<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 333-
-------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
MERIDIAN GOLD INC.
(Exact name of registrant as specified in its charter)
CANADA 88-0226676
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5011 MEADOWOOD WAY
RENO, NEVADA 89502
(702) 827-3777
(Address of principal executive offices)
MERIDIAN GOLD INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
BRIAN J. KENNEDY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MERIDIAN GOLD INC.
5011 MEADOWOOD WAY
RENO, NEVADA 89502
(702) 827-3777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Alan G. Berkshire James E. Kofman
Kirkland & Ellis Osler, Hoskin & Harcourt
200 East Randolph Drive 1 First Canadian Place
Chicago, Illinois 60601 Toronto, Canada M5X 1B8
(312) 861-2000 (416) 362-2111
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate registration fee/(1)/
share/(1)/ offering
price/(1)/
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
without par value 3,750,000/(2)/ $4.56 $17,109,375 $5,899.78
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the common shares on the NYSE on August 27, 1996.
(2) This is the total number of shares which may be offered based on the shares
reserved for the Plan on the filing date. Pursuant to Rule 416, this
Registration Statement shall also be deemed to cover any additional shares
offered under the Plan in order to reflect share splits, share dividends,
mergers and other capital changes.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents filed by Meridian Gold Inc., a Canadian
corporation (the "Company"), the Meridian Gold Inc. 1996 Stock Option Plan
(the "Plan") or FMC Gold Company, the predecessor to the Company organized
under the laws of the State of Delaware ("FMC Gold"), with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated by reference:
1. FMC Gold's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal period covered by the document referred to
in (1) above.
3. The description of the Company's Common Shares contained in the
"Description of Shares" of the Company's Registration Statement on
Form S-4 (File No. 333-06225) filed with the Commission on June 18,
1996 and declared effective on June 21, 1996.
4. The description of the Company's Rights, with respect to Common
Shares, contained in the "Description of Registrant's Securities to be
Registered" of the Company's Registration Statement on Form 8-A filed
with the Commission on August 30, 1996.
5. All documents filed by the Company or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall
-1-
<PAGE>
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company is incorporated under the Canada Business Corporations Act
(the "CBCA"). Under the CBCA, a corporation may, except in respect of an
action by or on behalf of such corporation, indemnify a director or
officer, a former director or officer, or a person who acts or has acted at
the corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor against all
costs, charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of such corporation
or such body corporate if (a) he acted honestly and in good faith with a
view to the best interests of the corporation and (b) in the case of a
criminal or administrative action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct
was lawful. In respect of an action by or on behalf of such corporation or
body corporate, a corporation may, with court approval, provide
indemnification against all costs, charges and expenses reasonably incurred
by such persons in connection with such action who fulfill the conditions
set forth in (a) and (b) immediately above. Under the CBCA, a director or
officer, a former director or officer or a person who acts, or has acted at
a corporation's request as a director or officer of a body corporate of
which such corporation is or was a shareholder or creditor is entitled to
indemnity from the corporation in respect of all costs, charges and
expenses reasonably incurred by him in connection with the defense of any
civil, criminal or administrative action or proceeding to which he is made
a party by reason of being or having been a director or officer of the
corporation or body corporate if (a) he was substantially successful on the
merits of his defense of the action or proceeding and (b)(i) he acted
honestly and in good faith with a view to the best interests of the
corporation and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.
The Company's Bylaws provide for the indemnification of directors and
officers in Section 34. Except in respect of an action by or on behalf of
the corporation, the Company will indemnify former directors or officers of
the Company or a person who acts or acted at the Company's request as a
director or officer of a body corporate of which the Company is or was a
shareholder or creditor, and such director or officer's
-2-
<PAGE>
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by such director or officer in respect of any civil,
criminal or administrative action or proceeding to which such director or
officer is made a party by reason of being or having been a director or
officer of such Company. With the approval of a court, the Company shall
indemnify a person in respect of an action by or on behalf of the Company,
to which such person is made a party by reason of being or having been a
director or an officer of the Company, against all costs, charges, expenses
reasonably incurred by such person in connection with such action if he (a)
acted honestly and in good faith with a view to the best interests of the
Company and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds
for believing that his conduct was lawful. Without requiring the approval
of a court, the Company shall indemnify any person referred to immediately
above, in respect of an action by or on behalf of the Company, who has been
substantially successful on the merits in the defense of any civil,
criminal or administrative action or proceeding to which such person is
made a party by reason of being or having been a director or officer of the
Company, against all costs, charges and expenses reasonably incurred by
such person in respect of such action or proceeding, provided that such
person has satisfied the appropriate conditions referred to in (a) and (b)
immediately above.
The CBCA permits a corporation to purchase and maintain insurance for
a director or officer of the corporation, a former director or officer of
the corporation or a person who acts or has acted at a corporation's
request as a director or officer of a body corporate of which such
corporation is or was a shareholder or creditor against any liability
incurred by him (a) in his capacity as a director or officer of the
corporation, except where the liability relates to his failure to act
honestly and in good faith with a view to the best interests of the
corporation, or (b) in his capacity as a director or officer of another
body corporate where he acts or acted in that capacity at the corporation's
request, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the body corporate.
The Company's Bylaws provide that the Company may purchase and maintain
directors' and officers' insurance for the benefit of any person entitled
to indemnification pursuant to the Bylaws, as the Company's Board of
Directors may from time to time determine. The Company has in effect
insurance policies in the amount of $25 million for liability insurance
coverage of all of the Company's directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
4.1 Certificate of Incorporation of the Company
4.2 Bylaws of the Company
-3-
<PAGE>
4.3 Form of certificate representing Common Shares of the Company
(incorporated by reference from Exhibit 3.4(i)(a) to the Company's
Registration Statement on Form 8-B filed with the Commission on July
30, 1996 and declared effective on July 31, 1996 ("Form 8-B"))
4.4 Form of certificate representing Instalment Receipts of the Company
(incorporated by reference from Exhibit 3.4(i)(b) to Form 8-B)
4.5 Instalment Receipt and Pledge Agreement dated as of July 31, 1996
among the Company, FMC Corporation, CIBC Wood Gundy Securities Inc.,
Nesbitt Burns Inc., First Marathon Securities Limited, RBC Dominion
Securities Inc., Bunting Warburg Inc., Midland Walwyn Capital Inc.,
The Trust Company of Bank of Montreal and The R-M Trust Company
(incorporated by reference from Exhibit 3.4(i)(c) to Form 8-B)
4.6 Shareholder Rights Plan Agreement dated as of July 31, 1996 between
the Company and The Trust Company of Bank of Montreal (incorporated by
reference from Exhibit 3.4(i)(d) to Form 8-B)
4.7 Meridian Gold Inc. 1996 Stock Option Plan dated as of June 7, 1996
(incorporated by reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-4 (File No. 333-06225) filed with the
Commission on June 18, 1996 and declared effective on June 21, 1996
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality of the Company
Common Shares being registered
23.1 Consent of KPMG Peat Marwick LLP, with respect to consolidated
financial statements of FMC Gold Company and subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in the
three-year period then ended
23.2 Consent of Osler, Hoskin & Harcourt (included in the Opinion listed at
5.1 above)
24.1 Power of Attorney of certain officers and directors of the Company
ITEM 9. UNDERTAKINGS.
------------
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
-4-
<PAGE>
2. The undersigned Registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (c) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its respective counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the filing requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reno, State of Nevada on August 31, 1996.
Meridian Gold Inc.
