Exhibt 99.1
CORPORATE ACCESS NUMBER: 2018462024
Government ofAlberta■
BUSINESS CORPORATIONS ACT
CERTIFICATE OF
AMENDMENT ANDREGISTRATION OF RESTATEDARTICLES
GOLD RESERVE INC.
AMENDED ITS ARTICLES ON 2019/06/14.
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Name/StructureChangeAlbertaCorporation-RegistrationStatement
Alberta AmendmentDate:2019/06/14
ServiceRequestNumber: 31189844
Corporate Access Number:2018462024
LegalEntityName: GOLDRESERVEINC.
French Equivalent Name:
Legal Entity Status:Active
Alberta Corporation Type: Named Alberta Corporation
NewLegal Entity Name:GOLD RESERVE INC.
New FrenchEquivalentName:
Nuans Number: 112586086
NuansDate:2014/06/18
French Nuans Number:
French Nuans Date:
Share Structure:THE ATTACHED SCHEDULE "A" IS INCORPORATED INTO ANDFORMSPARTOFTHEARTICLESOFTHECORPORATION.
Share Transfers Restrictions:THE ATTACHED SCHEDULE "B" ISINCORPORATEDINTO ANDFORMSPARTOFTHEARTICLESOFTHECORPORATION.
Number ofDirectors:
Min Number Of Directors:3
Max Number Of
Directors: 15
BusinessRestrictedTo: NONE
Business Restricted From:NONE
Other Provisions:THE ATTACHED SCHEDULE "C" ISINCORPORA TED INTO AND FORMS PART OF THE ARTICLES OF THE CORPORATION.
BCASection/Subsection: 193
ProfessionalEndorsement Provided:
Future Dating Required:
Annual Return
Attachment
I Attachment Type | Microfilm Bar Code Date Recorded |
Letter of Approval | 10000107112628753 20141/09/09 |
Other Rules or Provisions | ELECTRONIC 2014/09/09 |
Share Structure | ELECTRONIC 2014/09/09 |
Restrictions on Share Transfers | ELECTRONIC 2014/09/09 |
Articles/Plan of Arrangement/Court Order l00006071259453491 2019/06/14 | |
Share Structure | ELECTRONIC 2019/06/14 |
Registration Authorized By: RASHI SENGAR
SOLICITOR
The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry.
SCHEDULE "A"
TO THE ARTICLES OF GOLD RESERVE INC.
(the"Corporation")
The classes and any maximum number of sharesthat theCorporation is authorized to issue are asfollows:
The Corporation is authorized to issue an unlimited number ofshares,and the authorized capital of the Corporation is to be divided into Class A Common Shares, Class B Common Shares, Class C Common Shares and Class C Preferred Shares, which shall have attached thereto the following preferences, rights, conditions, restrictions, limitations orprohibitions:
1.Class A Common Shares ("Class A shares"):
(a) Voting
The holders of Class A shares shall beentitledto vote at any meeting of the shareholders of the Corporation, except at meetings atwhichonly holders of another specificclass orseries ofsharesof the Corporation are entitled tovote separately as a class or series. Theholders of Class A sharesshall have one vote in respectofeach Class A share heldby
them and shall be entitled to vote as aclasswith theshares of theCorporation.
(b) Dividends
Subject to the prior rights and preferences, if any, applicable to the Preferred Shares, or any series thereof, the holders of Class A shares shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon by the board of directors at any time and from time to time out of any funds of the Corporation legally available therefor; provided, however, that any dividend upon the Class A shares that is payable in common shares shall be paid only in Class A shares to the holders of Class Ashares.
As long as any of the Class B Common Stock, no par value per share ("GR-Montana Class B Stock"), of Gold Reserve Corporation, a Montana corporation ("GR-Montana"), remainsoutstanding:
(i) dividends may not be declared with respect to Class A shares unless dividends are declared simultaneously on the Class B shares and by GR-Montana with respect to GR-Montana Class B Stock;
(ii) other than dividends payableinshares, the sum of thedividend payable per Class B share and the dividend payable per shareofGR-Montana Class B Stock shall equal the dividend payable per Class A share;and
(iii) if a dividend is made in Class A shares, a simultaneous dividend for a proportionate number of shares must be made for each of the Class B shares and the shares of GR-Montana ClassB
Stock based on an original ratioofone to-one-to-one, as may be adjusted to give effect to any stock splits, stock combinations or other changes In capitalization.Forexample, ifa dividend of one Class A share is made,asimultaneous dividend for one Class B share and one share ofGR-MontanaClass B Stock must bemade.
These restrictions on dividendsshall not apply ifthe Corporation and/or GR-Montana ownsall outstandingshares of GR-Montana Class B Stock originallyincludedin an Equity Unit
or if all Equity Units (as definedin Schedule "B") have beenconverted into Class A shares.
