EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
GRYPHON GOLD CORPORATION
ARTICLE I
SECTION 1.1 NAME OF CORPORATION. The name of the corporation (the
"Corporation") is GRYPHON GOLD CORPORATION
ARTICLE II
SECTION 2.1 AGENT FOR SERVICE OF PROCESS. The name of the agent for service
of process is Paracorp Incorporated, 318 N. Carson Street, Suite 208, Carson
City, NV 89701. The Corporation may maintain an office, or offices within or
without the State of Nevada as may from time to time be designated by the Board
of Directors, or by the bylaws of the Corporation, and may conduct all corporate
business of every kind and nature, including the holding of all meetings of
directors and stockholders outside the State of Nevada as well as within the
State of Nevada.
SECTION 2.2 INCORPORATOR. The name and address of the incorporator is:
Name Address
- ---- -------
Allen S. Gordon 32509 El Diente Court
Evergreen, Colorado 80439
ARTICLE III
SECTION 3.1 CORPORATE PURPOSE. The purpose or purposes for which the
Corporation is organized are:
To engage, without qualification, in any lawful act or activity for which
corporations may be organized under the laws of the State of Nevada.
ARTICLE IV
SECTION 4.1 CAPITAL STOCK. The total number of shares of stock the
Corporation is authorized to issue shall be Seventy-Five Million (75,000,000)
shares, which shall consist of the following: (i) Sixty Million (60,000,000)
shares of Common Stock, par value of $.001 per share; and (ii) Fifteen Million
(15,000,000) shares of Preferred Stock, par value of $.001 per share.
SECTION 4.2 VOTING POWER FOR HOLDERS OF COMMON STOCK. Except as otherwise
provided in these Articles of Incorporation, each holder of Common Stock shall
be entitled to one vote for each share of Common Stock held by him or her on all
matters submitted to stockholders for a vote.
SECTION 4.3 PREFERRED STOCK. Shares of Preferred Stock may be issued from
time to time in one or more classes or series as the Board of Directors, by
resolution or resolutions, may from time to time determine, each of said classes
or series to be distinctively designated. The voting powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such class
or series may differ from those of any and all other classes or series of
Preferred Stock at any time outstanding, and the Board of Directors is hereby
expressly granted authority, subject to any limitations contained in any class
or series of Preferred Stock at any time outstanding, to fix or alter, by
resolution or resolutions, the designation, number, voting powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of each such class or
series.
ARTICLE V
SECTION 5.1 DIRECTORS. The number of directors constituting the initial
Board of Directors of the Corporation is two (2). The name and address of each
person who is to serve as directors until the first annual meeting of
stockholders, or until their successors are elected and qualified, are:
Name Address
- ---- -------
Allen S. Gordon 32509 El Diente Court
Evergreen, Colorado 80439
Albert Matter Unit 43-4100 Salish Drive
Vancouver, B.C., Canada
V6N 3M2
ARTICLE VI
SECTION 6.1 PRE-EMPTIVE RIGHTS. No stockholder shall be entitled as a
matter of right to subscribe for or receive additional shares of any class of
stock of the Corporation, whether now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock, but such additional
shares of stock or other securities convertible into stock may be issued or
disposed of by the Board of Directors to such persons and on such terms as in
its discretion it shall deem advisable.
ARTICLE VII
SECTION 7.1 DIRECTORS' AND OFFICERS' LIABILITY. A director or officer of
the Corporation shall not be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except that this Article shall not eliminate or limit the liability of a
director or officer where it is proven that: (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer; and (ii)
his breach of those duties involved intentional misconduct, fraud or a knowing
violation of law. Nothing in this Article shall be construed as limiting the
protection of directors and officers of the Corporation from personal liability
as may be further provided by the Nevada Revised Statutes (the "NRS").
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ARTICLE VIII
SECTION 8.1 INDEMNITY. Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such
person. The expenses of directors and officers incurred in defending a civil or
criminal action, suit or proceeding must be paid by the Corporation as they are
incurred and in advance of the final disposition of the action suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted under the laws of the State
of Nevada, and may cause the Corporation to purchase and maintain directors and
officers insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
IN WITNESS WHEREOF, the undersigned party sets forth his hand this 22 day
of April, 2003.
By: /s/ Allen S. Gordon
------------------------------------
Name: Allen S. Gordon,
Its: Incorporator
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CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT BY RESIDENT AGENT
In the matter of GRYPHON GOLD CORPORATION, I, Paracorp Incorporated, hereby
state that on March 20, 2003 I accepted the appointment as resident agent for
the above named business entity.
The street address of the resident agent in this state is as follows:
318 N. Carson Street, Suite #208
Carson City, Nevada 89701
[Illegible] March 20, 2003
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Signature of Resident Agent Date
for Paracorp Incorporated
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