of Meetings
.
A
director may at any time call a meeting of the directors. Notice specifying the time and place of that meeting may be personally given or sent to each director and must be given at least
48 hours before the time appointed for holding the meeting or such lesser time as may be reasonable under the circumstances. It is not necessary to give to any director notice of a meeting of
directors immediately following a general meeting at which that director has been elected or notice of a meeting of directors at which that director was appointed.
12.4
Validity of Meeting Despite Failure to Give
Notice
.
The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or
alternate director does not invalidate any proceedings at that meeting.
12.5
Meeting Participation
.
A
director may participate in a meeting of the directors or of any committee of the directors by video conference or telephone if all directors participating in the meeting, whether by video conference
or telephone or in person, are able to communicate with each other. If all the directors consent, a director may participate in a meeting of the directors or of any committee of the directors by a
communications medium other than video conference or telephone if all directors participating in the meeting are able to communicate with each other. A director who participates in a meeting by a
communications medium other than video conference or telephone is deemed to have agreed to participate by the other communications medium. A director who participates in a meeting by video conference,
telephone or other communications medium is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and must be counted in the quorum for and is
entitled to communicate and vote at that meeting.
12.6
Competence of Quorum
.
The
directors at a meeting at which a quorum is present are competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors.
12.7
Committees
.
The directors may
from time to time by resolution constitute, dissolve or reconstitute standing committees and other committees consisting of such persons as the directors may determine. Every committee so constituted
has the authorities, powers and discretions that may be delegated to it by the directors and must act in accordance with any regulations that the directors may impose upon it.
D-14
12.8
Validity of Meeting if Directorship
Deficient
.
All acts done by any director or by any member of a committee constituted by the directors, notwithstanding that it is discovered
afterwards that there was some defect in the appointment of any person so acting or that he or she was disqualified, are valid.
12.9
Majority Rule and Casting
Vote
.
Questions arising at any meeting of the directors must be decided by a majority of votes. In the case of an equality of votes, the chair does
not have a casting vote.
PART 13 OFFICERS
13.1
Appointment of Officers
.
The
directors may appoint officers of the Company and may specify their duties. Any individual may be appointed to any office of the Company. Two or more offices of the Company may be held by the same
individual.
PART 14 DIVIDENDS
14.1
Declaration of
Dividends
.
Subject to the Business Corporations Act and the rights, if any, of shareholders holding shares with special rights and restrictions, the
directors may declare dividends and fix the date of record and the date for payment of any dividend. No date of record for any dividend may precede the date of payment of that dividend by more than
the maximum number of days permitted by the Business Corporations Act. No notice need be given of the declaration of any dividend. If no valid date of record is fixed, the date of record is deemed to
be the same date as the date of payment of the dividend.
14.2
Dividend Bears No Interest
.
No
dividend may bear interest against the Company.
14.3
Payment in Specie
.
The
directors may direct payment of any dividend wholly or partly by the distribution of specific assets or of paid-up shares or bonds, debentures or other debt obligations of the Company or
in any one or more of those ways and if any difficulty arises in regard to the distribution the directors may settle the difficulty as they think fit. The directors may fix the value for distribution
of specific assets and may vest any of those specific assets in trustees upon such trusts for the persons entitled to those specific assets as the directors think fit.
14.4
Fractional
Interests
.
Notwithstanding the provisions of this Part 14, if any dividend results in any shareholder being entitled to a fraction of a
share, bond, debenture or other debt obligation of the Company, the directors may pay that shareholder the cash equivalent in place of that fraction of a share, bond, debenture or other debt
obligation. The directors may arrange through a fiscal agent or otherwise for the sale, consolidation or other disposition of fractions of shares, bonds, debentures or other debt obligations of the
Company on behalf of shareholders entitled to them.
14.5
Payment of Dividends
.
Any
dividend payable in cash by the Company may be paid by cheque mailed to the registered address of the shareholder or in the case of joint shareholders to the registered address of the joint
shareholder first named in the central securities register or to such person or to such address as any shareholder may direct in writing. Every cheque must be made payable to the order of the person
to whom it is sent and in the case of joint shareholders to those joint shareholders.
14.6
Receipt by Joint
Shareholders
.
If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other
money payable in respect of the share.
