Articles of association
Articles of association
§ 1. Company
Copperstone Resources AB (publ).
§ 2. Seat
The Board shall have its registered office in Stockholm municipality in Stockholm County.
§ 3. Activities
The company undertakes base and precious metal exploration within Sweden and currently is focussing tis efforts on the Copperstone project.
Section 4. Share capital, share classes and number of issued shares.
The share capital shall be at least 20,000,000 SEK and not more than 80,000,000 SEK. The number of shares issued may be at least 200,000,000 and not more than 800,000,000. The Company's shares shall consist of two series, Series A and Series B. The share of Series A shall carry 10 votes and Series B 1 vote. A maximum of 80,000 Class A shares and 799,920,000 Class B shares may be issued.
Section 5. Board of Directors
The Board shall consist of a minimum of 3 and a maximum of 8 members
Section 6. Auditors
The company’s annual report, its accounts, as well as the structure and functioning of the is reviewed by the auditor.
§ 7. Notice
Notice of the Annual General Meeting shall be made no later than 6 weeks and no later than 4 weeks before the meeting. Notice of an Extraordinary General Meeting (where no amendment to the Articles of Association will be dealt with) must be made no later than 2 weeks before the meeting. Notice shall be made by announcement via post and the internal journal, and by keeping the notice available on the company's website. Shareholders who wish to participate in the negotiations at the Annual General Meeting shall notify the company five weekdays before the meeting andreport to the company by noon (12.00) at the latest on the date stated in the notice of the meeting. The latter day may not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not earlier than the fifth weekday before the meeting.
§ 8. Issues at the Annual General Meeting
At the Annual General Meeting the following matters shall be dealt with:
1. Election of Chairman of the Annual General Meeting.
2. Establishment and approval of voting rights.
3. Election of one or two adjudicators.
4. Determination of whether the Annual General Meeting has been convened.
5. Approval of agenda.
6. Presentation of the annual report and the audit report and the consolidated accounts and the consolidated audit reportö
7. Decision on:a) determination of income statement and balance sheet.
b) disposals of the profit or loss of the limited company in accordance with the established balance sheet.
c) discharge to the members of the Board and the CEO.
8. Determination of fees to the Board and the Auditor.
9. Elections to the Board and the Auditor.
10. Other matter, which shall be recorded at the Annual General Meeting pursuant to the Swedish Companies Act (2005: 551) or the Articles of Association.
§ 9. Financial year
The Company's fiscal year shall be from 1 January to 31 December.
§ 10 Reconciliation Reservations
The Company's shares shall be registered in a Reconciliation Register, the Single Act (1998: 1479) on the accounting of financial instruments.
§ 11 Preferential rights
If the company decides to issue new shares of series A and B through a cash issue or a series of shares, owners of Series A and Series B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares they previously own (primary preferential right).
Shares not subscribed for with primary preferential rights shall be offered to all shareholders (subsidiary preferential rights). Unless the full number of shares subscribed for by virtue of the subsidiary preferential right can be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and, insofar as this can not be done by lottery.
If the company decides to issue shares of only one share class through a cash issue or a set-off issue, all shareholders, regardless of stock classes, shall have pre-emptive rights to subscribe for new shares in proportion to the number of shares they previously own.
If the company decides to issue warrants or convertibles through a cash issue or a convertible debenture, shareholders have the right to subscribe for warrants as if the issue concerns the shares that may be subscribed for as a consequence of the option right and preferential rights to subscribe for convertibles as if the issue concerns the shares that the convertibles may incur replaced.
What has been said above should not imply any restriction on the ability to make a decision on a cash issue or a set-off issue with a deviation from shareholders' preferential rights.
In the event of an increase in the share capital through a bonus issue, new shares shall be issued by each share class in proportion to the number of shares of the same kind existing previously. In that case, old shares of a certain class of shares shall entitle new shares of the same class. What has now been said should not imply any restriction in the possibility of issuing new shares by way of a bonus issue, following the necessary amendment of the Articles of Association.
§ 12 Conversion Reservations
Shares of Series A shall, at the request of its owner, be converted into Series B shares. The request for conversion, which shall be in writing, specifying the number of shares to be converted shall be made to the Company's Board of Directors. The company shall notify the conversion without delay of registration. The conversion is executed when registration has been entered and entered in the record of reconciliation. Conversion can only be performed if space for this is within the limit of the maximum number of B shares issued as above.
Adopted at the Annual General Meeting on May 16, 2017
The Copperstone Project
Arvidsjaur Kommun, Sweden