By:/s/ Brian J. Kennedy
-----------------------------------------
Brian J. Kennedy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 have been signed on August 31, 1996, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Capacity
<S> <C>
/s/ David S. Robertson Chairman and Director
- -------------------------
David S. Robertson
/s/ Brian J. Kennedy President, Chief Executive Officer, and
- ------------------------- Director
Brian J. Kennedy (Principal Executive Officer)
/s/ Alan L. Lowe Vice President, Finance, Treasurer and Chief
- ------------------------- Financial Officer (Principal Financial Officer)
Alan L. Lowe
/s/ Jay A. Nutt Controller and Principal Accounting Officer
- -------------------------
Jay A. Nutt
/s/ Stephen V. Arnold Director
- -------------------------
Stephen V. Arnold
/s/ Michael J. Callahan Director
- -------------------------
Michael J. Callahan
/s/ John A. Eckersley Director
- -------------------------
John A. Eckersley
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT PAGE
NO. DESCRIPTION OF EXHIBIT ----
- --- ----------------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company
4.2 Bylaws of the Company
4.3 Form of certificate representing Common Shares of
the Company (incorporated by reference from Exhibit
3.4(i)(a) to the Company's Registration Statement on
Form 8-B filed with the Commission on July 30, 1996 and
declared effective on July 31, 1996 ("Form 8-B")
4.4 Form of certificate representing Instalment Receipts of the
Company (incorporated by reference from Exhibit
3.4(i)(b) to Form 8-B)
4.5 Instalment Receipt and Pledge Agreement dated as of July
31, 1996 among the Company, FMC Corporation, CIBC
Wood Gundy Securities Inc., Nesbitt Burns Inc., First
Marathon Securities Limited, RBC Dominion Securities
Inc., Bunting Warburg Inc., Midland Walwyn Capital Inc.,
The Trust Company of Bank of Montreal and The R-M
Trust Company (incorporated by reference from Exhibit
3.4(i)(c) to Form 8-B)
4.6 Shareholder Rights Plan Agreement dated as of July 31,
1996 between the Company and The Trust Company of
Bank of Montreal (incorporated by reference from Exhibit
3.4(i)(d) to Form 8-B)
4.7 Meridian Gold Inc. 1996 Stock Option Plan dated as of
June 7, 1996 (incorporated by reference from Exhibit 10.4
to the Company's Registration Statement on Form S-4
(File No. 333-06225) filed with the Commission on
June 18, 1996 and declared effective on June 21, 1996
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality of
the Company Common Shares being registered
</TABLE>
-7-
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP, with respect to
consolidated financial statements of FMC Gold Company
and subsidiaries as of December 31, 1995 and 1994, and
for each of the three years in the three-year period then
ended
23.2 Consent of Osler, Hoskin & Harcourt (included in the
Opinion listed at 5.1 above)
24.1 Power of Attorney of certain officers and directors of the
Company
-8-
<PAGE>
[LOGO OF INDUSTRY CANADA INDUSTRIE CANADA]
INDUSTRY CANADA INDUSTRIE CANADA
Certificate Certificat
of Amalgamation de fusion
Canada Business Loi canadienne sur
Corporations Act les societes par actions
MERIDIAN GOLD INC. 328084-5
- ----------------------------- ------------------------------
Name of corporation-Denomination Corporation number-Numero
de la societe de la societe
I hereby certify that the above-named corporation resulted from an amalgamation
under section 185 of the Canada Business Corporations Act, of the corporations
set out in the attached articles of amalgamation.
Je certifie que la societe susmentionnee est issue d'une fusion, en ventu de
l'article 185 de la Loi canadienne sur les societes par actions, des societes
dont les denominations apparaissent dans les statuts de fusion ci-joints.
/s/ S.V. Arnold
- -----------------------------
Director--Directeur
July 22, 1996/le 22 juillet 1996
Date of Amalgmation--Date de fusion
<PAGE>
<TABLE>
<CAPTION>
[LOGO] Industry Canada Industrie Canada
FORM 9 FORMULE 9
Canada Business Loi canadienne sur les ARTICLES OF AMALGAMATION STATUTS DE FUSION
Corporations Act societes par actions (SECTION 185) (ARTICLE 185)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1-- Name of amalgamated corporation Denomination de la societe issue de la fusion
MERIDIAN GOLD INC.
- ---------------------------------------------------------------------------------------------------------------------------------
2-- The place in Canada where the registered office is to Lieu au Canada ou doit etre situe le siege social
be situated
City of Vancouver, Province of British Columbia
- ---------------------------------------------------------------------------------------------------------------------------------
3-- The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la
corporation is authorized to issue societe est autorisee a emettre
An unlimited number of Common Shares and an unlimited number
of Preference Shares issuable in series, in each case with
the attributes as set out in Schedule I annexed hereto.
The annexed Schedule I is incorporated in this Form.
- ---------------------------------------------------------------------------------------------------------------------------------
4-- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
The right to transfer shares of the Corporation shall be
restricted in that no share shall be transferred without the
approval of the board of directors.
- ---------------------------------------------------------------------------------------------------------------------------------
5-- Number (or minimum and maximum number) of directors Nombre (ou nombre minimum et maximal) d'administrateurs
Such number number not more than ten (10) nor less than one
(1) as the board of directors may from time to time determine.
- ---------------------------------------------------------------------------------------------------------------------------------
6-- Restrictions, if any, on business the corporation may carry on Limites imposees a l'activite commerciale de la societe,
None s'il y a lieu
- ---------------------------------------------------------------------------------------------------------------------------------
7-- Other provisions, if any Autres dispostions, s'il y a lieu
The annexed Schedule II is incorporated in this Form.
- ---------------------------------------------------------------------------------------------------------------------------------
8-- The amalgamation has been approved pursuant to that section 8-- La fusion a ete approuvee en accord avec l'article
or subsection of the Act which is indicated as follows: ou le paragraphe de la Loi indique ci-apres.
[_] 183
[X] 184(1)
[_] 184(2)
- ---------------------------------------------------------------------------------------------------------------------------------
9-- Name of the amalgamating corporations Corporation No. Signature Date Title
Denomination des societes fusionnantes N de la societe Titre
- ---------------------------------------------------------------------------------------------------------------------------------
Meridian Gold Inc. 323270-1 /s/ S.V. Arnold July 22, 1996 Director
- ---------------------------------------------------------------------------------------------------------------------------------
3280837 Canada Inc. 328083-7 /s/ S.V. Arnold July 22, 1996 Director
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
=================================================================================================================================
FOR DEPARTMENTAL USE ONLY -- A L'USAGE DU MINISTERE SEULEMENT Filed -Deposee
Corporation No. -- N de la societe 328084-5 July 23/1996
- ---------------------------------------------------------------------------------------------------------------------------------
ic 3190(3-95) (CCA 1390)
</TABLE>
<PAGE>
ARTICLES OF AMALGAMATION
------------------------
MERIDIAN GOLD INC.
------------------
SCHEDULE I
COMMON SHARES
- -------------
1. VOTING RIGHTS
-------------
Each holder of Common Shares shall be entitled to receive notice of and to
attend all meetings of shareholders of the Corporation and to vote thereat,
except meetings at which only holders of a specified class of shares (other than
Common Shares) or specified series of shares are entitled to vote. At all
meetings of which notice must be given to the holders of the Common Shares,
each holder of Common Shares shall be entitled to one vote in respect of each
Common Share held by such holder.
2. DIVIDENDS
---------
The holders of the Common Shares shall be entitled, subject to the rights,
privileges, restrictions and conditions attaching to any other class of shares
of the Corporation, to receive any dividend declared by the Corporation.
