Blueprint
Amendments to
the Articles of Pretium Resources Inc. approved by special
resolution of the company’s shareholders on May 2, 2019 and
received for deposit on May 24, 2019 at 3:09 PM Pacific
Time.
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Incorporation Number BC0893483
Effective Date May 24,
2019
PROVINCE OF BRITISH COLUMBIA
BUSINESS CORPORATIONS ACT
ARTICLES
OF
PRETIUM RESOURCES INC.
Contents
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PART 1: INTERPRETATION
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1
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1.1
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Definitions.
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1
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1.2
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Business Corporations Act Definitions Apply.
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1
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1.3
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Interpretation Act Applies.
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1
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1.4
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Conflict in Definitions.
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1
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1.5
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Conflict Between Articles and Legislation.
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1
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PART 2: SHARES AND SHARE CERTIFICATES
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2
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2.1
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Authorized Share Structure.
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2
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2.2
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Form of Share Certificate.
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2
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2.3
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Right to Share Certificate or Acknowledgement.
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2
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2.4
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Sending of Share Certificate.
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2
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2.5
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Replacement of Worn Out or Defaced Certificate.
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2
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2.6
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Replacement of Lost, Stolen or Destroyed Certificate.
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2
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2.7
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Splitting Share Certificates.
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2
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2.8
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Certificate Fee.
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3
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2.9
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Recognition of Trusts.
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3
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PART 3: ISSUE OF SHARES
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3
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3.1
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Directors Authorized to Issue Shares.
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3
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3.2
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Commissions and Discounts.
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3
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3.3
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Brokerage.
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3
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3.4
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Conditions of Issue.
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3
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3.5
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Warrants, Options and Rights.
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4
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3.6
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Fractional Shares.
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4
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PART 4: SHARE REGISTERS
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4
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4.1
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Central Securities Register.
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4
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4.2
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Branch Registers.
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4
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4.3
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Appointment of Agents.
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4
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4.4
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Closing Register.
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4
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PART 5: SHARE TRANSFERS
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4
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5.1
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Recording or Registering Transfer.
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4
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5.2
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Form of Instrument of Transfer.
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4
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5.3
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Transferor Remains Shareholder.
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5
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5.4
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Signing of Instrument of Transfer.
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5
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5.5
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Enquiry as to Title Not Required.
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5
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5.6
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Transfer Fee.
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5
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PART 6: TRANSMISSION OF SHARES
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5
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6.1
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Legal Personal Representative Recognized on Death.
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5
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6.2
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Rights of Legal Personal Representative.
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5
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PART 7: PURCHASE OF SHARES
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5
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7.1
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Company Authorized to Purchase Shares.
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5
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7.2
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Purchase When Insolvent.
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6
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7.3
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Sale and Voting of Purchased Shares.
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6
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PART 8: BORROWING POWERS
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6
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8.1
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Powers of Directors.
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6
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8.2
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Terms of Debt Instruments.
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6
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8.3
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Delegation by Directors.
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6
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PART 9: ALTERATIONS
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6
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9.1
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Alteration of Authorized Share Structure.
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6
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9.2
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Special Rights and Restrictions.
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7
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9.3
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Change of Name.
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7
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9.4
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Alterations to Articles.
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7
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9.5
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Alterations to Notice of Articles.
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7
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PART 10: MEETINGS OF SHAREHOLDERS
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7
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10.1
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Annual General Meetings.
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7
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10.2
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Resolution Instead of Annual General Meeting.
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8
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10.3
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Calling of Shareholder Meetings.
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8
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10.4
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Location of Shareholder Meetings.
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8
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10.5
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Notice for Meetings of Shareholders.
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8
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10.6
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Record Date for Notice.
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8
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10.7
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Record Date for Voting.
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8
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10.8
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Failure to Give Notice and Waiver of Notice.
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8
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10.9
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Notice of Special Business at Meetings of
Shareholders.
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9
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PART 11: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
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9
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11.1
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Special Business.
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9
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11.2
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Special Majority.
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9
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11.3
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Quorum.
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9
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11.4
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One Shareholder May Constitute Quorum.
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9
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11.5
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Meetings by Telephone or Other Communications Medium.
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10
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11.6
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Other Persons May Attend.
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10
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11.7
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Requirement of Quorum.
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10
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11.8
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Lack of Quorum.
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10
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11.9
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Lack of Quorum at Succeeding Meeting.
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10
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11.10
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Chair.
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10
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11.11
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Selection of Alternate Chair.
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10
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11.12
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Adjournments.
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11
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11.13
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Notice of Adjourned Meeting.
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11
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11.14
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Decisions by Show of Hands or Poll.
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11
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11.15
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Declaration of Result.
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11
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11.16
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Motion Need Not be Seconded.
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11
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11.17
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Casting Vote.
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11
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11.18
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Manner of Taking a Poll.
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11
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11.19
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Demand for a Poll on Adjournment.
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12
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11.20
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Chair Must Resolve Dispute.
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12
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11.21
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Casting of Votes.
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12
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11.22
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Demand for Poll.
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12
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11.23
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Demand for a Poll Not to Prevent Continuation of
Meeting.
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12
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11.24
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Retention of Ballots and Proxies.
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12
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PART 12: VOTES OF SHAREHOLDERS
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12
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12.1
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Number of Votes by Shareholder or by Shares.
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12
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12.2
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Votes of Persons in Representative Capacity.
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12
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12.3
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Votes by Joint Shareholders.
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12
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12.4
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Legal Personal Representatives as Joint Shareholders.
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13
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12.5
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Representative of a Corporate Shareholder.
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13
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12.6
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Proxy Provisions Do Not Apply to All Companies.
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13
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12.7
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Appointment of Proxy Holder.
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13
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12.8
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Alternate Proxy Holders.
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13
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12.9
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When Proxy Holder Need Not Be Shareholder.
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13
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12.10
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Deposit of Proxy.
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14
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12.11
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Validity of Proxy Vote.
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14
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12.12
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Form of Proxy.
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14
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12.13
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Revocation of Proxy.
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14
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12.14
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Revocation of Proxy Must Be Signed.
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15
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12.15
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Production of Evidence of Authority to Vote.
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15
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PART 13: DIRECTORS
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15
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13.1
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Number of Directors.
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15
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13.2
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Change in Number of Directors.
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15
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13.3
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Directors’ Acts Valid Despite Vacancy.
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15
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13.4
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Qualifications of Directors.
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15
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13.5
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Remuneration of Directors.
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16
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13.6
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Reimbursement of Expenses of Directors.
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16
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13.7
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Special Remuneration for Directors.
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16
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13.8
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Gratuity, Pension or Allowance on Retirement of
Director.
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16
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PART 14: ELECTION AND REMOVAL OF DIRECTORS
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16
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14.1
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Election at Annual General Meeting.
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16
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14.2
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Consent to be a Director.
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16
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14.3
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Failure to Elect or Appoint Directors.
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16
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14.4
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Places of Retiring Directors Not Filled.
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17
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14.5
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Directors May Fill Casual Vacancies.
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17
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14.6
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Remaining Directors Power to Act.
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17
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14.7
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Shareholders May Fill Vacancies.
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17
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14.8
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Additional Directors.
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17
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14.9
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Ceasing to be a Director.
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17
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14.10
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Removal of Director by Shareholders.
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18
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14.11
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Removal of Director by Directors.
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18
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PART 15: POWERS AND DUTIES OF DIRECTORS
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18
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15.1
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Powers of Management.
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18
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15.2
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Appointment of Attorney of Company.
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18
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PART 16: DISCLOSURE OF INTEREST OF DIRECTORS
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18
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16.1
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Obligation to Account for Profits.
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18
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16.2
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Restrictions on Voting by Reason of Interest.
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18
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16.3
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Interested Director Counted in Quorum.
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19
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16.4
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Disclosure of Conflict of Interest or Property.
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19
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16.5
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Director Holding Other Office in the Company.
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19
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16.6
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No Disqualification.
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19
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16.7
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Professional Services by Director or Officer.
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19
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16.8
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Director or Officer in Other Corporations.
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19
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PART 17: PROCEEDINGS OF DIRECTORS
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19
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17.1
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Meetings of Directors.
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19
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17.2
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Voting at Meetings.
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19
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17.3
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Chair of Meetings.
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20
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17.4
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Meetings by Telephone or Other Communications Medium.
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20
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17.5
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Calling of Meetings.
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20
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17.6
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Notice of Meetings.
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20
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17.7
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When Notice Not Required.
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20
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17.8
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Meeting Valid Despite Failure to Give Notice.
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20
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17.9
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Waiver of Notice of Meetings.
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20
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17.10
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Quorum.
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21
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17.11
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Validity of Acts Where Appointment Defective.
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21
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17.12
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Consent Resolutions in Writing.
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21
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PART 18: EXECUTIVE AND OTHER COMMITTEES
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21
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18.1
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Appointment and Powers of Executive Committee.
