The undersigned, constituting all of the members of the Board of Directors (the “Board”) of Denver Gold Group, Inc., a Colorado nonprofit corporation (the “Corporation”), acting pursuant to the Colorado Revised Nonprofit Corporation Act and the Bylaws of the Corporation, hereby consent in writing to the adoption of the following resolutions, effective as of the date on which the last director signs this consent, with the same force and effect as if adopted at a duly convened meeting of the Board.
WHEREAS, management has presented to the Board a proposal, budget and supporting analysis for the launch of Mining Forum Australia, an annual institutional mining investment conference to be held at the Hilton Sydney in the week of October 25, 2027 (the “Conference”), copies of which have been furnished to each director (the “Board Package”);
WHEREAS, the Board Package sets out a budgeted gross cash requirement of USD 1,200,000, comprising a base case of $1,166,744 — recurring event cost of $1,059,744 and one-time start-up cost of $107,000 — plus a contingency of $33,256;
WHEREAS, the Hilton Sydney terms require a non-refundable deposit of thirty per cent of total anticipated revenue, being AUD 183,420 (approximately $119,223), upon signing, with cancellation exposure escalating to fifty per cent of total anticipated revenue from January 29, 2027;
WHEREAS, management has not yet finalized a proposed commercial framework with Read Corporate comprising a guaranteed fee of up to USD 30,000, a preferential return to the Corporation of not less than USD 50,000, and a profit share of not more than twenty-five per cent of contribution above that preferential return, with the Corporation bearing event expenses;
WHEREAS, the conduct of the Conference will require the Corporation to carry on business in Australia, including registration as a foreign company with the Australian Securities and Investments Commission under Part 5B.2 of the Corporations Act 2001 (Cth), registration for Australian goods and services tax, and related banking and compliance arrangements; and
WHEREAS, the Board has determined that the Conference furthers the Corporation’s exempt purpose of promoting the interests of the global mining industry and its investment community, and is in the best interests of the Corporation;
NOW, THEREFORE, BE IT:
RESOLVED, (Launch) that the Board approves the commencement of activities to launch the Mining Forum Australia conference, and approves the Conference date for the week of October 25, 2027 at the Hilton Sydney, Sydney, New South Wales;
RESOLVED, (Budget) that the Board approves a budgeted expense of up to USD 1,200,000 in gross cash for the full Conference, inclusive of one-time start-up expenses of approximately $107,000, such amount to operate as a ceiling on aggregate expenditure and commitments and not as a spending target, and authorizes management to hedge, forward-purchase or pre-fund the Australian-dollar-denominated obligations within that ceiling;
RESOLVED, (Venue) that management is authorized to negotiate and execute a venue agreement with Hilton Sydney substantially on the terms in the Board Package, provided that the deposit schedule as executed shall not exceed one hundred per cent of total anticipated revenue, and management is directed to pursue the negotiating positions identified in the Board Package, including conversion of the plenary room-hire waiver to a food-and-beverage spend threshold;
RESOLVED, (Partnerships) that management is authorized to enter into an agreement with Read Corporate substantially on the framework described above, or in the alternative a partnership with one or more Australian broking firms on economics no less favorable to the Corporation, in each case at management’s discretion and within the approved budget;
RESOLVED, (Foreign operations) that the officers are authorized to take all actions necessary or advisable for the Corporation to operate lawfully in Australia in connection with the Conference, including registering the Corporation as a foreign company with the Australian Securities and Investments Commission, appointing a local agent and registered office, obtaining an Australian Business Number, registering for goods and services tax, opening and maintaining Australian-dollar bank and merchant accounts, and making all associated tax and regulatory filings in Australia and the United States, and the Board confirms that these foreign operations are within, and in furtherance of, the Corporation’s exempt purpose;
RESOLVED, (Review gate) that the Board directs a formal go or no-go review no later than January 28, 2027, the final date before hotel cancellation exposure increases from thirty to fifty per cent of total anticipated revenue, against the following conditions: (i) BMO’s partnership commitment quantified in writing; (ii) not fewer than two additional Australian partners signed; (iii) not fewer than twenty-five of the sixty target participating companies committed; (iv) a firm quotation from a Sydney exhibition contractor for the fabricated meeting-room build; (v) the Hilton matters in the Venue resolution resolved in writing; and that if those conditions are not substantially satisfied, management is directed to terminate the venue commitment at the cost of the signing deposit rather than proceed to the enlarged exposure of approximately $198,705;
RESOLVED, (General authority) that each officer of the Corporation is authorized to execute and deliver all agreements, instruments and documents, and to take all further actions, that such officer deems necessary or advisable to carry out the purposes of the foregoing resolutions, such execution or action to be conclusive evidence of its authorization; and
RESOLVED, (Ratification) that all lawful actions previously taken by the officers and staff of the Corporation in furtherance of the foregoing, including venue scouting, market analysis and preliminary vendor and partner negotiations, are ratified, confirmed and approved in all respects.
This consent may be executed in counterparts, including by electronic signature or scanned copy, each of which shall be deemed an original and all of which together shall constitute one instrument. This consent shall be filed with the minutes of the proceedings of the Board.
IN WITNESS WHEREOF, the undersigned, being all of the directors of the Corporation, have executed this consent as of the dates set forth below.