3. LIQUIDATION, DISSOLUTION OR WINDING-UP
--------------------------------------
The holders of the Common Shares shall be entitled, subject to the rights,
privileges, restrictions and conditions attaching to any other class of shares
of the Corporation, to receive the remaining property of the Corporation on a
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary.
PREFERRED SHARES
- ----------------
The Preferred Shares, as a class, shall have attached thereto the following
rights, privileges, restrictions and conditions:
(a) the Preferred Shares may from time to time be issued in one or more
series and subject to the following provisions, and subject to the
issuance under the Canada Business Corporations Act (the "Act") of a
certificate of amendment in respect thereof, the directors may fix
from time to time before such issue the number of shares that is to
comprise each series and the designation, rights, privileges,
restrictions and conditions attaching to each series of Preferred
Shares including, without limiting the generality of the foregoing,
the issue price per
<PAGE>
-2-
share of the shares of such series, the rate or amount of any
dividends or the method of calculating any dividends, the dates of
payment thereof, any redemption, purchase and/or conversion prices and
terms and conditions of any redemption, purchase and/or conversion,
and any sinking fund or other provisions;
(b) the Preferred Shares of each series shall, with respect to the payment
of any dividends and any distribution of assets or return of capital
in the event of liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or any other return of
capital or distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, rank on a
parity with the Preferred Shares of every other series and be entitled
to preference over the Common Shares and over any other shares of the
Corporation ranking junior to the Preferred Shares. The Preferred
Shares of any series may also be given such other preferences, not
inconsistent with these articles, over the common shares and any other
shares of the Corporation ranking junior to such Preferred Shares as
may be fixed in accordance with paragraph (a);
(c) the Preferred Shares of any series may be made convertible into Common
Shares;
(d) unless the directors otherwise determine in the articles of amendment
designating a series, and subject to the provisions of the Act and
paragraph (e) below, the Preferred Shares as a class shall have no
voting rights; and
(e) any amendment to the articles of the corporation to remove or vary any
rights, privileges, restrictions and conditions attaching to the
Preferred Shares as a class or to create any other class of shares
ranking in priority to or on a parity with the Preferred Shares, in
addition to the authorization by special resolution, must be given by
at least two-thirds of the votes cast at a meeting of the holders of
Preferred Shares duly called for that purpose and at every such
meeting a holder of a Preferred Share shall be entitled to one vote in
respect of each Preferred Share held in addition to any other vote
required by the Act.
<PAGE>
ARTICLES OF AMALGAMATION
MERIDIAN GOLD INC.
SCHEDULE II
7. Other provisions, if any:
The following provisions shall apply to the Corporation:
(a) The number of shareholders of the Corporation exclusive of persons who
are in its employment and exclusive of persons who, having been formerly in
the employment of the Corporation, were, while in that employment, and have
continued after termination of that employment to be, shareholders of the
Corporation, is limited to not more than fifty, two or more persons who are
the joint registered owners of one or more shares being counted as one
shareholder.
(b) No invitation shall be made to the public to subscribe for any
securities of the Corporation.
<PAGE>
[LOGO OF INDUSTRY CANADA INDUSTRIE CANADA]
INDUSTRY CANADA INDUSTRIE CANADA
Certificate Certificat
of Amendment de modification
Canada Business Loi canadienne sur
Corporations Act les societes par actions
MERIDIAN GOLD INC.
- ----------------------------------------------
Name of corporation-Denomination de la societe
I hereby certify that the articles of the above-named corporation were amended
(a) under section 13 of the Canada Business Corporations Act in accordance with
the attached notice;
(b) under section 27 of the Canada Business Corporations Act as set out in the
attached articles of amendment designating a series of shares;
(c) under section 179 of the Canada Business Corporations Act as set out in the
attached articles of amendment;
(d) under section 191 of the Canada Business Corporations Act as set out in the
attached articles of reorganization.
328084-5
- ---------------------------------------
Corporation number-Numero de la societe
Je certifie que les statuts de la societe susmentionnee ont ete modifies:
[_] a) en vertu de l'article 13 de la Loi canadienne sur les societes par
actions, conformement a l'avis ci-joint;
[X] b) en vertu de l'article 27 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses modificatrices ci-jointes
designant une serie d'actions;
[X] c) en vertu de l'article 179 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses modificatrices ci-jointes;
[_] d) en vertu de l'article 191 de la Loi canadienne sur les societes par
actions, tel qu'il est indique dans les clauses de reorganisation
ci-jointes.
/s/ S.V. Arnold
- ----------------------------------
Director--Directeur
July 22, 1996/le 22 juillet 1996
Date of Amendment--Date de modification
<PAGE>
<TABLE>
[LOGO]
<S> <C> <C> <C>
Consumer and Consommation et
Corporate Affairs Canada Affaires commerciales Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi regissant les societes (SECTION 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act par actions de regime federal
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1--Name of corporation - Denomination de la societe 2--Corporation No.--N/o/ de la societe
MERIDIAN GOLD INC. 328084-5
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
3--The articles of the above-named corporation are amended as follows: Les statuts de la societe mentionnee ci-dessus
sont modifies de la facon suivante:
</TABLE>
1. to create 10,000 of the first series of Preferred Shares of the Corporation
to be designated as Preferred Shares, Series 1 and to provide that the
Preferred Shares, Series 1 shall have the rights, privileges, restrictions
and conditions as set out in Schedule A attached hereto which forms an
integral part hereof.
2. to delete the provisions of paragraph 4 of the Articles of the Corporation
and substitute therefor the word "None".
3. to delete the provisions of paragraph 5 of the Articles of the Corporation
and substitute therefor the following:
"Such number not more than ten (10) nor less than three (3) as the board of
directors may from time to time determine."
4. to delete the provisions of paragraph 7 of the Articles of the Corporation
and substitute therefor the word "None".
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Date Signature Title--Titre
July 22, 1996 /s/ S.V. Arnold Director
- ------------------------------------------------------------------------------------------------------------------------------------
7530-21-936-1387(01-93)46 FOR DEPARTMENTAL USE ONLY-A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee
</TABLE>
<PAGE>
MERIDIAN GOLD INC.
Schedule A
Preferred Shares, Series 1
The first series of Preferred Shares of the Corporation shall consist of and be
limited to 10,000 shares and shall be designated as the Preferred Shares, Series
1 (the "Preferred Shares, Series 1"). The rights, privileges, restrictions and
conditions attaching to the Preferred Shares, Series 1 are as follows:
(i) Voting Rights - Subject to the provisions of the Canada Business
Corporations Act (the "Act"), the holder of the Preferred Shares, Series 1
shall not be entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation or to vote at any such meeting.
(ii) Redemption at Option of Corporation -
(a) General - Subject to the Act, the Corporation may redeem the whole or
any part of the issued and outstanding Preferred Shares, Series 1 on
payment for each share to be redeemed of the Canadian dollar
equivalent (based on the noon spot rate quoted by the Bank of Canada
on July 26, 1996) of U.S.$10.00 (ten dollars in United States funds)
(the "Redemption Price"). If a part only of the Preferred Shares,
Series 1 represented are redeemed, a new certificate for the balance
shall be issued by the Corporation.
(b) Notice - Unless the holder of the Preferred Shares, Series 1 to be
redeemed shall have waived notice of such redemption, the Corporation
shall give not less than 5 days' notice in writing of such
redemption, specifying the date and place of redemption.
(c) Cessation of Rights - If such notice is given or waived, and the
Redemption Price is paid to such holder, on or before the date fixed
for redemption, dividends on the shares to be redeemed shall cease
after the date fixed for redemption and the holder thereof shall
thereafter have no rights against the Corporation in respect thereof
except to receive payment of the Redemption Price.
