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.
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