Patriot Amends Articles
Patriot Battery Metals Inc.
Suite 700 - 838 W. Hastings Street, Vancouver, BC, Canada, V6C 0A6
www.patriotbatterymetals.com TSX: PMET / ASX: PMT / OTC: PMETF / FSE: R9GA
Patriot Amends Articles
14 February, 2024 –Vancouver, BC, Canada 14 February, 2024 –Sydney, Australia
Patriot Battery Metals Inc. (the “Company” or “Patriot”) (TSX: PMET) (ASX: PMT)
(OTCQB: PMETF) (FSE: R9GA) has made a minor amendment to its Articles ( "Amended
Articles") in connection with the Company's graduation from the TSX-V to the TSX by removing
Article 15 (Alternate Directors).
Prior to being removed, Article 15 gave a right for a director of the Company to appoint an alternate
director to act in their place. Article 15 was inconsistent with the TSX Company Manual which
requires all directors of TSX-listed entities to be elected by shareholders.
As the amendment did not affect the rights or restrictions of shareholders, shareholder approval
was not required to give effect to the Amended Articles. As such, the Amended Articles were
adopted by resolution of the Board of Directors.
In accordance with ASX Listing Rule 15.4.2, a copy of the Amended Articles is attached.
About Patriot Battery Metals Inc.
Patriot Battery Metals Inc. is a hard -rock lithium exploration company focused on advancing its
district-scale 100% owned Corvette Property located in the Eeyou Istchee James Bay region of
Quebec, Canada, and proximal to regional road and powerline infrast ructure. The Corvette
Property hosts the CV5 Spodumene Pegmatite with a maiden mineral resource estimate of
109.2 Mt at 1.42% Li 2O inferred 1 and ranks as the largest lithium pegmatite resource in the
Americas based on contained lithium carbonate equivalent (“LCE”), and one of the top 10 largest
lithium pegmatite resources in the world. Additionally, the Corvette Property hosts multiple other
spodumene pegmatite clusters that remain to be drill tested, as well as more than 20 km of
prospective trend that remain to be assessed.
1 The CV5 mineral resource estimate (109.2 Mt at 1.42% Li 2O and 160 ppm Ta 2O5 inferred) is
reported at a cut-off grade of 0.40% Li2O with effective date of June 25, 2023 (through drill hole
CV23-190). Mineral resources are not mineral reserves as they do not have demonstrated
economic viability.
For further information, please contact us at [email protected] or by calling +1 (604)
279-8709, or visit www.patriotbatterymetals.com. Please also refer to the Company’s continuous
disclosure filings, available under its profile at www.sedarpl us.ca and www.asx.com.au, for
available exploration data.
This Announcement has been authorised for release by the Board of Directors.
On Behalf of the Board of Directors,
“Ken Brinsden”
Ken Brinsden - President, CEO & Managing Director
For further information please contact:
Brad Seward
Vice president, Investor Relations
T: +61 400 199 471
Disclaimer for Forward-Looking Information
This news release contains “forward-looking information” or “forward-looking statements” within the meaning of
applicable securities laws and other statements that are not historical facts. Forward-looking statements are often
identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements
other than statements of historical fact, included in thisnews release are forward-looking statements that involve risks
and uncertainties.
There can be no assurance that such information or statements will prove to be accurateand actual results and future
events could differ materially from those anticipated in such statements. Important factors that could cause actual
results to differ materially from the Company’s expectations include the risks detailed from time to time in the filings
made by the Company with securities regulators, available at www.sedarplus.ca and www.asx.com.au.
The reader is cautioned that assumptions used in the preparation of any forward -looking information may prove to
be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result
of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the
Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of preparation, may prove to be incorrect and actual
results may differ materially from those anticipated. Forward -looking statements contained in this news release are
expressly qualified by this cautionary statement. The forward -looking statements contained in this news release are
made as of the date of this news release and the Company will update or revise publicly any of the included forward-
looking statements as expressly required by applicable law.
Competent Person Statement (ASX Listing Rule 5.23)
The mineral resource estimate in this release was reported by the Company in accordance with ASX Listing Rules 5.8
on July 31, 2023. The Company confirms it is not aware of any new information or data that materially affects the
information included in the previous announcements and that all material assumptions and technical parameters
underpinning the estimates in the previous announcements continue to ap ply and have not materially changed.
PATRIOT BATTERY METALS INC.
(the “Company”)
Incorporation number: BC0790753
The Company has as its articles the following articles.
