Articles Of Association of Northgold AB

§1 Name of company

The name of the company is Northgold AB. The company is public (publ).

§2 Registered office of the company

The registered office of the company is situated in Stockholm.

§3 Objects of the company

The purpose of the company is business activity in relation to ore and mineral prospecting and mining activity and related consultation and development. In addition, the company shall run investment activity in relation to owning and possessing of real estate, shares, minerals and precious metals, warrants and other kind of shares as well as trading of such. The company shall also run trading of shares in market exchange as well as financing activity. The company can run its activities directly or by using subsidiaries, partner companies or joint ventures. The company can also run businesses related to any of the above activities in the areas of consulting, coaching, and publishing as well as any supporting business activities including marketing, trading and managing of licenses and other rights.

§4 Share capital and number of shares

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000. The number of shares shall be not less than 15,000,000 and not more than 60,000,000.

§5 Board of directors

The board of directors shall comprise 3–8 members with a maximum of 5 deputy members.

§6 Auditor

The company shall have 1-2 auditors, with not more than 2 deputy auditors, or a registered auditing company.

§7 Notice to attend general meetings

Notice of a shareholders’ meeting shall be issued in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. That a notice has been issued shall be announced in Dagens Industri.

Shareholders who wish to attend the shareholders’ meeting must notify the company no later than the date specified in the notice convening the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting.

§8 Annual general meeting

The annual general meeting is held each year within six months of the end of the financial year.

The following matters shall be addressed at the annual general meeting:

1. Election of a chairman of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the agenda;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the meeting was duly convened;
6. Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements for the group;
7. Resolutions regarding
   1. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
   2. allocation of the company’s profit or loss according to the adopted balance sheet;
   3. discharge from liability for board members and the managing director;
8. Determination of fees for the board of directors and the auditors;
9. Election of the board of directors and accounting firm or auditors;
10. Any other business incumbent on the meeting according to the Companies Act or the articles of association;

§9 Financial year

The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.

§10 Central securities depository clause

The company’s shares shall be registered in a central securities depository register pursuant to the Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).