PART 15 ACCOUNTING RECORDS AND AUDITORS
15.1
Accounts to be Kept
.
The
directors must cause accounting records to be kept as necessary to properly record the financial affairs and condition of the Company and to comply with the provisions of statutes applicable to
the Company.
15.2
Location of Accounts
.
The
directors must determine the place at which the accounting records of the Company must be kept and those records must be open to the inspection of any director during the statutory business hours of
the Company.
D-15
15.3
Remuneration of Auditors
.
The
directors may set the remuneration of any auditor of the Company.
PART 16 SENDING OF RECORDS
16.1
Manner of Sending
Records
.
Unless the Business Corporations Act requires otherwise, a record may be sent:
-
(a)
-
to
the Company by delivery or mail to the Company at the delivery address or mailing address of its registered office or by fax or e-mail to a
fax number or e-mail address specified by the Company for that purpose;
-
(b)
-
to
a director by delivery or mail to the director at the prescribed address of that director or by fax or e-mail to the fax or
e-mail address specified for that purpose by the director;
-
(c)
-
to
a shareholder by delivery or mail to the shareholder at the registered address of that shareholder or by fax or e-mail to the fax or
e-mail address specified for that purpose by the shareholder; or
-
(d)
-
to
the person entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder by delivery or mail or by fax or e-mail to
that person at the address specified for that purpose by the person so entitled and until that address, fax number or e-mail address has been so specified, the record may be sent in any
manner in which it might have been sent if the death, bankruptcy or incapacity had not occurred.
16.2
Sending to Joint Holders
.
A
record may be sent by the Company to joint shareholders in respect of a share registered in their names by sending the record to the joint shareholder first named in the central securities register in
respect of that share.
16.3
Date Record Deemed
Received
.
If a record is sent by mail, postage prepaid, that record is deemed to have been received on the day, Saturdays, Sundays and holidays
excepted, following the date of mailing. If a record is sent by fax, e-mail or any other manner of transmitting visually recorded messages, that record is deemed to have been received on
the day it is sent if received before or during statutory business hours that day and is deemed to have been received on the day, Saturdays and holidays excepted, following the date it is sent if
received after statutory business hours or on a Saturday or holiday.
PART 17 NOTICES
17.1
Minimum Number of Days
.
Notice
of a general meeting must be sent to all shareholders holding shares that carry the right to vote at general meetings, except to shareholders who have otherwise indicated in the client response form
completed and submitted by such shareholder pursuant to
National Instrument 54-101 Communication with Beneficial
Owner of Securities of a Reporting Issuer
, at least 21 days before the general meeting. Notice of a class or series meeting must be sent to all shareholders holding
shares of that class or series at least 14 days before the class or series meeting.
17.2
Persons to Receive
Notice
.
Notice of every general meeting must be sent to:
-
(a)
-
every
shareholder holding a share or shares carrying the right to vote at that meeting on the record date or, if no record date was established by the
directors, on the date the notice is sent;
-
(b)
-
the
personal representative of a deceased shareholder if entitled to notice by the Business Corporations Act;
-
(c)
-
the
trustee in bankruptcy of a bankrupt shareholder if entitled to notice by the Business Corporations Act;
-
(d)
-
every
director; and
-
(e)
-
the
auditor, if any.
No
other person is entitled to receive notices of general meetings.
D-16
PART 18 EXECUTION OF DOCUMENTS
18.1
Seal Optional
.
The directors
may provide a common seal for the Company and may provide for its use. The directors have power to destroy the common seal and may provide a new common seal.
18.2
Official Seal
.
The directors
may provide for use in any other province, state, territory or country an official seal that must have on its face the name of the province, state, territory or country where it is to be used.
18.3
Affixing of Seal to
Documents
.
The directors must provide for the safe custody of each of the Company's seals, if any, which shall not be affixed to any instrument
except by the authority of a resolution of the directors and by such person or persons as may be prescribed in and by that resolution and the person or persons so prescribed must sign every instrument
to which the seal of the Company is affixed in his, her or their presence, provided that a resolution directing the general use of a seal, if any, may at any time be passed by the directors and
applies to the use of that seal until countermanded by another resolution of the directors. In the absence of any resolution so authorizing the use of any seal, any seal of the Company may be affixed
to any document that requires the seal of the Company in the presence of all the directors.
