Exhibit 99.2
CORPORATE ACCESS NUMBER: 2018462024
Government ofAlberta■
BUSINESS CORPORATIONS ACT
CERTIFICATE OF
AMENDMENT AND REGISTRATION OF RESTATED ARTICLES
GOLD RESERVE INC.
AMENDED ITS ARTICLES ON 2019/06/14.
Name/Structure Change Alberta Corporation - Registration Statement
Alberta AmendmentDate:2019/06/14
ServiceRequestNumber: 31194586
Corporate Access Number:2018462024
LegalEntityName: GOLDRESERVEINC.
French Equivalent Name:
Legal Entity Status:Active
Alberta Corporation Type:Named Alberta Corporation
NewLegal Entity Name:GOLDRESERVEINC
New French Equivalent Name:
Nuans Number: 112586086
NuansDate: 2014/06/18
French Nuans Number:
French Nuans Date:
Share Structure:THE ATTACHED SCHEDULE "A" IS INCORPORATEDINTOANDFORMSPARTOFTHEARTICLESOFTHECORPORATION.
Share Transfers Restrictions:THEATTACHEDSCHEDULE 11B11 ISINCORPORATEDINTO ANDFORMSPARTOFTHEARTICLESOFTHECORPORATION.
Number of Directors:
Min Number Of Directors:3
Max Number Of
Directors: 15
BusinessRestrictedTo: NONE
Business Restricted From:NONE
Other Provisions:THE ATTACHED SCHEDULE "C" IS INCORPORATED INTO ANDFORMSPARTOFTHEARTICLESOFTHECORPORATION.
BCASection/Subsection: 193
ProfessionalEndorsementProvided:
Future Dating Required:
Annual Return
File Year Date Filed
2018 2018/11/13
2017 | 2017/10/31 2016/12/21 |
2016 |
Attachment
I AttachmentType Microfilm Bar Code DateRecorded |
LetterofApproval 10000107112628753 2014/09/09 |
Other RulesorProvisions ELECTRONIC 2014/09/09 |
ShareStructure ELECTRONIC 2014/09/09 |
Restrictions onShareTransfers ELECTRONIC 2014/09/09 |
lShareStructure ELECTRONIC 2019/06/14 |
Articles/Plan of Arrangement/Court Order 10000607125945349 2019/06/14 |
ShareStructure ELECTRONIC 2019/06/14 |
|
Registration Authorized By:RASHISENGAR
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 shares that theCorporation is authorized to issue are asfollows:
The Corporation is authorizedtoissue an unlimited number ofshares,and the authorized capital of the Corporation is to be divided into Class A CommonShares,Class B Common Shares, Class C Common Shares and Class C Preferred Shares, which shall haveattachedtheretothefollowing preferences, rights, conditions, restrictions,limitations orprohibitions:
1. Class A Common Shares ("Class Ashares"):
(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 ofshares of the Corporation are entitled to voteseparately as a class or series. Theholdersof Class A sharesshall have one vote in respect of each Class A share held by them and shall be entitled to vote as a class withthe Class BsharesoftheCorporation.
(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 dividends shall not apply if the Corporationand/orGR-Montanaowns all outstanding shares ofGR-Montana ClassBStockoriginally included in an Equity Unit or if all Equity Units (as defined in Schedule "B") 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 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:
(l) the lesserof:
(i) b/c
or (ii) aid
and (2) the greaterof:
(i) 0
or (ii) a-(b/c)(di
d+ e/99
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 A shares outstanding atthe 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.1 of the Income Tax Act (Canada) (the"Act") on the basis that the Class A shares are taxable preferred shares within the meaning of theAct,the Corporation shall file an election in prescribed form pursuant to, and within the time limits imposed by, subsection191.2(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 preferred shares.
2. Class B Common Shares ("Class Bshares"):
(a) Voting
The holders of Class B shares shall beentitledto vote at any meeting of the shareholders of the Corporation, except at meetings atwhich only holders of another specificclass orseries ofsharesof the Corporation are entitled to voteseparately as a class or series.Theholdersof Class B sharesshall have one voteinrespect of each ClassBshare held by them and shall be entitled to vote as a class with the Class A shares of the Corporation.
(bl 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 ClassBshare is made, 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 B share determined in accordance with the following formula, but only to the extent that the formula produces a positivenumber.
a-(b/c)(d)
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 of the Corporation.
(d) Cancellation of Class BShares
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 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,andwhether dividendsshall be cumulative or non-cumulative;
(c) the voting power of holders of such series, if any, including, without limitation, the vote or fraction of vote 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, towhichsuch series shall have the benefit of any sinking fund provisionsfor redemption orrepurchase 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 convertible and, 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.