UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ELDORADO GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Canada
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Not Applicable
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(State
or other jurisdiction ofincorporation or organization)
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(I.R.S.
Employer Identification No.)
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1188-550 Burrard Street
Vancouver, British Columbia
Canada V6C 2B5
(Address
of principal executive offices)
ELDORADO GOLD CORPORATION AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN
DATED AS OF JULY 26, 2018, AS AMENDED
AND RESTATED AS OF MARCH [●], 2019
ELDORADO GOLD CORPORATION INCENTIVE
STOCK OPTION PLAN, DATED AS OF JUNE 21, 2018
(Full
titles of plan)
CT Corporation
28 Liberty Street, 42nd Floor
New York, New York 10005
(Name
and address of agent for service)
(212) 894-8940
(Telephone
number, including area code, of agent for service)
Copies to:
Kenneth
G. Sam, Esq.
Dorsey
& Whitney LLP
1400
Wewatta, Suite 400
Denver,
CO 80202
(303)
629-3400
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
“Accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company
☐
CALCULATION OF REGISTRATION FEE
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Title
of Each Class ofSecurities to be Registered
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Amount
to be Registered
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
shares deliverable under the Eldorado Gold Corporation Restricted
Share Unit Plan, Amended and Restated as of July 26,
2018
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4,000,000(1)
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$4.97(2)
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$19,880,000
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$2,410.00
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Common
shares issuable under the Eldorado Gold Corporation Incentive Stock
Option Plan, dated as of June 21, 2018
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-(4)
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-
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-
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-
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TOTAL
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4,000,000
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-
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$19,880,000
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$2,410.00
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(1)
Represents the
maximum number of common shares of the Registrant (as hereinafter
defined) deliverable upon redemption of the Restricted Share
Units.
(2)
The proposed
maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(c) and (h) based on the
average high and low prices for the Registrant’s common
shares on March 26, 2019, as quoted on the NYSE.
(3)
Represents the
maximum number of common shares of the Registrant issuable upon
redemption of the Performance Share Units.
(4)
This filing is
being made to include the Registrant’s Incentive Stock Option
Plan, dated as of June 21, 2018 but does not register any
additional shares.
EXPLANATORY NOTE
This
registration statement on Form S-8 (the “Registration
Statement”) is being filed for the purpose of registering an
additional 4,000,000 common shares (the “Common
Shares”), of Eldorado Gold Corporation (the
“Registrant” or “Company”) for issuance
pursuant to (i) the redemption of restricted share units (the
“RSUs”) under the Eldorado Gold Corporation Amended and
Restated Restricted Share Unit Plan dated July 26, 2018, as amended
and restated as of March 27, 2019 (the “RSU Plan”), and
(ii) the exercise of options granted or to be granted under the
Registrant’s Incentive Stock Option Plan, dated as of June
21, 2018 (the “ESOP”), which amends and restates on a
combined basis the Registrant’s Incentive Stock Option Plan,
Employees, Consultants & Advisors, Amended and Restated as of
May 1, 2014 and the Registrant’s Incentive Stock Option Plan
Officers & Directors, Amended and Restated as of May 1, 2014.
Such number of Common Shares gives effect to the Registrant’s
5-for-1 share consolidation that became effective on December 27,
2018 (the “Share Consolidation”).
On
September 4, 2007, the Registrant filed a Registration Statement on
Form S-8 (SEC File No. 333-145854) to register 8,100,331 common
shares (on a pre-Share Consolidation basis, 1,620,067 common shares
on a post-Share Consolidation basis) of the Registrant issuable
upon exercise of options or rights granted or to be granted under
the Registrant’s Incentive Stock Option Plan, Employees,
Consultants & Advisors, Amended and Restated as of April 28,
2005 and the Registrant’s Incentive Stock Option Plan,
Officers & Directors, Amended and Restated as of April 28,
2005. The Form S-8 (SEC File No. 333-145854) acted as a
post-effective amendment, pursuant to Rule 429 of the Securities
Act of 1933, as amended, to the Registrant’s Registration
Statements on Form S-8 (SEC File No. 333-122683) and (SEC File No.
333-107138).
On
October 7, 2008, the Registrant filed a Registration Statement on
Form S-8 (SEC File No. 333-153894) to register an additional
6,127,171 common shares (on a pre-Share Consolidation basis,
1,225,435 common shares on a post-Share Consolidation basis) of the
Company issuable upon exercise of options or rights granted or to
be granted under the Registrant’s Incentive Stock Option
Plan, Employees, Consultants & Advisors, Amended and Restated
as of May 1, 2008 and the Registrant’s Stock Option Plan,
Officers & Directors, Amended and Restated as of May 1,
2008.
