Articles of Incorporation

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Articles of Incorporation Canund Gold CORP. 

Canund Gold CORP. Is an Exploration and mining cooperation. We are licensed and registered under the Saskatchewan Cooperation’s acct. 

 Canund Gold Corp will raise the capital through investment to mine the deposit. Canund Gold Corp will mine the gold deposit to make a profit. Canund Gold Corp will set up refineries to be able to refine the gold within the first year. Canund Gold Corp will be a “start-to-finish” mining operation. Canund Gold Corp will mine the precious metals, refine the precious metals. After the refineries are set up the mining of gold and other precious metals will commence. Where gold is found you typically find other precious metals as well. Other precious metals in the area that is going to be mined are: Silver, platinum, palladium and rhodium as well as gold. Canund Gold Corp will be getting more deposits to mine.

 

ARTICLE  

EMPLOYEES LIABILITY 

 

1.0 Employees  

1.1 An employee must treat others with respect and dignity.  

1.2 An employee has the right to harass the free environment. This includes bullying, or sexual harassment. If proven to violate this their employment may be terminated.  

1.3 An employee must show up sober and not hung over. If the employee is hung over, drunk, or high they are to be sent home. If this happens 3 times their employment may be terminated.  

1.4 If 2 workers become a couple, they must report this to the union and their manager will be up to the manager to keep them working together or to separate to different departments if it becomes a distraction in the workplace.  

1.5 Sick leave, an employee must always inform their manager about them being sick or dealing with doctor’s appointments. If not informed after 3 times in one month their employment may be terminated. If an employee is sick, they must stay home to help prevent spreading sickness in the workplace.  

1.6 Each employee gets at least 2 weeks minimum vacation weeks. They must apply for this at least 3 to 6 months in advance. If the period of time in question is not already booked off by other staff, then the employee may go for vacation.  

ARTICLE  

MANAGEMENT LIABILITY 

 

2.0 Management  

2.1 Manager must always be aware of the staff around him.  

2.2 Manager cannot belittle someone or abuse staff this can lead to DE promotion or being Fired.  

2.3 Managers must take the time to train someone if they need help.  

2.4 Manager must always use positive reinforcement, no yelling, swearing, or putting down someone because they made a mistake.  

2.5 Manager is to send employees back to the union if they are uncooperative with a report to the union so everyone is on the same page.  

2.6 Manager must show the person how to complete a process properly and shay there with the person till they can complete the process by themselves.  

2.7 Manager is to be a role model for staff and therefore will be held to high standards. This means showing up early, Keeping drug free and from any substance abuse problem.  

2.8 If a manager ever shows up high, or dunk, or hung over, they will be fired immediately.  

2.9 All managers are allocated 4 weeks for holidays.  

ARTICLE  

DIRECTOR LIABILITY 

 

3.0 Directors  

3.1 Directors must be clean to move up to this position as lives are at stake if they can’t function properly. No drugs, no alcohol at any given point.  

3.2 All rules set out for managers also apply to directors.  

3.3 Director may be provided luxuries such as: a house, company vehicle, and basic expenses.  

3.4 Directors must do training for new managers and provide the necessary support when needed.  

3.5 All directors must report to the COO on a weekly basis or as needed, if the COO is not available reports must go to the CEO.  

3.6 All directors are allocated 4 weeks for holidays.  

3.7 All directors are required to go on company retreats when asked to do so.  

3.8 All directors must be good role models and lead by example. 

ARTICLE  

Shareholder Agreement 

Canund Gold Corp Shareholder Agreement  

Shareholder Agreement 

  1. This Agreement restricts the Board’s power to manage and supervise the Corporation to the extent necessary to affect the Shareholders objectives as such objectives are set out in this Agreement and transfers such powers to the Shareholders. The Shareholders acknowledge that to the extent the Board’s powers are restricted and transferred to the Shareholders, the obligations and liabilities of the Board, and the individual directors thereon, are also transferred to the Shareholders.

By-laws and Articles 

  1. The By-laws will be read as being subject to the provisions of this Agreement. The By-laws will not be amended or repealed except by written Agreement of all of the Shareholders.
  2. The Articles will be read as being subject to the provisions of this Agreement. The Articles will not be amended or repealed except by written Agreement of all of the Shareholders.