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21
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18.2
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Appointment and Powers of Other Committees.
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21
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18.3
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Obligations of Committee.
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22
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18.4
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Powers of Board.
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22
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18.5
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Committee Meetings.
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22
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PART 19: OFFICERS
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22
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19.1
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Appointment of Officers.
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22
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19.2
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Functions, Duties and Powers of Officers.
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22
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19.3
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Qualifications.
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22
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19.4
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Remuneration.
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23
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PART 20: INDEMNIFICATION
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23
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20.1
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Definitions.
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23
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20.2
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Mandatory Indemnification of Directors and Former
Directors.
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23
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20.3
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Indemnification of Other Persons.
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23
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20.4
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Non-Compliance with Business Corporations Act.
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23
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20.5
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Company May Purchase Insurance.
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23
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PART 21: DIVIDENDS
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24
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21.1
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Payment of Dividends Subject to Special Rights.
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24
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21.2
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Declaration of Dividends.
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24
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21.3
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No Notice Required.
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24
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21.4
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Record Date.
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24
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21.5
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Manner of Paying Dividend.
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24
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21.6
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Settlement of Difficulties.
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24
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21.7
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When Dividend Payable.
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24
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21.8
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Dividends to be Paid in Accordance with Number of
Shares.
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24
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21.9
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Receipt by Joint Shareholders.
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24
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21.10
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Dividend Bears No Interest.
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25
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21.11
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Fractional Dividends.
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25
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21.12
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Payment of Dividends.
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25
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21.13
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Capitalization of Surplus.
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25
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PART 22: DOCUMENTS, RECORDS AND REPORTS
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25
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22.1
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Recording of Financial Affairs.
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25
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22.2
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Inspection of Accounting Records.
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25
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22.3
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Remuneration of Auditors.
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25
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PART 23: NOTICES
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25
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23.1
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Method of Giving Notice.
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25
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23.2
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Deemed Receipt.
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26
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23.3
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Certificate of Sending.
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26
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23.4
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Notice to Joint Shareholders.
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26
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23.5
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Notice to Trustees.
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26
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PART 24: SEAL
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27
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24.1
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Who May Attest Seal.
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27
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24.2
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Sealing Copies.
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27
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24.3
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Mechanical Reproduction of Seal.
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27
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PART 25: PROHIBITIONS
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27
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25.1
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Definitions.
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27
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25.2
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Application.
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28
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25.3
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Consent Required for Transfer of Shares or Designated
Securities.
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28
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PART 26: SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO THE COMMON
SHARES
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28
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26.1
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Voting.
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28
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26.2
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Dividends.
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28
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26.3
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Dissolution.
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28
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PROVINCE OF
BRITISH COLUMBIA
BUSINESS CORPORATIONS ACT
ARTICLES
OF
PRETIUM RESOURCES INC.
(the “Company”)
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Incorporation Number
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BC0893483
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Effective Date
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May 24, 2019
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Without
limiting Article 1.2, in these articles, unless the context
requires otherwise
“adjourned
meeting” means the meeting to which a meeting is adjourned
under Article 11.8 or 11.12;
“board”,
“board of directors” and “directors” mean
the directors or sole director of the Company for the time being
and include a committee or other delegate, direct or indirect, of
the directors or director;
“Business Corporations Act”
means the Business Corporations
Act, S.B.C. 2002, c.57 as amended, restated or replaced from
time to time, and includes its regulations;
“Interpretation Act” means
the Interpretation Act,
R.S.B.C. 1996, c. 238;
“legal
personal representative” means the personal or other legal
representative of the shareholder;
“seal”
means the seal of the Company, if any.
1.2
Business Corporations Act Definitions
Apply.
The
definitions in the Business
Corporations Act apply to these articles.
1.3
Interpretation Act
Applies.
The
Interpretation Act applies
to the interpretation of these articles as if these articles 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 will prevail
in relation to the use of the term in these articles.
1.5
Conflict Between Articles and
Legislation.
If
there is a conflict between these articles and the Business Corporations Act, the
Business Corporations Act
will prevail.
PART 2: SHARES AND
SHARE CERTIFICATES
2.1
Authorized Share
Structure.
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.
2.2
Form of Share Certificate.
Each
share certificate issued by the Company must comply with, and be
signed as required by, the Business Corporations Act.
2.3
Right to Share Certificate or
Acknowledgement.
Each
shareholder is entitled, without charge, to:
(a)
one certificate
representing the share or shares of each class or series of shares
registered in the shareholder’s name; or
(a)
one certificate
representing the share or shares of each class or series of shares
registered in the shareholder’s name; or
(b)
a non-transferable
written acknowledgement of the shareholder’s right to obtain
such a share certificate.
provided that in
respect of a share held jointly by several persons, the Company is
not bound to issue more than one share certificate or
acknowledgement and delivery of a share certificate or
acknowledgment for a share to one of several joint shareholders or
to one of the shareholders’ duly authorized agents will be
sufficient delivery to all. The Company may refuse to register more
than three persons as joint holders of a share.
2.4
Sending of Share
Certificate.
Any
share certificate or non-transferable written acknowledgment of the
shareholder’s right to obtain such a share certificate to
which a shareholder is entitled may be sent to the shareholder by
mail at the shareholder’s registered address, and neither the
Company nor any agent is liable for any loss to the shareholder
because the share certificate or acknowledgment sent is lost in the
mail or stolen.
2.5
Replacement of Worn Out or
Defaced Certificate.
If the
board of directors, or any officer or agent designated by the
directors, is satisfied that a share certificate is worn out or
defaced, they must, on production to them of the certificate and on
such other terms, if any, as they think fit:
(a)
order the
certificate to be cancelled; and
(b)
issue a replacement
share certificate.
2.6
Replacement of Lost, Stolen or Destroyed
Certificate.
If a
share certificate is lost, stolen or destroyed, a replacement share
certificate must be issued to the person entitled to that
certificate if the board of directors, or any officer or agent
designated by the directors, receives:
(a)
proof satisfactory
to them that the certificate is lost, stolen or destroyed;
and
(b)
any indemnity the
board of directors, or any officer or agent designated by the
directors, considers adequate.
2.7
Splitting Share
Certificates.
If a
shareholder surrenders a share certificate to the Company with a
written request that the Company issue in the shareholder’s
name two or more certificates, each representing a specified number
of shares and in the aggregate representing the same number of
shares as the certificate so surrendered, the Company must cancel
the surrendered certificate and issue replacement share
certificates in accordance with that request. The Company may
refuse to issue a certificate with respect to a fraction of a
share.
There
must be paid to the Company, in relation to the issue of any share
certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and
which must not exceed the amount prescribed under the Business Corporations Act, determined
by the directors.
Except
as required by law or statute or these Articles, no person will be
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 thereof) any equitable, contingent, future
or partial interest in any share or fraction of a share or (except
as by law or statute or these Articles provided or as ordered by a
court of competent jurisdiction) any other rights in respect of any
share except an absolute right to the entirety thereof in the
shareholder.
3.1
Directors Authorized to Issue
Shares.
Subject
to the Business Corporations
Act and the rights of the holders of issued shares of the
Company, the directors may issue, allot, sell or otherwise dispose
of the unissued shares, and previously issued shares that are
subject to reissuance or held by the Company, whether with par
value or without par value, at the times, to the persons, including
directors, in the manner, on the terms and conditions and for the
issue prices (including any premium at which shares may be issued)
that the directors, in their absolute discretion, may determine.
The issue price for a share with par value must be equal to or
greater than the par value of the share.
3.2
Commissions and Discounts.
The
directors may, at any time, authorize the Company to pay a
reasonable commission or allow a reasonable discount to any person
in consideration of that person purchasing or agreeing to purchase
shares of the Company from the Company or any other person or
procuring or agreeing to procure purchasers for shares of the
Company.
The
directors may authorize the Company to pay such brokerage fee or
other consideration as may be lawful for or in connection with the
sale or placement of its securities.
Except
as provided for by the Business
Corporations Act, no share may be issued until it is fully
paid. A share is fully paid when:
(a)
consideration is
provided to the Company for the issue of the share by one or more
of the following:
(i)
past services
performed for the Company
(b)
the value of the
consideration received by the Company equals or exceeds the issue
price set for the shares under Article 3.1.
3.5
Warrants, Options and
Rights.
Subject
to the Business Corporations
Act, the Company may issue warrants, options and rights upon
such terms and conditions as the directors determine, which
warrants, options and rights may be issued alone or in conjunction
with debentures, debenture stock, bonds, shares or any other
securities issued or created by the Company from time to
time.
A
person holding a fractional share does not have, in relation to the
fractional share, the rights of a shareholder in proportion to the
fraction of the share held.
4.1
Central Securities
Register.
As
required by and subject to the Business Corporations Act, the Company
must maintain in British Columbia a central securities
register.
