Constitution of Montezuma Mining Company Ltd

ACN 119 711 929

A public company limited by shares incorporated under the Corporations Act 2001 (Cth)

Adopted by special resolution of the Members on 20 November 2015

1. Replaceable Rules 1

2. Interpretation 1

3. Registered Office 4

4. Issue of Shares 4

5. Preference Shares 5

6. Convertible securities 5

7. Participation of Directors in share issue 6

8. Acceptance of Constitution by Member 6

9. Variation of rights 6

10. Shares held upon trust 7

11. Shareholding statements and certificates 7

12. Lien on Shares 8

13. Sale of Shares subject to lien 9

14. Calls on Shares 9

15. Forfeiture of Shares 11

16. Transfer of Shares 13

17. Transmission of Shares 15

18. Register of Members 17

19. Alteration of capital 17

20. Reduction of capital 17

21. Meetings 18

22. Quorum at Meetings 18

23. Chairman at Meetings 19

24. Conduct of general Meetings 19

25. Adjournments and postponement of Meetings 20

26. Voting rights of Members 21

27. Poll 22

28. Casting vote 22

29. Proxies 22

30. Powers of attorney 25

31. Appointing instrument to be deposited with Company 25

32. Revocation and invalidity of instruments 26

33. Number of Directors 26

34. Qualification of Directors, Alternate Directors and Associate Directors 26

35. Vacation of office of Director 27

36. Appointment and removal of Directors 27

37. Offices of profit in Company 28

38. Term of office of Directors 28

39. Remuneration of Directors 29

40. Directorships in other companies 30

41. Alternate Directors 31

42. Associate Directors 32

43. Managing Director 32

44. Directors' Meetings 33

45. Chairman of Directors 35

46. Defective appointment of Directors 35

47. Delegation to committees of Directors 35

48. Minutes of Meetings 35

49. General powers of Directors 36

50. Borrowing powers of Directors 36

    
    

    
    

51. Interested Directors 37

52. Directors' material personal interests 37

53. Directors' financial benefits 37

54. Local management 38

55. Attorneys for Company 39

56. Execution of documentation by Company 39

57. Bills of Exchange 40

58. Secretary 40

59. Public officer 40

60. Reserves 40

61. Dividends 41

62. Election to forego cash dividends 43

63. Dividends in specie 44

64. Employee bonuses and employee scheme 44

65. Capitalisation of profits 44

66. Accounts 45

67. Directors' report 45

68. Distribution of accounts 46

69. Inspection of books of account 46

70. Accounts conclusive 47

71. Audit 47

72. Buy-back arrangements 48

73. Sale of small holdings 48

74. Fractional entitlements and difficulties 50

75. Takeover approval provisions 51

76. Notice to holders 51

77. Confidential information 53

78. Notices 54

79. Overseas Shareholders 56

80. Indemnity and liability of directors and other officers 56

81. Restricted Securities 56

82. Winding up 57

83. Supply of documentation to ASX 57

84. Sale of main undertaking 58

85. Listing and ASX Settlement Operating Rules 58

86. Foreign listing 58

Constitution of Montezuma Mining Company Ltd ACN 119 711 929

1. Replaceable Rules

   
   

   The provisions of the Corporations Act relating to a company's internal management which are described as replaceable rules do not apply to the Company.

   
   

2. Interpretation

2.1 In this Constitution, unless a contrary intention appears:

ASIC means the Australian Securities and Investments Commission.

ASTC - Regulated Transfer has the meaning given in section 9 of the Corporations Act.

ASX Settlement Operating Rules means the settlement rules of ASX Settlement Pty Ltd and to the extent they are applicable the operating rules of ASX and the operating rules of ASX Clear Pty Limited.

ASX means ASX Limited ACN 008 624 691.

Auditor means the auditor of the Company from time to time. Business Days has the meaning given in the Listing Rules. Call Notice means a notice given under Rule 15.1.

Capital or share capital means the capital for the time being issued for the purposes of the Company.

CHESS has the meaning given in the ASX Settlement Operating Rules.

CHESS holding has the meaning given in the ASX Settlement Operating Rules.

Claim means any threat, claim or proceedings brought or made by a person against another person relating to or arising from any action, claim, Cost, demand, Damage, debt, expense, Liability, Loss, cause of action or proceeding of any kind, howsoever arising.

Company means Montezuma Mining Company Ltd ACN 119 711 929.

Constitution means this Constitution as amended or added to from time to time.

Corporate Representative means an individual appointed as a representative of a body corporate member of the Company under section 250D of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth) and any statutory modification amendment or re-enactment of that Act for the time being in force or any later Act relating to companies and for the time being in force in replacement (in whole or part) of that act in the place of incorporation of the Company and a reference to a particular provision of the Corporations Act is a reference to that provision as so modified, amended or re-enacted or contained in any such later Act.

Corporations Regulations means the Corporations Regulations 2001 (Cth) which are made under the Corporations Act as amended or replaced from time to time.

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