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i say take no prisoners we wont.
reinstate reinstate reinstate!!!!
http://www.nagoldfund.com/ Hey the logo in the ihub intro is finally working did sombody fix it or what? Maybe its my computer anyway its visable.
GOLD in ground or not worth the time ; this is just a thought but do u think the company may be waiting for some clarity on future tax imp[lications of this deal? I mean it is a unresolved issue aaaaaa probly not on radar just sayin.
i think one of the prerequisits to be a billionare is excentricty ,indiferant best feeling i can identify as to our common position.
file reinstate with sec state
I got a ridle for longs and whomever;
So ok if Bouse INC holds all(100%) the gold claims and South Copperstone INC as well and western diversified made the deal for ffgo 23% bouse gold and some more for south copperstone and got paid with prefered into western wich is owned wholly by ffgo also bouse inc was under a uk ltd and changed to inc as well as south copperstone did western change the name? of bouse ltd to bouse inc so dont they western control bouse inc wich owns all the claims so irrevocable consent was made from bouse inc or western diversified RIDDLE ME THAT lol
u missed this to; South Copperstone, Inc.
heres a hint do these meaning bouse too sit above or bellow western diversified lol GOOD LUCK my work is done.
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7385235
LINK TO CLAIMS AND CONTRACTS FFGO GOLD LOL
all these claims are attached to contract in ffgo 8k id call these assets GOLD.. look it up and they originat with bauman ..stilll unavailable so well im right again very real gold asset tuked away with multiple walls,, ffgo common owner unpaRtitioned of the whole YUP
Exhibit A
South Copperstone Gold Project
Moon Mountain (Copperstone) Mining District
La Paz County, Arizona
Apprx
Claim AMC# Recording Info Township/Range/Section Date Located Acreage
S. Copperstone #1 AMC368409 Fee2005-06737 T6N
R20W
Sec 27 9/10/2005 20 20
S. Copperstone #2 AMC400073 Fee2010-02343 T6N
R20W
Sec 27 4/17/2010 20
S. Copperstone #3 AMC400074 Fee2010-02344 T6N
R20W
Sec 27 4/17/2010 20
S. Copperstone #4 AMC400075 Fee2010-02345 T6N
R20W
Sec 27, 28, 4/17/2010 20
S. Copperstone #5 AMC400076 Fee2010-02346 T6N
R20W
Sec 27, 28, 4/17/2010 20
33, 34
S. Copperstone #6 AMC400077 Fee2010-02347 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #7 AMC400078 Fee2010-02348 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #8 AMC400079 Fee2010-02349 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #9 AMC400080 Fee2010-02350 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #10 AMC400081 Fee2010-02351 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #11 AMC400082 Fee2010-02352 T6N
R20W
Sec 33 4/17/2010 20
S. Copperstone #12 AMC400083 Fee2010-02353 T6N
R20W
Sec 33 4/17/2010 20
S. Copperstone #13 AMC400084 Fee2010-02354 T6N
R20W
Sec 26, 27 4/17/2010 20
S. Copperstone #14 AMC400085 Fee2010-02355 T6N
R20W
Sec 27 4/17/2010 20
S. Copperstone #15 AMC400086 Fee2010-02356 T6N
R20W
Sec 27, 34 4/17/2010 20
S. Copperstone #16 AMC400087 Fee2010-02357 T6N
R20W
Sec 27, 34 4/17/2010 20
S. Copperstone #17 AMC400088 Fee2010-02358 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #18 AMC400089 Fee2010-02359 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #19 AMC400090 Fee2010-02360 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #20 AMC400091 Fee2010-02361 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #21 AMC400092 Fee2010-02362 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #22 AMC400093 Fee2010-02363 T6N
R20W
Sec 34 4/17/2010 20
S. Copperstone #23 AMC400094 Fee2010-02364 T6N
R20W
Sec 33, 34 4/17/2010 20
S. Copperstone #24 AMC400095 Fee2010-02365 T6N
R20W
Sec 33, 34 4/17/2010 20
here some more
Exhibit A
Bouse Gold Project
Northern Plomosa Mining District
La Paz County, Arizona
Original Claim Block
10
Approx
Claim AMC# Recording Info Township/Range/Section Date Located Acreage
Little Butte #1 AMC362656 Fee2004-04670 T7N R17W Secs 5,6,7,8 9/3/2004 20
Little Butte #2 AMC362657 Fee2004-04671 T7N R17W Secs 6,7,8 9/3/2004 20
Little Butte #3 AMC362658 Fee2004-04672 T7N R17W Secs 7, 8 9/3/2004 20
Little Butte #4 AMC362659 Fee2004-04673 T7N R17W Secs 5, 6, 8 9/3/2004 20
Little Butte #5 AMC362660 Fee2004-04674 T7N R17W Secs 6, 7 9/3/2004 20
Amended 9/18/2009 Fee2009-
04303
Little Butte #6 AMC398624 Fee2009-04304 T7N R17W Sec 7 9/18/2009 20
Little Butte #7 AMC398625 Fee2009-04305 T7N R17W Sec 7 9/18/2009 20
Arrastre #1 AMC398295 Fee2009-04294 T7N R17W Secs 7, 8 9/5/2009 20
Arrastre #2 AMC398296 Fee2009-04295 T7N R17W Secs 7, 8 9/5/2009 20
Arrastre #3 AMC398297 Fee2009-04296 T7N R17W Sec 7 9/5/2009 20
Airstrip #1 AMC398293 Fee2009-04292 T7N R17W Sec 8 9/5/2009 20
Airstrip #2 AMC398294 Fee2009-04293 T7N R17W Sec 8 9/5/2009 20
Flat Fault #1 AMC398298 Fee2009-04297 T7N R17W Sec 7 9/5/2009 20
Flat Fault #2 AMC398299 Fee2009-04298 T7N R17W Sec 7 9/5/2009 20
Flat Fault #3 AMC398300 Fee2009-04299 T7N R17W Sec 7 9/5/2009 20
Flat Fault #4 AMC398301 Fee2009-04300 T7N R17W Sec 7 9/5/2009 20
Flat Fault #5 AMC398626 Fee2009-04301 T7N R17W Sec 7 9/18/2009 20
Flat Fault #6 AMC398627 Fee2009-04302 T7N R17W Sec 7 9/18/2009 20
Western Diversified Mining Resources, Inc. is wholly owned by Fortress Financial Group, Inc. and it holds the Company’s interests in both the “Bouse” and the “South Copperstone” Gold Properties.