In
addition to the central securities register, the Company may
maintain branch securities registers.
The
directors may, subject to the Business Corporations Act, appoint an
agent to maintain the central securities register and any branch
securities registers. 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.
The
Company must not at any time close its central securities
register.
5.1
Recording or Registering
Transfer.
Except
to the extent that the Business
Corporations Act otherwise provides, a transfer of a share
of the Company must not be recorded or registered
unless:
(a)
a duly signed
instrument of transfer in respect of the share has been received by
the Company
(b)
if a share
certificate has been issued by the Company in respect of the share
to be transferred, that share certificate has been surrendered to
the Company; and
(c)
if a
non-transferable written acknowledgment of the shareholder’s
right to obtain a share certificate has been issued by the Company
in respect of the share to be transferred, that acknowledgment has
been surrendered to the Company.
5.2
Form of Instrument of
Transfer.
The
instrument of transfer in respect of any share of the Company must
be either in ’the form, if any, on the back of the
Company’s share certificates or in any other form that may be
approved by the directors from time to time.
5.3
Transferor Remains
Shareholder.
Except
to the extent that the Business
Corporations Act otherwise provides, the transferor of
shares is deemed to remain the holder of the shares until the name
of the transferee is entered in a securities register of the
Company in respect of the transfer.
5.4
Signing of Instrument of
Transfer.
If a
shareholder, or his or her duly authorized attorney, signs an
instrument of transfer in respect of shares registered in the name
of the shareholder, the signed instrument of transfer constitutes a
complete and sufficient authority to the Company and its directors,
officers and agents to register the number of shares specified in
the instrument of transfer, or, if no number is specified, all the
shares represented by share certificates deposited with the
instrument of transfer:
(a)
in the name of the
person named as transferee in that instrument of transfer;
or
(b)
if no person is
named as transferee in that instrument of transfer, in the name of
the person on whose behalf the share certificate is deposited for
the purpose of having the transfer registered.
5.5
Enquiry as to Title Not
Required.
Neither
the Company nor any director, officer or agent of the Company is
bound to inquire into the title of the person named in the
instrument of transfer as transferee or, if no person is named as
transferee in the instrument of transfer, of the person on whose
behalf the instrument is deposited for the purpose of having the
transfer registered or is liable for any claim related to
registering the transfer by the shareholder or by any intermediate
owner or holder of the shares, of any interest in the shares, of
any share certificate representing such shares or of any written
acknowledgment of a right to obtain a share certificate for such
shares.
There
must be paid to the Company, in relation to the registration of any
transfer, the amount determined by the directors.
PART 6: TRANSMISSION
OF SHARES
6.1
Legal Personal Representative Recognized on
Death.
In the
case of the death of a shareholder, the legal personal
representative, or if the shareholder was a joint holder, the
surviving joint holder, will be the only person recognized by the
Company as having any title to the shareholder’s interest in
the shares. Before recognizing a person as a legal personal
representative, the directors may require proof of appointment by a
court of competent jurisdiction, a grant of letters probate,
letters of administration or such other evidence or documents as
the directors consider appropriate.
6.2
Rights of Legal Personal
Representative.
The
legal personal representative has the same rights, privileges and
obligations that attach to the shares held by the shareholder,
including the right to transfer the shares in accordance with these
Articles, provided the documents required by the Business Corporations Act and the
directors have been deposited with the Company.
PART 7: PURCHASE OF
SHARES
7.1
Company Authorized to Purchase
Shares.
Subject
to the special rights and restrictions attached to any class or
series of shares and the Business
Corporations Act, the Company may, if authorized by the
directors, purchase or otherwise acquire any of its shares at the
price and on the terms specified in such resolution.
The
Company must not make a payment or provide any other consideration
to purchase or otherwise acquire any of its shares if there are
reasonable grounds for believing that:
(a)
the Company is
insolvent; or
(b)
making the payment
or providing the consideration would render the Company
insolvent.
7.3
Sale and Voting of Purchased
Shares.
If the
Company retains a share redeemed, purchased or otherwise acquired
by it, the Company may sell, gift or otherwise dispose of the
share, but, while such share is held by the Company,
it:
(a)
is not entitled to
vote the share at a meeting of its shareholder;
(b)
must not pay a
dividend in respect of the share; and
(c)
must not make any
other distribution in respect of the share.
The
Company, if authorized by the directors, may from time to
time:
(a)
borrow money in the
manner and amount, on the security, from the sources and on the
terms and conditions that the directors consider
appropriate;
(b)
issue bonds,
debentures and other debt obligations either outright or as
security for any liability or obligation of the Company or any
other person;
(c)
guarantee the
repayment of money by any other person or the performance of any
obligation of any other person; and
(d)
mortgage or charge,
whether by way of specific or floating charge, or give other
security on the whole or any part of the present and future
undertaking of the Company.
8.2
Terms of Debt
Instruments.
Any
bonds, debentures or other debt obligations of the Company may be
issued at a discount, premium or otherwise, and with any special
privileges on the redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities,
attending and voting at general meetings of the Company,
appointment of directors or otherwise, and may by their terms be
assignable free from any equities between the Company and the
person to whom they were issued or any subsequent holder, all as
the directors may determine.
For
greater certainty, the powers of the directors under this Part 8
may be exercised by a committee or other delegate, direct or
indirect, of the board authorized to exercise such
powers.
9.1
Alteration of Authorized Share
Structure.
Subject
to Article 9.2 and the Business
Corporations Act, the Company may by special
resolution:
(a)
create one or more
classes or series of shares or, if none of the shares of a class or
series of shares is allotted or issued, eliminate that class or
series of shares;
(b)
increase, reduce or
eliminate the maximum number of shares that the Company is
authorized to issue out of any class or series of shares or
establish a maximum number of shares that the Company is authorized
to issue out of any class or series of shares for which no maximum
is established;
(c)
subdivide or
consolidate all or any of its unissued, or fully paid issued,
shares;
(d)
if the Company is
authorized to issue shares of a class of shares with par
value:
(i)
decrease the par
value of those shares; or
(ii)
if none of the
shares of that class of shares is allotted or issued, increase the
par value of those shares;
(e)
change all or any
of its unissued, or fully paid issued, shares with par value into
shares without par value or any of its unissued shares without par
value into shares with par value;
(f)
alter the
identifying name of any of its shares; or
(g)
otherwise alter its
shares or authorized share structure when required or permitted to
do so by the Business Corporations
Act.
9.2
Special Rights and
Restrictions.
Subject
to the Business Corporations
Act, the Company may by special resolution:
(a)
create special
rights or restrictions for, and attach those special rights or
restrictions to, the shares of any class or series of shares,
whether or not any or all of those shares have been issued;
or
(b)
vary or delete any
special rights or restrictions attached to the shares of any class
or series of shares, whether or not any or all of those shares have
been issued.
The
Company may by directors’ resolution authorize an alteration
of its Notice of Articles in order to change its name.
If the
Business Corporations Act
does not specify the type of resolution and these Articles do not
specify another type of resolution, the Company may by special
resolution alter these Articles.
9.5
Alterations to Notice of
Articles.
If the
Business Corporations Act
does not specify the type of resolution and these Articles do not
specify another type of resolution, the Company may by special
resolution alter its Notice of Articles.
PART 10: MEETINGS OF
SHAREHOLDERS
Unless
an annual general meeting is deferred or waived in accordance with
the Business Corporations
Act, the Company must hold an annual general meeting, for
the first time, not more than 18 months after the date on which it
was recognized, and after its first annual reference date, at least
once in each calendar year and not more than 15 months after the
annual reference date for the preceding calendar year at such date,
time and location as may be determined by the
directors.
10.2
Resolution Instead of Annual
General Meeting.
If all
of the shareholders who are entitled to vote at an annual general
meeting consent by a unanimous resolution under the Business Corporations Act to all of the
business that is required to be transacted at that annual general
meeting, the annual general meeting is deemed to have been held on
the date of the unanimous resolution. The shareholders must, in any
unanimous resolution passed under this Article 10.2, select as the
Company’s annual reference date a date that would be
appropriate for the holding of the applicable annual general
meeting.
10.3
Calling of Shareholder
Meetings.
The
directors may, whenever they think fit, call a meeting of
shareholders.
10.4
Location of Shareholder
Meetings.
The
directors may, by directors’ resolution, approve a location
outside of British Columbia for the holding of a meeting of
shareholders.
10.5
Notice for Meetings of
Shareholders.
The
Company must send notice of the date, time and location of any
meeting of shareholders, in the manner provided in these Articles,
or in such other manner, if any, as may be prescribed by ordinary
resolution (whether previous notice of the resolution has been
given or not), to each shareholder entitled to attend the meeting,
to each director and to the auditor of the Company, unless these
Articles otherwise provide, at least the following number of days
before the meeting:
(a)
if and for so long
as the Company is a public company, 21 days; and
The
directors may set a date as the record date for the purpose of
determining shareholders entitled to notice of any meeting of
shareholders. The record date must not precede the date on 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. The record date must not precede the date
on which the meeting is held by fewer than:
(a)
if and for so long
as the Company is a public company, 21 days; and
If no
record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent
or, if no notice is sent, the beginning of the
meeting.
