RE: sedar filings Alteration of Authorized Share Structure
The Company proposes to alter its Notice of Articles to increase the Company’s authorized share structure from 100,000,000 common shares without par value to an unlimited number of common shares without par value, as permitted under the Business Corporations Act (British Columbia).
Management believes that authorizing the Company to issue an unlimited number of common shares will benefit the Company by providing greater flexibility to carry out future capital raising activities and helping to avoid delays and expense associated with convening an extraordinary general meeting to approve further alterations to the Company’s authorized share structure.
The increase to the authorized share structure requires the affirmative vote of not less than 2/3 of the votes cast at the Meeting by shareholders of the Company, present in person or by proxy. Accordingly, the Company’s shareholders will be asked to consider and, if thought advisable, to pass, with or without amendment, a special resolution as follows:
“BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:
(a) the Notice of Articles of the Company be altered to increase the number of common shares of the Company authorized to be issued to an unlimited number of common shares without par value;
(b) any one director or officer of the Company, signing alone, be authorized and directed to execute, deliver and file all such documents and instruments, including the Notice of Alteration to the Notice of Articles, and to do such further acts as may be necessary to effect the amendment or as may be required to carry out the full intent and meaning thereof; and
(c) the Board of Directors is hereby authorized, at any time in its absolute discretion, to determine whether or not to proceed with the above resolutions without further approval, ratification or confirmation by the shareholders.”
This amendment to the Notice of Articles shall take effect immediately on the date and time the Notice of Alteration of the Notice of Articles is filed with the Registrar of Companies (British Columbia).