Warranties 

  1. The Corporation warrants that it has the necessary corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement.
  2. Each Shareholder warrants that he or she is not prevented by reason of law or any other contractual agreement from entering into this Agreement.
  3. Each corporate Shareholder warrants that it has the necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Management of the Corporation 

  1. In the event of a vacancy on the Board, the Shareholders agree to exercise, as soon as practicable, any and all voting rights attached to all Shares owned by them to elect the following individuals, who are listed in order of preference, as directors of the Corporation unless the person that the Shareholders have agreed to elect is unable or unwilling to act as a director: 
  1. Bryan Boucher  
  1. Scott Bacheldor 
  1. The Corporation will not mortgage, charge, grant a security interest in or otherwise encumber the Corporation’s assets, except for purchase money security interests incurred in the ordinary course of business, without the prior written approval of all of the Shareholders.
  2. The Corporation will not sell, lease, exchange or dispose of any of the Corporation’s assets that have an aggregate value in excess of $250,000,000.00 in any fiscal year, except for inventory that is disposed of in the ordinary course of business, without the prior written notification and approval by the majority of the Shareholders. This does not include: advertising, mining equipment, mine set up or any other essentials to run the corporation.
  3. The Corporation will not purchase, redeem or acquire any Shares from any Shareholder except as provided in this Agreement and except in compliance with corporate solvency provisions and capital requirements of the Act.
  4. The Corporation will not purchase any of its own Shares if the Corporation is, or after payment for the Shares would be, unable to pay its liabilities as they become due or if the realizable value of the Corporation’s assets would be less than the aggregate of its liabilities and stated capital for all classes of Shares.
  5. If the Corporation does purchase any of its own Shares, the Corporation will notify all Shareholders of the number of Shares purchased, the name or names of the Shareholder or Shareholders from whom it has purchased the Shares, the price paid for the Shares, whether cash or otherwise, and the balance, if any, remaining to be paid to the Shareholder or Shareholders from whom Shares were purchased.
  6. The Corporation will not issue any Shares after the date of this Agreement unless issued in accordance with this Agreement or with the prior written approval of the majority of the Shareholders by vote.

Restrictions on Transfer or other Disposal of Interest 

  1. Shareholders will not and will not agree to directly or indirectly sell, assign, transfer, give, pledge, hypothecate or otherwise dispose of or in any other way encumber any Share or any interest in any Share and will not create any security interest in or grant any option with respect to any Share or any interest in any Share, except in accordance with the express provisions of this Agreement and with the prior written notification and approval of the majority of the Shareholders by vote. Under no circumstances can a shareholder borrow against the shares or the equity they hold in the company.

Death or Incapacity of Shareholder 

  1. If a Shareholder dies or becomes incapable (the “Incapacitated Shareholder”) of performing duties that the Shareholder is required to perform as a director or officer or as otherwise imposed by this Agreement by reason of sickness, injury, mental or physical incapacity (“Incapacity”) and it appears as though the Incapacitated Shareholder will not recover so as to be able to perform those duties within 90 days of the Incapacity: 
  1. The other Shareholders may purchase all of the Incapacitated Shareholder’s Shares at Fair Market Value by delivering notice within 6 months of the Incapacity to the Incapacitated Shareholder, any guardian or trustee appointed to care for the Incapacitated Shareholder’s  

Financial affairs, or the Incapacitated Shareholder’s estate, as appropriate in the circumstances. If there is more than one other Shareholder purchasing the Incapacitated Shareholder’s Shares, each Shareholder will, subject to the prior written agreement of the other purchasing Shareholders, purchase an equal amount of the Incapacitated Shareholder’s Shares. Each Shareholder may obtain insurance on the life of any other Shareholder in an amount not exceeding the estimated Fair Market Value of that  

Shareholder’s Shares. The proceeds from any such life insurance will be used for the sole purpose of purchasing a deceased Shareholder’s Shares. 

 

  1. If the other Shareholders do not purchase the Incapacitated Shareholder’s Shares, the Shares may be bequeathed, sold, given or transferred to any person, as appropriate in the circumstances, provided that such person agrees to become and does become a party to this Agreement. 