(c) Participation in Assets onDissolution
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of Preferred Shares, or any series thereof, the holders of Class A shares shall be entitled to receive out of the assets of the Corporation available for distribution to shareholders, liquidation proceeds in an amount per Class A share equal to the sum of thefollowing:
(1) the lesserof:
(i) b/c
or (ii) a/d
and (2) the greaterof:
(i) 0
or (ii) a-(b/c)(d) /
d+e/99
where:
a= the amount of the Corporation's liquidation proceeds remaining after distribution of the preferential amounts, if any, to holders of PreferredShares
b= the aggregate GR-Montana Class B Stock liquidation proceeds at the time of any voluntary or involuntary liquidation, dissolution or winding up ofGR-Montana
c= the total number of shares of GR-Montana Class B Stock outstanding at the time of any voluntary or involuntary liquidation, dissolution or winding up of GR-Montana
d= the total number of Class A shares outstanding at the time of the voluntary or involuntary liquidation, dissolution or winding up of theCorporation
e= the total number of Class B shares outstanding at the time of liquidation, dissolution or winding up of theCorporation
A liquidation, dissolution or winding up of the Corporation, as
such terms are used in this paragraph, shall not be deemed to be occasioned by or to include any consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or part of the assets of the Corporation.
(d) Taxes
In the event that the Corporation is assessed for tax under Part Vl.l of the Income Tax Act (Canada) (the"Act")on the basis that the Class A shares are taxable preferred shares within the meaning of the Act, the Corporation shall file an election in prescribed form pursuant to, and within the time limits imposed by, subsection 191.2(1) of the Act or any similar successor provision to ensure that the holders of the Class A shares are not subject to tax under Part IV.l of the Act on dividends received on taxable preferredshares.
2. ClassBCommon Shares ("ClassBshares"):
(a) Voting
The holders of Class B shares shall beentitledto vote at any meeting of the shareholders of the Corporation, except at meetings atwhichonly holders of another specificclass orseries ofsharesof the Corporation are entitled to voteseparately as a class or series.Theholdersof Class B shares
shall have one vote in respect of each Class B share held by them and shall be entitled to vote as a class with the Class A shares of the Corporation.
(b) Dividends
Subject to the prior rights and preferences, if any, applicable to the Preferred Shares, or any series thereof, the holders of Class B shares shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon by the board of directors at any time and from time to time out of any funds of the Corporation legally available therefor; provided, however, that any dividend upon the Class B shares that is payable in common shares shall be paid only in Class B shares to the holders of Class Bshares.
As long as any GR-Montana Class B Stock remains outstanding:
(i) dividends may not be declared with respect to Class B shares unless dividends are declared simultaneously on the Class A shares and by GR-Montana with respect to GR-Montana Class B Stock;
(ii) other than dividends payableinshares, the sum of thedividend payable per Class B share and the dividend payable per shareofGR-Montana Class B Stock shall equal the dividend payable per Class Ashare;
(iii) if a dividend is made in Class B shares, a simultaneous dividend for a proportionate number of shares must be made for each of the Class A shares and the shares of GR-Montana ClassB
Stock based on an original ratio of one-to-one-to-one, as may be adjusted to give effect to any stock splits, stock combinations or other changes in capitalization. For example, if a dividend of one Class B shareismade, a simultaneous dividend for one Class A share and one share of GR-Montana Class B Stock must be made; and
(iv) dividends payable per ClassBshare (other than dividends in ClassBshares) shall equal1%of the dividends payable per Class Ashare.
These restrictions on dividends shall not apply if the Corporation and/or GR-Montana owns all outstanding shares of GR-Montana ClassBStock originally included in an Equity Unit, or if all Equity Units have been converted into Class Ashares.
(c) Participation in Assets onDissolution
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of Preferred Shares, or any series thereof, the holders of the ClassBshares shall be entitled to receive out of the assets of the Corporation available for distribution to shareholders, liquidation proceeds in an amount per Class Bshare determined in accordance with the following formula, but only to the extent that the formula produces a positivenumber.
a-(b/c)(d)
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99(d)+e
where:
a= the amount of the Corporation's liquidationproceeds remaining after distribution of the preferential amounts, if any, to holders of PreferredShares
b= the aggregate GR-Montana Class BStock liquidationproceeds at the time of any voluntary or involuntary liquidation, dissolution or winding up ofGR-Montana
c = the total number of shares of GR-Montana Class B Stock outstanding at the time of any voluntary or involuntary liquidation, dissolution or winding up of GR-Montana
d = the total number of Class Ashares outstanding at the time of the voluntary or involuntary liquidation, dissolution or winding up of theCorporation
e = the total number of Class B shares outstanding at thetime of liquidation, dissolution or winding up of theCorporation
A liquidation, dissolution or winding up of the Corporation, as such terms are used in this paragraph, shall not be deemed to be occasioned by or to include any consolidation, merger or amalgamation of the Corporation with or Into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or part of the assets ofthe
Corporation.
