Form 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Incorporation No. 256465
COMPANY ACT
MEMORANDUM OF
CAPROCK ENERGY LTD.
I wish to be formed into a company with limited liability under the
"Company Act" in pursuance of this Memorandum.
1. The full name of the Company is CAPROCK ENERGY LTD.
2. The authorized capital of the Company consists of Twenty Million
(20,000) common shares without par value.
3. I agree to take the number and kind and class of shares in the Company
set opposite my name.
Name: Sandra Kansky Number & Class of Shares
-------------------------
Resident Address: 2176 West 15th Avenue One (1) Common Share
Vancouver, B.C. V6K 2Y5
Occupation: Secretary Total Shares Taken: One(1)
--------------------------
Common Share
Date: November 3, 1982
<PAGE>
COMPANY ACT
(As altered by Resolution passed May 26, 1986)
ALTERED MEMORANDUM
OF CAPROCK ENERGY LTD.
I wish to be formed into a company with limited liability under the
"Company Act" in pursuance of this Memorandum
1. The full name of the Company is "CAPROCK ENERGY LTD."
2. The authorized capital of the Company consists of Nineteen Million Nine
Hundred Eighty Eight Thousand Two Hundred Sixty Five (19,988,265) common
shares without par value.
3. I agree to the number and kind and class of shares in the Company set
opposite my name.
Name: Number & Class of Shares
Address:
Occupation:
<PAGE>
COMPANY ACT
(As altered by Resolution passed June 25, 1987)
ALTERED MEMORANDUM
OF CAPROCK ENERGY LTD.
I wish to be formed into a company with limited liability under the
"Company Act" in pursuance of this Memorandum
1. The full name of the Company is "CAPROCK ENERGY LTD."
2. The authorized capital of the Company consists of Twenty Million (20,000)
common shares without par value.
3. I agree to the number and kind and class of shares in the Company set
opposite my name.
Name: Number & Class of Shares
Address:
Occupation:
<PAGE>
Form 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Incorporation No. 256465
COMPANY ACT
SPECIAL RESOLUTION
The following special resolutions were passed by the undermentioned Company on
the date stated:
Name of Company: CAPROCK ENERGY LTD.
Date resolution passed: September 19, 1988
Resolution:
"UPON MOTION duly made, seconded and carried, IT WAS RESOLVED, as a Special
Resolution, that:
1. The authorized capital be altered by consolidating all of the Company's
common shares, being Twenty Million (20,000,000) common shares without par
value, of which Nine Million Five Hundred Sixteen Thousand Three Hundred
Ninety Eight (9,516,398) shares are issued, to Four Million (4,000,000)
common shares without par value of which One Million Nine Hundred Three
Thousand Two Hundred Seventy Nine and Three Fifths (1,903,279 3/5) shares
are issued and outstanding, every five (5) of such shares before
consolidation being consolidated into one (1) share, and that the
Memorandum of the Company be altered accordingly;
2. the authorized capital be increased from Four Million (4,000,000) common
shares without par value, of which One Million Nine Hundred Three Thousand
Two Hundred Seventy Nine and Three Fifths (1,903,279 3/5) common shares are
issued and outstanding, to Twenty Million (20,000,00) common shares without
par value of which One Million Nine Hundred Three Thousand Two Hundred
Seventy Nine and Three Fifths (1,903,279 3/5) common shares are issued and
outstanding, and that the Memorandum of the Company be altered accordingly;
and
3. the name of the Company be changed to CONSOLIDATED CAPROCK RESOURCES LTD.,
and that the Memorandum of the Company is attached hereto as Schedule "A."
CERTIFIED a true copy this 1st day of September, 1989.
/s/ Illegible
--------------------------
Name
Director
--------------------------
Relationship to Company
<PAGE>
SCHEDULE "A"
COMPANY ACT
(As altered by Special Resolution passed September 19, 1988)
ALTERED MEMORANDUM
1. The name of the Company is "CONSOLIDATED CAPROCK RESOURCES LTD."
2. The authorized capital of the Company consists of TWENTY MILLION
(20,000,000) common shares without par value.
<PAGE>
Form 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Incorporation No. 256465
COMPANY ACT
SPECIAL RESOLUTION
The following special resolutions were passed by the undermentioned Company on
the date stated:
Name of Company: CONSOLIDATED CAPROCK RESOURCES LTD.
Date resolution passed: June 3, 1992
Resolution:
"BE IT RESOLVED, each as a Special Resolution, that:
1. The Twenty Million (20,000) common shares without par value in the capital
of the Company, of which Three Million Six Hundred Forty Nine Two Hundred
Eighty Four (3,649,284) shares are issued, be consolidated into Six Million
Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 66/100
(6,666,666.66) common shares without par value of which One Million Two
Hundred Sixteen Thousand Four Hundred Twenty Eight (1,216,428) are issued,
evey three (3) common shares before consolidation being consolidated into
one (1) share and that the Memorandum of the Company be altered
accordingly;
2. the authorized capital of the Company be increased from Six Million Six
Hundred Sixty Six Thousand Six Hundred Sixty Six and 66/100 (6,666,666.66)
common shares without par value, of which One Million Two Hundred Sixteen
Thousand Four Hundred Twenty Eight (1,216,428) are issued, to Twenty
Million (20,000) common shares without par value of which One Million Two
Hundred Sixteen Thousand Four Hundred Twenty Eight (1,216,428) are issued
and that the Memorandum of the Company be altered accordingly; and
3. the name of the Company be changed from CONSOLIDATED CAPROCK RESOURCES
LTD., to MINCO MINING & METALS CORPORATION, and that the Altered Memorandum
of the Company is attached hereto as Schedule "A."
CERTIFIED a true copy this 5th day of February, 1993.
/s/ Mark A. Kurschner
--------------------------
Name
Solicitor
--------------------------
Relationship to Company
<PAGE>
SCHEDULE "A"
COMPANY ACT
(As altered by Special Resolution passed June 3, 1992)
ALTERED MEMORANDUM
1. The name of the Company is "MINCO MINING & METALS CORPORATION."
2. The authorized capital of the Company consists of TWENTY MILLION
(20,000,000) common shares without par value.
<PAGE>
Form 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Incorporation No. 256465
COMPANY ACT
SPECIAL RESOLUTION
The following special resolutions were passed by the undermentioned Company on
the date stated:
Name of Company: MINCO MINING AND METALS CORPORATION
Date resolution passed: June 25, 1996
Resolution:
"UPON MOTION duly made, IT WAS RESOLVED, as a Special Resolution, that the
existing Articles of the Company, as filed with the British Columbia Registrar
of Companies, be cancelled and that a new form of Articles be adopted as the
Articles of the Company in substitution for, and in the exclusion of, the
existing Articles of the Company."
CERTIFIED a true copy this 27th day of June, 1996.
/s/ Louis P. Salley
-------------------------
Solicitor
Relationship to Company