Dispute Resolution 

  1. In the event a dispute arises between two or more Shareholders, the Shareholders will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Saskatchewan. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Saskatchewan.
  2. The dispute resolution process may be commenced by any of the Shareholders by the delivery of written notice (the “Notice of Dispute”) to all other Shareholders. The notice will specify the dispute to be arbitrated, the issues of fact and law to be determined and the proposed arbitrator.
  3. Any Shareholder may object to a proposed mediator and propose an alternate by delivering a written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of Dispute. All of the proposed mediators will jointly appoint a mediator. If the proposed mediators are unable to agree upon a mediator, any party to the dispute may apply to the Court for the appointment of a mediator.
  4. Any Shareholder may object to a proposed arbitrator and propose an alternate by delivering a written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of Dispute. All of the proposed arbitrators will jointly appoint an arbitrator. If the 

proposed arbitrators are unable to agree upon an arbitrator, any party to the dispute may apply to the Court for the appointment of an arbitrator. 

  1. If no Shareholder objects by written notice to the proposed mediator or arbitrator within 15 Business Days of receiving the Notice of Dispute, the proposed mediator or arbitrator will be presumed acceptable.
  2. Every mediator and arbitrator, and all proposed mediators and arbitrators will be at arm’s-length from every Party to this Agreement and will not have any interest in the dispute.
  3. The mediator or arbitrator will, subject to applicable legislation, determine the procedure for hearing the dispute but will give written reasons for material findings of fact and a written decision.
  4. The mediator or arbitrator will determine the liability among the parties to the dispute for the cost of the dispute resolution process and for the payment of the mediator or arbitrator.

 

Right of First Refusal 

  1. Shareholders are prohibited from selling, transferring or otherwise disposing of their Shares or any interest in their Shares unless: 
  1. the Shares are first offered at not more than Fair Market Value to the Shareholders of the class of Share being sold on a pro rata basis (“Offer One”); and 
  1. The Shares remaining after Offer One are offered to all other Shareholders on an equal basis (“Offer Two”) for not less than the price specified in Offer One and on terms not more favorable than those in Offer One. 
  1. The Shares remaining after Offer Two may be offered to any person or entity (the “Third Party Offer”) for a period of 180 days from the date on which Offer Two was made for not less than the price specified in Offer Two and on terms not more favorable than those in Offer One.
  2. Offer One, Offer Two and the Third-Party Offer (collectively and individually the “Offer”) will be in writing and will specify: 
  1. The corporation must be notified of the sale of any shares or interest within the corporation and must be approved by the CEO of Canund Gold Corp; 
  1. the price at which the Shares are offered; 
  1. the date by which time the Offer must be accepted, which will be not less than 10 Business Days from the date on which the Offer is made; 
  1. the terms of the Offer; and 
  1. the closing date for the sale of the Shares, which will be between 30 and 90 Business Days from the date on which the Offer is accepted. 
  1. Any Offer not accepted within the time period specified for accepting the Offer will be deemed to be declined.                                                                                                                                                               
  2. If a transaction involving the sale of Shares to a person, firm, partnership, association, or other entity that was not previously a Shareholder of the Corporation (a “Third Party”) will result in the Third Party acquiring 50% or more of the Shares in the Corporation, the selling Shareholder or Shareholders (“Selling Shareholder”) will not be entitled to sell the Shares unless the Third Party offers the following options to each remaining Shareholder (“Remaining Shareholder”): 
  1. The Third Party will offer to purchase any Remaining Shareholder’s Shares. This offer will remain open for a period of 90 days from the date on which the Third Party first acquires Shares in the Corporation. 
  1. If the Remaining Shareholder is selling Shares of the same class and series as the Shares purchased by the Third Party, the price will be the same. 
  1. If the Remaining Shareholder is selling Shares of a class or series other than the Shares purchased by the Third Party, the price will be the Fair Market Value of the Shares. If the Fair Market Value of the Shares is unknown, the Third Party will bear the cost of determining the Fair Market Value of the Shares. 

 

  1. The Third Party will purchase the Remaining Shareholder’s Shares on terms that are substantially similar to and not less favorable to the Remaining Shareholder than those in the transaction between the Selling Shareholder and the Third Party. 