PART 19 INDEMNIFICATION
19.1
Definitions
.
In this
Part 19:
-
(a)
-
"associated
corporation" means a corporation or entity that
-
(i)
-
is
or was an affiliate of the Company;
-
(ii)
-
is
a corporation, other than the Company, for which the eligible party is or was a director, alternate director or officer, at the request of the
Company, or
-
(iii)
-
is
a partnership, trust, joint venture or other unincorporated entity for which the eligible party holds or held a position equivalent to that of a
director or officer at the request of the Company;
-
(b)
-
"eligible
party" means an individual who
-
(i)
-
is
or was a director or officer of the Company,
-
(ii)
-
is
or was a director or officer of another corporation,
-
(a)
-
at
a time when the corporation is or was an affiliate of the Company, or
-
(b)
-
at
the request of the Company, or
-
(iii)
-
at
the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture
or other unincorporated entity;
-
(c)
-
"eligible
penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
-
(d)
-
"eligible
proceeding" means a proceeding in which an eligible party or any of the heirs and legal personal representatives of the eligible party, by reason
of the eligible party being or having been a director, alternate director or officer or holding or having held a position equivalent to that of a director, alternate director or officer of the Company
or an associated corporation
-
(i)
-
is
or may be joined as a party, or
-
(ii)
-
is
or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
-
(e)
-
"expenses"
includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in
settlement of a proceeding; and
-
(f)
-
"proceeding"
includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
19.2
Mandatory Indemnification of Eligible
Parties
.
To the extent the Company is not so prohibited by the Business Corporations Act, the Company must indemnify each eligible party and the
heirs and legal personal
D-17
representatives
of each eligible party against all eligible penalties to which each eligible party is or may be liable, and the Company must, after the final disposition of an eligible proceeding pay
the expenses actually and reasonably incurred by each eligible party in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity
contained in this Part 19.
19.3
Non-Compliance with Business Corporations
Act
.
The failure of each eligible party to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he
or she is entitled under this Part.
19.4
Advance Expenses
.
Unless
prohibited by applicable law or court order, the Company must pay, as they are incurred, in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by
an eligible party in respect of the eligible proceeding provided that the Company shall not make such payments unless the Company first receives from the eligible party a written undertaking that, if
it is ultimately determined that the payment of expenses is prohibited by applicable law, the eligible party must repay the amounts advanced.
19.5
Indemnity Restricted
.
Despite
any other provision of this Part 19, the Company is not obliged to make any payment that is prohibited by the Business Corporations Act or by court order in force at the date the payment
is made.
19.6
Company May Purchase
Insurance
.
The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal
representatives) who:
-
(a)
-
is
or was serving as a director, alternate director or officer of the Company;
-
(b)
-
is
or was serving as a director, alternate director or officer of any associated corporation; or
-
(c)
-
at
the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other
unincorporated entity against any liability incurred by him or her in such equivalent position.
PART 20 RESTRICTION ON SECURITY TRANSFERS
20.1
Application
.
This Part does
not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to
which the Statutory Reporting Company Provisions apply.
20.2
Directors May Decline to Approve
Transfer
.
No security of the company, other than a non-convertible debt security, may be sold, transferred or otherwise disposed of
without the approval of the directors. Notwithstanding anything contained in these Articles, the directors may in their absolute discretion decline to approve any sale, transfer or other disposition
of a security of the company (other than non-convertible debt security) or to approve the registration of the transfer of such a security of the company in the central securities register
or other registers of the Company and the directors are not required to disclose their reasons for declining approval.
PART 21 AUTHORIZED SHARE STRUCTURE
21.1
Described in Notice of
Articles
.
The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of
Articles of the Company.
PART 22 RESTRICTIONS ON BUSINESS OR POWERS
22.1
Restrictions
.
The Company is
restricted from carrying on business of a railway, steamship, air transport, canal, telegraph, telephone or irrigation company.