(iii) Mandatory Redemption after Five Years
(a) General - The Corporation shall redeem all of the Preferred Shares,
Series 1 on the date that is five years from the date of issuance of
the Preferred Shares, Series 1 (the "Ultimate Redemption Date").
(b) Redemption Procedure - The Corporation shall, on the Ultimate
Redemption Date, redeem all of the Preferred Shares, Series 1 then
<PAGE>
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outstanding by paying to the registered holder an amount equal to the
Redemption Price for each Preferred Shares, Series 1 outstanding on
the Ultimate Redemption Date. Such payment shall be made by cheque
payable at any branch in Canada of one of the Corporation's bankers.
(d) Cessation of Rights - The Preferred Shares, Series 1 shall be redeemed
on the Ultimate Redemption Date and thereafter such shares shall cease
to be entitled to dividends and the holder thereof shall not be
entitled to exercise any of the rights of shareholders in respect
thereof.
(iv) Purchase for Cancellation - Subject to the Act, the Corporation may, at any
time and from time to time, purchase for cancellation, the whole or any
part of the Preferred Shares, Series 1 at the lowest price at which, in the
opinion of the directors, such shares are obtainable but such price shall
not exceed the Redemption Price.
(v) Dividends - The holders of Preferred Shares, Series 1 shall in each year in
the discretion of the directors but always in preference and priority to
any payment of dividends on the Common Shares for such year, be entitled,
out of any or all profits or surplus available for dividends to non-
cumulative dividends at the rate of 5% per annum.
(vi) Liquidation, Dissolution or Winding-Up - In the event of the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Shares, Series 1 shall be entitled to
receive in respect of each such share, before any distribution of any part
of the assets of the Corporation among the holders of the Common Shares and
any other class of shares of the Corporation ranking junior to the
Preferred Shares, Series 1, an amount equal to Redemption Price.
<PAGE>
BY-LAW NO. 1
a by-law relating generally
to the transaction of the
business and affairs of
MERIDIAN GOLD INC.
(the "Corporation")
INTERPRETATION
--------------
1. Definitions - In this by-law and all other by-laws of the Corporation,
unless the context requires otherwise:
(a) "the Act" means the Canada Business Corporations Act or any statute
which may be substituted therefor, as amended from time to time;
(b) "articles" means the original or restated articles of incorporation,
articles of amendment, articles of amalgamation, articles of
continuance, articles of reorganization, articles of arrangement,
articles of dissolution or articles of revival of the Corporation and
includes any amendments thereto;
(c) "board" means the board of directors of the Corporation;
(d) "meeting of shareholders" means an annual meeting of shareholders
or a special meeting of shareholders;
(e) "non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada);
(f) "person" includes an individual, partnership, association, body
corporate, trustee, executor, administrator or legal representative;
(g) "resident Canadian" means a Canadian citizen ordinarily resident in
Canada or as otherwise defined in the Act;
(h) words importing the singular number also include the plural and vice-
versa; words importing the masculine gender include the feminine and
neuter genders; words importing persons include individuals, sole
proprietorships, personal representatives, bodies
<PAGE>
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corporate, partnerships, unincorporated syndicates, trusts,
unincorporated organizations and governmental bodies;
(i) all words used in this by-law and defined in the Act shall have the
meanings given to such words in the Act or in the related Parts
thereof.
GENERAL BUSINESS
----------------
2. Registered Office - Until changed in accordance with the Act, the
registered office of the Corporation shall be in the place within Canada
specified in the articles and at such location therein as the board may from
time to time determine.
3. Seal - The Corporation may have a seal which shall be adopted and may be
changed by the board.
4. Financial Year - Until changed by the board, the financial year of the
Corporation shall end on the 31st day of December in each year.
5. Execution of Instruments - The secretary or any other officer or any
director may sign certificates and similar instruments (other than share
certificates) on the Corporation's behalf with respect to any factual matters
relating to the Corporation's business and affairs, including certificates
verifying copies of the articles, by-laws, resolutions and minutes of meetings
of the Corporation. Subject to the foregoing, deeds, transfers, assignments,
contracts, obligations, certificates and other instruments shall be signed on
behalf of the Corporation by two persons, one of whom holds the office of
chairman of the board, president, vice-president or director and the other of
whom holds one of the said offices or the office of secretary, treasurer,
assistant secretary or assistant treasurer or any other office created by by-law
or by resolution of the board. In addition, the board may from time to time
direct the manner in which and the person or persons by whom any particular
instrument or class of instruments may or shall be signed.
6. Banking Arrangements - The banking business of the Corporation, or any part
thereof, including, without limitation, the borrowing of money and the giving of
security therefor, shall be transacted with such banks, trust companies or other
bodies corporate or organizations as may from time to time be designated by or
under the authority of the board. Such banking business or any part thereof
shall be transacted on the Corporation's behalf by such one or more officers or
other persons
<PAGE>
-3-
as the board may designate, direct or authorize from time to time and to the
extent thereby provided.
BORROWING
---------
7. Borrowing - Without limit to the powers of the board of directors as
provided in the Act, the board of directors may from time to time on behalf of
the Corporation:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) to the extent permitted by the Act, give, directly or indirectly,
financial assistance to any person by means of a loan, a guarantee to
secure the performance of an obligation or otherwise; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation.
8. Delegation - Subject to the Act, the articles and any by-laws, the board
may from time to time delegate to a director, a committee of directors or an
officer of the Corporation or such other person or persons so designated by the
board all or any of the powers conferred on the board by section 7 or by the Act
to such extent and in such manner as the board shall determine at the time of
each such delegation.
DIRECTORS
---------
9. Duties of Directors - The board shall manage the business and affairs of
the Corporation.
10. Qualifications of Directors - Unless otherwise provided by the Act, a
majority of directors on the board shall be resident Canadians. So long as
required by the Act, at least two-thirds of the directors shall not be officers
or employees of the Corporation or its affiliates. No person shall be elected or
appointed a director if such person is less than 18 years of age, of unsound
mind and has been so found by a court in Canada or elsewhere, is not an
individual, or has the status of bankrupt. A director need not hold shares
issued by the Corporation.
<PAGE>
-4-
11. Number of Directors and Quorum - Until changed in accordance with the Act,
the board shall consist of such number of directors not greater than eleven (11)
nor less than three (3) as the board may from time to time determine, and a
majority of the minimum number shall constitute a quorum for the transaction of
business. Notwithstanding vacancies, a quorum of directors may exercise all the
powers of the board.
12. Election and Term - Directors shall be elected by the shareholders at the
first meeting of shareholders after the effective date of this by-law and at
each succeeding annual meeting at which an election of directors is required and
shall hold office for a term expiring not later than the close of the third
annual meeting of shareholders following the election. The number of directors
to be elected at any such meeting shall be that number most recently determined
by the board. The election need not be by ballot unless a ballot is demanded by
any shareholder or required by the chairman in accordance with section 52. If an
election of directors is not held at an annual meeting of shareholders at which
such election is required, the directors then in office shall continue in office
until their successors are elected.
13. Removal of Directors - Subject to the provisions of the Act, the
shareholders may, by ordinary resolution passed by a majority of the votes cast
at a special meeting of shareholders duly called for that purpose, remove any
director and may at that meeting elect a qualified person for the remainder of
such term.