{d) Cancellation of Class B Shares
In the event that all of the Class B shares originally issued as part of Equity Units cease to be outstanding, the Class B shares shall, without any further action of the Corporation, automatically be canceled.
3. Class C Common Shares {"Class C Shares"): Share Terms for Class C Shares
All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Certificate and Articles of Continuance of the Company dated September 9, 2014.
Class C Shares
The rights, privileges, restrictions and conditions attaching to the Class C Shares are as follows:
1. Ranking of Class C Shares
The Class C Shares shall rank junior to the Preference Shares and shall rank equally with the Class A Shares with respect to the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs.
2. Notice of Meetings and Voting Rights
Except for meetings of holders of a particular class or series of shares other than the Class C Shares required by Applicable Laws to be held as a separate class or series meeting, the holders of the Class C Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Company and at any such meeting to vote on all matters submitted to a vote on the basis of one vote for each Class C Share held.
3. Dividends
Subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares and to Applicable Laws, the holders of the Class C Shares shall be entitled to receive and the Company shall pay thereon, if, as and when declared by the Board of Directors out of the assets of the Company properly applicable to the payment of dividends, dividends in such amounts and payable in such manner as the Board of Directors may from time to time determine.
4. Liquidation, Dissolution and Winding Up
Subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares, upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Company among its shareholders for the purpose of
winding up its affairs, the holdersofthe Class C Shares andthe Class A Sharesshallbe entitled to share equally, on a share for share basis, in all remaining property and assets of theCompany.
5. Conversion into Class AShares
Any holder of Class C Shares shall be entitled at any time (subject as hereinafter provided) to have all or any of the Class C Shares held by such holder converted into Class A Shares as the same shall be constituted at the time of the conversion on the basis of one Class C Share for each one Class A Share in respect of which the conversion right is exercised. The right of conversion herein provided for may be exercised by notice in writing given to the Company at its registered office accompanied by the certificate or certificates, or direct registration system statement or statements, as applicable, representing the Class C Shares in respect of which the holder thereof desires to exercise such right of conversion and such notice shall be signed by the person registered on the books of the Company as the holder of the Class C Shares in respect of which such right is being exercised or by such person's duly authorized attorney and shall specify the number of Class C Shares which the holder desires to have converted. Upon receipt of such notice the Company shall issue certificates, or direct registration system statements, as applicable, representing Class A Shares upon the basis above prescribed and in accordance with the provisions hereof to the registered holder of the Class C Shares represented by the certificate or certificates, or direct registration system statement or statements, as applicable, accompanying such notice. If less than all the Class C Shares represented by any certificate, or direct registration system statement, as applicable, are to be converted, the holder shall be entitled to receive a new certificate, or direct registration system statement, as applicable, for the Class C Shares representing the Class A Shares comprised in the original certificate, or direct registration system statement, as applicable, which are not to beconverted.
4. Class C Preferred Shares ("PreferredShares"):
The board of directors of the Corporation is hereby authorized, subject to the limitations prescribed by law and the provisions hereof, at its option, from time to time to divide all or any part of the Preferred Shares into series thereof; to establish from time to time the number of shares to be included in any such series; to determine the designations, rights, privileges, restrictions, and conditions attaching to the shares of each such series; and to determine variations, if any, between any series so established as to all matters, including, but not limited to, the determination of thefollowing:
(a) the number of shares constituting each such series and the distinctive designation of suchseries;
(b) the rate of dividend, if any,and whether dividendsshall be cumulative or non-cumulative;
(c) thevoting power of holders of such series, if any, including, without limitation, the voteorfraction ofvote to
which such holder may be entitled, the events upon the occurrence of which such holder may be entitled to vote, and any restrictions or limitations upon the right of such holder to vote, except on such matters as may be required bylaw;
(d) whether such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates after which the shares constituting such series shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemptiondates;
(e) the extent, if any, to which such series shall have the benefit of any sinking fund provisions for redemption or repurchase ofshares;
(f) the rights, if any, of such series in the event of the dissolution of the Corporation or upon any distribution of the assets of the Corporation, including, with respect to the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the relative rights or priority, if any, of payment of shares of suchseries;
(g) whether thesharesof such series shall be convertibleand, if so, the termsandconditions on which shares of such series shall be so convertible;and
(h) such other designations, rights, privileges, and relative participating, optional or other special rights, and such restrictions and conditions thereon as are permitted bylaw.