D-18
PART 23 SHARE RIGHTS AND RESTRICTIONS
23.1
Common Shares
. The Common
shares shall confer on the holders thereof and shall be subject to the following special rights and restrictions:
-
(a)
-
Voting
The holders of the Common shares
shall be entitled to receive notice of and to attend any meetings of the members of the Company and, at any meeting of the members of the Company, shall be entitled to one vote in respect of each
Common share held.
-
(b)
-
Dividends
The holders of the Common
shares shall, in the absolute discretion of the directors, be entitled to receive and the Company shall pay out of monies of the Company properly applicable to the payment of dividends, those
dividends as may be declared from time to time in respect of the Common shares.
-
(c)
-
Capital Distribution
In the event of
the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs
(whether voluntary or involuntary) or upon a reduction of capital, the holders of the Common shares shall be entitled to share, on a pro rata basis, in any further distribution of the property
or assets of the Company.
|
|
|
Signature of Director
|
|
|
Name of Director:
|
|
|
DATE:
|
|
|
D-19
NOTICE OF ARTICLES
A. NAME OF COMPANY
Set out the name of the company as set out in Item A of the Continuation Application.
B. TRANSLATION OF COMPANY NAME
Set out every translation of the company name that the company intends to use outside of Canada.
C. DIRECTOR NAME(S) AND ADDRESS(ES)
Set
out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if
different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address
and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box.
Attach
an additional sheet if more space is required.
|
|
|
|
|
LAST NAME FIRST NAME MIDDLE NAME
|
|
DELIVERY ADDRESS
INCLUDING PROVINCE/STATE, COUNTRY
AND POSTAL/ZIP CODE
|
|
MAILING ADDRESS
INCLUDING PROVINCE/STATE, COUNTRY
AND POSTAL/ZIP CODE
|
|
Ogrzlo, C. Thomas
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Richings, Michael B.
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Clark, John
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Eppler, W. Durand
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Stevenson, Tracy A.
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Earnest, Frederick H.
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Adshead-Bell, Nicole Sheri
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
|
Suite #5, 7961 Shaffer Parkway,
Littleton, CO USA 80127
|
D. REGISTERED OFFICE ADDRESSES
DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE)
1200 Waterfront Centre, 200 Burrard Street, Vancouver, BC V6C 3LC
MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE)
1200 Waterfront Centre, 200 Burrard Street, PO Box 48600, Vancouver, BC V7X 1T2
E. RECORDS OFFICE ADDRESSES
DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE (INCLUDING BC and POSTAL CODE)
1200 Waterfront Centre, 200 Burrard Street, Vancouver, BC V6C 3LC
MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE (INCLUDING BC and POSTAL CODE)
1200 Waterfront Centre, 200 Burrard Street, PO Box 48600, Vancouver, BC V7X 1T2
D-20
F. AUTHORIZED SHARE STRUCTURE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of
shares of this class or
series of shares that the
company is authorized to
issue, or indicate there is
no maximum number
|
|
|
|
|
|
|
|
|
|
|
|
|
Are there special rights or
restrictions attached to
the shares of this class or
series of shares?
|
|
|
Kind of shares of this class
or series of shares
|
|
|
MAXIMUM NUMBER OF
SHARES AUTHORIZED OR
NO MAXIMUM NUMBER
|
Identifying name of class or series of shares
|
|
PAR VALUE OR WITHOUT
PAR VALUE
|
|
TYPE OF CURRENCY
|
|
YES/NO
|
|
Common shares
|
|
|
|
|
|
|
|
|
|
|
Yes
|
|
|
|
|
Rev. 2007/10/3
|
|
NOA Page 1
|
FORM 16 Leitch Systems Design Inc. Approved March 14, 2008
|
|
|
Adapted and reprinted with permission of the Province of British Columbia © 2008
|
|
|
D-21
APPENDIX "E"
COMPARISON OF SHAREHOLDER RIGHTS
UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ("BCBCA")
AND THE BUSINESS CORPORATIONS ACT (YUKON) ("YBCA")
The following is a summary comparison of certain of the current rights of shareholders under the YBCA and the rights that they will
have under the BCBCA. The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of the BCBCA, the YBCA and the Corporation's
constating documents including its articles and by-laws, copies of which can be obtained from the Corporation. This comparison is not intended to be, nor should it be construed to be,
legal advice.
