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EXHIBIT 2.01
ARTICLES OF CONTINUANCE
YUKON BUSINESS CORPORATIONS ACT Form 3-01
JUSTICE (Section 190)
ARTICLES OF CONTINUANCE
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1. Name of Corporation:
Vista Gold Corp.
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2. The classes and any maximum number of shares that the corporation is
authorized to issue:
See Schedule 1 attached hereto.
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3. Restrictions if any on share transfers:
None.
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4. Number (or minimum or maximum number) of Directors:
Minimum 3 - Maximum 8
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5. Restrictions if any on businesses the corporation may carry on:
The Corporation is restricted from carrying on the business of a
railway, steamship, air transport, canal, telegraph, telephone or
irrigation company.
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6. If change of name effected, previous name:
Not applicable.
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7. Details of incorporation:
Amalgamated under the laws of British Columbia on November 1, 1996
under the name "Vista Gold Corp.".
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8. Other provisions if any:
See Schedule 1 attached hereto
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9. Date Signature Title
December 17, 1997 (signed) William F. Sirrett Secretary
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(STAMP)
FILED
DEC 17 1997
REGISTRAR OF CORPORATIONS
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SCHEDULE 1
to the Articles of Continuance
of
VISTA GOLD CORP.
1. The classes and any maximum number of shares that the Corporation is
authorized to issue:
an unlimited number of Common Shares; and
an unlimited number of Preferred Shares.
The Common Shares and the Preferred Shares shall have attached thereto
the special rights and restrictions attached hereto as Annexure A.
2. Other provisions, if any:
(a) Shareholder meetings may be held in Vancouver, British
Columbia or such place or places as the directors in their
absolute discretion may determine from time to time.
(b) The directors may, between annual general meetings,
appoint one 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 one third
of the number of directors who held office at the expiration
of the last annual meeting of the Corporation, and in no event
shall the total number of directors exceed the maximum number
of directors fixed pursuant to paragraph 4 of the Articles of
Continuance.
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ANNEXURE A
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING
TO THE COMMON SHARES WITHOUT PAR VALUE
The Common Shares shall have attaching thereto the following special rights and
restrictions:
1.1 The holders of the Common Shares shall be entitled to receive notice of
and to attend and vote at all meetings of the shareholders of the Corporation
and each Common Share shall confer the right to one vote in person or by proxy
at all meetings of the shareholders of the Corporation, other than meetings of
the holders of any other class of shares of the Corporation.
1.2 Subject to the rights of the holders of the Preferred Shares, the holders
of the Common Shares shall in each year, in the discretion of the Directors, be
entitled out of monies lawfully available for dividends to dividends in such
amounts as may be determined in the absolute discretion of the Directors from
time to time.
1.3 Subject to the rights of the holders of the Preferred Shares, in the
event of the liquidation, dissolution or winding-up of the Corporation whether
voluntary or involuntary, or any other distribution of the assets of the
Corporation among its shareholders for the purposes of winding up its affairs,
the remaining property and assets of the Corporation shall be distributed
rateably to the holders of the Common Shares.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING
TO THE PREFERRED SHARES
The Preferred Shares shall have attached thereto the following special rights
and restrictions:
2.1 The Preferred Shares may, upon compliance with the applicable provisions
of the Business Corporations Act (Yukon Territory) (the "Corporations Act"), be
issued at any time and from time to time in one or more series.
2.2 The Directors may, by resolution duly passed before the issuance of
Preferred Shares of any series, alter the Articles to fix the number of
Preferred Shares in, and to determine the designation of the Preferred Shares of
each series and alter the Articles to create, define and attach special rights
and restrictions to the Preferred Shares of each series, subject to the special
rights and restrictions attached to all Preferred Shares and subject to the
provisions of the Corporations Act.
2.3 The Preferred Shares shall be entitled to preference over the Common
Shares of the Corporation with respect to the payment of dividends and may also
be given such other preferences not inconsistent herewith over the Common Shares
of the Corporation as may be determined by the Directors as to the series
authorized to be issued.
2.4 In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, the holders of the
Preferred Shares shall be entitled rateably to receive the amount paid up on
such shares before any amount shall be paid or any property or assets of the
Corporation distributed to the holders of the Common Shares.
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2.5 The Preferred Shares of each series shall rank on a parity with the
Preferred Shares of every other series with respect to priority in payment of
dividends and in the distribution of assets in the event of liquidation,
dissolution or winding-up of the Corporation whether voluntary or involuntary.
2.6 So long as any Preferred Shares are outstanding, the Corporation
shall not at any time without, in addition to any approval that may then be
prescribed by applicable law, the approval of the registered holders of the
Preferred Shares given in writing by the registered holders of all the issued
and outstanding Preferred Shares or given by a resolution passed at a meeting
called and conducted in accordance with subparagraph 2.8 hereof and carried by
the affirmative vote of not less than two-thirds of the votes cast at such
meeting, create or issue any shares ranking prior to the Preferred Shares with
respect to the payment of dividends or the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or in the event of any other distribution of assets of
the Corporation among its members for the purpose of winding up its affairs.
2.7 Except as otherwise provided with respect to any particular series of
Preferred Shares and except as otherwise required by law, the registered holders
of the Preferred Shares shall not be entitled as a class to receive notice of or
to attend or to vote at any meetings of the shareholders of the Corporation.
2.8 The rights, privileges, restrictions and conditions attached to the
Preferred Shares of the Corporation may be modified, abrogated, dealt with or
affected with the sanction of either the consent in writing signed by the
holders of all of the issued Preferred Shares, or a special resolution passed at
a special meeting of the holders of Preferred Shares who are present in person
or represented by proxy. To any such special meeting, all the provisions of the
by-laws of the Corporation relating in any manner to general meetings or to the
proceedings thereat, or to the rights of shareholders at or in connection
therewith, shall mutatis mutandis apply, but so that the necessary quorum shall
be two in number of the holders of Preferred Shares collectively holding or
representing by proxy 51% of the issued Preferred Shares, and that if at any
adjourned meeting a quorum is not present those holders of Preferred Shares who
are present shall be a quorum.