Bouse Project
Northern Plomosa Mining District
La Paz County, Arizona
Original Claim Block
Approx
Claim AMC# Recording Info Township/Range/Section Date Located Acreage
----- ---- -------------- ---------------------- ------------ -------
<S> <C> <C> <C> <C> <C>
LBA#1 AMC357050 Fee#2002-06015 T7N R17W Sec 7, 8 12/11/2002 160
Amended Fee#2004-00743 1/31/2004
LBA#2 AMC357051 Fee#2002-06016 T7N R17W Sec 7 12/11/2002 157.2
LBA#3 AMC357052 Fee#2002-06067 T7N R17W Sec 7 12/15/2002 149.6
Amended Fee#2004-00744 1/31/2004
LBA#4 AMC357053 Fee#2002-06068 T7N R18W Sec 12 12/15/2002 154
Amended Fee#2004-00745 1/31/2004
LBA#5 AMC357195 Fee#2003-0016 T7N R18W Sec 12, 13 12/29/2002 159.8
Amended Fee#2004-00746 1/31/2004
LBA#6 AMC357196 Fee#2003-0017 T7N R18W Sec 12 12/29/2002 160
LBA#7 AMC357197 Fee#2003-0018 T7N R18W Sec 12 12/29/2002 156.2
LBA#8 AMC360589 Fee#2004-00224 T7N R17W Sec 5, 6 1/1/2004 160
LBA#9 AMC360590 Fee#2004-00509 T7N R17W Sec 7, 8 1/24/2004 160
LBA#10 AMC360591 Fee#2004-00510 T7N R17W Sec 8 1/24/2004 160
LBA#11 AMC360592 Fee#2004-00511 T7N R17W Secs 8, 17, 18 1/24/2004 160
LBA#12 AMC360593 Fee#2004-00512 T7N R17W Secs 7, 18 1/24/2004 160
Lode Claims located September 2004
Approx
Claim AMC# Recording Info Township/Range/Section Date Located Acreage
----- ---- -------------- ---------------------- ------------ -------
Little Butte #1 AMC362656 Fee2004-04670 T7N R17W Secs 5,6,7,8 9/3/2004 20
Little Butte #2 AMC362657 Fee2004-04671 T7N R17W Secs 6,7,8 9/3/2004 20
Little Butte #3 AMC362658 Fee2004-04672 T7N R17W Secs 7, 8 9/3/2004 20
Little Butte #4 AMC362659 Fee2004-04673 T7N R17W Secs 5, 6, 8 9/3/2004 20
Little Butte #5 AMC362660 Fee2004-04674 T7N R17W Secs 6, 7 9/3/2004 20
Arrastre #1 AMC362661 Fee2994-04675 T7N R17W Secs 7, 8 9/3/2004 20
Arrastre #2 AMC362662 Fee2004-04676 T7N R17W Secs 7, 8 9/3/2004 20
Arrastre #3 AMC362663 Fee2004-04677 T7N R17W Sec 7 9/3/2004 20
Airstrip #1 AMC362664 Fee2004-04678 T7N R17W Sec 8 9/3/2004 20
Airstrip #2 AMC362665 Fee2004-04679 T7N R17W Sec 8 9/3/2004 20
Flat Fault #1 AMC362666 Fee2004-04680 T7N R17W Sec 7 9/3/2004 20
Flat Fault #2 AMC362667 Fee2004-04681 T7N R17W Sec 7 9/3/2004 20
Flat Fault #3 AMC362668 Fee2004-04682 T7N R17W Sec 7 9/3/2004 20
Flat Fault #4 AMC362669 Fee2004-04683 T7N R17W Sec 7 9/3/2004 20
some of newer ones.......
These are the Bouse Claims
5 SW AMC362656 LODE LITTLE BUTTE #1 SEARCHLIGHT EXPL LLC AMC362656 200404670 9/3/2004 2010
5 SW AMC362659 LODE LITTLE BUTTE #4 SEARCHLIGHT EXPL LLC AMC362656 200404673 9/3/2004 2010
6 SE AMC362656 LODE LITTLE BUTTE #1 SEARCHLIGHT EXPL LLC AMC362656 200404670 9/3/2004 2010
6 SE AMC362657 LODE LITTLE BUTTE #2 SEARCHLIGHT EXPL LLC AMC362656 200404671 9/3/2004 2010
6 SE AMC362659 LODE LITTLE BUTTE #4 SEARCHLIGHT EXPL LLC AMC362656 200404673 9/3/2004 2010
6 SE AMC362660 LODE LITTLE BUTTE #5 SEARCHLIGHT EXPL LLC AMC362656 200404674 9/3/2004 2010
7 NE AMC362656 LODE LITTLE BUTTE #1 SEARCHLIGHT EXPL LLC AMC362656 200404670 9/3/2004 2010
7 NE AMC362657 LODE LITTLE BUTTE #2 SEARCHLIGHT EXPL LLC AMC362656 200404671 9/3/2004 2010
7 NE AMC362658 LODE LITTLE BUTTE #3 SEARCHLIGHT EXPL LLC AMC362656 200404672 9/3/2004 2010
7 NE AMC362660 LODE LITTLE BUTTE #5 SEARCHLIGHT EXPL LLC AMC362656 200404674 9/3/2004 2010
8 NW AMC362656 LODE LITTLE BUTTE #1 SEARCHLIGHT EXPL LLC AMC362656 200404670 9/3/2004 2010
8 NW AMC362657 LODE LITTLE BUTTE #2 SEARCHLIGHT EXPL LLC AMC362656 200404671 9/3/2004 2010
8 NW AMC362658 LODE LITTLE BUTTE #3 SEARCHLIGHT EXPL LLC AMC362656 200404672 9/3/2004 2010
8 NW AMC362659 LODE LITTLE BUTTE #4 SEARCHLIGHT EXPL LLC AMC362656 200404673 9/3/2004 2010
*Fortress Financial Group, Inc. holds its interests through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc.