Valuation 

  1. The Fair Market Value of the Shares will be determined as follows: 
  1. The Shareholder or Shareholders desiring the valuation will give written notice to all other Shareholders that a valuation is required (the “Valuation Notice”). 
  1. The Valuation Notice will specify the reason for the valuation and will name three (3) or persons that specialize in and have substantial experience in business valuation that are at arm’s-length from all Parties (the “Potential Valuators”). 
  1. The Shareholders receiving the Valuation Notice will select one of the Potential Valuator’s to act as the valuator (the “Valuator”). 
  1. The Valuator will value the Shares in accordance with generally accepted accounting principles in the jurisdiction in which the Corporation is incorporated or continued. 
  1. The Shareholder requiring the valuation will pay the cost of the valuation. 

Dividends 

  1. Subject to corporate law solvency requirements and to the extent permitted by law and after payment of any shareholder loans and after establishing sufficient reserves for the normal operation of the Corporation’s business activities and debt serving requirements, 4.99% of the Corporation’s profits will be distributed by way of dividend. Dividends will be distributed annually.
  2. The dividend will be 4.99% of net profit.
  3. The percentage rate of the dividend may be amended at the annual meeting by the Shareholder vote based on a percentage of net profit.

Conflict of Opportunities and Non-Competition 

  1. Each Shareholder agrees that any business opportunity that comes to the attention of the Shareholder while the Shareholder is a Shareholder, director, officer or employee of the Corporation and that is similar to or that relates to the current or anticipated business opportunities of the Corporation or that arises out the Shareholder’s connection with the Corporation, belongs to the Corporation.
  2. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the Corporation, the Shareholder will not, solely or jointly with others: 
  1. undertake, plan, organize or be involved in any way with any business or any business activity that competes with the current or anticipated business of the Corporation in the geographic area in which the Corporation carries on its usual business; or 
  1. divert or attempt to divert from the Corporation any business the Corporation enjoyed, solicited, or attempted to solicit from its customers, prior to the Shareholder ceasing to be a Shareholder. 
  1. Each Shareholder agrees that for so long as the Shareholder is a Shareholder, director, officer or employee of the Corporation, the Shareholder will not engage or participate in any other business activities that conflict with the best interests of the Corporation.

Non-Solicitation 

  1. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the Corporation, the Shareholder will not in any way, directly or indirectly, induce any Shareholder, director, officer or employee of the Corporation to leave their position with the Corporation or to compete in any way with the Corporation and will not interfere with the Corporation’s relationship with its other Shareholders, directors, officers or employees. Such enticement or interference would be harmful and damaging to the Shareholders and to the Corporation.

Notice of this Agreement on Share Certificates 

  1. Any and all share certificates issued by the Corporation will have subscribed on them the following notice, or a notice in substantially the following form: The shares represented by this certificate are subject to the provisions of a Shareholder Agreement, which restricts the right to sell, transfer or encumber any share in the Corporation, including the shares represented by this certificate. Notice of the said agreement is hereby given. A copy of the said agreement may be obtained by sending a written request to the Board of Directors for the Corporation.

Effective Date and Term 

  1. This Agreement will come into effect on the date the attached contract is signed.
  2. This Agreement will remain in effect until the earliest of: 
  1. the date specified in a written agreement, signed by all of the Shareholders, terminating this Agreement; or 
  1. the bankruptcy, winding-up or dissolution of the Corporation. 

 

Address for Notice 

Canund Gold Corp P.O.Box 157, Lanigan, Sakatchewan, S0K 2M0. (Subject to change as company expands, Canund Gold Corp will notify shareholders of such change) 

  1. Any Shareholder may, on written notice to all other Shareholders and the Corporation, change the Shareholder’s address for notice under this Agreement. If the Corporation’s registered address changes, the Corporation may, on written notice to all Shareholders, change its address for notice under this Agreement.

Severability 

  1. If there is a conflict between any provision of this Agreement and its governing legislation (the “Legislation”), the Legislation will prevail and this Agreement will be amended in order to comply with the Legislation. Further, any provisions required by the Legislation are incorporated into this Agreement.
  2. If there is a conflict between any provision of this Agreement and any form of Agreement prescribed by the Legislation, that prescribed form will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with that prescribed form. Further, any provisions that are required by that prescribed form are incorporated into this Agreement.
  3. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by the Parties subsequent to the expungement of the invalid provision.

General Provisions 

  1. This Agreement will not be amended or modified except by the written agreement of all the Shareholders. All Shareholders, without the consent of the Corporation, may modify, amend or rescind this Agreement.