On June
30, 2009, the Registrant filed a Registration Statement on Form S-8
(SEC File No. 333-160349) to register an additional 8,462,258
common shares (on a pre-Share Consolidation basis, 1,692,452 common
shares on a post-Share Consolidation basis) of the Registrant
issuable upon exercise of options or rights granted or to be
granted under the Registrant’s Incentive Stock Option Plan,
Employees, Consultants & Advisors, Amended and Restated as of
May 7, 2009, and the Registrant’s Incentive Stock Option
Plan, Officers & Directors, Amended and Restated as of May 7,
2009.
On May
6, 2010, the Registrant approved a reload of common shares issuable
upon exercise of options under the Company’s Incentive Stock
Option Plan, Employees, Consultants & Advisors, Amended and
Restated as of May 7, 2009, and the Company’s Incentive Stock
Option Plan, Officers & Directors, Amended and Restated as of
May 7, 2009, of 3,995,166 (on a pre-Share Consolidation basis,
799,034 common shares on a post-Share Consolidation basis) and
1,665,000 (on a pre-Share Consolidation basis, 333,000 common
shares on a post-Share Consolidation basis),
respectively.
On
August 9, 2011, the Registrant filed a Registration Statement on
Form S-8 (SEC File No. 333-176184) to register an additional
17,937,921 common shares (on a pre-Share Consolidation basis,
3,587,585 common shares on a post-Share Consolidation basis) of the
Registrant issuable upon exercise of options or rights granted or
to be granted under the Registrant’s Incentive Stock Option
Plan, Employees, Consultants & Advisors, Amended and Restated
as of May 5, 2011, and the Registrant’s Incentive Stock
Option Plan, Officers & Directors, Amended and Restated as of
May 5, 2011.
Effective
March 16, 2011 the Registrant authorized the adoption of the RSU
Plan, as amended and restated as of October 25, 2012, as of
February 21, 2013 and as of February 20, 2014.
On May
1, 2014, the Registrant’s shareholders authorized amendments
to Section 4.1 of the Registrant’s Incentive Stock Option
Plan, Employees, Consultants & Advisors, and Section 4.1 of
Incentive Stock Option Plan, Officers & Directors setting the
maximum aggregate number of common shares issuable upon exercise of
options granted pursuant to the Registrant’s Incentive Stock
Option Plan, Employees, Consultants & Advisors and the
Company’s Incentive Stock Option Plan, Officers &
Directors from and after May 1, 2014 at 30,875,315 (on a pre-Share
Consolidation basis, 6,175,063 common shares on a post-Share
Consolidation basis) and 17,048,803 (on a pre-Share Consolidation
basis, 3,409,761 common shares on a post-Share Consolidation basis)
respectively (among other changes) and approved the Incentive Stock
Option Plan, Employees, Consultant & Advisors, Amended and
Restated as of May 1, 2014 and Incentive Stock Option Plan,
Officers & Directors, Amended and Restated as of May 1,
2014.
On
August 5, 2014, Registrant filed a Registration Statement on Form
S-8 (SEC File No. 333-197861) to: (i) register an additional
17,000,000 common shares
(on a pre-Share Consolidation basis, 3,400,000 common shares on a
post-Share Consolidation basis) issuable upon exercise of options
granted under the Company’s Incentive Stock Option Plan,
Employees, Consultants & Advisors, Amended and Restated as of
May 1, 2014; (ii) register an additional 5,170,000 common shares
(on a pre-Share Consolidation basis, 1,034,000 common shares on a
post-Share Consolidation basis) issuable upon exercise of options
granted under the Company’s Incentive Stock Option Plan
Officers & Directors, Amended and Restated as of May 1, 2014;
(iii) register 3,130,000 common shares (on a pre-Share
Consolidation basis, 626,000 common shares on a post-Share
Consolidation basis) issuable on redemption of the PSUs; and (iv)
register 5,000,000 common shares (on a pre-Share Consolidation
basis, 1,000,000 common shares on a post-Share Consolidation basis)
deliverable on redemption of the RSUs.
On
March 22, 2018, the Registrant’s Board of Director’s
authorized the increase of the number of shares reserved for
issuance under the RSU Plan from 5,000,000 (on a pre-Share
Consolidation basis, 1,000,000 common shares on a post-Share
Consolidation basis) to 10,000,000 (on a pre-Share Consolidation
basis, 2,000,000 common shares on a post-Share Consolidation
basis).
On June
21, 2018, the Registrant’s shareholders authorized the
adoption of the ESOP, which replaced both, (i) the Incentive Stock
Option Plan, Employees, Consultants & Advisors, Amended and
Restated as of May 1, 2014, and (ii) the Incentive Stock Option
Plan, Officers & Directors, Amended and Restated as of May 1,
2014 (collectively, the “Prior Plans”). The ESOP
combined the terms of the Prior Plans into a single document and
did not increase the number of shares issuable upon exercise of
options granted under the Prior Plans.
On
March 27, 2019, the Registrant’s Board of Director’s
authorized the increase of the number of shares reserved for
issuance under the RSU Plan from 2,000,000 common shares on a
post-Share Consolidation basis to 5,000,000 common shares on a
post-Share Consolidation basis.
