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- 40FR12B Initial registration of securities (Canada)
- 99.1 Annual Information Form for the Financial Year Ended December 31, 2011
- 99.2 Annual Information Form for the Year Ended May 31, 2011
- 99.3 Annual Information Form for the Year Ended May 31, 2010
- 99.4 Annual Financial Statements for the Seven-month Period Ended December 31, 2011
- 99.5 Notice of Change of Year End
- 99.6 Annual Financial Statements for the Year Ended May 31, 2011
- 99.7 Annual Financial Statements for the Year Ended May 31, 2010
- 99.8 Management's and Analysis for the Financial Year Ended December 31, 2011
- 99.9 Management's Discussion and Analysis for the Year Ended May 31, 2011
- 99.10 Management's Discussion and Analysis for the Year Ended May 31, 2010
- 99.11 Financial Statements for the Three and Nine Months Ended September 30, 2012
- 99.12 Md&a for the Three and Nine Month Periods Ended September 30, 2012
- 99.13 Financial Statements for the Three and Six Months Ended June 30, 2012
- 99.14 Md&a for the Three and Six Month Periods Ended June 30, 2012
- 99.15 Interim Consolidated Financial Statements for March 31, 2012
- 99.16 Md&a for the Fiscal Quarter Ended March 31, 2012
- 99.17 Interim Financial Statements for the Three Months Ended August 31, 2011
- 99.18 Md&a for the Fiscal Quarter Ended August 31, 2011
- 99.19 Financial Statements for Three and Nine Months Ended February 28, 2011
- 99.20 Md&a for the Fiscal Quarter Ended February 28, 2011
- 99.21 Financial Statements for the Three and Six Months Ended November 30, 2010
- 99.22 Md&a for the Fiscal Quarter Ended November 30, 2010
- 99.23 Financial Statements for the Three Months Ended August 31, 2010
- 99.24 Md&a for the Fiscal Quarter Ended August 31, 2010
- 99.25 Notice of May 2012 Annual General Meeting
- 99.26 Management Information Circular for May 2012 Annual General Meeting
- 99.27 Proxy Form for May 2012 Annual General Meeting
- 99.28 Notice of September 2011 Annual General Meeting
- 99.29 Management Information Circular for September 2011 Annual General Meeting
- 99.30 Proxy Form for September 2011 Annual General Meeting
- 99.31 Notice of September 2010 Annual General Meeting
- 99.32 Management Information Circular for September 2010 Annual General Meeting
- 99.33 Proxy Form for September 2010 Annual General Meeting
- 99.34 Material Change Report Dated February 24, 2012
- 99.35 Material Change Report Dated January 23, 2012
- 99.36 Material Change Report Dated January 5, 2012
- 99.37 Material Change Report Dated November 18, 2011
- 99.38 Material Change Report Dated October 31, 2011
- 99.39 Material Change Report Dated October 5, 2011
- 99.40 Material Change Report Dated May 16, 2011
- 99.41 Material Change Report Dated May 16, 2011
- 99.42 Material Change Report Dated April 24, 2011
- 99.43 Material Change Report Dated March 14, 2011
- 99.44 Material Change Report Dated February 18, 2011
- 99.45 Material Change Report Dated February 9, 2011
- 99.46 Material Change Report Dated January 26, 2011
- 99.47 Material Change Report Dated December 7, 2010
- 99.48 Material Change Report Dated October 25, 2010
- 99.49 Material Change Report Dated September 24, 2010
- 99.50 Material Change Report Dated August 26, 2010
- 99.51 Material Change Report Dated July 21, 2010
- 99.52 Material Change Report Dated June 3, 2010
- 99.53 Material Change Report Dated June 1, 2010
- 99.54 News Release Dated November 14, 2012
- 99.55 News Release Dated October 18, 2012
- 99.56 News Release Dated September 17, 2012
- 99.57 News Release Dated August 7, 2012
- 99.58 News Release Dated July 6, 2012
- 99.59 News Release Dated May 14, 2012
- 99.60 News Release Dated April 27, 2012
- 99.61 News Release Dated April 16, 2012
- 99.62 News Release Dated March 5, 2012
- 99.63 News Release Dated February 22, 2012
- 99.63 EX-99.63
- 99.64 News Release Dated February 17, 2012
- 99.65 News Release Dated January 23, 2012
- 99.66 News Release Dated January 5, 2012
- 99.67 News Release Dated January 3, 2012
- 99.68 News Release Dated December 1, 2011
- 99.69 News Release Dated November 18, 2011
- 99.70 News Release Dated November 10, 2011
- 99.71 News Release Dated October 21, 2011
- 99.72 News Release Dated October 3, 2011
- 99.73 News Release Dated September 29, 2011
- 99.73 EX-99.73
- 99.74 News Release Dated September 14, 2011
- 99.74 EX-99.74
- 99.75 News Release Dated July 20, 2011
- 99.76 News Release Dated June 15, 2011
- 99.77 News Release Dated May 12, 2011
- 99.77 EX-99.77
- 99.78 News Release Dated May 9, 2011
- 99.79 News Release Dated April 26, 2011
- 99.80 News Release Dated April 19, 2011
- 99.81 News Release Dated March 14, 2011
- 99.82 News Release Dated March 11, 2011
- 99.83 News Release Dated February 18, 2011
- 99.84 News Release Dated February 9, 2011
- 99.85 News Release Dated January 20, 2011
- 99.86 News Release Dated Decmeber 23, 2010
- 99.87 News Release Dated December 20, 2010
- 99.88 News Release Dated December 7, 2010
- 99.89 News Release Dated December 2, 2010
- 99.90 News Release Dated December 1, 2010
- 99.91 News Release Dated November 30, 2010
- 99.92 News Release Dated November 23, 2010
- 99.93 News Release Dated November 5, 2010
- 99.94 News Release Dated October 29, 2010
- 99.95 News Release Dated October 15, 2010
- 99.96 News Release Dated September 21, 2010
- 99.97 News Release Dated September 15, 2010
- 99.98 News Release Dated August 26, 2010
- 99.99 News Release Dated August 9, 2010
- 99.100 News Release Dated July 21, 2010
- 99.101 News Release Dated June 2, 2010
- 99.102 Ni 43-101 Technical Report for the La Arena Project, Peru
- 99.103 Ni 43-101 Technical Report for the La Arena Project, Peru
- 99.104 Business Acquisition Report for La Arena S.a.