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 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. If no record date is set, the record date
is 5 p.m. on the day immediately preceding the first date on which
the notice is sent or, if no notice is sent, the beginning of the
meeting.
10.8
Failure to Give Notice and Waiver of
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
receive notice does not invalidate any proceedings at that meeting.
Any person entitled to receive notice of a meeting of shareholders
may, in writing or otherwise, waive or reduce the period of notice
of such meeting.
10.9
Notice of Special Business at Meetings of
Shareholders.
If a
meeting of shareholders is to consider special business within the
meaning of Article 11.1, the notice of meeting must:
(a)
state the general
nature of the special business; and
(b)
if the special
business includes considering, approving, ratifying, adopting or
authorizing any document or the signing of or giving of effect to
any document, have attached to it a copy of the document or state
that a copy of the document will be available for inspection by
shareholders:
(i)
at the
Company’s records office, or at such other reasonably
accessible location in British Columbia as is specified in the
notice; and
(ii)
during statutory
business hours on any one or more specified days before the day set
for the holding of the meeting.
PART 11: PROCEEDINGS
AT MEETINGS OF SHAREHOLDERS
At a
meeting of shareholders, the following business is special
business:
(a)
at a meeting of
shareholders that is not an annual general meeting, all business is
special business except business relating to the conduct of or
voting at the meeting;
(b)
at an annual
general meeting, all business is special business except for the
following:
(i)
business relating
to the conduct of, or voting at, the meeting;
(ii)
consideration of
any financial statements of the Company presented to the
meeting;
(iii)
consideration of
any reports of the directors or auditor;
(iv)
the setting or
changing of the number of directors;
(v)
the election or
appointment of directors;
(vi)
the appointment of
an auditor;
(vii)
business arising
out of a report of the directors not requiring the passing of a
special resolution or an exceptional resolution; and
(viii)
any other business
which, under these Articles or the Business Corporations Act, may be
transacted at a meeting of shareholders without prior notice of the
business being given to the shareholders.
The
majority of votes required for the Company to pass a special
resolution at a meeting of shareholders is two-thirds of the votes
cast on the resolution.
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 persons who are, or
who represent by proxy, shareholders who, in the aggregate, hold at
least 25% of the issued shares entitled to be voted at the
meeting.
11.4
One
Shareholder May Constitute Quorum.
If
there is only one shareholder entitles to vote at a meeting of
shareholders:
(a)
the quorum is one
person who is, or who represents by proxy, that shareholder;
and
(b)
that shareholder,
present in person or by proxy, may constitute the
meeting.
11.5
Meetings by Telephone or Other Communications
Medium.
A
shareholder or proxy holder who is entitled to participate in,
including vote at, a meeting of shareholders may participate in
person or by telephone or other communications medium if all
shareholders and proxy holders participating in the meeting,
whether in person or by telephone or other communications medium,
are able to communicate with each other. A shareholder who
participates in a meeting in a manner contemplated by Article 11.5
is deemed for all purposes of the Business Corporations Act and these
Articles to be present at the meeting and to have agreed to
participate in that manner. Nothing in this Article 11.5 obligates
the Company to take any action or provide any facility to permit or
facilitate the use of any communications mediums at a meeting of
shareholders.
11.6
Other Persons May Attend.
The
directors, the president (if any), the secretary (if any), the
assistant secretary (if any), any lawyer for the Company, the
auditor of the Company and any other persons invited by the
directors are entitled to attend any meeting of shareholders, but
if any of those persons does attend a meeting of shareholders, that
person is not to be counted in the quorum, and is not entitled to
vote at the meeting, unless that person is a shareholder or proxy
holder entitled to vote at the meeting.
No
business, other than the election of a chair of the meeting and the
adjournment of the meeting, may be transacted at any meeting of
shareholders unless a quorum of shareholders entitled to vote is
present at the commencement of the meeting.
If,
within one-half hour from the time set for the holding of a meeting
of shareholders, a quorum is not present:
(a)
in the case of a
general meeting convened by requisition of shareholders, the
meeting is dissolved; and
(b)
in the case of any
other meeting of shareholders, the meeting stands adjourned to the
same day in the next week at the same time and place, or at such
other date, time or location as the chair specifies on the
adjournment.
11.9
Lack
of Quorum at Succeeding Meeting.
If, at
the meeting to which the first meeting referred to in Article
11.8(b) was adjourned, a quorum is not present within one-half hour
from the time set for the holding of the meeting the person or
persons present and being, or representing by proxy, one or more
shareholders entitled to attend and vote at the meeting constitute
a quorum.
The
following individual is entitled to preside as chair at a meeting
of shareholders:
(a)
the chair of the
board, if any; and
(b)
if the chair of the
board is absent or unwilling to act as chair of the meeting, the
president, if any.
11.11
Selection
of Alternate Chair.
If, at
any meeting of shareholders, there is no chair of the board or
president present within 15 minutes after the time set for holding
the meeting, or if the chair of the board and the president are
unwilling to act as chair of the meeting, or if the chair of the
board and the president have advised the secretary, if any, or any
director present at the meeting, that they will not be present at
the meeting, the directors present must choose one of their number
to be chair of the meeting or if all of the directors present
decline to take the chair or fail to so choose or if no director is
present, the shareholders entitled to vote at the meeting who are
present in person or by proxy may choose any person present at the
meeting to chair the meeting.
The
chair of the meeting of shareholders may, and if so directed by the
meeting must, adjourn the meeting from time to time and from place
to place, but no business may be transacted at any adjourned
meeting other than the business left unfinished at the meeting from
which the adjournment took place.
11.13
Notice
of Adjourned Meeting.
It is
not necessary to give any notice of an adjourned meeting or of the
business to be transacted at an adjourned meeting of shareholders
except that, when a meeting is adjourned for 30 days or more,
notice of the adjourned meeting must be given as in the case of the
original meeting.
11.14
Decisions
by Show of Hands or Poll.
Subject
to the Business Corporations
Act, every motion put to a vote at a meeting of shareholders
will be decided on a show of hands unless a poll, before or on the
declaration of the result of the vote by show of hands, is directed
by the chair or demanded by at least one shareholder entitled to
vote who is present in person or by proxy.
11.15
Declaration
of Result.
The
chair of a meeting of shareholders must declare to the meeting the
decision on every question in accordance with the result of the
show of hands or the poll, as the case may be, and that decision
must be entered in the minutes of the meeting. A declaration of the
chair that a resolution is carried by the necessary majority or is
defeated is, unless a poll is directed by the chair or demanded
under Article 11.4, conclusive evidence without proof of the number
or proportion of the votes recorded in favour of or against the
resolution.
11.16
Motion
Need Not be Seconded.
No
motion proposed at a meeting of shareholders need be seconded
unless the chair of the meeting rules otherwise, and the chair of
any meeting of shareholders is entitled to propose or second a
motion.
In case
of an equality of votes, the chair of a meeting of shareholders
does not, either on a show of hands or on a poll, have a second or
casting vote in addition to the vote or votes to which the chair
may be entitled as a shareholder.
11.18
Manner
of Taking a Poll.
Subject
to Article 11.19, if a poll is duly demanded at a meeting of
shareholders:
(a)
the poll must be
taken:
(i)
at the meeting, or
within seven days after the date of the meeting, as the chair of
the meeting directs; and
(ii)
in the manner, at
the time and at the place that the chair of the meeting
directs;
(b)
the result of the
poll is deemed to be a resolution of and passed at the meeting at
which the poll is demanded; and
(c)
the demand for the
poll may be withdrawn by the person who demanded it.
11.19
Demand for a Poll on
Adjournment.
A poll
demanded at a meeting of shareholders on a question of adjournment
must be taken immediately at the meeting.
11.20
Chair Must Resolve
Dispute.
In the
case of any dispute as to the admission or rejection of a vote
given on a poll, the chair of the meeting must determine the
dispute, and his or her determination made in good faith is final
and conclusive.
On a
poll, a shareholder entitled to more than one vote need not cast
all the votes in the same way.
No poll
may be demanded in respect of the vote by which a chair of a
meeting of shareholders is elected.
11.23
Demand for a Poll Not to Prevent
Continuation of Meeting.
The
demand for a poll at a meeting of shareholders does not, unless the
chair of the meeting so rules, prevent the continuation of a
meeting for the transaction of any business other than the question
on which a poll has been demanded.
11.24
Retention of Ballots and
Proxies.
The
Company must, for at least three months after a meeting of
shareholders, keep each ballot cast on a poll and each proxy voted
at the meeting, and, during that 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 such
three month period, the Company may destroy such ballots and
proxies.