This
summary is not meant to be exhaustive and reference should be made to the complete text of the YBCA and the BCBCA. It is strongly recommended that each shareholder consult with his
or her legal advisors as to the nature and effect of the change in corporate jurisdiction.
Fundamental Corporate Changes
Generally, under the BCBCA, a company must not alter its notice of articles or articles unless it is authorized to do so: (a) by
the type of resolution specified in the BCBCA; (b) if the BCBCA does not specify a type of resolution, then by the type of resolution specified in the company's articles; or (c) if
neither the BCBCA nor the articles specify the type of resolution, then by a special resolution. Under the BCBCA and unless otherwise provided in a company's articles, a special resolution usually
refers to a majority of at least two-thirds of the votes cast on the resolution and an ordinary resolution refers to a simple majority of the votes cast on the resolution.
The
BCBCA permits a company to effect capital alterations by the type of resolution that is specified in the company's articles or, if not so specified, by special resolution.
Under
the YBCA, the articles of a company may be amended by a special resolution to: (a) change a company's name; (b) add, change or remove any restriction on the business
or businesses that the company may carry on; (c) change the maximum number of shares that a company is authorized to issue; (d) create new classes of shares; (e) change the
designation of all or any of a company's shares and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its
shares, whether issued or unissued; (f) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a
different number of shares of other classes or series; (g) divide a class of shares, whether issued or unissued, into series and establish the number of shares in each series and the rights,
privileges, restrictions and conditions of that series; (h) authorize the directors to divide any class of unissued shares into series and establish the number of shares in each series and the
rights, privileges, restrictions and conditions of that series; (i) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any
series; (j) revoke, diminish or enlarge any authority conferred under items (h) and (i); (k) increase or decrease the number of directors or the minimum or maximum number
of directors; (l) add, change or remove restrictions on the transfer of shares; or (m) add, change or remove any other provision permitted by the YBCA to be set out in the articles. A
special resolution is also required to approve an amalgamation, continuance into another jurisdiction and an extraordinary sale, lease or exchange of property.
Under
the YBCA, a special resolution refers to a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of
that resolution and an ordinary resolution refers to a resolution passed by a simple majority of the votes cast by the shareholders who voted in respect of that resolution.
Alteration of Special Rights and Restrictions of Shares
Under the BCBCA, a company may create, vary or delete special rights and restrictions attaching to any class or series of shares
(whether issued or unissued) by the type of
shareholders' resolution specified in the company's articles. If no shareholders' resolution is specified, then such changes may only be effected by a
E-1
special
resolution. Authority may also be granted in a company's articles to permit the directors to create or alter the rights and restrictions of any unissued shares of any series.
Under
the YBCA, a company may add, change or remove rights and restrictions of any class or series of shares (whether issued or unissued) only by special resolution (although authority
may be granted in a company's articles to permit the directors to change the rights and restrictions of any unissued shares of any series).
Change of Name
Under the BCBCA, a company is permitted to change its name by the type of resolution that is specified in the company's articles or, if
not so specified, by special resolution. Under the YBCA, a company may only effect a name change by special resolution.
Shareholders Meetings
Place of Meetings
The BCBCA requires that every general meeting of shareholders of a company must be held in British Columbia or may be held at a
location outside of British Columbia if: (a) the articles of the company provide for such location; (b) the articles of the company do not restrict the company from approving a location
outside British Columbia, and such location is approved by the resolution required by the articles for that purpose or, if the articles do not so specify, by an ordinary resolution; or (c) such
location is approved by the Registrar of Companies before the meeting is held.
The
YBCA provides that shareholders' meetings shall be held at the place in the Yukon provided in the by-laws or, in the absence of such provision, at the place in the Yukon
that the directors determine. Shareholders meetings may be held at outside the Yukon if all the shareholders entitled to vote at such meeting agree or at one or more places outside the Yukon as
specified in the corporation's articles.
Quorum for Shareholders Meetings
Under the BCBCA, the quorum is the quorum established by the articles or if no quorum is established, it is two shareholders entitled
to vote at the meeting whether present in person or represented by proxy.
Under
the YBCA, a quorum for a shareholders meeting is a majority of the shares entitled to vote at the meeting represented in person or by proxy, unless the by-laws of the
company provide otherwise.