 

  1. This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreement or representation with respect to the matters set forth in this Agreement, and there are no conditions, warranties, representations, agreements, express or implied, relating to such matters.
  2. This Agreement will be construed in accordance with and governed by the laws of the Province of Saskatchewan.
  3. Headings are inserted for the convenience of the Parties and for the purpose of interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Words in the neuter mean and include the masculine and feminine and vice versa.
  4. This Agreement will inure the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Parties.
  5. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  6. Time is of the essence in this Agreement.
  7. The Parties will do all acts and things and execute all documents that are reasonably necessary or advantageous to enforce this Agreement according to its tenor and intent and each Party will bear that Party’s own expenses in connection with the same.
  8. All dollar amounts in this Agreement refer to American dollars, and all payments required to be paid under this Agreement will be paid in American dollars unless the Parties agree otherwise.
  9. No Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond that Party’s control including, but not limited to acts of God or government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable

ARTICLE  
MANAGEMENT LIABILITY 

 

2.0 Management  

2.1 Manager must always be aware of the staff around him.  

2.2 Manager cannot belittle someone or abuse staff this can lead to DE promotion or being Fired.  

2.3 Managers must take the time to train someone if they need help.  

2.4 Manager must always use positive reinforcement no yelling, swearing, or putting down someone because they made a mistake.  

2.5 Manager is to send employee back to the union if they are uncooperative with a report to the union so everyone is on the same page.  

2.6 Manager must show the person how to complete a process properly and shay there with the person till they can complete the process by themselves.  

2.7 Manager is to be a role model for staff and there for will be held to high standards. This means showing up early, Keeping drug free and from any substance abuse problem.  

2.8 If a manager ever shows up high, or dunk, or hung over, they will be fired immediately.  

2.9 All managers are allocated 4 weeks for holidays.  

ARTICLE  
DIRECTOR LIABILITY 

 

3.0 Directors  

3.1 Directors must be clean to move up to this position as lives are at stake if they can’t function properly. No drugs, no alcohol at any given point.  

3.2 All rules set out for managers also apply to directors.  

3.3 Director may be provided luxuries such as: a house, company vehicle, and basic expenses.  

3.4 Directors must do training for new managers and provide the necessary support when needed.  

3.5 All directors must report to the COO on a weekly basis or as needed, if the COO is not available reports must go to the CEO.  

3.6 All directors are allocated 4 weeks for holidays.  

3.7 All directors are required to go on company retreats when asked to do so.  

3.8 All director must be good role models and lead by example. 

ARTICLE  
Shareholder Agreement 

Canund Gold Corp Shareholder Agreement  

Shareholder Agreement 

  1. This Agreement restricts the Board’s power to manage and supervise the Corporation to the extent necessary to affect the Shareholders objectives as such objectives are set out in this Agreement and transfers such powers to the Shareholders. The Shareholders acknowledge that to the extent the Board’s powers are restricted and transferred to the Shareholders, the obligations and liabilities of the Board, and the individual directors thereon, are also transferred to the Shareholders.

By-laws and Articles 

  1. The By-laws will be read as being subject to the provisions of this Agreement. The By-laws will not be amended or repealed except by written Agreement of all of the Shareholders.
  2. The Articles will be read as being subject to the provisions of this Agreement. The Articles will not be amended or repealed except by written Agreement of all of the Shareholders.

Warranties 

  1. The Corporation warrants that it has the necessary corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement.
  2. Each Shareholder warrants that he or she is not prevented by reason of law or any other contractual agreement from entering into this Agreement.
  3. Each corporate Shareholder warrants that it has the necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Management of the Corporation 