PART 12: VOTES OF
SHAREHOLDERS
12.1
Number of Votes by Shareholder or by
Shares.
Subject
to any special rights or restrictions attached to any shares and to
the restrictions imposed on joint registered holders of shares
under Article 12.3:
(a)
on a vote by show
of hands, every person present who is a shareholder or proxy holder
and entitled to vote at the meeting has one vote, and
(b)
on a poll, every
shareholder entitled to vote has one vote in respect of each share
entitled to be voted on the matter and held by that shareholder and
may exercise that vote either in person or by proxy.
12.2
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 poll, 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 the legal personal representative or a trustee
in bankruptcy for a shareholder who is entitled to vote at the
meeting.
12.3
Votes by Joint
Shareholders.
If
there are joint shareholders registered in respect of any
share:
(a)
any of the joint
shareholders may vote at any meeting, either personally or by
proxy, in respect of the share as if that shareholder were solely
entitled to it; or
(b)
if more than one of
the joint shareholders is present at any meeting, personally or by
proxy, and more than one of them votes in respect of that share,
then only the vote of the joint shareholder present whose name
stands first on the central securities register in respect of the
share will be counted.
12.4
Legal Personal Representatives as Joint
Shareholders.
Two or
more legal personal representatives of a shareholder in whose sole
name any share is registered are, for the purposes of Article 12.3,
deemed to be joint shareholders.
12.5
Representative of a Corporate
Shareholder.
If a
corporation that is not a subsidiary of the Company is a
shareholder, that corporation may appoint a person to act as its
representative at any meeting of shareholders of the Company,
and:
(a)
For that purpose,
the instrument appointing a 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 notice for the
receipt or proxies or, if no number is specified, two days before
the day set for the holding of the meeting; or
(ii)
be provided, at the
meeting, to the chair of the meeting or to a person designated by
the chair of the meeting; and
(b)
If a representative
is appointed under this Article 12.5:
(i)
the representative
is entitled to exercise in respect of and at that meeting the same
rights on behalf of the corporation that the 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 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.
Evidence of the
appointment of any such representative may be sent to the Company
by written instrument, fax or any other method of transmitting
legibly recorded messages.
12.6
Proxy Provisions Do Not Apply to All
Companies.
Articles 12.7 and
12.9 do not apply to the Company if and for so long as it is a
public company.
12.7
Appointment of Proxy
Holder.
Every
shareholder of the Company, including a corporation that is a
shareholder but not a subsidiary of the Company, entitled to vote
at a meeting of shareholders of the Company may, by proxy, appoint
one or more (but not more than five) proxy holders to attend and
act at the meeting in the manner, to the extent and with the powers
conferred by the proxy.
A
shareholder may appoint one or more alternate proxy holders to act
in the place of an absent proxy holder.
12.9
When Proxy Holder Need Not Be
Shareholder.
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 a representative of
a corporation appointed under Article 12.5;
(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 shareholders
present in person or by proxy at and entitled to vote at the
meeting for which the proxy holder is to be appointed, by a
resolution on which the proxy holder is not entitled to vote but in
respect of which the proxy holder is to be counted in the quorum,
permit the proxy holder to attend and vote at the
meeting.
A proxy
for a meeting of shareholders must:
(a)
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 notice, or if no
number of days is specified, two business days before the day set
for the holding of the meeting; or
(b)
unless the notice
provides otherwise, be provided, at the meeting, to the chair of
the meeting or to a person designated by the chair of the
meeting.
A proxy
may be sent to the Company by written instrument, fax or any other
method of transmitting legibly recorded messages.
12.11
Validity
of Proxy Vote.
A vote
given in accordance with the terms of a proxy is valid
notwithstanding the death or incapacity of the shareholder giving
the proxy and despite the revocation of the proxy or the revocation
of the authority under which the proxy is given, unless notice in
writing of that death, incapacity or revocation is
received:
(a)
at the registered
office of the Company, at any time up to and including the last
business day before the day set for the holding of the meeting at
which the proxy is to be used; or
(b)
by the chair of the
meeting, before the vote is taken.
A
proxy, whether for a specified meeting or otherwise, must be either
in the following form or in any other form approved by the
directors or the chair of the meeting:
[Name
of Company]
(the
“Company”)
The
undersigned, being a shareholder of the Company, hereby appoints
[name] or, failing that person, [name], as proxy holder for the
undersigned to attend, act and vote for and on behalf of the
undersigned at the meeting of shareholders to be held on [month,
day, year] and at any adjournment of that meeting.
Number
of shares in respect of which this proxy is given (if no number is
specified, then this proxy is given in respect of all shares
registered in the name of the shareholder):
__________________________
Signed
this ___ day of ______ , _______ .
__________________________________
Signature of
shareholder
__________________________________
Name of
shareholder (printed)
12.13
Revocation
of Proxy.
Subject
to Article 12.14, every proxy may be revoked by an instrument in
writing that is:
(a)
received at the
registered office of the Company at any time up to and including
the last business day before the day set for the holding of the
meeting at which the proxy is to be used; or
(b)
provided, at the
meeting, to the chair of the meeting.
Revocation of Proxy Must Be
Signed.
An
instrument referred to in Article 12.13 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; or
(b)
if the shareholder
for whom the proxy holder is appointed is a corporation, the
instrument must be signed by the corporation or by a representative
appointed for the corporation under Article 12.5.
Production of Evidence of Authority to
Vote.
The
chair of any meeting of shareholders may, but need not, inquire
into the authority of any person to vote at the meeting and may,
but need not, demand from that person production of evidence as to
the existence of the authority to vote.
The
number of directors, excluding additional directors appointed under
Article 14.8, is set at:
(a)
if the Company is a
public company, the greater of three and the most recently set
of:
(i)
the number of
directors set by ordinary resolution (whether or not previous
notice of the resolution was given); and
(ii)
the number of
directors set under Article 14.4;
(b)
if the Company is
not a public company, the most recently set of:
(i)
the number of
directors set by ordinary resolution (whether or not previous
notice of the resolution was given); and
(ii)
the number of
directors set under Article 14.4.
13.2
Change in Number of
Directors.
If the
number of directors is set under Articles 13.1(a)(i)or
13.1(b)(i):
(a)
the shareholders
may elect or appoint the directors needed to fill any vacancies in
the board of directors up to that number;
(b)
if the shareholders
do not elect or appoint the directors needed to fill any vacancies
in the board of directors up to that number contemporaneously with
the setting of that number, then the directors may appoint, or the
shareholders may elect or appoint, directors to fill those
vacancies.
13.3
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.
13.4
Qualifications 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.
13.5
Remuneration of Directors.
The
directors are entitled to the remuneration for acting as directors,
if any, as the directors may from time to time determine. If the
directors so decide, the remuneration of the directors, if any,
will be determined by the shareholders. That remuneration may be in
addition to any salary or other remuneration paid to any officer or
employee of the Company as such, who is also a
director.
13.6
Reimbursement of Expenses of
Directors.
The
Company must reimburse each director for the reasonable expenses
that he or she may incur in his or her capacity as director in and
about the business of the Company.
13.7
Special Remuneration for
Directors.
If any
director performs any professional or other services for the
Company that in the opinion of the directors are outside the
ordinary duties of a director, or if any director is otherwise
specially occupied in or about the Company’s business, he or
she may be paid remuneration fixed by the directors, or, at the
option of that director, fixed by ordinary resolution, and such
remuneration may be either in addition to, or in substitution for,
any other remuneration that he or she may be entitled to
receive.
13.8
Gratuity, Pension or Allowance on Retirement of
Director.
Unless
otherwise determined by ordinary resolution, the directors may
authorize the Company to 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 or to his or her spouse or
dependants and may make contributions to any fund and pay premiums
for the purchase or provision of any such gratuity, pension or
allowance.
PART 14: ELECTION AND
REMOVAL OF DIRECTORS
14.1
Election at Annual General
Meeting.
At
every annual general meeting and in every unanimous resolution
contemplated by Article 10.2:
(a)
the shareholders
entitled to vote at the annual general meeting for the election of
directors must elect, or in the unanimous resolution appoint, a
board of directors consisting of the number of directors for the
time being set under these Articles; and
(b)
all the directors
cease to hold office immediately before the election or appointment
of directors under paragraph (a), but are eligible for re-election
or re-appointment.
14.2
Consent to be a Director.
No
election, appointment or designation of an individual as a director
is valid unless:
(a)
that individual
consents to be a director in the manner provided for in the
Business Corporations Act';
or
(b)
that individual is
elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a
director.
14.3
Failure to Elect or Appoint
Directors.