14. Ceasing to Hold Office - A director may resign from office by notice in
writing delivered or sent to the Corporation and such resignation shall become
effective at the time the notice is delivered or sent or on such later date as
may be specified in such notice. A director shall forthwith cease to hold office
as a director should such director be found by a court in Canada or elsewhere to
be of unsound mind, acquire the status of bankrupt, or be removed from office by
the shareholders of the Corporation. Any attempt to amend or terminate any
unanimous shareholder agreement without written consent of all persons who are
then directors of the Corporation shall constitute the immediately effective
resignation of all such directors who have not so consented.
15. Vacancies - Subject to the Act, whenever the board has fewer than the
number of members elected, the directors then in office, if constituting a
quorum (and notwithstanding that the majority of such directors are not resident
Canadians), may appoint a qualified person to the board to hold office for a
term expiring at the close of the next annual meeting of shareholders. Whenever
a vacancy shall occur on the board which results in the board not having a
quorum, the remaining directors shall forthwith call a special meeting of
shareholders to fill
<PAGE>
-5-
the vacancy. If the board fails to call such meeting or if there are no such
directors then in office, any shareholder may call the meeting. Where the number
or the minimum number of directors is increased, any vacancy resulting from such
increase shall be filled by the board, subject to any constraints imposed by the
Act, failing which any such vacancy shall be filled by election at a special
meeting of shareholders.
16. Action by the Board - The board shall exercise its powers by or pursuant to
a by-law or resolution either passed at a meeting of directors at which a quorum
is present and at which a majority of the directors present are resident
Canadians or consented to by the signatures of all the directors then in office
if constituting a quorum. The board may transact business at a meeting of
directors where a majority of resident Canadian directors is not present if a
resident Canadian director who is unable to be present approves in writing or
by telephone or other communications facilities the business transacted at the
meeting, and a majority of resident Canadian directors would have been present
had that director been present at the meeting. Where the Corporation has only
one director, that director may constitute a meeting.
17. Action in Writing - A resolution in writing, signed by all the directors
entitled to vote on that resolution at a meeting of directors, is as valid as if
it had been passed at a meeting of directors.
18. Meetings by Telephone - Any director may participate in a meeting of the
board by means of telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other, if all the
directors consent to the holding of meetings in such manner. Any such consent
shall be effective whether given before or after the meeting to which it relates
and may be given with respect to all meetings of the board held while a director
holds office.
19. Place of Meetings - Meetings of the board may be held at the registered
office of the Corporation or at any other place within or outside Canada.
20. Calling of Meetings - Meetings of the board shall be held from time to time
at such place, on such day and at such time as the board, the chairman of the
board, the managing director, the president or any two directors may determine.
<PAGE>
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21. Notice of Meetings - Notice of the time and place of each meeting of the
board shall be given to each director not less then 48 hours before the time
when the meeting is to be held. A notice of a meeting of directors need not
specify the purpose of or the business to be transacted at the meeting except
where the Act requires such purpose or business to be specified, including any
proposal to:
(a) submit to the shareholders any question or matter requiring the
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares of the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve a take-over bid or directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws.
22. First Meeting of New Board - Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting following the
meeting of shareholders at which such board is elected.
23. Adjourned Meeting - Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
24. Votes to Govern - At all meetings of the board any question shall be
decided by a majority of the votes cast on the question and in the case of an
equality of votes the chairman of the meeting shall be entitled to a second or
casting vote. Any question at a meeting of the board shall be decided by a show
of hands unless a ballot is required or demanded.
<PAGE>
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25. Chairman and Secretary - The chairman of the board or, in the chairman's
absence, the president or, in the president's absence, a vice-president shall
be chairman of any meeting of the board. If none of the said officers is
present, the directors present shall choose one of their number to be chairman.
The secretary of the Corporation shall act as secretary at any meeting of the
board and, if the secretary of the Corporation be absent, the chairman of the
meeting shall appoint a person who need not be a director to act as secretary of
the meeting.
26. Remuneration and Expenses - The directors shall be paid such remuneration
for their services as directors as the board may from time to time authorize.
27. Conflict of Interest - Subject to and in accordance with the provisions of
the Act, a director or officer of the Corporation who is a party to a material
contract or proposed material contract with the Corporation, or is a director or
an officer of or has a material interest in any person who is a party to a
material contract or proposed material contract with the Corporation, shall
disclose in writing to the Corporation or request to have entered in the minutes
of meetings of directors the nature and extent of such director or officer's
interest, and any such director shall refrain from voting in respect thereof
unless otherwise permitted by the Act.
COMMITTEES
----------
28. Committees of Directors - The board may appoint a committee or committees
of directors, however designated, and delegate to such committee or committees
any of the powers of the board except powers to:
(a) submit to the shareholders any question or matter requiring the
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities except in the manner and on the terms authorized by
the directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the
Corporation;
(f) pay a commission for the sale of shares of the Corporation;
<PAGE>
(g) approve a management proxy circular;
(h) approve a take-over bid of directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws
A majority of the members of any such committee shall be resident Canadians.
29. Audit Committee - If any of the issued securities of the Corporation are
part of a distribution to the public, the board of directors shall elect
annually from among their number an audit committee to be composed of not fewer
than three directors, a majority of whom are not officers or employees of the
Corporation or any of its affiliates.
Each member of the audit committee shall serve during the pleasure of the board
of directors and, in any event, only so long as he shall be a director. The
directors may fill vacancies in the audit committee by election from among their
number.
The audit committee shall have power to fix its quorum at not less than a
majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.
The auditor of the Corporation is entitled to receive notice of every meeting of
the audit committee and, at the expense of the Corporation, to attend and be
heard thereat; and, if so requested by a member of the audit committee, shall
attend every meeting of the committee held during the term of office of the
auditor. The auditor of the Corporation or any member of the audit committee
may call a meeting of the committee.
The audit committee shall review the financial statements of the Corporation
prior to approval thereof by the board of directors and shall have such other
powers and duties as may from time to time by resolution be assigned to it by
the board.
30. Transaction of Business - The powers of a committee of directors may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all the members of such committee who would have been entitled to vote
on that resolution at a meeting of the committee. Meetings of such committee
may be held at any place in or outside Canada and, subject to the provisions of
section 18
<PAGE>
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which shall be applicable mutatis mutandis, may be held by means of telephone or
other communications equipment.
31. Procedure - Unless otherwise determined by the board, each committee shall
have the power to fix its quorom at not less than a majority of its members, to
elect its chairman and to regulate its procedure.
OFFICERS
--------
32. Appointment of Officers - The board may from time to time appoint a
chairman of the board, a president, one or more vice-presidents, a secretary, a
treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed. The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation other than any of the powers listed in section 28. Except a
chairman of the board, an officer may but need not be a director and one person
may hold more than one office. The president or such other officer as the board
may designate shall be the chief executive officer of the Corporation.
33. Conflict of Interest - Officers shall disclose their interest in any
material contract or proposed material contract with the Corporation in
accordance with section 27.
PROTECTION OF DIRECTORS AND OFFICERS
------------------------------------
34. Indemnity of Directors and Officers - Except in respect of an action by or
on behalf of the Corporation or body corporate to procure a judgment in its
favour, the Corporation shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor (or a
person who undertakes or has undertaken any liability on behalf of the
Corporation or at the Corporation's request on behalf of any such body
corporate), and such director or officer's heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by such director or officer in
respect of any civil, criminal or administrative action or proceeding to which
such director or officer is made a party by reason of being or having been a
director or officer of such Corporation or body corporate (or by reason of
having undertaken
<PAGE>
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such liability); and the Corporation shall with the approval of a court
indemnify a person in respect of an action by or on behalf of the Corporation or
body corporate to procure a judgment in its favour, to which such person is made
a party by reason of being or having been a director or an officer of the
Corporation or body corporate, against all costs, charges and expenses
reasonably incurred by such director or officer in connection with such action;
if in each case such director or officer:
(a) acted honestly and in good faith with a view to the best interests of
the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, had reasonable grounds for
believing that his or her conduct was lawful.