look the asset working interest is being handled by nmgl now what do u not get or im guessing yull fall back on hagling about the asset but to late its clear as day GOLD.
the only way yaul can get ownership rights is if owners of ffgo commons give/abandon/wright-off it to ya and i aint giving ya mine and i say ownership "rights" because we all know those iou's are real
maybe you could steal mine and get away with it but LOWENTHALS AND LUMBS interests not
the contract for the gold leases is with western diversified as well as western holds the NMGL preferds A andB wich are also partitioned from ffgo liability lol but what do i know im just one of thousands of little ol owners of ffgo commons ,fire away legaly ya cant touch us ha!
thats why i point this out because u missed it as well;
Texan77
Friday, September 28, 2012 9:54:25 PM
Re: RoadLessTraveled post# 206035
Post # of 206054
then ya missed this fact; For the purposes of liability, taxation and regulation, subsidiaries are distinct legal entities.
wholly owned subsidiary
ah ha so u see its key is it not ha tisk tisk
new hint;Additionally, stockholder approval is not required in the formation of a subsidiary as it would be in the event of a merger.
try and think more than one move ahead that should help.
then ya missed this fact; For the purposes of liability, taxation and regulation, subsidiaries are distinct legal entities.
Heres the thing at a fixed price and a ever increasing value buyers are inevitable. time is on our side or is the price not fixed lol
shorting gold with QE to infinity lololol! gotya
and this:
How are the holders of the NMGL Preferred Series “A” and Series “B” shares protected from an NMGL Bankruptcy?
The designations, preferences and rights that exist in the NMGL Preferred Series “A” and Series “B” shares protect the holders of those instruments in the event of a bankruptcy of NMGL as both Bouse Gold, Inc. and South Copperstone, Inc. are held by NMGL for the benefit of those holders of the NMGL Preferred Series “A” and the Series “B” shares. The Preferred stockholders get first rights over these assets in the event of a bankruptcy and enjoy privileges in respect of Bouse Gold, Inc. and South Copperstone, Inc. That is not a privilege extended to the holders of NMGL shares of common stock.
WE AR INSULATED SEE LOL
read this again;
Does Fortress hold any other assets of whatsoever nature?
No, it does not. Its sole assets were its shares of Bouse Gold, Inc. and South Copperstone, Inc. common stock; now disposed of to NMGL. These shares were held by Western Diversified Mining resources, Inc. (“Western”), a wholly owned subsidiary company of Fortress.
Western (and Fortress) now only hold the NMGL Preferred Series “A” and Series “B” shares. These will be distributed in full as a dividend to stockholders on the Record Date in due course. Certain of these NMGL Preferred Series “A” and Series “B” shares owned by Western/Fortress will be transferred at face value to Sloane Investments, Inc. to settle all debt owed by Fortress/Western to Sloane Investments, Inc.
nmgl got some money for sumptin sumtin
hmmmmmmm why pay debt at par value lol
ITEM 8.01 OTHER EVENTS
On August 12, 2010 the Company entered into an agreement with Western Diversified Mining Resources, Inc. ("Western") pursuant to which the Company agreed to acquire Western's 23.22% shareholding in Bouse Gold, Inc. and Western's 46.84% shareholding in South Copperstone, Inc. for 12,096,115 shares of the Company's Series A Preferred Stock and 29,334,212 shares of the Company's Series B Preferred Stock (the "Western Transaction"). Mr. Ronald Yadin Lowenthal is the Company's President and its sole director.
Mr. Lowenthal is also the CEO and sole director of Sloane Investments, Inc. ("Sloane"). Sloane is the largest stockholder of Western's corporate parent, owning 17,645,966,686 shares (23.59%) of its common stock. In addition, as of August 12, 2010, Western's corporate parent was indebted to Sloane in the amount of US$1,265,524.89 plus interest pursuant to certain Loan Notes and in the amount of no more than US$200,000 plus interest pursuant to an unsecured line of credit extended by Sloane to Western's corporate parent.
Assuming (a) that the Western Transaction is consummated, (b) that the consideration received by Western is distributed to its corporate parent and (c) that the corporate parent further distributes the consideration to its common stockholders, Sloane would receive no less than 2,853,080 shares of the Company's Series A Preferred Stock and no less than 6,918,987 shares of the Company's Series B Preferred Stock.
nice call much more to go short-2.77% up 2.29
Coeur Dalene Mines Corporation
$ 22.10
CDE
0.32
Daily Short Sale Volume - NEW
view
Short Interest (Shares Short)
5,574,800
Days To Cover (Short Interest Ratio)
4.3
Short Percent of Float
view
Naked Short Selling List - NEW
view
Short Interest - Prior
5,733,900
Short % Increase / Decrease
-2.77
Short Squeeze Ranking™
view
Do you see cash befor preferreds or after prefferreds distributed?