If:
(a)
the Company fails
to hold an annual general meeting, and all the shareholders who are
entitled to vote at an annual general meeting fail to pass the
unanimous resolution contemplated by Article 10.2, on or before the
date by which the annual general meeting is required to be held
under the Business Corporations
Act'; or
(b)
the shareholders
fail, at the annual general meeting or in the unanimous resolution
contemplated by Article 10.2, to elect or appoint any
directors;
then
each director then in office continues to hold office until the
earlier of:
(c)
the date on which
his or her successor is elected or appointed; and
(d)
the date on which
he or she otherwise ceases to hold office under the Business Corporations Act or these
Articles.
14.4
Places of Retiring Directors Not
Filled.
If, at
any meeting of shareholders at which there should be an election of
directors, the places of any of the retiring directors are not
filled by that election, those retiring directors who are not
re-elected and who are asked by the newly elected directors to
continue in office will, if willing to do so, continue in office to
complete the number of directors for the time being set pursuant to
these Articles until further new directors are elected at a meeting
of shareholders convened for that purpose. If any such election or
continuance of directors does not result in the election or
continuance of the number of directors for the time being set
pursuant to these Articles, the number of directors of the Company
is deemed to be set at the number of directors actually elected or
continued in office.
14.5
Directors May Fill Casual
Vacancies.
Any
casual vacancy occurring in the board of directors may be filled by
the directors.
14.6
Remaining Directors Power to
Act.
The
directors may act notwithstanding any vacancy in the board of
directors, but if the Company has fewer directors in office than
the number set pursuant to these Articles as the quorum of
directors, the directors may only act for the purpose of appointing
directors up to that number or of summoning a meeting of
shareholders for the purpose of filling any vacancies on the board
of directors or, subject to the Business Corporations Act, for any
other purpose.
14.7
Shareholders May Fill
Vacancies.
If the
Company has no directors or fewer directors in office than the
number set pursuant to these Articles as the quorum of directors,
the shareholders may elect or appoint directors to fill any
vacancies on the board of directors.
Notwithstanding
Articles 13.1 and 13.2, between annual general meetings or
unanimous resolutions contemplated by Article 10.2, the directors
may appoint one or more additional directors, but the number of
additional directors appointed under this Article 14.8 must not at
any time exceed:
(a)
one-third of the
number of first directors, if, at the time of the appointments, one
or more of the first directors have not yet completed their first
term of office; or
(b)
in any other case,
one-third of the number of the current directors who were elected
or appointed as directors other than under this Article
14.8.
Any
director so appointed ceases to hold office immediately before the
next election or appointment of directors under Article 14.1(a),
but is eligible for re-election or re-appointment.
14.9
Ceasing to be a Director.
Any
director ceases to be a director when:
(a)
the term of office
of the director expires;
(c)
the director
resigns as a director by notice in writing provided to the Company
or a lawyer for the Company; or
(d)
the director is
removed from office pursuant to Articles 14.10 or
14.11.
14.10
Removal of Director by
Shareholders.
The
Company may remove any director before the expiration of his or her
term of office by special resolution. In that event, the
shareholders may elect, or appoint by ordinary resolution, a
director to fill the resulting vacancy. If the shareholders do not
elect or appoint a director to fill the resulting vacancy
contemporaneously with the removal, then the directors may appoint
or the shareholders may elect, or appoint by ordinary resolution, a
director to fill that vacancy.
14.11
Removal of Director by
Directors.
The
directors may remove any director before the expiration of his or
her term of office if the director is convicted of an indictable
offence, or if the director ceases to be qualified to act as a
director of a company and does not promptly resign, and the
directors may appoint a director to fill the resulting
vacancy.
PART 15: POWERS AND
DUTIES OF DIRECTORS
The
directors must, subject to the Business Corporations Act and these
Articles, manage or supervise the management of the business and
affairs of the Company and have the authority to exercise all such
powers of the Company as are not, by the Business Corporations Act or by these
Articles, required to be exercised by the shareholders of the
Company.
15.2
Appointment of Attorney of
Company.
The
directors exclusively may from time to time, by power of attorney
or other instrument, under seal if so required by law, appoint any
person to be the attorney of the Company for such purposes, and
with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the directors under these Articles and
excepting the power to fill vacancies in the board of directors, to
remove a director, to change the membership of, or fill vacancies
in, any committee of the directors, to appoint or remove officers
appointed by the directors and to declare dividends) and for such
period, and with such remuneration and subject to such conditions
as the directors may think fit. Any such power of attorney may
contain such provisions for the protection or convenience of
persons dealing with such attorney as the directors think fit. Any
such attorney may be authorized by the directors to sub-delegate
all or any of the powers, authorities and discretions for the time
being vested in him or her.
PART 16: DISCLOSURE
OF INTEREST OF DIRECTORS
16.1
Obligation to Account for
Profits.
A
director or senior officer who holds a disclosable interest (as
that term is used in the Business
Corporations Act) in a contract or transaction into which
the Company has entered or proposes to enter is liable to account
to the Company for any profit that accrues to the director or
senior officer under or as a result of the contract or transaction
only if and to the extent provided in the Business Corporations Act.
16.2
Restrictions on Voting by Reason of
Interest.
A
director who holds a disclosable interest in a contract or
transaction into which the Company has entered or proposes to enter
is not entitled to vote on any directors’ resolution to
approve that contract or transaction, unless all the directors have
a disclosable interest in that contract or transaction, in which
case any or all of those directors may vote on such
resolution.
16.3
Interested Director Counted in
Quorum.
A
director who holds a disclosable interest in a contract or
transaction into which the Company has entered or proposes to enter
and who is present at the meeting of directors at which the
contract or transaction is considered for approval may be counted
in the quorum at the meeting whether or not the director votes on
any or all of the resolutions considered at the
meeting.
16.4
Disclosure of Conflict of Interest or
Property.
A
director or senior officer who holds any office or possesses any
property, right or interest that could result, directly or
indirectly, in the creation of a duty or interest that materially
conflicts with that individual’s duty or interest as a
director or senior officer, must disclose the nature and extent of
the conflict as required by the Business Corporations Act.
16.5
Director Holding Other Office in the
Company.
A
director may hold any office or place of profit with the Company,
other than the office of auditor of the Company, in addition to his
or her office of director for the period and on the terms (as to
remuneration or otherwise) that the directors may
determine.
No
director or intended director is disqualified by his or her office
from contracting with the Company either with regard to the holding
of any office or place of profit the director holds with the
Company or as vendor, purchaser or otherwise, and no contract or
transaction entered into by or on behalf of the Company in which a
director is in any way interested is liable to be voided for that
reason.
16.7
Professional Services by Director or
Officer.
Subject
to the Business Corporations
Act, a director or officer, or any person in which a
director or officer has an interest, may act in a professional
capacity for the Company, except as auditor of the Company, and the
director or officer or such person is entitled to remuneration for
professional services as if that director or officer were not a
director or officer.
16.8
Director or Officer in Other
Corporations.
A
director or officer may be or become a director, officer or
employee of, or otherwise interested in, any person in which the
Company may be interested as a shareholder or otherwise, and,
subject to the Business
Corporations Act, the director or officer is not accountable
to the Company for any remuneration or other benefits received by
him or her as director, officer or employee of, or from his or her
interest in, such other person.
PART 17: PROCEEDINGS
OF DIRECTORS
The
directors may meet together for the conduct of business, adjourn
and otherwise regulate their meetings as they think fit, and
meetings of the board held at regular intervals may be held at the
place, at the time and on the notice, if any, that the board may by
resolution from time to time determine.
Questions arising
at any meeting of directors are to be decided by a majority of
votes and, in the case of an equality of votes, the chair of the
meeting does not have a second or casting vote.
Meetings of
directors are to be chaired by:
(a)
the chair of the
board, if any;
(b)
in the absence of
the chair of the board, the president if any, if the president is a
director; or
(c)
any other director
chosen by the directors if:
(i)
neither the chair
of the board nor the president, if a director, is present at the
meeting within 15 minutes after the time set for holding the
meeting;
(ii)
neither the chair
of the board nor the president, if a director, is willing to chair
the meeting; or
(iii)
the chair of the
board and the president, if a director, have advised the secretary,
if any, or any other director, that they will not be present at the
meeting.
17.4
Meetings by Telephone or Other Communications
Medium.
A
director may participate in a meeting of the directors or of any
committee of the directors in person or by telephone or other
communications medium if all directors participating in the
meeting, whether in person or by telephone or other communications
medium, are able to communicate with each other. A director who
participates in a meeting in a manner contemplated by this Article
17.4 is deemed for all purposes of the Business Corporations Act and these
Articles to be present at the meeting and to have agreed to
participate in that manner.
A
director may, and the secretary or an assistant secretary, if any,
on the request of a director must, call a meeting of the directors
at any time.
Other
than for meetings held at regular intervals as determined by the
directors pursuant to Article 17.1, reasonable notice of each
meeting of the directors, specifying the place, day and time of
that meeting must be given to each of the directors by any method
set out in Article 23.1 or orally or by telephone.
