Attached files
Exhibit 3.03
The undersigned, being the Secretary of North American Gold & Minerals Fund, a
Nevada corporation (the "Corporation"), does hereby certify that this
Certificate of Designations, Preferences and Rights of Series A Preferred Stock
of North American Gold & Minerals Fund was adopted by unanimous written consent
of the Board of Directors of the Corporation, pursuant to Nevada law.
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES A PREFERRED STOCK
OF
NORTH AMERICAN GOLD & MINERALS FUND.
NORTH AMERICAN GOLD & MINERALS FUND (the "Company"), a corporation
organized and existing under and by virtue of the Revised Statutes of the State
of Nevada (the "NRS"), in accordance with Section 78.1955 of the NRS, DOES
HEREBY CERTIFY that:
The Amended and Restated Articles of Incorporation of the Company provide
that the Company is authorized to issue 1,000,000,000 shares of preferred stock,
par value $0.0001 per share. The Amended and Restated Articles of Incorporation
provide, further, that the Board of Directors is authorized, to the extent
permitted by law, to provide for the issuance of the shares of preferred stock
in series, and by filing a certificate pursuant to the NRS, to establish from
time to time the number of shares to be included in each series and to fix the
designation, powers, preferences and rights and the qualifications, limitations
or restrictions thereof. Pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Articles of Incorporation, the Board of
Directors, by Unanimous Written Consent dated August12, 2010, adopted a
resolution providing for the designation, rights, powers and preferences and the
qualifications, limitations and restrictions of 52,085,000 shares of Series A
Preferred Stock, par value $0.0001 per share, and that a copy of such resolution
is as follows:
RESOLVED , that pursuant to the authority vested in the Board of Directors
of the Company, the provisions of its Amended and Restated Articles of
Incorporation, and in accordance with the NRS, the Board of Directors hereby
authorizes the filing of a Certificate of Designations, Preferences and Rights
of Series A Preferred Stock of North American Gold & Minerals Fund. Accordingly,
the Company's Series A Preferred Stock shall have the powers, preferences and
rights and the qualifications, limitations and restrictions thereof, as follows:
1. DESIGNATION AND NUMBER OF SHARES. Shares of the series shall be
designated and known as the Series A Preferred Stock of the Company. The Series
A Preferred Stock shall consist of 52,085,000 shares and have a par value of
$0.0001 per share. Shares of the Series A Preferred Stock (hereinafter referred
to as the "Series A Preferred Stock") which are retired, converted into shares
of the Company's common stock, purchased or otherwise acquired by the Company
shall be cancelled and shall revert to authorized but un-issued preferred stock,
undesignated as to series and subject to re-issuance by the Company as shares of
preferred stock of any one or more series.
2. LIQUIDATION OF THE COMPANY OR SALE OF INVESTMENT IN SHARES OF BOUSE GOLD
INC.
2.1 LIQUIDATION PREFERENCE. Upon (a) any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, or (b) any sale by
the Company of all or substantially all of its investment in shares (the "Bouse
Shares") of common stock of Bouse Gold, Inc., a Wyoming corporation ("Bouse
Gold"), the holders of the shares of Series A Preferred Stock shall be senior in
rights to the holders of the Company's common stock as to proceeds of sale
(after deduction of the costs and expenses of sale and a 5% handling fee, the
"Bouse Proceeds") of the Company's Bouse Shares and shall be entitled to be paid
a maximum amount equal to Sixteen Dollars ($16.00) per share (the " Liquidation
Preference") of the Series A Preferred Stock from said Bouse Proceeds. Such
amount payable with respect to one share of Series A Preferred Stock, as the
case may be, is sometimes referred to herein as the "Bouse Liquidation Payment"
and, with respect to all shares of Series A Preferred Stock, as the "Bouse
Liquidation Payments".
2.2 If upon (a) such liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, or (b) such sale by the Company of all or
substantially all of its investment in the Bouse Shares, the Bouse Proceeds
shall be insufficient to permit payment to the holders of Series A Preferred
Stock of the full Bouse Liquidation Payments, then the entire Bouse Proceeds
shall be distributed ratably among the Series A Holders.
2.3 Upon (a) any such liquidation, dissolution or winding up of the Company
or (b) any such sale by the Company of all or substantially all of its
investment in the Bouse Shares, after the holders of Series A Preferred Stock
shall have been paid in full any Bouse Liquidation Payment to which they shall
be entitled as set forth in subparagraph 2.1 above, the remaining net assets of
the Company or Bouse Proceeds (to the extent that the Board of Directors
declares a dividend), as the case may be, shall be distributed to the holders of
common stock in proportion to the shares of common stock then held by them.
