"...with new Articles of Association (the “New Articles”) in substantially the form attached to this Information Circular as Schedule 1. The primary reason for replacing the Existing Articles with the New Articles is to provide the Company with a modern set of Articles of Association tailored to the Company’s primary trading market in Canada. The Existing Articles were tailored to conform to the requirements of two trading markets - the AIM market of the London Stock Exchange and the Canadian Toronto Stock Exchange (or TSX) - but the Company is no longer listed on the AIM market and has no intention of seeking to renew that listing. Some of the provisions included in the Existing Articles were adopted in order to conform to standards that are customary in the AIM market but not in the Canadian capital markets; these provisions are, on the whole, more restrictive than customary Canadian corporate and capital market provisions. As the Company is at the date of this Information Circular actively pursuing a listing on a Canadian stock exchange, management believes it to be in the Company’s best interest to adopt Articles of Association that will enable it to carry on its business and access the Canadian capital markets without the more restrictive AIM derived provisions imposed in the Existing Articles.
The main differences between the Existing Articles and the New Articles are that the New Articles (i) do not require shareholder approval in advance of any allotment of securities, and (ii) do not impose pre-emptive rights on securities to be issued."
"...directors be authorized in accordance with Article 5.1 and 6.4 of the Articles of Association of the Company to allot up to a maximum of 115,567,514 ordinary shares, being 50% of the current issued share capital of the Company, free of pre-emptive rights. This authority is being sought to give the Company flexibility to make further issues of ordinary shares in order to raise capital for the development of the Company’s portfolio of properties, the Ollachea project in particular, and for general corporate purposes. This authority will expire on the date of the next annual general meeting. As at the date of this Information Circular, the Company held no treasury shares."
Robert Schafer (the main partner in crime)