17.7
When Notice Not Required.
It is
not necessary to give notice of a meeting of the directors to a
director if:
(d)
the meeting is to
be held immediately following a meeting of shareholders at which
that director was elected or appointed or is the meeting of the
directors at which that director is appointed; or
(e)
the director has
waived notice of the meeting.
17.8
Meeting Valid Despite Failure to Give
Notice.
The
accidental omission to give notice of any meeting of directors to
any director, or the non-receipt of any notice by any director,
does not invalidate any proceedings at that meeting.
17.9
Waiver of Notice of
Meetings.
Any
director may file with the Company a document signed by the
director waiving notice of any past, present or future meeting of
the directors and may at any time withdraw that waiver with respect
to meetings of the directors held after that withdrawal. After
sending a waiver with respect to all future meetings of the
directors, and until that waiver is withdrawn, no notice of any
meeting of the directors need be given to that director and all
meetings of the directors so held are deemed not to be improperly
called or constituted by reason of notice not having been given to
such director.
The
quorum necessary for the transaction of the business of the
directors may be set by the directors and, if not so set, is deemed
to be set at a majority of the directors or, if the number of
directors is set at one, is deemed to be set at one director, and
that director may constitute a meeting.
17.11
Validity of Acts Where Appointment
Defective.
Subject
to the Business Corporations
Act, an act of a director or officer is not invalid merely
because of an irregularity in the election or appointment or a
defect in the qualification of that director or
officer.
Consent Resolutions in
Writing.
A
resolution of the directors or of any committee of the directors
consented to in writing by all of the directors entitled to vote on
it, whether by signed document, fax, email or any other method of
transmitting (legibly recorded messages, is as valid and effective
as if it had been passed at a meeting of the directors or of the
committee of the (directors duly called and held. Such resolution
may be in two or more counterparts which together are deemed to
constitute one resolution in writing. A resolution passed in that
manner is effective on the date stated in the resolution or, if no
date is stated in the resolution, on the latest date stated on any
counterpart. A resolution of the directors or of any committee of
the directors passed in accordance with this Article 17.12 is
deemed to be a proceeding at a meeting of directors or of the
committee of the directors and to be as valid and effective as if
it had been passed at a meeting of the directors or of the
committee of the directors that satisfies all the requirements of
the Business Corporations
Act and all the requirements of these Articles relating to
meetings of the directors or of a committee of the
directors.
PART 18: EXECUTIVE
AND OTHER COMMITTEES
18.1
Appointment and Powers of Executive
Committee.
The
directors may, by resolution, appoint an executive committee
consisting of the director or directors that they consider
appropriate, and this committee has, during the intervals between
meetings of the board of directors, all of the directors’
powers, except:
(a)
the power to fill
vacancies in the board of directors;
(b)
the power to remove
a director;
(c)
the power to change
the membership of, or fill vacancies in, any committee of the
directors; and
(d)
such other powers,
if any, as may be set out in the resolution or any subsequent
directors’ resolution.
18.2
Appointment and Powers of Other
Committees.
The
directors may, by resolution,
(a)
appoint one or more
committees (other than the executive committee) consisting of the
director or directors that they consider appropriate;
(b)
delegate to a
committee appointed under paragraph (a) any of the directors’
powers, except:
(i)
the power to fill
vacancies in the board of directors;
(ii)
the power to remove
a director;
(iii)
the power to change
the membership of, or fill vacancies in, any committee of the
board, and
(iv)
the power to
appoint or remove officers appointed by the board; and
(c)
make any delegation
referred to in paragraph (b) subject to the conditions set out in
the resolution.
18.3
Obligations of
Committee.
Any
committee appointed under Articles 18.1 or 18.2, in the exercise of
the powers delegated to it, must
(a)
conform to any
rules that may from time to time be imposed on it by the directors;
and
(b)
report every act or
thing done in exercise of those powers as the directors may
require.
The
directors may, at any time, with respect to a committee appointed
under Articles 18.1 or 18.2:
(a)
revoke or alter the
authority given to a committee, or override a decision made by a
committee, except as to acts done before such revocation,
alteration or overriding;
(b)
terminate the
appointment of, or change the membership of, a committee;
and
(c)
fill vacancies on a
committee.
Subject
to Article 18.3(a) and unless the directors otherwise provide in
the resolution appointing the committee or in any subsequent
resolution, with respect to a committee appointed under Articles
18.1 or 18.2:
(a)
the committee may
meet and adjourn as it thinks proper;
(b)
the committee may
elect a chair of its meetings but, if no chair of the meeting is
elected, or if at any meeting the chair of the meeting is not
present within 15 minutes after the time set for holding the
meeting, the directors present who are members of the committee may
choose one of their number to chair the meeting;
(c)
a majority of the
members of a directors’ committee constitutes a quorum of the
committee; and
(d)
questions arising
at any meeting of the committee are determined by a majority of
votes of the members present, and in case of an equality of votes,
the chair of the meeting has no second or casting
vote.
The
directors may, from time to time, appoint such officers, if any, as
the directors determine, and the directors may, at any time,
terminate any such appointment.
19.2
Functions, Duties and Powers of
Officers.
The
directors may, for each officer:
(a)
determine the
functions and duties of the officer;
(b)
entrust to and
confer on the officer any of the powers exercisable by the
directors on such terms and conditions and with such restrictions
as the directors think fit; and
(c)
revoke, withdraw,
alter or vary all or any of the functions, duties and powers of the
officer.
No
officer may be appointed unless that officer is qualified in
accordance with the Business
Corporations Act. One person may hold more than one position
as an officer of the Company. Any officer need not be a
director.
All
appointments of officers are to be made on the terms and conditions
and at the remuneration (whether by way of salary, fee, commission,
participation in profits or otherwise) that the directors think fit
and are subject to termination at the pleasure of the directors,
and an officer may in addition to such remuneration be entitled to
receive, after he or she ceases to hold such office or leaves the
employment of the Company, a pension or gratuity.
In this
Part 20:
(a)
“eligible
penalty” means a judgment, penalty or fine awarded or imposed
in, or an amount paid in settlement of, an eligible
proceeding;
(b)
“eligible
proceeding” means a legal proceeding or investigative action,
whether current, threatened, pending or completed, in which a
director, former director of the Company or an affiliate of the
Company (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 of the Company
or an affiliate of the Company:
(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;
(c)
“expenses”
has the meaning set out in the Business Corporations Act.
20.2
Mandatory Indemnification of Directors and
Former Directors.
Subject
to the Business Corporations
Act, the Company must indemnify and advance expenses of a
director or former director of the Company and his or her heirs and
legal personal representatives against all eligible penalties to
which such person 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 such person in respect of that
proceeding. Each director is deemed to have contracted with the
Company on the terms of the indemnity contained in this Article
20.2.
20.3
Indemnification of Other
Persons.
Subject
to any restrictions in the Business Corporations Act, the Company
may indemnify any person.
20.4
Non-Compliance with Business Corporations
Act.
The
failure of a director or former director of the Company 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.
20.5
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 a
director, officer, employee or agent of the Company;
(b)
is or was a
director, officer, employee or agent of a corporation at a time
when the corporation is or was an affiliate of the
Company;
(c)
at the request of
the Company, is or was a director, officer, employee or agent of a
corporation or of a partnership, trust, joint venture or other
unincorporated entity;
(d)
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 as such director, officer,
employee or agent or person who holds or held such equivalent
position.
21.1
Payment of Dividends Subject to Special
Rights.
The
provisions of this Part 21 are subject to the rights, if any, of
shareholders holding shares with special rights as to
dividends.
21.2
Declaration of Dividends.
Subject
to the Business Corporations
Act, the directors may from time to time declare and
authorize payment of such dividends as they may deem
advisable.
The
directors need not give notice to any shareholder of any
declaration under Article 21.2.
The
directors may set a date as the record date for the purpose of
determining shareholders entitled to receive payment of a dividend.
The record date must not precede the date on which the dividend is
to be paid by more than two months. If no record date is set, the
record date is 5 p.m. on the date on which the directors pass the
resolution declaring the dividend.
21.5
Manner of Paying Dividend.
A
resolution declaring a dividend may direct payment of the dividend
wholly or partly by the distribution of specific assets or of paid
up shares or of bonds, debentures or other securities of the
Company, or in any one or more of those ways.
21.6
Settlement of Difficulties.
If any
difficulty arises in regard to a distribution under Article 21.5,
the directors may settle the difficulty as they deem advisable,
and, in particular, may:
(a)
set the value for
distribution of specific assets;
(b)
determine that cash
payments in substitution for all or any part of the specific assets
to which any shareholders are entitled may be made to any
shareholders on the basis of the value so fixed in order to adjust
the rights of all parties; and
(c)
vest any such
specific assets in trustees for the persons entitled to the
dividend.
Any
dividend may be made payable on such date as is fixed by the
directors.