Notwithstanding the foregoing, the Corporation shall, without requiring the
approval of a court, indemnify any person referred to above, in respect of an
action by or on behalf of the Corporation or body corporate to procure a
judgment in its favour who has been substantially successful on the merits in
the defence of any civil, criminal or administrative action or proceeding to
which such person is made a party by reason of being or having been a director
or officer of the Corporation or body corporate, against all costs, charges and
expenses reasonably incurred by such person in respect of such action or
proceeding, provided that such person has satisfied the appropriate conditions
referred to in (a) and (b) above.
35. Insurance - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any person
referred to in section 34 as the board may from time to time determine.
MEETINGS OF SHAREHOLDERS
------------------------
36. Annual Meetings - The annual meeting of shareholders shall be held on such
day and at such time in each year as the board, or the chairman of the board, or
the president in the absence of the chairman of the board, may from time to time
determine, for the purpose of considering the financial statements and reports
required by the Act to be placed before the annual meeting, electing directors,
appointing auditors and for the transaction of such other business as may
properly be brought before the meeting provided, in the case of any annual
meeting called other than by the board, the board shall approve the submission
to the meeting of any question or matter requiring the approval of the
shareholders.
<PAGE>
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37. Special Meetings - The board or the chairman of the board or the president
or a vice-president shall have power to call a special meeting of shareholders
at any time. A special meeting may be held on such day and at such time as may
be determined by the board or the person calling the meeting.
38. Resolution in lieu of meeting - Except where a written statement is
submitted by a director or by an auditor in accordance with the provisions of
the Act, a resolution in writing signed by all the shareholders entitled to vote
on that resolution at a meeting of shareholders is as valid as if it had been
passed at a meeting of the shareholders; and a resolution in writing dealing
with all matters required to be dealt with at a meeting of shareholders, and
signed by all the shareholders entitled to vote at such meeting, satisfies all
the requirements of the Act relating to meetings of shareholders.
39. Place of Meetings - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada, and a shareholder who attends a
meeting outside Canada is deemed to have so agreed except when such shareholder
attends such meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully held.
40. Notices of Meetings - Notice of the time and place of every meeting of
shareholders shall be sent not less than 21 days nor more than 50 days before
the meeting to each shareholder entitled to vote at the meeting, to each
director and to the auditor of the Corporation. Notice of a meeting of
shareholders at which special business is to be transacted shall state
(a) the nature of that business in sufficient detail to permit the shareholder
to form a reasoned judgment thereon; and
(b) the text of any special resolution or by-law to be submitted to the
meeting.
All business transacted at a special meeting of the shareholders and all
business transacted at an annual meeting of shareholders, except consideration
of the financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor, is deemed to be special business.
41. List of Shareholders Entitled to Notice - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the
<PAGE>
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meeting, arranged in alphabetical order and showing the number of shares
entitled to be voted at the meeting held by each shareholder. If a record date
for the meeting is fixed, the shareholders listed shall be those registered at
the close of business on such record date and such list shall be prepared not
later than 10 days after such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of business on the
day immediately preceding the day on which the notice of the meeting is given
and such list shall be prepared not later than 10 days after the day on which
such notice is given. The list shall be available for examination by any
shareholder during usual business hours at the registered office of the
Corporation or at the place where the securities register is kept and at the
meeting for which the list is prepared. Notwithstanding the foregoing, where no
notice of meeting is given, the shareholders listed shall be those registered on
the day on which the meeting is held and such list shall be prepared so that it
is available at such meeting.
42. Record Date for Notice - The board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, for the determination of the shareholders entitled to
notice of the meeting, provided that notice of any such record date is given,
not less than 7 days before such record date, by newspaper advertisement
published or distributed in the place where the registered office of the
Corporation is situate and in each place in Canada where a transfer of the
Corporation's shares may be recorded, unless notice of such record date is
waived in writing by every holder of a share of the class or series affected
whose name is set out in the securities register of the Corporation at the close
of business on the day the directors fix the record date. If no record date is
so fixed, the record date for the determination of the shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
preceding the day on which the notice is given.
43. Chairman, Secretary and Scrutineers - The chairman of the board or, in the
chairman's absence, the president or, in the president's absence, a vice-
president shall be chairman of any meeting of shareholders and, if none of the
said officers be present within 15 minutes after the time appointed for holding
the meeting, the persons present and entitled to vote shall choose a chairman
from amongst themselves. The secretary of the Corporation shall act as secretary
at any meeting of shareholders or, if the secretary of the Corporation be
absent, the chairman of the meeting shall appoint some person, who need not be a
shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by resolution or by
the chairman with the consent of the meeting.
<PAGE>
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44. Persons Entitled to be Present - The only persons entitled to be present at
a meeting of shareholders shall be those entitled to vote thereat, the directors
and auditors of the Corporation and others who, although not entitled to vote,
are entitled or required under any provision of the Act or the articles or by-
laws to be present at the meeting. Any other person may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.
45. Quorum - A quorum of shareholders is present at a meeting of shareholders
irrespective of the number of persons actually present at the meeting, if the
holders of a majority of the shares entitled to vote at the meeting are present
in person or represented by proxy. A quorum need not be present throughout the
meeting provided a quorum is present at the opening of the meeting.
46. Right to Vote - At any meeting of shareholders every person who is named in
the list prepared in accordance with Section 41 shall be entitled to vote the
shares shown thereon opposite such person's name except to the extent that such
person has transferred any of such shares and the transferee, upon producing
properly endorsed certificates evidencing such shares or otherwise establishing
that the transferee owns such shares, demands not later than 10 days before the
meeting that the transferred name be included on the list to vote the
transferred shares at the meeting. In the absence of a list prepared as
aforesaid in respect of a meeting of shareholders, every person shall be
entitled to vote at the meeting who at the time is entered in the securities
register as the holder of one or more shares carrying the right to vote at such
meeting.
47. Proxies and Representatives - Every shareholder entitled to vote at a
meeting of shareholders may, by means of a proxy, appoint a proxyholder, or one
or more alternate proxyholders, who need not be shareholders, to attend and act
at the meeting in the manner and to the extent authorized and with the authority
conferred by the proxy. A proxy shall be in writing executed by the shareholder
or the shareholder's attorney. A body corporate or association which is a
shareholder of the Corporation may be represented at a meeting of shareholders
by any individual authorized by a resolution of its directors or governing body
and such individual may exercise on behalf of the body corporate or association
which such individual represents all the powers it could exercise if it were an
individual shareholder.
48. Time for Deposit of Proxies - The board may specify in a notice calling a
meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time proxies to be
used at such meeting must be deposited. A proxy shall be acted upon only if,
prior to the
<PAGE>
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time so specified, it shall have been deposited with the Corporation or an agent
thereof specified in such notice or, if no such time is specified in such
notice, it shall have been received by the secretary of the Corporation or by
the chairman of the meeting or any adjournment thereof prior to the time of
voting.
49. Joint Shareholders - Where two or more persons hold the same shares
jointly, any of such persons present or represented by proxy at a meeting of
shareholders has the right in the absence of the other or others to vote in
respect of such shares, but if more than one of such persons are present or
represented by proxy, that one of such persons whose name stands first on the
securities register of the Corporation or such person's proxy shall alone be
entitled to vote such shares.
50. Votes to Govern - Except as otherwise required by the Act, all questions
proposed for the consideration of shareholders at a meeting of shareholders
shall be determined by the majority of the votes cast.
