Bye-laws of

Trek Metals Limited

Company number. (Bermuda) 35116

Adopted at a General Meeting on

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

conyers.com

TABLE OF CONTENTS

INTERPRETATION 1

1.

DEFINITIONS 1

SHARES 3

2. Power to Issue Shares 3

3. Power of the Company to Purchase its Shares 4

4. Rights Attaching to Shares 4

5. Calls on Shares 6

6. Forfeiture of Shares 6

7. Share Certificates 7

8. Fractional Shares 8

REGISTRATION OF SHARES 8

9. Register of Members 8

10. Registered Holder Absolute Owner 9

11. Transfer of Registered Shares 9

12. Transmission of Registered Shares 10

ALTERATION OF SHARE CAPITAL 11

13. Power to Alter Capital 11

14. Variation of Rights Attaching to Shares 11

DIVIDENDS AND CAPITALISATION 12

15. Dividends 12

16. Power to Set Aside Profits 12

17. Method of Payment 12

18. Capitalisation 13

MEETINGS OF MEMBERS 13

19. Annual General Meetings 13

20. Special General Meetings 13

21. Requisitioned General Meetings 14

22. Notice 14

23. Giving Notice and Access 14

24. Postponement or cancellation of Annual general or special general Meeting 15

25. Electronic Participation and security in Meetings 15

26. Quorum at ANNUAL GENERAL AND SPECIAL General Meetings 16

27. Chairman to Preside at ANNUAL GENERAL AND SPECIAL General Meetings 16

28. Voting on Resolutions 16

29. Power to Demand a Vote on a Poll 17

30. Voting by Joint Holders of Shares 18

31. Instrument of Proxy 18

32. Representation of Corporate Member 19

33. Adjournment of Annual general or special general Meeting 19

34. Written Resolutions 20

35. Directors Attendance at Annual general or special general Meetings 20

DIRECTORS AND OFFICERS 21

36. Election of Directors 21

37. Number of Directors 21

38. ROTATION OF Directors 22

39. Alternate Directors 22

40. Removal of Directors 23

41. Vacancy in the Office of Director 23

42. Remuneration of Directors 24

43. Defect in Appointment 24

44. Directors to Manage Business 24

45. Powers of the Board of Directors 24

46. Register of Directors and Officers 25

47. Appointment of Officers 25

48. Appointment of Secretary 26

49. Duties of Officers 26

50. Remuneration of Officers 26

51. Conflicts of Interest 26

52. Indemnification and Exculpation of Directors and Officers 26

MEETINGS OF THE BOARD OF DIRECTORS 27

53. Board Meetings 27

54. Notice of Board Meetings 27

55. Electronic Participation in Meetings 28

56. Representation of Corporate Director 28

57. Quorum at Board Meetings 28

58. Board to Continue in the Event of Vacancy 28

59. Chairman to Preside 28

60. Written Resolutions 28

61. Validity of Prior Acts of the Board 29

CORPORATE RECORDS 29

62. Minutes 29

63. Place Where Corporate Records Kept 29

64. Form and Use of Seal 29

ACCOUNTS 30

65. Records of Account 30

66. Financial Year End 30

AUDITS 30

67. Annual Audit 30

68. Appointment of Auditor 30

69. Remuneration of Auditor 30

70. Duties of Auditor 31

71. Access to Records 31

72. Financial Statements and the Auditor's Report 31

73. Vacancy in the Office of Auditor 31

BUSINESS COMBINATIONS 31

74.

Business Combinations 31

VOLUNTARY WINDING-UP AND DISSOLUTION 37

75.

Winding-Up 37

CHANGES TO CONSTITUTION 37

76. Changes to Bye-laws 37

77. Discontinuance 37

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Trek Metals Ltd. published this content on 15 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2021 22:34:01 UTC.