hmmmmmmmmmmm cash
paunch13 Member Profile paunch13
Tuesday, July 31, 2012 1:03:49 PM
Re: None
Post # of 203913
I just got off the phone with Scottrade asking whether the FFGO shares that I bought through Scottrade were real or counterfit and she said that since they were bought through scottrade they should be real but there is no way of proving that . She did know that the divis were a cash deal and said as soon as all of this is cleared up they would be able to give out the divis and that the money would go directly into our accounts. Again, she said that there is no way of proving that the shares in my account are real but they should be
John
same story here;
ALLOCATED GOLD ACCOUNTS
The sequence of financial scandals must be noted. It is difficult to discern exactly the forces behind the sequence of cases, but the chain of dominos on effects is intense and blatant. This chain will continue until a systemic collapse is visible to expert and commoner alike. The LIBOR scandal is the latest link in the chain. The corruption channel is full. The exposure is glaring. The fan to distribute shame is revved up. The scandal is widening. The pressure is mounting. The bankers have never been on the defensive this much for alleged corruption, accused corruption, and admitted corruption. Their most vulnerable points are under attack. Big damage is done in recent months. Event #1 was MFGlobal. Event #2 was JPMorgue losses tied to IRSwaps. Event #3 is LIBOR price rigging. They are all related, from vast insolvency and illiquidity that built over three years time. Other events will come, only later to discern their connection to the sequence. My firm belief is for event #6 to be Gold Allocated Account raid scandal. The bankers have improperly accessed at least 20 thousand tons of allocated gold, replacing them with gold certificates without permission or knowledge of by the account holder. The volume of raids could be as much as 40 thousand tons. My gold trader source is adamant about the level of raids, and expects a scandal to shake the Western world banking system to the core, resulting in massive prosecution. This deadly chain all began with Lehman Brothers, whose killjob involved a pure skate on the deeply corrupt and mischievous activity that should have resulted in a gigantic scandal in 2009 and 2010. Yet US regulators ignored the produced criminal fraud evidence, and the clock moves on. In truth, event #0 was the TARP Fund and the $700 billion gift never fully scrutinized or prosecuted for its fiduciary violations and extortion angles.
WHEN THE ALLOCATED GOLD SCANDAL HITS, THE GOLD PRICE WILL RISE TO MULTIPLES OF THE CURRENT PRICE. IT WILL BREAK RANKS FROM THE PAPER CLUTCHES AND PHONY PRICE DISCOVERY METHODS. THE GOLD PRICE WILL EASE PAST THE $5000 PER OUNCE MARK, AND TAKE SILVER ON A GREAT UPWARD RIDE. YOU SEE: THE BANKERS WILL HAVE TO REPLACE THE GOLD BY OPEN MARKET PURCHASES AS RESTITUTION!!
http://www.marketoracle.co.uk/Article35567.html
interesting the light is getting brighter lol;
puppydotcom Member Profile puppydotcom Member Level
Share
Thursday, May 24, 2012 8:09:37 PM
Re: SevenTenEleven post# 7500
Post # of 7808
does not matter, can't file form 15 unless they are current ..and they have 35 share holders according to the filing ..
that's less than 300 ..
.. so they can not have over 10 million in assets
clearly they do not have any FFGO mining assets
there is no out!
it is either a total going out of business filing or if it gets approved .. it clears up all the hype about owning WD assets
lets wait for the outcome and see where it ends up ..
this is no advantage for FFGO share holders in any way!
when I said NMGL will never file current fillings I was 100% right on ..
well they may have some choice depending on cash or share divi but it will only ,well until the meats in my fridge id rather not say.
we will have our way with them lol
happy that nmgl jv with gncc
western, of course is subsidiary of ffgo
i think new jersey is the only place that can spawn this kind of denial
LEGAL divi yes thats the truth.
redundent and WRONG.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On August 12, 2010, the Company's Board of Directors approved a Certificate of
Designations, Preferences and Rights of Series A Preferred Stock for 52,085,000
shares of Series A Preferred Stock and a Certificate of Designation, Rights and
Preferences of Series B Preferred Stock for 62,630,000 shares of Series B Common
Stock. Both of the Certifications have been filed by the Company with the Nevada
Secretary of State.
The Company's Series A Preferred Stock has liquidation and dividend preferences
that apply to future distributions from Bouse Gold Inc., a Wyoming corporation
("Bouse Gold"); the Series B Preferred Stock has liquidation and dividend
preferences that apply to future distributions from South Copperstone Inc., a
Wyoming corporation ("South Copperstone"). The liquidation preference of the
preferred stock is $16.00 per share for the Series A Preferred Stock and $2.20
per share for the Series B Preferred Stock. The annual non-cumulative dividend
preference for both Series A and Series B Preferred Stock is 3% of the
respective liquidation preference. Both the Series A and Series B Preferred
Stock may be redeemed by the Company at any time after January 1, 2011 at a cash
redemption price equal to the liquidation preference.
ITEM 9.01 EXHIBITS
3.03 Certificate of Designations, Preferences and Rights of Series A
Preferred Stock dated August 12, 2010
3.04 Certificate of Designations, Preferences and Rights of Series B
Preferred Stock dated August 12, 2010
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTH AMERICAN GOLD & MINERALS FUND
/s/ Ronald Yadin Lowenthal
- -----------------------------------
Ronald Yadin Lowenthal
President and Director
August 12, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.03
<SEQUENCE>2
<FILENAME>ex3-03.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS SERIES A
<TEXT>
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
<PAGE>
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
2
<PAGE>
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
3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.04
<SEQUENCE>3
<FILENAME>ex3-04.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS SERIES B
<TEXT>
Exhibit 3.04
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 B 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 B 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 August 12, 2010, adopted a
resolution providing for the designation, rights, powers and preferences and the
qualifications, limitations and restrictions of 62,630,000 shares of Series B
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 B Preferred Stock of North American Gold & Minerals Fund. Accordingly,
the Company's Series B 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 B Preferred Stock of the Company. The Series
B Preferred Stock shall consist of 62,630,000 shares and have a par value of
$0.0001 per share. Shares of the Series B Preferred Stock (hereinafter referred
to as the "Series B 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 SOUTH
COPPERSTONE 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 "South
Copperstone Shares") of common stock of South Copperstone Inc., a Wyoming
corporation ("South Copperstone"), the holders of the shares of Series B
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 "South Copperstone Proceeds") of the Company's South
Copperstone Shares and shall be entitled to be paid a maximum amount equal to
<PAGE>
Two Dollars and Twenty Cents ($2.20) per share (the "Liquidation Preference") of
the Series B Preferred Stock from said South Copperstone Proceeds. Such amount
payable with respect to one share of Series B Preferred Stock, as the case may
be, is sometimes referred to herein as the "South Copperstone Liquidation
Payment" and, with respect to all shares of Series B Preferred Stock, as the
"South Copperstone 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 South Copperstone Shares, the South
Copperstone Proceeds shall be insufficient to permit payment to the holders of
Series B Preferred Stock of the full South Copperstone Liquidation Payments,
then the entire South Copperstone Proceeds shall be distributed ratably among
the Series B 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 South Copperstone Shares, after the holders of Series B
Preferred Stock shall have been paid in full any South Copperstone Liquidation
Payment to which they shall be entitled as set forth in subparagraph 2.1 above,
the remaining net assets of the Company or South Copperstone 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. SOUTH COPPERSTONE 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 South
Copperstone ("South Copperstone Dividends") or South Copperstone Proceeds (after
deduction of a 5% handling fee), shares of Series B 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 South Copperstone
Dividends or South Copperstone Proceeds, before any South Copperstone Dividends
are paid by the Company on its common shares. Such dividends payable to the
holders of the Series B Preferred Stock shall not be cumulative. So long as any
shares of Series B Preferred Stock are outstanding, no dividend (other than a
dividend in common stock or in any other shares ranking junior to the Series B
Preferred Stock ) shall be declared or paid in any year from South Copperstone
Dividends or South Copperstone Proceeds (other than from said 5% handling fee)
unless, in each case, the full dividend for said year on all outstanding shares
of Series B Preferred Stock shall have been or contemporaneously are declared
and paid from the South Copperstone Dividends or South Copperstone 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 B Preferred Stock
shall be entitled to vote their shares of Series B Preferred Stock.