51. Casting Vote - In case of an equality of votes at any meeting of
shareholders either upon a show of hands or upon a ballot, the chairman of the
meeting shall be entitled to a second or casting vote.
52. Show of Hands - Any question at a meeting of shareholders shall be decided
by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote shall have one vote. Whenever a vote by show of hands shall
have been taken upon a question, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried and
an entry to that effect in the minutes of the meeting shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.
53. Ballots - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require, or any shareholder or proxyholder entitled to vote at the
meeting may demand, a ballot. A ballot so required or demanded shall be taken in
such manner as the chairman shall direct. A requirement or demand for a ballot
may be withdrawn at any time prior to the taking of the ballot. If a ballot is
taken each person present shall be entitled, in respect of the shares which each
person is entitled to vote at the meeting upon the question, to that number of
votes provided
<PAGE>
- 15 -
by the Act or the articles, and the result of the ballot so taken shall be the
decision of the shareholders upon the said question.
54. Adjournment - If a meeting of shareholders is adjourned for less than 30
days, it shall not be necessary to give notice of the adjourned meeting, other
than by announcement at the earliest meeting that is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.
55. Submission of Contracts or Transactions to Shareholders for Approval - The
board in its discretion may submit any contract, act or transaction for approval
or ratification at any special meeting of the shareholders called for the
purpose of considering the same and, subject to any additional requirements of
the Act, the articles or the by-laws, any contract, act or transaction that
shall be approved or ratified by a resolution passed by a majority of the votes
cast at any such meeting shall be as valid and as binding upon the Corporation
and upon all the shareholders as though it had been approved or ratified by
every shareholder.
56. One Shareholder - Where the Corporation has only one shareholder or only
one holder of any class or series of shares, the shareholder present in person
or by proxy constitutes a meeting.
SECURITIES
----------
57. Issuance - Subject to the provisions of the Act and the articles, the board
may from time to time issue or grant options to purchase unissued shares of the
Corporation at such times, in such manner and to such persons or class of
persons and for such consideration as the board shall determine, provided that
no share shall be issued until it is fully paid as provided by the Act.
58. Commissions - The board may from time to time authorize the Corporation to
pay a reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.
59. Securities Records - The Corporation shall maintain, at its registered
office or at any other place in Canada designated by the board, a register of
shares and other
<PAGE>
-16-
securities in which it records the shares and other securities issued by it in
registered form, showing with respect to each class or series of shares and
other securities:
(a) the names, alphabetically arranged, and the latest known address of
each person who is or has been a holder;
(b) the number of shares or other securities held by each holder; and
(c) the date and particulars of the issue and transfer of each share or
other security.
60. Registration of Transfer - Subject to the provisions of the Act and the
articles, no transfer of shares shall be registered unless:
(a) the share or other security is endorsed by an appropriate person;
(b) reasonable assurance is given that the endorsement is genuine and
effective;
(c) the issuer has no duty to inquire into adverse claims or has
discharged any such duty;
(d) any applicable law relating to the collection of taxes has been
complied with;
(e) the transfer is rightful or is to a bona fide purchaser; and
(f) any fee for a share or other security certificate prescribed by the
board or in accordance with the Act has been paid.
61. Transfer Agents and Registrars - The board may from time to time appoint
and/or remove one or more transfer agents or registrars (which may or may not be
the same individual or company) for securities of the Corporation, to maintain
in respect of each class of securities of the Corporation issued by it in
registered form, a central securities register and one or more branch securities
registers. Such transfer agents or registrars shall keep all necessary books and
registers of the Corporation for the registering and transferring of securities
of the Corporation, and all share certificates issued by the Corporation shall
in the event of any such appointment be countersigned manually by or on behalf
of one of the said transfer agents or registrars.
62. Lien for Indebtedness - If the articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation,
<PAGE>
- 17-
such lien may be enforced, subject to any other provision of the articles, by
the sale of the shares thereby affected or by any other action, suit, remedy or
proceeding authorized or permitted by law or by equity and, pending such
enforcement, the Corporation may refuse to register a transfer of the whole or
any part of such shares.
63. Non-recognition of Trusts - Subject to the provisions of the Act, the
Corporation may treat the registered owner of a share as the person exclusively
entitled to vote, to receive notices, to receive any dividend or other payments
in respect thereof and otherwise to exercise all the rights and powers of an
owner of a share. Accordingly, the Corporation shall not, except as ordered by a
court of competent jurisdiction or as required by the Act, be bound to see to
the execution of any trust, whether expired, implied, or constructive, in
respect of any share or to recognize any other claim to or interest in such
share on the part of any person other than the registered holder thereof.
64. Share Certificates - Every holder of one or more shares of the Corporation
shall be entitled, at the holder's option, to a share certificate, or to a
non-transferable written acknowledgement of the holder's right to obtain a share
certificate, stating the number and class or series of shares held by such
shareholder as shown on the securities register. Share certificates and
acknowledgements of a shareholder's right to a share certificate, respectively,
shall be in such form as the board may from time to time approve. Unless
otherwise ordered by the board, any share certificates shall be signed by the
chairman of the board, the president, the managing director, or a vice-president
and by the secretary, treasurer, any assistant secretary or any assistant
treasurer or any director and need not be under corporate seal. Signatures of
signing officers may be printed or mechanically reproduced in facsimile upon
share certificates and every such facsimile shall for all purposes be deemed to
be the signature of the officer whose signature it reproduces and shall be
binding upon the Corporation; provided that at least one duly authorized
director or officer of the Corporation shall manually sign each certificate
(other than a scrip certificate or a certificate representing a fractional share
or a warrant or a promissory note that is not issued under a trust indenture) in
the absence of a manual signature thereon of a duly appointed transfer agent or
registrar. A share certificate executed as aforesaid shall be valid
notwithstanding that an officer whose facsimile signature appears thereon no
longer holds office at the date of issue of the certificate.
65. Replacement of Share Certificates - Subject to the provisions of the Act,
the board or any officer or agent designated by the board may in its or such
officer or agent's discretion direct the issue of a new share certificate in
lieu of and upon cancellation of a share certificate claimed to have been lost,
destroyed or wrongfully taken on payment of such fee prescribed by or in
accordance with the Act, and on such terms as to indemnity, reimbursement of
expenses and evidence of loss and of
<PAGE>
-18-
title as the board may from time to time prescribe, whether generally or in any
particular case.
66. Joint Shareholders - If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons
may give effectual receipts for the certificate issued in respect thereof or for
any dividend, bonus, return of capital or other money payable or warrant
issuable in respect of such share.
67. Decreased Shareholders - In the event of the death of a holder, or of one
of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by the Act and upon compliance with the reasonable requirements of the
Corporation.
DIVIDENDS AND RIGHTS
--------------------
68. Dividends - Subject to the provisions of the Act, the board may from time
to time declare dividends payable to the shareholders according to their
respective rights and interests in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation or options
or rights to acquire fully paid shares of the Corporation.
69. Dividend Cheques - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
such holder's address recorded in the Corporation's securities register, unless
in each case such holder otherwise directs. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct, be made payable to the
order of all of such joint holders and mailed to them at their address recorded
in the securities register of the Corporation. The mailing of such cheque as
aforesaid, unless the same is not paid on due presentation, shall satisfy and
discharge the liability for the dividend to the extent of the sum represented
thereby plus the amount of any tax which the Corporation is required to and does
withhold.
70. Non-receipt or Loss of Cheques - In the event of non-receipt or loss of any
dividend cheque by the person to whom it is sent as aforesaid, the Corporation
shall
<PAGE>
-19-
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.