Shareholder Proposals
The BCBCA provides that shareholder proposals must be signed by qualified shareholders who, in the aggregate, hold shares that:
(a) comprise of at least 1% of the issued shares of the company that carry the right to vote at general meetings; or (b) have a fair market value in excess of $2,000. A qualified
shareholder is any registered or beneficial owner of shares carrying the right to vote at general meetings, and who has held such shares for an uninterrupted period of at least two years prior to the
date of signing the proposal, but does not include any person who, within two years before the date of the signing of the proposal, failed to present (in person or by proxy) at an annual
meeting an earlier proposal of which that person was a submitter and in response to which the company has complied with certain procedural obligations.
The
YBCA provides that any shareholder who is entitled to vote at an annual meeting may submit to the company notice of any matter that the shareholder proposes to raise at the meeting
and discuss such matters at the meeting. A company that solicits proxies is required, subject to certain exceptions set forth in the YBCA, to set forth a shareholder proposal in its management proxy
circular and, if so requested by the submitting shareholder, include in the management proxy circular a statement of the submitting shareholder in support of the proposal. A proposal may
include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5% of the shares entitled to be voted at
the meeting.
E-2
Directors and Officers
Number of Directors; Residency of Directors
The BCBCA provides that a public company must have a minimum of three directors. The YBCA requires a distributing corporation to have
at least three directors, at least two of whom are not officers or employees of the company or its affiliates. Neither the YBCA nor the BCBCA impose any residency requirements on directors.
Term of Directors
The BCBCA does not expressly limit the length of the term for which a director may be elected but provides that directors shall be
elected or appointed in accordance with the BCBCA and the articles of a company. Under the YBCA, directors are elected for terms expiring at the next annual meeting of shareholders, unless the
articles or an unanimous shareholder agreement provide for a longer term (not exceeding three years).
Removal of Directors
Under the BCBCA, a director may be removed by special resolution or by some other method or resolution as specified in the articles of
a company. Under the YBCA, a director may be removed by an ordinary resolution at a special meeting of the shareholders.
Dissent Rights
Under the BCBCA, shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the
company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable in respect of: (a) a resolution to alter the articles to change
restrictions on the powers of the company or on the business it is permitted to carry on; (b) a resolution to adopt an amalgamation agreement; (c) a resolution to approve an amalgamation
into a foreign jurisdiction; (d) a resolution to approve an arrangement, the terms of which arrangement permit dissent; (e) a resolution to authorize or ratify the sale, lease or other
disposition of all or substantially all of the company's undertaking; (f) a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) any other resolution, if dissent is authorized by the resolution; and (h) any court order that permits dissent.
Under
the YBCA, a holder of shares of any class of a company may exercise dissent rights in certain circumstances, such as if the company resolves to: (a) amend its articles to
add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class; (b) amend its articles under to add, change or remove any restrictions on the
business or businesses that the company may carry on; (c) amalgamate with another corporation, other than under certain specified sections of the YBCA; (d) be continued under the laws of
another jurisdiction; or (e) sell, lease or exchange all or substantially all its property.
Oppression Remedies
Under the BCBCA, a shareholder of a company has the right to apply to the court on the grounds that: (a) the affairs of the
company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or
(b) some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or
is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.
On
such an application, the court may make any order it considers appropriate. For the purposes of the oppression remedy provisions, "shareholder" includes a beneficial owner of a share
of a company and any other person whom the court considers to be an appropriate person to make an application for an oppression remedy.
The
YBCA contains rights that are broader in that they are available to a larger class of complainants. Under the YBCA, a director, officer or securityholder (whether the security is
legally or beneficially owned) or a former director, officer or securityholder (whether the security is legally or beneficially owned) of a company or
E-3
any
of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy may apply to the court for an order to rectify the matters complained of
where, in respect of a company or any of its affiliates: (a) any act or omission of the company or its affiliates effects a result, (b) the business or affairs of the company or its
affiliates are or have been carried on or conducted in a manner; or (c) the powers of the directors of the company or any of its affiliates are or have been exercised in a manner, that is
oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any securityholder, creditor, director or officer.
Shareholder Derivative Actions
Under the BCBCA, a director or a shareholder of a company may, with leave of the court, prosecute a legal proceeding in the name and on
behalf of the company to enforce a right, duty or obligation owed to the company that could be enforced by the company itself, or to obtain damages for any breach of such right, duty or obligation.