5. REDEMPTION. The shares of Series B 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 B Preferred Stock, as a
whole or in part, for cash, at any time or from time to time, at a redemption
price of Two Dollars and Twenty Cents ($2.20) 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 B 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 B
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 B Preferred Stock to be redeemed. Each such mailed or published notice
shall state: (a) the redemption date; (b) the number of shares of Series B
Preferred Stock to be redeemed and, if fewer than all the shares held by such
2
<PAGE>
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 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 B Preferred Stock to be so redeemed
shall not affect the validity of the notice given to the other holders of shares
of the Series B Preferred Stock to be redeemed. Notice having been mailed or
published as aforesaid, then, notwithstanding that the certificates evidencing
the shares of the Series B 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 B 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 B 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 B 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 B 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
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.
http://www.sec.gov/Archives/edgar/data/1393283/000116552710000560/0001165527-10-000560.txt
ITEM 9.01 EXHIBITS
3.03 Certificate of Designations, Preferences and Rights of Series A
Preferred Stock dated August 12, 2010
3.04 Certificate of Designations, Preferences and Rights of Series B
Preferred Stock dated August 12, 2010
WD!lookoutExhibit 10.01 lol ya irelivant thats good lol!lookMUSHROOMCLOUD what oh look out
Exhibit 10.01
STOCK PURCHASE AGREEMENT
Dated August 12, 2010
by and between
NORTH AMERICAN GOLD AND MINERALS FUND
and
WESTERN DIVERSIFIED MINING RESOURCES, INC.
THIS STOCK PURCHASE AGREEMENT ("Agreement") dated August 11, 2010 is made
and entered into by and between NORTH AMERICAN GOLD & MINERALS FUND, a Nevada
corporation with its principal office located at 848 N. Rainbow Blvd, #3003, Las
Vegas, NV 89107 ("Purchaser") and WESTERN DIVERSIFIED MINING RESOURCES, INC., a
Wyoming corporation with its principal office located at 2780 S. Jones Boulevard
#3532, Las Vegas, NV ("Western" or "Seller.
WHEREAS, Western is the owner of 510,923,545 shares of common stock of
Bouse Gold, Inc., representing 23.22% of the issued and outstanding shares of
this company (the "Bouse Shares") and 1,030,421,001 shares of common stock of
South Copperstone, Inc., representing 46.84% of the issued and outstanding
shares of this company (the "South Copperstone Shares") (the "Bouse Shares" and
the "South Copperstone Shares" being sometimes hereafter referred to as the
"Shares"); and
WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and
Purchaser desires to purchase and acquire from Seller, all of the Shares on the
terms set forth herein.
NOW, THEREFORE, in consideration
of the mutual covenants and promises set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
SALE OF SHARES AND CLOSING DATE
1.01 Shares. Subject to the terms and conditions hereinafter set forth,
Purchaser hereby agrees to purchase the Shares from Seller for the Purchase
Price (as defined below) and Seller agrees to sell the Shares to Purchaser for
the Purchase Price.
1.02 Purchase Price. (a) The purchase price for the Bouse Shares shall be
12,096,115 shares of Purchaser's Class A Preferred Stock, valued at $16.00 per
share (the liquidation preference), having the terms and conditions set forth in
Exhibit A hereto (the "Class A Shares"). This equates to US$193,537,839 or
US$0.3788 per share of common stock of Bouse Gold, Inc. The purchase price for
the South Copperstone Shares shall be 29,334,212 shares of Purchaser's Class B
Preferred Stock, valued at $2,20 per share (the liquidation preference) and
having the terms and conditions set forth in Exhibit B hereto share (the "Class
B Shares"). This equates to US$64,535,268 or US$0.06263 per share of common
stock of South Copperstone, Inc. (The "Class A Shares" and the "Class B Shares"
are sometimes referred to herein as the "Preferred Shares"). The Preferred
Shares will be delivered by Purchaser, and the Shares will be delivered by
Seller, at the Closing (as that term is defined in paragraph 1.03). The price
per Share set forth in this Section 1.02, which is a combined transaction value
of $258,073,107 or $0.003449 per share of common stock of Western's corporate
parent, is final and shall not be subject to adjustment based on future changes
in the price of gold.
(b) In addition, Purchaser will assume the loan accounts owed by Bouse Gold,
Inc. and by South Copperstone, Inc. as of the date of Closing.
1.03 Closing. The closing of the transaction contemplated herein
("Closing") shall take place on August 17, 2010 in the City of Las Vegas, or at
such other place as Purchaser and Seller mutually agree at the Closing. At
Closing, the following shall be delivered (the "Closing Documents"):
(a) Purchaser shall deliver to Seller:
(i) Stock Certificates representing the Preferred Shares pursuant to
Section 1.02(a) of this Agreement;
(ii) An instrument of assumption acceptable of loan account and loan
notes pursuant to Section 1.02(b): and
(iii)A secretary's certificate (or equivalent) certifying the
resolutions of the board of directors of Purchaser which, among
other things: (a) approve the execution and delivery of this
Agreement and the carrying out of the transactions contemplated
hereby; and (b) approve the purchase of the Shares.