21.8
Dividends to be Paid in Accordance with Number
of Shares.
All
dividends on shares of any class or series of shares must be
declared and paid according to the number of such shares
held.
21.9
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.
21.10
Dividend
Bears No Interest.
No
dividend bears interest against the Company.
21.11
Fractional Dividends.
If a
dividend to which a shareholder is entitled includes a fraction of
the smallest monetary unit of the currency of the dividend, that
fraction may be disregarded in making payment of the dividend and
that payment represents full payment of the dividend.
Any
dividend or other distribution payable in cash in respect of shares
may be paid by cheque, made payable to the order of the person to
whom it is sent, and mailed to the address of the shareholder, or
in the case of joint shareholders, to the address of the joint
shareholder who is first named on the central securities register,
or to the person and to the address the shareholder or joint
shareholders may direct in writing. The mailing of such cheque
will, to the extent of the sum represented by the cheque (plus the
amount of the tax required by law to be deducted), discharge all
liability for the dividend unless such cheque is not paid on
presentation or the amount of tax so deducted is not paid to the
appropriate taxing authority.
21.13
Capitalization of
Surplus.
Notwithstanding
anything contained in these Articles, the directors may from time
to time capitalize any surplus of the Company and may from time to
time issue, as fully paid, shares or any bonds, debentures or other
securities of the Company as a dividend representing the surplus or
any part of the surplus.
PART 22: DOCUMENTS,
RECORDS AND REPORTS
22.1
Recording of Financial
Affairs.
The
directors must cause adequate accounting records to be kept to
record properly the |financial affairs and condition of the Company
and to comply with the provisions of the Business Corporations Act.
22.2
Inspection of Accounting
Records.
Unless
the directors determine otherwise, or unless otherwise determined
by ordinary resolution, no shareholder of the Company is entitled
to inspect or obtain a copy of any accounting records of the
Company.
22.3
Remuneration of Auditors.
The
remuneration of the auditors, if any, shall be set by the directors
regardless of whether the auditor is appointed by the shareholders,
by the directors or otherwise. For greater certainty, the directors
may delegate to the audit committee or other committee the power to
set the remuneration of the auditors.
Unless
the Business Corporations
Act or these Articles provides otherwise, a notice,
statement, report or other record required or permitted by the
Business Corporations Act
or these Articles to be sent by or to a person may be sent by any
one of the following methods:
(a)
mail addressed to
the person at the applicable address for that person as
follows:
(i)
for a record mailed
to a shareholder, the shareholder’s registered
address;
(ii)
for a record mailed
to a director or officer, the prescribed address for mailing shown
for the director or officer in the records kept by the Company or
the mailing address provided by the recipient for the sending of
that record or records of that class;
(iii)
in any other case,
the mailing address of the intended recipient;
(b)
delivery at the
applicable address for that person as follows, addressed to the
person:
(i)
for a record
delivered to a shareholder, the shareholder’s registered
address;
(ii)
for a record
delivered to a director or officer, the prescribed address for
delivery shown for the director or officer in the records kept by
the Company or the delivery address provided by the recipient for
the sending of that record or records of that class;
(iii)
in any other case,
the delivery address of the intended recipient;
(c)
sending the record
by fax to the fax number provided by the intended recipient for the
sending of that record or records of that class;
(d)
sending the record,
or a reference providing the intended recipient with immediate
access to the record, by electronic communication to an address
provided by the intended recipient for the sending of that record
or records of that class;
(e)
sending the record
by any method of transmitting legibly recorded messages, including
without limitation by digital medium, magnetic medium, optical
medium, mechanical reproduction or graphic imaging, to an address
provided by the intended recipient for the sending of that record
or records of that class; or
(f)
physical delivery
to the intended recipient.
A
record that is mailed to a person by ordinary mail to the
applicable address for that person referred to in Article 23.1 is
deemed to be received by the person to whom it was mailed on the
day, Saturdays, Sundays and holidays excepted, following the date
of mailing. Any demand, notice or other communication given by
personal delivery will be conclusively deemed to have been given on
the day of actual delivery thereof and, if given by electronic
communication, on the day of transmittal thereof if given during
statutory business hours on the day which statutory business hours
next occur if not given during such hours on any day.
A
certificate signed by the secretary, if any, or other officer of
the Company or of any other corporation acting in that behalf for
the Company stating that a notice, statement, report or other
record was addressed as required by Article 23.1, prepaid and
mailed or otherwise sent as permitted by Article 23.1 is conclusive
evidence of that fact.
23.4
Notice to Joint
Shareholders.
A
notice, statement, report or other record may be provided by the
Company to the joint shareholders of a share by providing the
notice to the joint shareholder first named in the central
securities register in respect of the share.
A
notice, statement, report or other record may be provided by the
Company to the persons entitled to a share in consequence of the
death, bankruptcy or incapacity of a shareholder by:
(a)
mailing the record,
addressed to them:
(i)
by name, by the
title of the legal personal representative of the deceased or
incapacitated shareholder, by the title of trustee of the bankrupt
shareholder or by any similar description; and
(ii)
at the address, if
any, supplied to the Company for that purpose by the persons
claiming to be so entitled; or
(b)
if an address
referred to in paragraph (a)(ii) has not been supplied to the
Company, by giving the notice in a manner in which it might have
been given if the death, bankruptcy or incapacity had not
occurred.
Except
as provided in Articles 24.2 and 24.3, the Company’s seal, if
any, must not be impressed on any record except when that
impression is attested by the signature or signatures
of:
(b)
any officer,
together with any director;
(c)
if the Company only
has one director, that director; or
(d)
any one or more
directors or officers or persons as may be determined by resolution
of the directors.
For the
purpose of certifying under seal a certificate of incumbency of the
directors or officers of the Company or a true copy of any
resolution or other document, despite Article 24.1, the impression
of the seal may be attested by the signature of any director or
officer.
24.3
Mechanical Reproduction of
Seal.
The
directors may authorize the seal to be impressed by third parties
on share certificates or bonds, debentures or other securities of
the Company as they may determine appropriate from time to time. To
enable the seal to be impressed on any share certificates or bonds,
debentures or other securities of the Company, whether in
definitive or interim form, on which facsimiles of any of the
signatures of the directors or officers of the Company are, in
accordance with the Business
Corporations Act or these Articles, printed or otherwise
mechanically reproduced, there may be delivered to the person
employed to engrave, lithograph or print such definitive or interim
share certificates or bonds, debentures or other securities one or
more unmounted dies reproducing the seal and the chair of the board
or any senior officer together with the secretary, treasurer,
secretary-treasurer, an assistant secretary, an assistant treasurer
or an assistant secretary-treasurer may in writing authorize such
person to cause the seal to be impressed on such definitive or
interim share certificates or bonds, debentures or other securities
by the use of such dies. Share certificates or bonds, debentures or
other securities to which the seal has been so impressed are for
all purposes deemed to be under and to bear the seal impressed on
them.
In this
Part 25:
(a)
“designated
security” means:
(i)
a voting security
of the Company;
(ii)
a security of the
Company that is not a debt security and that carries a residual
right to participate in the earnings of the Company or, on the
liquidation or winding up of the Company, in its assets;
or
(iii)
a security of the
Company convertible, directly or indirectly, into a security
described in paragraph (a) or (b);
(b)
“security”
has the meaning assigned in the Securities Act
(British Columbia);
(c)
“voting
security” means a security of the Company that:
(i)
is not a debt
security, and
(ii)
carries a voting
right either under all circumstances or under some circumstances
that have occurred and are continuing.
Article
25.3 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.
25.3
Consent Required for Transfer of Shares or
Designated Securities.
No
share or designated security may be sold, transferred or otherwise
disposed of without the consent of the directors and the directors
are not required to give any reason for refusing to consent to any
such sale, transfer or other disposition.
PART 26: SPECIAL
RIGHTS AND RESTRICTIONS ATTACHED TO THE COMMON
SHARES
The
holders of the Common shares shall be entitled to receive notice of
and to attend and vote at all meetings of shareholders of the
Company except meetings of the holders of another class of shares.
Each Common share shall entitle the holder thereof to one
vote.
Subject
to the preferences as to the payment of dividends provided to any
shares ranking in priority to the Common shares, the holders of the
Common shares shall be entitled to receive such dividends as may be
declared thereon by the board of directors of the Company from time
to time.
In the
event of the liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, the holders of the Common shares
shall be entitled to receive pro rata all of the assets remaining
for distribution after payment to the holders of any shares ranking
in priority to the Common shares in respect of payment upon
liquidation, dissolution or winding-up of all amounts attributed
and properly payable to such holders of such other shares, in
accordance with preference on liquidation, dissolution or
winding-up accorded to the holders of the holders of such
shares.
Dated
May 24, 2019.
PRETIUM RESOURCES INC.
(signed)
“Vladimir
Cvijetinovic”
____________________________________
(Authorized
Signatory)