71. Record Date for Dividends - The board may fix in advance a date, preceding
by not more than 50 days the date for the payment of any dividend, as a record
date for the determination of the persons entitled to receive payment of such
dividend, provided that notice of any such record date is given, not less than 7
days before such record date, by advertisement in a newspaper published or
distributed in the place where the Corporation has its registered office and in
each place in Canada where a transfer of the Corporation's shares may be
recorded, unless notice of such record date is waived in writing by every holder
of a share of the class or series affected whose name is set out in the
securities register of the Corporation at the close of business on the day the
directors fix the record date. If no record date is fixed in advance the record
date for the determination of the persons entitled to receive payment of any
dividend shall be at the close of business on the day now which the resolution
relating to such dividend is passed by the board.
72. Unclaimed Dividends - Any dividend unclaimed after a period of six years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
NOTICES
-------
73. Method of Giving Notices - Any notice, communication or document ("notice")
to be given, sent, delivered or served pursuant to the Act, the articles, the
by-laws or otherwise to or on a shareholder, director, officer, auditor or
member of a committee of the board shall be sufficiently given, sent, delivered
or served if delivered personally to the person to whom it is to be given or if
delivered to such person's latest address as shown in the securities register or
in the records of the Corporation, as the case may be, or if mailed to such
person at such address by prepaid transmitted or recorded communication. A
notice so delivered shall be deemed to have been sent when it is delivered
personally or to such address as aforesaid; and a notice so sent by any means of
transmitted or recorded communication shall be deemed to have been sent when
dispatched or when delivered to the appropriate communication company or agency
or its representative for dispatch. The secretary may change or cause to be
changed the recorded address of any shareholder, director, officer, auditor or
member of a
<PAGE>
- 20 -
committee of the board in accordance with any information believed by the
secretary to be reliable.
74. Notice to Joint Shareholders - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.
75. Signature to Notices - The signature to a notice or demand may be written,
stamped, typewritten or printed or partly written, stamped, typewritten or
printed.
76. Computation of Time - In computing the date when notice must be given under
any provision requiring a specified number of days' notice of any meeting or
other event, both the date of giving the notice and the date of the meeting or
other event shall be excluded.
77. Decreased Shareholders - Any notice delivered or sent by post to or left at
the latest recorded address of any shareholder shall, notwithstanding that such
shareholder be then deceased and whether or not the Corporation has notice of
his decease, be deemed to have been duly served in respect of the shares held by
such shareholder (whether held solely or with other persons) until some other
person be entered in his stead on the books of the Corporation as the holder or
one of the holders thereof, and such service shall for all purposes be deemed a
sufficient service of such notice on his heirs, executors or administrators and
all persons, if any, interested with him in such shares.
78. Proof of Service - A certificate of the chairman, the president, the
vice-chairman, an executive vice-president, a senior vice-president, a
vice-president, the secretary or the treasurer or of any other officer of the
Corporation in office at the time of the making of the certificate or of any
transfer officer of any transfer agent of shares of any class of the Corporation
as to facts in relation to the mailing or delivery of any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
in relation to the publication of any notice shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer, auditor or
member of a committee of the board as the case may be.
79. Undelivered Notices - If any notice given to a shareholder pursuant to
section 73 is returned on three consecutive occasions because the shareholder
cannot be found, the Corporation shall not be required to give any further
notice to such
<PAGE>
shareholder until such shareholder informs the Corporation in writing of the
shareholder's new address.
80. Omissions and Errors - The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise based thereon.
81. Persons Entitled by Death or Operation of Law - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom such person derives title to such share prior to such person's name
and address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which such person became
so entitled) and prior to such person furnishing to the Corporation the proof of
authority or evidence of such person's entitlement prescribed by the Act.
82. Waiver of Notice - Any shareholder (or such shareholder's duly appointed
proxyholder), director, officer, auditor or member of a committee of the board
may at any time waive the sending of any notice, or waive or abridge the time
for any notice, required to be given to such person under any provision of the
Act, the articles, the by-laws or otherwise and such waiver or abridgement shall
cure any default in the giving or in the time of such notice, as the case may
be. Any such waiver or abridgement shall be in writing except a waiver of notice
of a meeting of shareholders or of the board which may be given in any manner.
Attendance of a director at a meeting of directors or of a shareholder or any
other person entitled to attend a meeting of shareholders is a waiver of notice
of the meeting except where such director, shareholder or other person, as the
case may be, attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
<PAGE>
EXHIBIT 5.1
[OSLER, HOSKIN & HARCOURT LETTERHEAD]
September 3, 1996
Meridian Gold Inc.
5011 Meadowood Way
Reno, Nevada 89502
Ladies and Gentlemen:
Re: 1996 Stock Option Plan
----------------------
We have acted as Canadian counsel to you, Meridian Gold Inc. (the "Company"), in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") pertaining to the registration of 3,750,000 Common
Shares of the Company without par value (the "Common Shares"), to be delivered
under the Meridian Gold Inc. 1996 Stock Option Plan (the "Plan").
In this connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate and public records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate and Articles of Incorporation of the
Company, as amended, (ii) the Bylaws of the Company and (iii) resolutions
adopted by the Board of Directors of the Company on July 19, 1996.
For the purpose of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the authenticity and conformity to
the originals of all documents submitted to us as copies. We have also assumed
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company.
Based on the foregoing and subject to the further limitations set forth herein,
we are of the opinion that each Common Share registered under the Registration
Statement will be validly issued, fully paid and non-assessable if and when the
following conditions are satisfied: (i) such share is delivered in accordance
with the terms of the Plan, (ii) the purchaser pays the full
-9-
<PAGE>
consideration for such share in accordance with the terms of the Plan and (iii)
the Company takes the actions necessary to cause delivery of a valid certificate
representing such share.
We are qualified to practice law in the Provinces of Ontario and Alberta, Canada
and we express no opinions as to matters under or involving any laws other than
the laws of such provinces and the federal laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, is solely for your benefit, and is not to be used,
circulated, quoted or otherwise relied upon by any other person, or by you for
any other purposes, without our prior written consent.
Very truly yours,
Osler, Hoskin & Harcourt
-10-
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Meridian Gold Inc. (the "Company") on Form S-8 (relating to the registration of
3,750,000 Company Common Shares for Meridian Gold Inc. 1996 Stock Option Plan)
of our report dated January 18, 1996 on the consolidated financial statements of
FMC Gold Company and subsidiaries as of December 31, 1995 and 1994, and for each
of the three years in the three-year period then ended, which report appears in
the December 31, 1995 Annual Report on Form 10-K of FMC Gold Company, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ KPMG PEAT MARWICK LLP
Salt Lake City, Utah
September 3, 1996
-11-
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian J. Kennedy and Alan L. Lowe and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any or all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ David S. Robertson Chairman and Director
- -------------------------
David S. Robertson
/s/ Brian J. Kennedy President, Chief Executive Officer, and
- ------------------------- Director (Principal Executive Officer)
Brian J. Kennedy
/s/ Alan L. Lowe Vice President, Finance, Treasurer and Chief
- ------------------------- Financial Officer (Principal Financial Officer)
Alan L. Lowe
/s/ Jay A. Nutt Controller and Principal Accounting Officer
- -------------------------
Jay A. Nutt
/s/ Stephen V. Arnold Director
- -------------------------
Stephen V. Arnold
/s/ Michael J. Callahan Director
- -------------------------
Michael J. Callahan
/s/ John A. Eckersley Director
- -------------------------
John A. Eckersley
</TABLE>
-12-
