Articles of Association Lappland Goldminers AB (publ)

Adopted at the General Meeting on May 30, 2006

§1 Name

The name of the company shall be Lappland Goldminers AB. The company is a public limited company (publ).

§2 Registered office

The board of directors shall have its registered office in Lycksele.

§3 Business

The Company shall, pursue exploration activities and services related to mineral industry and thereto related business activities.

§4 Share capital

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.

§5 Number of shares

The number of shares shall be not less than 50.000.000 and not more than 200.000.000.

§6 Board of directors

The Board of Directors shall comprise of a minimum of three and a maximum of eight directors, and a maximum of three deputy directors.

§7 Auditors

For the review of the company's annual report and accounting records as well as the management pursued by the Board of Directors and the managing director, the General Meeting shall elect one or two auditors, with or without deputy auditors.

§8 Notice

Notice convening a General Meeting shall be made by publication in Post- och Inrikes Tidningar and in Svenska Dagbladet.

Notice convening an Annual General Meeting, or an Extraordinary General Meeting where an amendment to the Articles of Association will be dealt with, shall appear not earlier than six weeks nor later than four weeks before the meeting. Notice convening any other Extraordinary General Meeting, shall appear not earlier than six weeks nor later than two weeks before the meeting.

Shareholders who whish to attend a General Meeting shall both be recorded as shareholders in the transcript or other presentation of the share register reflecting the conditions five weekdays before the General Meeting of shareholders, and shall give notice of participation to the company, latest 4 p.m. on the day mentioned in the notice convening the meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, nor fall earlier than the fifth weekday prior to the meeting.

§9 General Meeting

The Annual General Meeting shall be held not later then six month after the financial year ended. At the Annual General Meeting the following items shall be dealt with

  1. Election of chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to approve the minutes.
  4. Approval of the agenda.
  5. Examination of whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditors' report, together with, where appropriate, the consolidated annual report and the consolidated auditors' report.
  7. Resolutions with respect to:
    1. adoption of the income statement and the balance sheet and, where appropriate, the consolidated income statement and the consolidated balance sheet;
    2. appropriation of the company's profit or loss according to the balance sheet adopted;
    3. discharge from liability of the Board directors and the managing director.
  8. Determination of fees to the Board directors and to the auditors.
  9. Determination of the number of Board directors and, where appropriate, the number of auditors and deputy auditors.
  10. Election of Board members and chairman and, where appropriate, election of auditors and deputy auditors.
  11. Any other business to be dealt with by the Annual General Meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.

At the General Meeting is each Shareholder or proxy representative entitled to vote the shares shown on opposite their name, with no limiting in the number of votes.

The General Meeting shall, by the decision of the board of directors, be held in the municipalities of Lycksele or Stockholm.

§10 Financial year

The financial year of the company shall be the calendar year.

§11 Record day provision

Shareholder or nominee, on the record day provision, recorded as shareholder and registered in a Central Securities Depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479), or shareholder or nominee registered on a control account according to chapter 4, 18 § first paragraph 6-8 mentioned law, shall presumes to be qualified to exercise rights in accordance to the Swedish Companies Act (2005:551.

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