  1. In the event of a vacancy on the Board, the Shareholders agree to exercise, as soon as practicable, any andall voting rights attached to all Shares owned by them to elect the following individuals, who are listed in order of preference, as directors of the Corporation unless the person that the Shareholders have agreed to elect is unable or unwilling to act as a director: 
  1. Bryan Boucher  
  1. Scott Bacheldor 
  1. The Corporation will not mortgage, charge, grant a security interest in or otherwise encumber the Corporation’s assets, except for purchase money security interests incurred in the ordinary course of business, without the prior written approval of all of the Shareholders.
  2. The Corporation will not sell, lease, exchange or dispose of any of the Corporation’s assets that have an aggregate value in excess of $250,000,000.00 in any fiscal year, except for inventory that is disposed of in the ordinary course of business, without the prior written notification and approval by the majority of the Shareholders. This does not include: advertising, mining equipment, mine set up or any other essentials to run the corporation.
  3. The Corporation will not purchase, redeem or acquire any Shares from any Shareholder except as provided in this Agreement and except in compliance with corporate solvency provisions and capital requirements of the Act.
  4. The Corporation will not purchase any of its own Shares if the Corporation is, or after payment for the Shares would be, unable to pay its liabilities as they become due or if the realizable value of the Corporation’s assets would be less than the aggregate of its liabilities and stated capital for all classes of Shares.
  5. If the Corporation does purchase any of its own Shares, the Corporation will notify all Shareholders of the number of Shares purchased, the name or names of the Shareholder or Shareholders from whom it has purchased the Shares, the price paid for the Shares, whether cash or otherwise, and the balance, if any, remaining to be paid to the Shareholder or Shareholders from whom Shares were purchased.
  6. The Corporation will not issue any Shares after the date of this Agreement unless issued in accordance with this Agreement or with the prior written approval of the majority of the Shareholders by vote.

Restrictions on Transfer or other Disposal of Interest 

  1. Shareholders will not and will not agree to directly or indirectly sell, assign, transfer, give, pledge, hypothecate or otherwise dispose of or in any other way encumber any Share or any interest in any Share and will not create any security interest in or grant any option with respect to any Share or any interest in any Share, except in accordance with the express provisions of this Agreement and with the prior written notification and approval of the majority of the Shareholders by vote. Under no circumstances can a shareholder borrow against the shares or the equity they hold in the company.

Death or Incapacity of Shareholder 

  1. If a Shareholder dies or becomes incapable (the “Incapacitated Shareholder”) of performing duties that the Shareholder is required to perform as a director or officer or as otherwise imposed by this Agreement by reason of sickness, injury, mental or physical incapacity (“Incapacity”) and it appears as though the Incapacitated Shareholder will not recover so as to be able to perform those duties within 90 days of the Incapacity: 
  1. The other Shareholders may purchase all of the Incapacitated Shareholder’s Shares at Fair Market Value by delivering notice within 6 months of the Incapacity to the Incapacitated Shareholder, any guardian or trustee appointed to care for the Incapacitated Shareholder’s  

Financial affairs, or the Incapacitated Shareholder’s estate, as appropriate in the circumstances. If there is more than one other Shareholder purchasing the Incapacitated Shareholder’s Shares, each Shareholder will, subject to the prior written agreement of the other purchasing Shareholders, purchase an equal amount of the Incapacitated Shareholder’s Shares. Each Shareholder may obtain insurance on the life of any other Shareholder in an amount not exceeding the estimated Fair Market Value of that  

Shareholder’s Shares. The proceeds from any such life insurance will be used for the sole purpose of purchasing a deceased Shareholder’s Shares. 

 

  1. If the other Shareholders do not purchase the Incapacitated Shareholder’s Shares, the Shares may be bequeathed, sold, given or transferred to any person, as appropriate in the circumstances, provided that such person agrees to become and does become a party to this Agreement. 

Dispute Resolution 

  1. In the event a dispute arises between two or more Shareholders, the Shareholders will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Saskatchewan. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Saskatchewan.
  2. The dispute resolution process may be commenced by any of the Shareholders by the delivery of written notice (the “Notice of Dispute”) to all other Shareholders. The notice will specify the dispute to be arbitrated, the issues of fact and law to be determined and the proposed arbitrator.
  3. Any Shareholder may object to a proposed mediator and propose an alternate by delivering a written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of Dispute. All of the proposed mediators will jointly appoint a mediator. If the proposed mediators are unable to agree upon a mediator, any party to the dispute may apply to the Court for the appointment of a mediator.
  4. Any Shareholder may object to a proposed arbitrator and propose an alternate by delivering a written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of Dispute. All of the proposed arbitrators will jointly appoint an arbitrator. If the 

proposed arbitrators are unable to agree upon an arbitrator, any party to the dispute may apply to the Court for the appointment of an arbitrator. 