ARTICLES
1. Interpretation ......................................................................................................................... 2
2. Shares And Share Certificates ............................................................................................... 2
3. Issue of Shares ....................................................................................................................... 4
4. Share Registers ...................................................................................................................... 5
5. Share Transfers ...................................................................................................................... 5
6. Transmission of Shares ......................................................................................................... 7
7. Purchase of Shares ................................................................................................................ 7
8. Borrowing Powers ................................................................................................................. 8
9. Alterations ............................................................................................................................. 9
10. Meetings of Shareholders .................................................................................................... 10
11. Proceedings at Meetings of Shareholders ........................................................................... 16
12. Votes of Shareholders ......................................................................................................... 20
13. Directors .............................................................................................................................. 24
14. Election And Removal of Directors .................................................................................... 25
15. Powers And Duties of Directors .......................................................................................... 28
16. Interests of Directors and Officers ...................................................................................... 28
17. Proceedings of Directors ..................................................................................................... 29
18. Executive and Other Committees ........................................................................................ 32
19. Officers ................................................................................................................................ 34
20. Indemnification ................................................................................................................... 34
21. Dividends ............................................................................................................................ 36
22. Accounting Records and Auditors ...................................................................................... 37
23. Notices ................................................................................................................................. 38
24. Seal ...................................................................................................................................... 40
25. Prohibitions ......................................................................................................................... 41
- 2 -
1. INTERPRETATION
1.1 Definitions
In these Articles, unless the context otherwise requires:
(1) “board of directors”, “directors” and “board” mean the directors or sole director of the
Company for the time being;
(2) “Business Corporations Act ” means the Business Corporations Act (British Columbia)
from time to time in force and all amendments thereto and includes all regulations and
amendments thereto made pursuant to that Act;
(3) “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in
force and all amendments thereto and includes all regulations and amendments thereto
made pursuant to that Act;
(4) “legal personal representative” means the personal or other legal representative of a
shareholder;
(5) “registered address” of a shareholder means the shareholder’s address as recorded in the
central securities register;
(6) “seal” means the seal of the Company, if any.
1.2 Business Corporations Act and Interpretation Act Definitions Applicable
The definitions in the Business Corporations Act and the definitions and rules of construction in
the Interpretation Act, with the necessary changes, so far as applicable, and unless the context
requires otherwise, apply to these Articles as if they were set out herein. If there is a conflict
between a definition in the Business Corporations Act and a definition or rule in the Interpretation
Act relating to a term used in these Articles, the definition in the Business Corporations Act will
prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency
between these Articles and the Business Corporations Act, the Business Corporations Act will
prevail.
2. SHARES AND SHARE CERTIFICATES
2.1 Authorized Share Structure
The authorized share structure of the Company consists of shares of the class or classes and series,
if any, described in the Notice of Articles of the Company.
2.2 Form of Share Certificate
Each share certificate issued by the Company must comply with, and be signed as required by, the
Business Corporations Act.
- 3 -
2.3 Shareholder Entitled to Certificate or Acknowledgment or Written Notice
Unless the shares of which a shareholder is the registered owner are uncertificated shares, each
shareholder is entitled, on request and at the shareholder’s option, without charge, to (a) one share
certificate representing the shares of each class or series of shares registered in the shareholder’s
name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a
share certificate, provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share certificate or acknowledgment and delivery of a share
certificate or acknowledgment to one of several joint shareholders or to a duly authorized agent of
one of the joint shareholders will be sufficient delivery to all. Within a reasonable time after the
issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder
a written notice containing the information required by the Business Corporations Act.
2.4 Delivery by Mail
Any share certificate, non-transferable written acknowledgment of a shareholder’s right to obtain
a share certificate or written notice of the issue or transfer of an uncertificated share may be sent
to the shareholder by mail at the shareholder’s registered address and neither the Company nor any
director, officer or agent of the Company is liable for any loss to the shareholder because the share
certificate, acknowledgement or written notice is lost in the mail or stolen.
2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement
If the directors are satisfied that a share certificate or a non-transferable written acknowledgment
of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on
production to them of the share certificate or acknowledgment, as the case may be, and on such
other terms, if any, as they think fit:
(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.
2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment
If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to
obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or
acknowledgment, as the case may be, must be issued to the person entitled to that share certificate
or acknowledgment, as the case may be, provided such person has complied with the requirements
of the Business Corporations Act.
2.7 Splitting Share Certificates
If a shareholder surrenders a share certificate to the Company with a written request that the
Company issue in the shareholder’s name two or more share certificates, each representing a
specified number of shares and in the aggregate representing the same number of shares as the
share certificate so surrendered, the Company must cancel the surrendered share certificate and
issue replacement share certificates in accordance with that request.
- 4 -
2.8 Certificate Fee
There must be paid as a fee to the Company for the issuance of any share certificate under Articles
2.5, 2.6 or 2.7, the amount, if any, determined by the directors, which must not exceed the amount
prescribed under the Business Corporations Act.
