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EXHIBIT 99.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE ROTHCHILD COMPANIES, INC.
THE ROTHCHILD COMPANIES, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:
FIRST: That the present name of the Corporation is THE ROTHCHILD
COMPANIES, INC.;
SECOND: That the Corporation filed its original Certificate of
Incorporation with the Secretary of State of Delaware on February 8, 1996.
THIRD: That the Corporation filed a Certificate of Correction to its
Certificate of Incorporation with the Secretary of State of Delaware on April 8,
1996.
FOURTH: That the Certificate of Incorporation of the Corporation, as
amended and restated hereby and filed in accordance with Sections 103, 242, and
245 of the DGCL, is as follows:
1. NAME.
The name of the Corporation is FREMONT GOLD CORPORATION.
2. REGISTERED OFFICE AND REGISTERED AGENT.
The location of the registered office of the Corporation in the State
of Delaware is at 1013 Centre Road, Wilmington, New Castle County, Delaware, and
the name of the registered agent is the Corporation Service Company.
3. PURPOSE.
The nature of the business or purposes to be conducted or promoted are
to engage in any lawful act or activity for which corporations may be organized
under the DGCL.
4. AUTHORIZED CAPITAL.
The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 20,000,000 shares of Common Stock
("Common Stock") with the par value of $0.001 per share.
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a. Common Stock.
All shares of Common Stock shall be identical and will entitle
the holders thereof to the same rights and privileges. Preemptive
rights as provided for by Section 102(b)(3) of the DGCL shall not be
granted and are hereby expressly denied.
i. Voting Rights.
(1) Each registered holder of Common Stock shall
be entitled to one vote for each share of
such stock held by such holder. The right to
cumulate votes for election of directors as
provided in Section 214 of the DGCL shall
not be granted and is hereby expressly
denied.
(2) Holders of the Common Stock shall vote
together as a single class for the election
of directors of the Corporation, as provided
for in Article 5.0, and on all other matters
submitted to a vote of stockholders of the
Corporation.
(3) In addition to any other vote required by
law, except where prohibited by applicable
corporate law, any amendments to the Bylaws
of the Corporation, as they may be amended
or restated from time to time (the
"Bylaws"), shall be made in compliance
therewith.
ii. Dividends. The holders of Common Stock shall
be entitled to receive, when and if declared by the
Board of Directors, out of the assets of the
Corporation which are by law available therefor,
dividends payable either in cash, in stock or
otherwise. If any dividend or distribution is paid
on the Common Stock, such dividend or distribution
shall be paid on all shares of Common Stock in the
same amount per share and any stock split or
recapitalization of the Common Stock shall apply
equally to all shares of Common Stock.
iii. Liquidation. In the event of any voluntary
or involuntary liquidation, dissolution or winding up
of the Corporation, after payment or provision for
payment of the debts and other liabilities of the
Corporation, the holders of shares of Common Stock
shall be entitled to share ratably in the remaining
net assets of the Corporation. Neither the merger
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or consolidation of the Corporation, nor the sale,
lease or conveyance of all or part of its assets,
shall be deemed to be a liquidation, dissolution or
winding up of the Corporation, either voluntarily or
involuntarily, within the meaning of this
Article 4.1.3.
5. NUMBER AND TERM OF DIRECTORS.
The Board of Directors of the Corporation shall consist of up to
fifteen (15) members, which number may be increased or decreased from time to
time by resolution duly adopted by such Board, provided that at no time shall
there be fewer than three (3) or more than fifteen (15) members. No decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director. Any Director may be removed by the stockholders of the
Corporation with or without cause pursuant to the Bylaws and applicable law.
Each Director shall be elected in accordance with the Bylaws and shall
serve for a term of one year or until the death, resignation or removal of such
Director, and until a successor shall have been properly elected and shall
qualify.
6. MANAGEMENT.
The Corporation shall be managed by the Board of Directors, which shall
exercise all powers conferred under the laws of the State of Delaware. The power
to adopt, make, alter or repeal the Bylaws shall be vested in the Board of
Directors, as may be limited by the Bylaws.
7. VACANCIES ON THE BOARD OF DIRECTORS.
In any case any vacancy shall occur on the Board of Directors because
of death, resignation, retirement, disqualification, removal, an increase in the
authorized number of Directors or any other cause, the Board of Directors shall
have the sole and exclusive authority to, in accordance with the Bylaws, elect a
Director to fill such vacancy.
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8. SPECIAL MEETINGS OF STOCKHOLDERS.
Special meetings of the stockholders of the Corporation, for any
purpose or purposes, unless otherwise prescribed herein or by statute, may be
called by the Chairman of the Board and shall be called by the Secretary at the
written request, or by resolution adopted by the affirmative vote, of a majority
of the Board of Directors. Stockholders of the Corporation shall not be entitled
to request a special meeting of the Stockholders.
9. ACTIONS OF STOCKHOLDERS; MEETINGS AND WRITTEN CONSENT.
All action by holders of the Corporation's outstanding voting
securities shall be taken at an annual or special meeting of the stockholders
following notice as provided by law or in the Bylaws (or by written consent).
10. LIMITATION OF DIRECTOR LIABILITY; INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
a. Limitation of Liability. A person who is or was a
Director of the Corporation shall not be personally
liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
DGCL; or (iv) for any transaction from which the Director
derived an improper personal benefit. If the DGCL is
amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the
liability of the Directors of the Corporation shall be
eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. The elimination and limitation
of liability provided herein shall continue after a
Director has ceased to occupy such position as to acts or
omissions occurring during such Director's term or terms
of office, and no amendment or repeal of this
Article 10.1 shall apply to or have any effect on the
liability or alleged liability of any Director of the
Corporation for or with respect to any acts or omissions
of such Director occurring prior to such amendment or
repeal.
b. Indemnification. The Corporation shall indemnify,
to the fullest extent permitted by applicable law and
pursuant to the Bylaws, each person who is or was a
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Director or officer of the Corporation, and may indemnify each
employee and agent of the Corporation and all other persons
whom the Corporation is authorized to indemnify under the
provisions of the DGCL.
11. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.
The Corporation elects not to be governed by Section 203 of the General
Corporation Law of the State of Delaware, as the same may be amended from time
to time. This election shall be effective as of the earliest date permitted by
law.
12. ARIZONA CORPORATE TAKEOVERS ACT.
The Corporation elects not to be subject to Chapter 23, Title 10 of the
Arizona Revised Statutes, as the same may be amended from time to time. This
election shall be effective as of the earliest date permitted by law.
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IN WITNESS WHEREOF, Fremont Gold Corporation has caused this Restated
Certificate of Incorporation to be signed by Michael J. Hopley, Chief Executive
Officer, and attested by David Alexander, its Secretary, this 25th day of July,
1996.
FREMONT GOLD CORPORATION
By: /s/ Michael J. Hopley
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Michael J. Hopley
Chief Executive Officer
ATTEST:
/s/ David Alexander
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David Alexander
Secretary
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