2
(b) Seller shall itself deliver to Purchaser (or cause Western to
deliver):
(i) Stock Certificate(s) representing the Shares together with stock
powers thereafter duly endorsed as directed by Purchaser;
(ii) A secretary's certificate (or equivalent) certifying the
resolutions of the board of directors of Seller which, among
other things: (a) approve the execution and delivery of this
Agreement and the carrying out of the transactions contemplated
hereby; and (b) approve the purchase of the Shares; and
(iii)An instrument reasonably acceptable to Purchaser pursuant to
which Searchlight Exploration, LLC agrees to the reduction of its
Net Profits Interest in both the Bouse and South Copperstone
Properties from 25% to 5%.
1.05 Further Assurances; Post-Closing Cooperation.
(a) Subject to the terms and conditions of this Agreement, at any time
or from time to time after the Closing, at Purchaser's request and without
further consideration, Seller shall execute and deliver to Purchaser within ten
(10) days following such request, as the case may be, such other instruments of
sale, transfer, conveyance, assignment and confirmation, provide such materials
and information and take such other actions as Purchaser may reasonably deem
necessary or desirable in order more effectively to transfer, convey and assign
to Purchaser, and to confirm Purchaser's title to, the Shares and otherwise to
cause Seller to fulfill its obligations under this Agreement.
(b) Following the Closing, each party will afford the other party, its
counsel and its accountants, during normal business hours, reasonable access to
the books, records and other data relating to its business in its possession
with respect to periods prior to the Closing and the right to make copies and
extracts therefrom, to the extent that such access may be reasonably required by
the requesting party in connection with (i) the preparation of tax returns, (ii)
the determination or enforcement of rights and obligations under this Agreement,
(iii) compliance with the requirements of any governmental or regulatory
authority, (iv) the determination or enforcement of the rights and obligations
of any party to this Agreement, or (v) in connection with any actual or
threatened action or proceeding. Further each party agrees for a period
extending six (6) years after the Closing not to destroy or otherwise dispose of
any such books, records and other data unless such party shall first offer in
writing to surrender such books, records and other data to the other party and
such other party shall not agree in writing to take possession thereof during
the ten (10) day period after such offer is made.
(c) If, in order properly to prepare its tax returns, other documents
or reports required to be filed with governmental or regulatory authorities or
its financial statements or to fulfill its obligations hereunder, it is
necessary that a party be furnished with additional information, documents or
records relating to its business not referred to in paragraph (b) above, and
3
such information, documents or records are in the possession or control of the
other party, such other party shall use its best efforts to furnish or make
available such information, documents or records (or copies thereof) at the
recipient's request, cost and expense. Each party to this Agreement agrees to
keep such information confidential.
(d) It is anticipated that Purchaser will offer to purchase the
remaining shares of Bouse Gold Inc. and South Copperstone Inc. for Series A
Preferred Shares and Series B Preferred Shares at the same price per share that
is being paid pursuant to Section 1.02 in order to acquire a 100% ownership
interest in both companies. Seller will use its best efforts to assist in
obtaining the agreement of the other shareholders in these companies although it
cannot guaranty their acceptance of such an offer.
(e) It is anticipated that Western's corporate parent will distribute
the Preferred Shares to its shareholders, and will initiate all necessary
corporate action with FINRA and the DTCC to set a "record date" and "pay date"
upon the execution and delivery of this Agreement. Purchaser will cooperate in
good faith in the efforts of Western's corporate parent to complete this
distribution. Assuming that Western's corporate parent has 74,813,049,643 shares
of common stock issued and outstanding, this would be a distribution of
0.00016168455 shares (rounded up) of Purchaser's Series A Preferred Stock per 1
(One) share of common stock of Western's corporate parent, and 0.0003921002
shares (rounded up) of Purchaser's Series B Preferred Stock per 1 (One) share of
common stock of Western's corporate parent, or a total value of US$0.003449 per
share of the common stock of Western's corporate parent.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
2.01 Corporate Existence. Seller is a corporation validly existing and in
good standing under the laws of Wyoming, and has full corporate power and
authority to conduct its business and to the extent now conducted.
2.02 Ownership. Seller owns and is conveying to Purchaser all of its
rights, title and interests to the Shares, free and clear of all liens,
mortgages, pledges, security interests, encumbrances or charges of any kind or
description and upon consummation of the transaction contemplated herein good
title in the Shares shall vest in Purchaser free of all liens and other charges.
Seller represents that it owns all of the Shares in Bouse and in South
Copperstone.
2.03 No Conflicts. The execution and delivery of this Agreement, the
performance of its obligations hereunder, and the consummation of the
transaction contemplated hereby, including, without limitation, the sale of the
Shares to Purchaser, shall not conflict with or result in the breach of any term
or provision of, or violate or constitute a default under any other agreement to
which Seller is a party, or result in the creation of any lien on any of the
4
Shares or Purchaser. This Agreement has been duly and validly executed and
delivered by Seller and constitutes, and upon the execution and delivery by
Seller of the Closing Documents to which it is a party, such Closing Documents
will constitute, legal, valid and binding obligations of Seller enforceable
against Seller in accordance with their terms.
2.04 Accuracy and Completeness of Due Diligence Documents. The documents
provided to Purchaser in response to Purchaser's due diligence requests,
completely and accurately portray the status of business of Seller as of the
Closing and do not include a material misstatement or omission of a material
fact which would reasonably likely to have a material adverse effect on Seller
or its business. Further, the information included in such responses shall be
incorporated herein as an affirmative representation and warranty on the part of
Seller.
2.05 Continuity of Business. Seller reasonably expects that the business
represented by the agreements found in Schedule 2.04 will continue after the
date hereof. Seller has no knowledge that any customer included in that Schedule
intend to terminate or reduce the amount of business they presently do with
Seller, and Seller has no knowledge of any state of facts which would lead it to
believe that any of such customers will terminate their relationship with Seller
or significantly reduce the amount of business they presently do with Seller.