There is a similar right of a shareholder or director, with leave of the court, and in the name and on behalf of the company, to defend a legal proceeding brought against the company. The court may
grant leave for an application to commence a derivative action if: (a) the complainant has made reasonable efforts to cause the directors of the company to prosecute or defend the legal
proceeding; (b) notice of the application for leave has been given to the company and to any other person the court may order; (c) the complainant is acting in good faith; and
(d) it appears to the court that it is in the best interests of the company for the legal proceeding to be prosecuted or defended.
For
the purposes of the derivative action provisions of the BCBCA, "shareholder" includes a beneficial owner of a share of a company and any other person whom the court considers to be
an appropriate person to make an application.
The
YBCA contains similar provisions for derivative actions but the right to bring a derivative action is available to a broader group. The right under the YBCA extends to directors,
officers or securityholders (whether the security is legally or beneficially owned) and former directors, officers or securityholders (whether the security is legally or beneficially owned) of a
company or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to bring a derivative action. Also, the YBCA permits a complainant to commence an action in
the name of a subsidiary of the company.
E-4
APPENDIX "F"
DISSENT PROVISIONS
Registered
shareholders have the right to dissent in respect of the Continuance Resolution. Such right of dissent is described in the Information Circular. The full text of section 103 of the
YBCA is set forth below:
193(1) Subject
to sections 194 and 243, a holder of shares of any class of a corporation may dissent if the corporation
resolves to
-
(a)
-
amend
its articles under section 175 or 176 to add, change or remove any provisions restricting or constraining the issue or transfer of
shares of that class;
-
(b)
-
amend
its articles under section 175 to add, change or remove any restrictions on the business or businesses that the corporation may
carry on;
-
(c)
-
amalgamate
with another corporation, otherwise than under section 186 or 189;
-
(d)
-
be
continued under the laws of another jurisdiction under section 191; or
-
(e)
-
sell,
lease or exchange all or substantially all its property under section 192.
-
(2)
-
A
holder of shares of any class or series of shares entitled to vote under section 178 may dissent if the corporation resolves to amend its articles
in a manner described in that section.
-
(3)
-
In
addition to any other right, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this
section is entitled to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the last business day before the
day on which the resolution from which the shareholder dissents was adopted.
-
(4)
-
A
dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder or on behalf of any
one beneficial owner and registered in the name of the dissenting shareholder.
-
(5)
-
A
dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1)
or (2)
-
(a)
-
at
or before any meeting of shareholders at which the resolution is to be voted on; or
-
(b)
-
if
the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time
after learning that the resolution was adopted and of the right to dissent.
-
(6)
-
An
application may be made to the Supreme Court after the adoption of a resolution referred to in subsection (1)
or (2),
-
(a)
-
by
the corporation; or
-
(b)
-
by
a shareholder if an objection to the corporation under subsection (5) has been sent by the shareholder,
F-1
-
(8)
-
Unless
the Supreme Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting
shareholder
-
(a)
-
at
least 10 days before the date on which the application is returnable, if the corporation is the applicant; or
-
(b)
-
within
10 days after the corporation is served with a copy of the originating notice, if a shareholder is the applicant.
-
(9)
-
Every
offer made under subsection (7) shall
-
(a)
-
be
made on the same terms; and
-
(b)
-
contain
or be accompanied by a statement showing how the fair value was determined.
-
(10)
-
A
dissenting shareholder may make an agreement with the corporation for the purchase of that shareholder's shares by the corporation, in the amount of the
corporation's offer under subsection (7) or otherwise, at any time before the Supreme Court pronounces an order setting the fair value of the shares.
-
(11)
-
A
dissenting shareholder
-
(a)
-
is
not required to give security for costs in respect of an application under subsection (6); and
-
(b)
-
except
in special circumstances shall not be required to pay the costs of the application or appraisal.