3. BOUSE DIVIDEND PREFERENCE. To the extent that any dividends are declared
by the Board of Directors of the Company from current earnings of the Company
that are attributable to any dividends paid to the Company by Bouse Gold ("Bouse
Dividends") or Bouse Proceeds (after deduction of a 5% handling fee), shares of
Series A Preferred Stock shall be entitled to receive dividends at a fixed
annual rate of Three Percent (3%) of the Liquidation Preference,, payable solely
from said Bouse Dividends or Bouse Proceeds, before any Bouse Dividends are paid
by the Company on its common shares. Such dividends payable to the holders of
the Series A Preferred Stock shall not be cumulative. So long as any shares of
Series A Preferred Stock are outstanding, no dividend (other than a dividend in
common stock or in any other shares ranking junior to the Series A Preferred
Stock ) shall be declared or paid in any year from Bouse Dividends or Bouse
Proceeds (other than from said 5% handling fee) unless, in each case, the full
dividend for said year on all outstanding shares of Series A Preferred Stock
shall have been or contemporaneously are declared and paid from the Bouse
Dividends or Bouse Proceeds.
4. NO VOTING RIGHTS. Except as may be required by law and as is provided in
this Certificate, no holder of outstanding shares of Series A Preferred Stock
shall be entitled to vote their shares of Series A Preferred Stock.
5. REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable prior to December 31, 2010. On and after January 1, 2011, the
Company, at its option, may redeem shares of Series A Preferred Stock, as a
whole or in part, for cash, at any time or from time to time, at a redemption
price of Sixteen Dollars ( $16.00) per share plus, in each case, any declared
and unpaid dividends thereon to the date fixed for redemption. In the event that
fewer than all of the outstanding shares of Series A Preferred Stock are to be
redeemed, the number of shares to be redeemed shall be determined by the Board
of Directors and the shares to be redeemed shall be determined by lot or pro
rata as may be determined by the Board of Directors or by any other method as
may be determined by the Board of Directors in its discretion to be equitable.
In the event the Company shall redeem shares of the Series A Preferred Stock,
notice of such redemption shall be given by first class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the redemption date, to
each holder of record of the shares to be redeemed, at such holder's address as
appears on the stock records of the Company, or by publishing notice thereof in
a newspaper of general circulation in Clark County, Nevada. If the Company
elects to provide such notice by publication, it shall also promptly mail notice
of such redemption to each holder of the shares of Series A Preferred Stock to
be redeemed. Each such mailed or published notice shall state: (a) the
redemption date; (b) the number of shares of Series A Preferred Stock to be
redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (c) the
redemption price; (d) the place or places where certificates for such shares are
to be surrendered for payment of the redemption price; and (e) that dividends on
the shares to be redeemed will cease to accrue on such redemption date. No
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defect in the notice of redemption or in the mailing thereof shall affect the
validity of the redemption proceedings, and the failure to give notice to any
holder of shares of the Series A Preferred Stock to be so redeemed shall not
affect the validity of the notice given to the other holders of shares of the
Series A Preferred Stock to be redeemed. Notice having been mailed or published
as aforesaid, then, notwithstanding that the certificates evidencing the shares
of the Series A Preferred Stock shall not have been surrendered, from and after
the redemption date (unless default shall be made by the Company in providing
money for the payment of the redemption price) dividends on the shares of the
Series A Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Company (except the right to receive from
the Company the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors shall so require and the notice
shall so state), such shares shall be redeemed by the Company at the redemption
price aforesaid. In case fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof. Any shares of the Series A
Preferred Stock that shall at any time have been redeemed shall, after such
redemption, in the discretion of the Board of Directors of the Company, be (x)
held in treasury or (y) resume the status of authorized but unissued shares of
preferred stock, without designation as to series, until such shares are once
more designated as part of a particular series by the Board of Directors.
6. AMENDMENTS. No provision of these terms of the Series A Preferred Stock
may be amended, modified or waived as to such Series without the written consent
or affirmative vote of the holders of at least fifty-one percent (51%) of the
then outstanding shares of Series A Preferred Stock.
IN WITNESS WHEREOF, North American Gold & Minerals Fund has caused this
Certificate to be signed by Ronald Y. Lowenthal, its President and CEO, this
11th day of August, 2010.
/s/ Ronald Y. Lowenthal
--------------------------------------
Ronald Y. Lowenthal
President & CEO
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