2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule 2.06
there is no claim, litigation, tax audit, proceeding or investigation pending or
threatened against Seller or its corporate parent with respect to its business,
nor is there a basis for any such claim, litigation, audit, proceeding or
investigation.
2.07 Taxes. Except as specifically set forth on Schedule 2.07 (the "Tax
Liabilities"), Seller has correctly prepared and timely filed all Federal, state
and local tax returns, estimates and reports, and paid all such taxes as and
when due. For purposes of this paragraph, taxes shall mean all taxes, charges,
fees, levies or other assessments of any kind whatsoever (including, without
limitation, income, franchise, sales, use and withholding taxes). On or before
the Closing Date, Seller shall pay off and satisfy any of the Tax Liabilities
which are then due and payable and provide Purchaser with evidence thereof in
form satisfactory to Purchaser and its counsel and have granted a reserve
adequate to pay any tax liabilities with respect to the operations of Seller
prior to the Closing.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
5
3.01 Corporate Existence. Purchaser is a corporation validly existing and
in good standing under the laws of the State of Nevada, and has full corporate
power and authority to conduct its business and to the extent now conducted.
3.02 Authority. The execution and delivery by Purchaser of this Agreement,
and the performance by Purchaser of its obligations hereunder and under the
Closing Documents, are duly and validly authorized by Purchaser. This Agreement
has been duly and validly executed and delivered by Purchaser and constitutes,
and upon the execution and delivery by Purchaser of the Closing Documents to
which it is a party, such Closing Documents will constitute, legal, valid and
binding obligations of Purchaser enforceable against Purchaser in accordance
with their terms.
3.03 No Conflicts. The execution and delivery by Purchaser of this
Agreement does not, and the execution and delivery by Purchaser of the Closing
Documents to which it is a party, the performance by Purchaser of its
obligations under this Agreement and such Closing Documents and the consummation
of the transactions contemplated hereby and thereby will not conflict with or
result in a violation or breach of any of the terms, conditions or provisions of
any agreement Purchaser is a party to.
3.04 Claims, Litigation, Disclosure. There is no claim, litigation, tax
audit, proceeding or investigation pending or threatened against Purchaser, with
respect to its business which would have a material effect on its ability to
satisfactorily perform its duties under this Agreement, nor is there a basis for
any such claim, litigation, audit, proceeding or investigation.
3.05 Taxes. The Purchaser has correctly prepared and timely filed all
Federal, state and local tax returns, estimates and reports, and paid all such
taxes as and when due. For purposes of this paragraph, taxes shall mean all
taxes, charges, fees, levies or other assessments of any kind whatsoever
(including, without limitation, income, franchise, sales, use and withholding
taxes).
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF PURCHASER
The obligations of Purchaser hereunder to purchase the Shares are subject
to the fulfillment, at or before the Closing Date, of each of the following
conditions (all or any of which may be waived in whole or in part by Purchaser
in its sole discretion):
4.01 Representations and Warranties. The representations and warranties
made by Seller in this Agreement, taken as a whole, shall be true and correct,
in all respects material to the validity and enforceability of this Agreement
and the Closing Documents and to the condition of the business, on and as of the
Closing Date as though made on and as of the Closing or, in the case of
representations and warranties made as of a specified date earlier than the
Closing, on and as of such earlier date.
6
4.02 Performance. Seller shall have performed and complied with, in all
material respects, the agreements, covenants and obligations required by this
Agreement to be so performed or complied with by Seller at or before the
Closing.
4.03 Officers' Certificates. Seller shall have delivered to Purchaser two
certificates of Seller each dated as of the Closing and executed in the name and
on behalf of Seller by the President of Seller, substantially in the form of
Schedule 4.03.1 annexed hereto, and a certificate executed by the Secretary or
any Assistant Secretary of Seller, substantially in the form of Schedule 4.03.2
annexed hereto.
4.04 Completion of Audit. Purchaser's independent registered accountant
shall have completed any necessary audit(s) required by said accountants to
continue Purchaser's SEC reporting in good standing following the Closing.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLER
The obligations of Seller hereunder to sell the Shares are subject to the
fulfillment, at or before the Closing, of each of the following conditions (all
or any of which may be waived in whole or in part by Seller in its sole
discretion):
5.01 Representations and Warranties. The representations and warranties
made by Purchaser in this Agreement, taken as a whole, shall be true and correct
in all material respects on and as of the Closing.
5.02 Performance. Purchaser shall have performed and complied with, in all
material respects, the agreements, covenants and obligations required by this
Agreement to be so performed or complied with by Purchaser at or before the
Closing.
ARTICLE VI
TERMINATION
6.01 Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned:
(a) at any time before the Closing, by mutual written agreement of
Seller and Purchaser;
(b) at any time before the Closing, by Seller or Purchaser, in the
event that (i) any order or law becomes effective restraining, enjoining, or
otherwise prohibiting or making illegal the consummation of any of the
transactions contemplated by this Agreement or any of the Closing Documents or
(ii) there are any litigation or governmental, regulatory or self-regulatory
actions or investigations concerning Seller or Purchaser or their respective
officers or directors, upon notification of the non-terminating party by the
terminating party; or
7
(c) by either party, in the event that the Closing does not occur on
or before August 31, 2010.
6.02 Effect of Termination. If this Agreement is validly terminated
pursuant to this Section, this Agreement will forthwith become null and void,
and there will be no liability or obligation on the part of Purchaser or Seller
(or any of their respective officers, directors, employees, agents or other
representatives or Affiliates, as the case may be).
ARTICLE VII
MISCELLANEOUS
7.01 Notices. All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:
If to Purchaser, to: North American Gold & Minerals Fund
848 N. Rainbow Blvd., #3003
Las Vegas, NV 89107
Attention: Ronald Yadin Lowenthal
If to Seller, to: Western Diversified Mining Resources, Inc.