2.9 Recognition of Trusts
Except as required by law or statute or these Articles, no person will be recognized by the Company
as holding any share upon any trust, and the Company is not bound by or compelled in any way to
recognize (even when having notice thereof) any equitable, contingent, future or partial interest in
any share or fraction of a share or (except as required by law or statute or these Articles or as
ordered by a court of competent jurisdiction) any other rights in respect of any share except an
absolute right to the entirety thereof in the shareholder.
3. ISSUE OF SHARES
3.1 Directors Authorized
Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of
the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and
issued shares held by the Company, at the times, to the persons, including directors, in the manner,
on the terms and conditions and for the issue prices (including any premium at which shares with
par value may be issued) that the directors may determine. The issue price for a share with par
value must be equal to or greater than the par value of the share.
3.2 Commissions and Discounts
The Company may at any time, pay a reasonable commission or allow a reasonable discount to
any person in consideration of that person purchasing or agreeing to purchase shares of the
Company from the Company or any other person or procuring or agreeing to procure purchasers
for shares of the Company.
3.3 Brokerage
The Company may pay such brokerage fee or other consideration as may be lawful for or in
connection with the sale or placement of its securities.
3.4 Conditions of Issue
Except as provided for by the Business Corporations Act, no share may be issued until it is fully
paid. A share is fully paid when:
(1) consideration is provided to the Company for the issue of the share by one or more of the
following:
(a) past services performed for the Company;
- 5 -
(b) property;
(c) money; and
(2) the directors in their discretion have determined that the value of the consideration received
by the Company is equal to or greater than the issue price set for the share under Article
3.1.
3.5 Share Purchase Warrants and Rights
Subject to the Business Corporations Act, the Company may issue share purchase warrants,
options, convertible debentures and rights upon such terms and conditions as the directors
determine, which share purchase warrants, options, convertible debentures and rights may be
issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other
securities issued or created by the Company from time to time.
4. SHARE REGISTERS
4.1 Central Securities Register and Any Branch Securities Register
As required by and subject to the Business Corporations Act, the Company must maintain a central
securities register and may maintain a branch securities register. The directors may, subject to the
Business Corporations Act, appoint an agent to maintain the central securities register or any
branch securities register. The directors may also appoint one or more agents, including the agent
which keeps the central securities register, as transfer agent for its shares or any class or series of
its shares, as the case may be, and the same or another agent as registrar for its shares or such class
or series of its shares, as the case may be. The directors may terminate such appointment of any
agent at any time and may appoint another agent in its place.
4.2 Closing Register
The Company must not at any time close its central securities register.
5. SHARE TRANSFERS
5.1 Registering Transfers
A transfer of a share of the Company must not be registered unless the Company or the transfer
agent or registrar for the class or series of share to be transferred has received:
(1) a duly signed instrument of transfer in respect of the share;
(2) if a share certificate has been issued by the Company in respect of the share to be
transferred, that share certificate;
(3) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share
certificate has been issued by the Company in respect of the share to be transferred, that
acknowledgment; and
- 6 -
(4) such other evidence, if any, as the Company or the transfer agent or registrar for the class
or series of share to be transferred may require to prove the title of the transferor or the
transferor’s right to transfer the share, the due signing of the instrument of transfer and the
right of the transferee to have the transfer registered.
For the purpose of this Article, delivery or surrender to the transfer agent or registrar which
maintains the Company’s central securities register or a branch securities register, if applicable,
will constitute receipt by or surrender to the Company.
5.2 Form of Instrument of Transfer
The instrument of transfer in respect of any share of the Company must be either in the form, if
any, on the back of the Company’s share certificates or in any other form that may be approved
from time to time by the directors or the transfer agent or registrar for the class or series of share
to be transferred.
5.3 Transferor Remains Shareholder
Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares
is deemed to remain the holder of the shares until the name of the transferee is entered in a
securities register of the Company in respect of the transfer.
5.4 Signing of Instrument of Transfer
If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect
of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a
complete and sufficient authority to the Company and its directors, officers and agents to register
the number of shares specified in the instrument of transfer or specified in any other manner, or, if
no number is specified, all the shares represented by the share certificate(s) or set out in the written
acknowledgments deposited with the instrument of transfer or, if the shares are uncertificated
shares, then all of the uncertificated shares registered in the name of the shareholder:
(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person
on whose behalf the instrument is deposited for the purpose of having the transfer
registered.
5.5 Enquiry as to Title Not Required
Neither the Company nor any director, officer or agent of the Company is bound to inquire into
the title of the person named in the instrument of transfer as transferee or, if no person is named
as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited
for the purpose of having the transfer registered or is liable for any claim related to registering the
transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in
the shares, of any share certificate representing such shares or of any written acknowledgment of
a right to obtain a share certificate for such shares.