  1. If no Shareholder objects by written notice to the proposed mediator or arbitrator within 15 Business Days of receiving the Notice of Dispute, the proposed mediator or arbitrator will be presumed acceptable.
  2. Every mediator and arbitrator, and all proposed mediators and arbitrators will be at arm’s-length from every Party to this Agreement and will not have any interest in the dispute.
  3. The mediator or arbitrator will, subject to applicable legislation, determine the procedure for hearing the dispute but will give written reasons for material findings of fact and a written decision.
  4. The mediator or arbitrator will determine the liability among the parties to the dispute for the cost of the dispute resolution process and for the payment of the mediator or arbitrator.

 

Right of First Refusal 

  1. Shareholders are prohibited from selling, transferring or otherwise disposing of their Shares or any interest in their Shares unless: 
  1. the Shares are first offered at not more than Fair Market Value to the Shareholders of the class of Share being sold on a pro rata basis (“Offer One”); and 
  1. the Shares remaining after Offer One are offered to all other Shareholders on an equal basis (“Offer Two”) for not less than the price specified in Offer One and on terms not more favorable than those in Offer One. 
  1. The Shares remaining after Offer Two may be offered to any person or entity (the “Third Party Offer”) for a period of 180 days from the date on which Offer Two was made for not less than the price specified in Offer Two and on terms not more favorable than those in Offer One.
  2. Offer One, Offer Two and the Third-Party Offer (collectively and individually the “Offer”) will be in writing and will specify: 
  1. The corporation must be notified of the sale of any shares or interest within the corporation and must be approved by the CEO of Canund Gold Corp; 
  1. the price at which the Shares are offered; 
  1. the date by which time the Offer must be accepted, which will be not less than 10 Business Days from the date on which the Offer is made; 
  1. the terms of the Offer; and 
  1. the closing date for the sale of the Shares, which will be between 30 and 90 Business Days from the date on which the Offer is accepted. 
  1. Any Offer not accepted within the time period specified for accepting the Offer will be deemed to be declined.                                                                                                                                                               
  2. If a transaction involving the sale of Shares to a person, firm, partnership, association, or other entity that was not previously a Shareholder of the Corporation (a “Third Party”) will result in the Third Party acquiring 50% or more of the Shares in the Corporation, the selling Shareholder or Shareholders (“Selling Shareholder”) will not be entitled to sell the Shares unless the Third Party offers the following options to each remaining Shareholder (“Remaining Shareholder”): 
  1. The Third Party will offer to purchase any Remaining Shareholder’s Shares. This offer will remain open for a period of 90 days from the date on which the Third Party first acquires Shares in the Corporation. 
  1. If the Remaining Shareholder is selling Shares of the same class and series as the Shares purchased by the Third Party, the price will be the same. 
  1. If the Remaining Shareholder is selling Shares of a class or series other than the Shares purchased by the Third Party, the price will be the Fair Market Value of the Shares. If the Fair Market Value of the Shares is unknown, the Third Party will bear the cost of determining the Fair Market Value of the Shares. 

 

  1. The Third Party will purchase the Remaining Shareholder’s Shares on terms that are substantially similar to and not less favorable to the Remaining Shareholder than those in the transaction between the Selling Shareholder and the Third Party. 

Valuation 

  1. The Fair Market Value of the Shares will be determined as follows: 
  1. The Shareholder or Shareholders desiring the valuation will give written notice to all other Shareholders that a valuation is required (the “Valuation Notice”). 
  1. The Valuation Notice will specify the reason for the valuation and will name three (3) or persons that specialize in and have substantial experience in business valuation that are at arm’s-length from all Parties (the “Potential Valuators”). 
  1. The Shareholders receiving the Valuation Notice will select one of the Potential Valuator’s to act as the valuator (the “Valuator”). 
  1. The Valuator will value the Shares in accordance with generally accepted accounting principles in the jurisdiction in which the Corporation is incorporated or continued. 
  1. The Shareholder requiring the valuation will pay the cost of the valuation. 

Dividends 

  1. Subject to corporate law solvency requirements and to the extent permitted by law and after payment of any shareholder loans and after establishing sufficient reserves for the normal operation of the Corporation’s business activities and debt serving requirements, 4.99% of the Corporation’s profits will be distributed by way of dividend. Dividends will be distributed annually.
  2. The dividend will be 4.99% of net profit.
  3. The percentage rate of the dividend may be amended at the annual meeting by Shareholder vote based on a percentage of net profit.

