From Information Circular (on SEDAR)The following is from a SEDAR file, dated May 12/03:
https://www.sedar.com/csfsprod/data37/filings/00537293/00000001/f%3A%5CEDF%5Cdwnlds%5CTNRResMPM%5CInfoCirc03.pdf
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C. Consolidation & Name Change
The board of directors of the Company has determined that in order to provide the widest opportunity to raise
additional capital for the Company’s projects it is in the best interests of the Company to obtain shareholder
approval, which the directors will have the right not to act on, to a consolidation of the Common Shares of the
Company on the basis of up to Four (4) post Consolidated Common Share for each One (1) pre-consolidated
Common Share, or such other lesser number of pre-consolidated Common Shares as the board of directors and
management of the Company may determine appropriate and the regulatory bodies having jurisdiction may accept.
In the event of a consolidation securities regulations require that the Company change its name. The Directors have
proposed that the name of the Company in such event be changed to TNR MINING LTD., or such other name as
may be proposed by the directors and acceptable to regulatory authorities.
Shareholders of the Company will be asked to consider and, if thought appropriate, approve and adopt with or
without modification, a special resolution authorizing the consolidation and name change, and the resulting
amendment to the Company’s Memorandum. The special resolution will confer discretionary authority on the board
of directors, if it deems appropriate, to revoke the special resolution before it is acted upon. A special resolution
requires approval by a majority of not less than 75% of the votes cast in respect of the special resolution. In the
absence of contrary directions, the Management Designees intend to vote proxies in the accompanying form
in favour of this resolution.
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The text of the special resolution in respect of the approval of the Consolidation and name change which
management intends to place before the Meeting for approval, confirmation and adoption, with or without
modification, is as follows:
"Be it resolved as a special resolution of the Company that:
1. The Memorandum of the Company be altered by changing the name of the Company from TNR
Resources Ltd. to TNR MINING LTD., or such other name as is acceptable to the director and
regulatory authorities;
2. The authorized capital of the Company be altered by consolidating all of the 90,000,000 authorized
common shares without par value of which 38,594,681 common shares are issued, into 22,500,000
common shares without par value of which 9,648,670 common shares are issued, every four of such
shares being consolidated into one share, or such lesser consolidation ratio as the Directors may
determine;
3. The authorized capital of the Company be increased from 32,500,000 shares comprised of 22,500,000
common shares without par value of which 9,648,670 common shares are issued, and 10,000,000
Class "A" Non-voting Convertible Redeemable Shares of which 1,974,907 are issued, to 100,000,000
shares divided into 90,000,000 common shares of which 9,648,670 common shares are issued and
10,000,000 Class "A" Non-voting Convertible Redeemable Shares of which 1,974,907 are issued. No
fractional shares are to be issued and all such fractional shares will be purchased by the Company
through Pacific Corporate Trust Company, on the basis of $.15 for each whole share, such fractional
shares being consolidated into whole shares and sold by the Company, through Pacific Corporate
Trust Company, pursuant to the provisions of Section 238 of the Company Act, R.S.B.C. 1996,
Chapter 62;
4. Paragraphs 1 and 2 of the Memorandum be altered to read:
"1. The name of the Company is TNR MINING LTD.
2. The authorized capital of the Company consists of 100,000,000 shares divided into 90,000,000
common shares without par value and 10,000,000 Class "A" Non-voting Convertible
Redeemable Shares. The special rights and restrictions attached to the Class “A” non-voting
convertible redeemable shares are set out in the Articles of the Company. "
AND THAT the Memorandum of the Company be altered so that it shall be in the form set out in
Schedule "A" attached to this resolution and the same be and is hereby adopted as the Memorandum
of the Company.
5. the shareholders of the Company hereby expressly authorize the board of directors to exercise its
discretion as circumstances may require to revoke this resolution before it is acted upon, without
requiring further approval of the shareholders in that regard; and
6. any one or more directors and officers of the Company are hereby authorized on behalf of the
Company to take all necessary steps and proceedings, to execute and deliver any and all declarations,
agreements, documents and other instruments, including the filing of articles of amendment with the
appropriate regulatory authorities to give effect to this consolidation and to do all such other acts
and things that may be necessary or desirable to give effect to this resolution including, without
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limitation, the delivery of an amended Memorandum of Association in the prescribed form with the
appropriate registry."
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