2780 South Jones Blvd, #3532
Las Vegas, NV 89146
Attention: Peter James Bezzano
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other Person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.
7.02 Entire Agreement. This Agreement and the Closing Documents supersede
all prior discussions and agreements between the parties with respect to the
subject matter hereof and thereof and contain the sole and entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof.
8
7.03 Expenses. Except as otherwise expressly provided in this Agreement
whether or not the transactions contemplated hereby are consummated, each party
will pay its own costs and expenses incurred in connection with the negotiation,
execution and closing of this Agreement and the Closing Documents and the
transactions contemplated hereby and thereby.
7.04 Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition
of this Agreement on any future occasion. All remedies, either under this
Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
7.05 Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.
7.06 No Assignment; Binding Effect. Purchaser may not assign its
obligations under this Agreement without the express written consent of Seller.
7.07 Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
7.08 Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof and (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom.
7.09 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
7.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
7.11 Dispute Resolution. Any dispute hereunder shall be resolved by
arbitration in RENO, Nevada under the rules of the American Arbitration
Association and the decision of the arbitrator shall be final and binding on the
parties hereto. Any and all costs and expenses associated with actions taken
pursuant to this Paragraph 7.11 shall be borne by the non-prevailing party.
9
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officer of each party as of the date first above written.
NORTH AMERICAN GOLD & MINERALS FUND
as Purchaser
By: /s/ Ronald Yadin Lowenthal
-----------------------------------------
Name: Ronald Yadin Lowenthal
Title: President
WESTERN DIVERSIFIED MINING RESOURCES, INC.
as Seller
By: /s/ Peter James Bezzano
-----------------------------------------
Name: Peter James Bezzano
Title: President
10
EXHIBIT A
TERMS OF SERIES "A" PREFERRED SHARES
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 August 11, 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.
11
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
12
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 (US$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
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
13
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
14
EXHIBIT B
TERMS OF SERIES "B" PREFERRED SHARES
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES "B" 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 US$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 August
11, 2010, adopted a resolution providing for the designation, rights, powers and
preferences and the qualifications, limitations and restrictions of 62,630,000
shares of Series B Preferred Stock, par value US$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 B Preferred Stock of North American Gold & Minerals Fund. Accordingly,
the Company's Series B 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 B Preferred Stock of the Company. The Series
B Preferred Stock shall consist of 62,630,000 shares and have a par value of
US$0.0001 per share. Shares of the Series B Preferred Stock (hereinafter
referred to as the "Series B 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 SOUTH
COPPERSTONE, INC.
15
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 "South
Copperstone Shares") of common stock of South Copperstone Inc., a Wyoming
corporation ("South Copperstone"), the holders of the shares of Series B
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 "South Copperstone Proceeds") of the Company's South
Copperstone Shares and shall be entitled to be paid a maximum amount equal to
Two Dollars and Twenty Cents (US$2.20) per share (the "Liquidation Preference")
of the Series B Preferred Stock from said South Copperstone Proceeds. Such
amount payable with respect to one share of Series B Preferred Stock, as the
case may be, is sometimes referred to herein as the "South Copperstone
Liquidation Payment" and, with respect to all shares of Series B Preferred
Stock, as the "South Copperstone 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 South Copperstone Shares, the South
Copperstone Proceeds shall be insufficient to permit payment to the holders of
Series B Preferred Stock of the full South Copperstone Liquidation Payments,
then the entire South Copperstone Proceeds shall be distributed ratably among
the Series B Holders.
2.4 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 South Copperstone Shares, after the holders of Series B
Preferred Stock shall have been paid in full any South Copperstone Liquidation
Payment to which they shall be entitled as set forth in subparagraph 2.1 above,
the remaining net assets of the Company or South Copperstone 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. SOUTH COPPERSTONE 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 South
Copperstone ("South Copperstone Dividends") or South Copperstone Proceeds (after
deduction of a 5% handling fee), shares of Series B 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 South Copperstone
Dividends or South Copperstone Proceeds, before any South Copperstone Dividends
are paid by the Company on its common shares. Such dividends payable to the
holders of the Series B Preferred Stock shall not be cumulative. So long as any
shares of Series B Preferred Stock are outstanding, no dividend (other than a
dividend in common stock or in any other shares ranking junior to the Series B
Preferred Stock ) shall be declared or paid in any year from South Copperstone
Dividends or South Copperstone Proceeds (other than from said 5% handling fee)
unless, in each case, the full dividend for said year on all outstanding shares
of Series B Preferred Stock shall have been or contemporaneously are declared
and paid from the South Copperstone Dividends or South Copperstone Proceeds.
16
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 B Preferred Stock
shall be entitled to vote their shares of Series B Preferred Stock.
5. REDEMPTION. The shares of Series B 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 B Preferred Stock, as a
whole or in part, for cash, at any time or from time to time, at a redemption
price of Two Dollars and Twenty Cents (US$2.20) 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 B 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 B 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 B Preferred Stock to be redeemed. Each such mailed or published notice
shall state: (a) the redemption date; (b) the number of shares of Series B
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 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 B Preferred Stock to be so redeemed
shall not affect the validity of the notice given to the other holders of shares
of the Series B Preferred Stock to be redeemed. Notice having been mailed or
published as aforesaid, then, notwithstanding that the certificates evidencing
the shares of the Series B 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 B 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
17
representing the unredeemed shares without cost to the holder thereof. Any
shares of the Series B 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 B 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 B 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
18
YUP simple question "where are the prefereds?" has kryptonite powers lololol!!!!!!!!!!!! heee hee ya baby
question is where are they not if they are registered WHERE ARE THE PREFFEREDS?
these where are they?On September 8, 2010, the Company directed its transfer agent to issue to
Western Diversified Mining Resources, Inc. ("Western") 12,096,115 shares of the
Company's Series A Preferred Stock and 29,334,212 Shares of the Company's Series
B Preferred Stock. These shares were issued in payment of the purchase price for
Western's 23.22% shareholding in Bouse Gold Inc. and Western's 46.84%
shareholding in South Copperstone Inc., the acquisition of which closed on
September 8, 2010.