Conflict of Opportunities and Non-Competition 

  1. Each Shareholder agrees that any business opportunity that comes to the attention of the Shareholder while the Shareholder is a Shareholder, director, officer or employee of the Corporation and that is similar to or that relates to the current or anticipated business opportunities of the Corporation or that arises out the Shareholder’s connection with the Corporation, belongs to the Corporation.
  2. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the Corporation, the Shareholder will not, solely or jointly with others: 
  1. undertake, plan, organize or be involved in any way with any business or any business activity that competes with the current or anticipated business of the Corporation in the geographic area in which the Corporation carries on its usual business; or 
  1. divert or attempt to divert from the Corporation any business the Corporation enjoyed, solicited, or attempted to solicit from its customers, prior to the Shareholder ceasing to be a Shareholder. 
  1. Each Shareholder agrees that for so long as the Shareholder is a Shareholder, director, officer or employee of the Corporation, the Shareholder will not engage or participate in any other business activities that conflict with the best interests of the Corporation.

Non-Solicitation 

  1. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the Corporation, the Shareholder will not in any way, directly or indirectly, induce any Shareholder, director, officer or employee of the Corporation to leave their position with the Corporation or to compete in any way with the Corporation and will not interfere with the Corporation’s relationship with its other Shareholders, directors, officers or employees. Such enticement or interference would be harmful and damaging to the Shareholders and to the Corporation.

Notice of this Agreement on Share Certificates 

  1. Any and all share certificates issued by the Corporation will have subscribed on them the following notice, or a notice in substantially the following form: The shares represented by this certificate are subject to the provisions of a Shareholder Agreement, which restricts the right to sell, transfer or encumber any share in the Corporation, including the shares represented by this certificate. Notice of the said agreement is hereby given. A copy of the said agreement may be obtained by sending a written request to the Board of Directors for the Corporation.

Effective Date and Term 

  1. This Agreement will come into effect on the date the attached contract is signed.
  2. This Agreement will remain in effect until the earliest of: 
  1. the date specified in a written agreement, signed by all of the Shareholders, terminating this Agreement; or 
  1. the bankruptcy, winding-up or dissolution of the Corporation. 

 

Address for Notice 

Canund Gold Corp P.O.Box 157, Lanigan, Sakatchewan, S0K 2M0. (Subject to change as company expands, Canund Gold Corp will notify shareholders of such change) 

  1. Any Shareholder may, on written notice to all other Shareholders and the Corporation, change the Shareholder’s address for notice under this Agreement. If the Corporation’s registered address changes, the Corporation may, on written notice to all Shareholders, change its address for notice under this Agreement.

Severability 

  1. If there is a conflict between any provision of this Agreement and its governing legislation (the “Legislation”), the Legislation will prevail and this Agreement will be amended in order to comply with the Legislation. Further, any provisions required by the Legislation are incorporated into this Agreement.
  2. If there is a conflict between any provision of this Agreement and any form of Agreement prescribed by the Legislation, that prescribed form will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with that prescribed form. Further, any provisions that are required by that prescribed form are incorporated into this Agreement.
  3. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by the Parties subsequent to the expungement of the invalid provision.

General Provisions 

  1. This Agreement will not be amended or modified except by the written agreement of all the Shareholders. All Shareholders, without the consent of the Corporation, may modify, amend or rescind this Agreement.

 

  1. This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreement or representation with respect to the matters set forth in this Agreement, and there are no conditions, warranties, representations, agreements, express or implied, relating to such matters.
  2. This Agreement will be construed in accordance with and governed by the laws of the Province of Saskatchewan.
  3. Headings are inserted for the convenience of the Parties and for the purpose of interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Words in the neuter mean and include the masculine and feminine and vice versa.
  4. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Parties.
  5. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  6. Time is of the essence in this Agreement.
  7. The Parties will do all acts and things and execute all documents that are reasonably necessary or advantageous to enforce this Agreement according to its tenor and intent and each Party will bear that Party’s own expenses in connection with the same.
  8. All dollar amounts in this Agreement refer to American dollars, and all payments required to be paid under this Agreement will be paid in American dollars unless the Parties agree otherwise.
  9. No Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond that Party’s control including, but not limited to acts of God or government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable

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