-
(12)
-
In
connection with an application under subsection (6), the Supreme Court may give directions for
-
(a)
-
joining
as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders
who, in the opinion of the Supreme Court, are in need of representation;
-
(b)
-
the
trial of issues and interlocutory matters, including pleadings and examinations for discovery;
-
(c)
-
the
payment to the shareholder of all or part of the sum offered by the corporation for the shares;
-
(d)
-
the
deposit of the share certificates with the Supreme Court or with the corporation or its transfer agent;
-
(e)
-
the
appointment and payment of independent appraisers, and the procedures to be followed by them;
-
(f)
-
the
service of documents; and
-
(g)
-
the
burden of proof on the parties.
-
(13)
-
On
an application under subsection (6), the Supreme Court shall make an order
-
(a)
-
setting
the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application;
-
(b)
-
giving
judgment in that amount against the corporation and in favour of each of those dissenting shareholders; and
-
(c)
-
setting
the time within which the corporation must pay that amount to a shareholder.
-
(14)
-
On
-
(a)
-
the
action approved by the resolution from which the shareholder dissents becoming effective;
-
(b)
-
the
making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the
corporation for that shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise; or
-
(c)
-
the
pronouncement of an order under subsection (13),
F-2
whichever
first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares in the amount agreed to between the corporation and the
shareholder or in the amount of the judgment, as the case may be.
-
(15)
-
Paragraph (14)(a)
does not apply to a shareholder referred to in paragraph (5)(b).
-
(16)
-
Until
one of the events mentioned in subsection (14) occurs,
-
(a)
-
the
shareholder may withdraw the dissent; or
-
(b)
-
the
corporation may rescind the resolution,
-
(17)
-
The
Supreme Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which
the shareholder ceases to have any rights as a shareholder because of subsection (14) until the date of payment.
-
(18)
-
If
subsection (20) applies, the corporation shall, within 10 days after
-
(a)
-
the
pronouncement of an order under subsection (13); or
-
(b)
-
the
making of an agreement between the shareholder and the corporation as to the payment to be made for the shares,
F-3
QuickLinks
VISTA GOLD CORP. NOTICE OF MEETING
TABLE OF CONTENTS
MANAGEMENT INFORMATION AND PROXY CIRCULAR
APPENDIX "A" FORM OF PROXY
[attached]
APPENDIX "B" MANDATE OF THE BOARD OF DIRECTORS VISTA GOLD CORP. (the "Company") MANDATE OF THE BOARD OF DIRECTORS (Adopted March 2, 2009, as amended on March 5, 2013)
APPENDIX "C" NOTICE OF CHANGE OF AUDITOR
APPENDIX "D" PROPOSED ARTICLES AND NOTICE OF ARTICLES UNDER BCBCA
BUSINESS CORPORATIONS ACT ARTICLES of VISTA GOLD CORP.
TABLE OF CONTENTS
BUSINESS CORPORATIONS ACT ARTICLES of VISTA GOLD CORP.
PART 1 INTERPRETATION
PART 2 RESOLUTIONS AND MAJORITIES
PART 3 SHARE CERTIFICATES
PART 4 ISSUE, TRANSFER AND TRANSMISSION OF SHARES
PART 5 PURCHASE OF SHARES
PART 6 BORROWING POWERS
PART 7 GENERAL MEETINGS
PART 8 PROCEEDINGS AT GENERAL MEETINGS
PART 9 VOTES OF SHAREHOLDERS
( Name of Company )
PART 10 DIRECTORS
PART 11 ELECTION, APPOINTMENT AND REMOVAL OF DIRECTORS
PART 12 PROCEEDINGS OF DIRECTORS
PART 13 OFFICERS
PART 14 DIVIDENDS
PART 15 ACCOUNTING RECORDS AND AUDITORS
PART 16 SENDING OF RECORDS
PART 17 NOTICES
PART 18 EXECUTION OF DOCUMENTS
PART 19 INDEMNIFICATION
PART 20 RESTRICTION ON SECURITY TRANSFERS
PART 21 AUTHORIZED SHARE STRUCTURE
PART 22 RESTRICTIONS ON BUSINESS OR POWERS
PART 23 SHARE RIGHTS AND RESTRICTIONS
APPENDIX "E" COMPARISON OF SHAREHOLDER RIGHTS UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ("BCBCA") AND THE BUSINESS CORPORATIONS ACT (YUKON) ("YBCA")
APPENDIX "F" DISSENT PROVISIONS