- 99.105 Notice of Articles - Business Corporation Act (Alberta)
- 99.106 Articles of the Company
- 99.107 Code of Business Conduct and Ethics
- 99.108 Anti-bribery and Anti-corruption Policy
- 99.109 Gifts and Entertainment (Associates) Policy
- 99.110 Shareholder Rights Plan
- 99.111 Amended and Restated Gold Prepayment Agreement
- 99.112 Amended and Restated Contract for the Sale and Purchase of Gold
- 99.113 Assignment, Assumption and Novation Agreement
- 99.114 Operating Loan Agreement
- 99.115 Authorizing and Amendment Agreement
- 99.116 Consent of Kirk Mining Consultants Pty LTD
- 99.117 Consent of Enrique Garay, M SC P. Geo (Maig)
- 99.118 Consent of Christopher Edward Kaye, Be (Chem), Fausimm
- 99.119 Consent of Ian Dreyer, B App SC (Geology), Mauslmm(cp)
- 99.120 Consent of Linton Kirk, Be (Mining), Fauslmm
- 99.121 Consent of Coffey Mining Pty LTD
- 99.122 Consent of Doug Corley, B App SC (Geology), BSC (Hons), Maig
- 99.123 Consent of Chris Witt, BSC (Met), Mausimm (CP)
- 99.124 Consent of Beau Nicholls, BSC (Geology), Maig
- 99.125 Consent of Grant Thornton LLP
Exhibit 99.105
Certified Copy
CORPORATE ACCESS NUMBER: 2014760843
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMALGAMATION
RIO ALTO MINING LIMITED
IS THE RESULT OF AN AMALGAMATION FILED ON 2009/07/24.
BUSINESS CORPORATIONS ACT (SECTION 181) | FORM 9 | |||
ALBERTA REGISTRIES | ||||
ARTICLES OF AMALGAMATION | ||||
1. | NAME OF AMALGAMATION CORPORATION: | 2. | CORPORATE ACCESS | |
NO.: | ||||
RIO ALTO MINING LIMITED | ||||
3. | THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: | |||
See Attached Schedule “A”. | ||||
4. | RESTRICTIONS, IF ANY, ON SHARE TRANSFERS: | |||
None. | ||||
5. | NUMBER (OR MINIMUM AND MAXIMUM NUMBER OF DIRECTORS: | |||
Minimum of three (3); Maximum of eleven (11) | ||||
6. | RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON: | |||
None | ||||
7. | OTHER PROVISIONS, IF ANY: | |||
See Attached Schedule “B”. | ||||
8. | NAME OF AMALGAMATING CORPORATIONS | |||
CORPORATE ACCESS NO: | ||||
MEXICAN SILVER MINES LTD. | 2013130386 | |||
RIO ALTO MINING LIMITED | __________ | |||
DATE | SIGNATURE | TITLE | ||
______________________________________ | Director | |||
SCHEDULE “A”
Attached to and forming part of the Articles of Incorporation
THE CLASSES OF SHARES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE ARE:
9. | An unlimited number of Common shares, the holders of which are entitled: |
(a) | to receive notice of and to attend and vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote; | |
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(b) | to receive any dividend declared by the Corporation on this class of shares; provided that the Corporation shall be entitled to declare dividends on the Preferred shares, or on any of such classes of shares without being obliged to declare any dividends on the Common shares of the Corporation; | |
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(c) | subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive the remaining property of the Corporation upon dissolution in equal rank with the holders of all other Common shares of the Corporation; and | |
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(d) | to the rights, privileges and restrictions normally attached to common shares; |
10. | An unlimited number of Preferred shares, which as a class, have attached thereto the following rights, privileges, restrictions and conditions: |
(a) | the Preferred shares may from time to time be issued in one or more series, and the Directors may fix from time to time before such issue the number of Preferred shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred shares including, without limiting the generality of the foregoing, any voting rights, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion if any, and any sinking fund or other provisions; | |
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(b) | the Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation amongst its shareholders for the purpose of winding up its affairs, be entitled to preference over the voting and non-voting Common shares and over any other shares of the Corporation ranking by their terms junior to the Preferred shares of that series. The Preferred shares of any series may also be given such other preferences, not inconsistent with these Articles, over the Common shares and any other such Preferred shares as may be fixed in accordance with clause (2)(a); and | |
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(c) | if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate rateably in respect of accumulated dividends and return of capital. |
SCHEDULE “B”
Attached to and forming part of the Articles of Incorporation
OTHER RULES OR PROVISIONS (IF ANY):
(a) | The Directors may, between Annual General Meetings, appoint 1 or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additional Directors shall not at any time exceed 1/3 of the number of Directors who held office at the expiration of the last Annual Meeting of the Corporation. |
(b) | Meetings of shareholders of the Corporation shall be held in the City of Montreal, in the Province of Quebec, the City of Toronto, in the Province of Ontario, the Cities of Vancouver, or Victoria in the Province of British Columbia, or anywhere in Alberta that the directors determine. |