The
contents of the Registrant’s Registration Statement on Form
S-8 (File No. 333-145854), as filed with the SEC on September 4,
2007, are incorporated by reference herein. The contents of the
Registrant’s Registration Statement on Form S-8 (File No.
333-153894), as filed with the SEC on October 7, 2008, are
incorporated by reference herein. The contents of the
Registrant’s Registration Statement on Form S-8 (File No.
333-160349), as filed with the SEC on June 30, 2009, are
incorporated by reference herein. The contents of the
Registrant’s Registration Statement on Form S-8 (File No.
333-176184), as filed with the SEC on August 9, 2011, are
incorporated by reference herein. The contents of
Registrant’s Registration Statement on Form S-8 (File No.
333-197861), as filed with the SEC on August 5, 2014, are hereby
incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1.
Plan
Information.
Information
required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule
428 under the Act and Note 1 to Part I of Form S-8.
Item
2.
Registrant Information and Employee Plan Annual
Information.
Information
required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule
428 under the Act and Note 1 to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
Of Documents By Reference.
The
following documents which have been filed by us with the SEC are
incorporated in this registration statement by
reference:
(a)
Our Annual Report
on Form 40-F for the year ended December 31, 2018, filed with the
United States Securities and Exchange Commission (the
“SEC”) on March 29, 2019;
(b)
All other reports
filed by our Company under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 2018; and
(c)
The description of
our common shares contained in our Registration Statement on Form
8-A, as filed with the SEC on October 20, 2009, and as amended on
December 27, 2018, including any amendment or report filed for the
purpose of amending such description.
In
addition, all reports and documents filed by us under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all
securities being offered have been sold or which deregisters all
securities then remaining unsold, and any Form 6-K furnished by us
during such period or portions thereof that are identified in such
Form 6-K as being incorporated by reference into this registration
statement, shall be deemed to be incorporated by reference in and
to be part of this registration statement from the date of filing
of each such document.
Item
4.
Description
of Securities.
Not
applicable.
Item
5.
Interests
of Named Experts and Counsel.
None.
Item
6.
Indemnification
of Directors and Officers.
Bylaw
No. 1 of the Registrant provides that, subject to the provisions of
the Canada Business Corporations
Act, the Registrant shall indemnify each director or officer
or former director or officer of the Registrant and each other
individual who acts or has acted at the Registrant’s request
as a director or officer, or in a similar capacity, of another
entity, and each such individual’s respective heirs and
personal representatives (each, a “Qualified Person”),
against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by
the individual in a civil, criminal, administrative, investigative
or other proceeding the individual is involved because of that
association with the Registrant or other entity, provided that:
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(a)
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the
individual acted honestly and in good faith with a view to the best
interests of the Registrant or other entity; and
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(b)
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in the
case of a criminal or administrative action or proceeding that is
enforced by monetary penalty, the individual had reasonable grounds
for believing the conduct was lawful.
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The
Canada Business Corporations
Act has similar indemnification provisions as provided under
Bylaw No. 1 of the Registrant, and expressly provides that each
director or officer or former director or officer of the Registrant
or another individual who acts or has acted at the
Registrant’s request in a similar capacity of another entity
(each, a “Specified Qualified Person”) is entitled to
an indemnity from the Registrant in respect to all costs, charges
and expenses reasonably incurred by such individual in connection
with the defense of any civil, criminal, administrative,
investigative or other proceeding to which the individual is
subject because of the individual’s association with the
Registrant or other entity, if he or she (i) satisfies the
requirements of (a) and (b) above and (ii) was not judged by the
court or other competent authority to have committed any fault or
omitted to do anything that the individual ought to have
done.
The
Canada Business Corporations
Act provides that the Registrant with court approval may
indemnify a Specified Qualified Person in respect of all costs,
charges and expenses reasonably incurred by such individual in a
derivative action (an action by or on behalf of the Registrant or
other entity to procure judgment in its favor) to which the
individual is subject because of the individual’s association
with the Registrant or other entity if he or she satisfies the
requirements of (a) and (b) above. A similar provision is included
in By Law No. 1 of the Registrant in respect of Qualified
Persons.
Bylaw
No. 1 of the Registrant also provides that the Registrant may
advance monies to a Qualified Person for costs, charges and
expenses in a civil, criminal, administrative, investigative or
other proceeding the individual was involved because of his or her
association with the Registrant or other entity in accordance with
the Canada Business Corporations
Act. The Canada Business
Corporations Act also provides that the Registrant may
advance monies to a Specified Qualified Person for the costs,
charges and expenses reasonably incurred by him or her in
connection with a civil, criminal, administrative, investigative or
other proceeding to which he or she is subject to because of the
individual’s association with the Registration or other
entity; provided however he
or she shall repay such monies if:
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the
individual failed to act honestly and in good faith with a view to
the best interests of the Registrant or other entity;
or
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in the
case of a criminal or administrative action or proceeding that is
enforced by monetary penalty, the individual did not have
reasonable grounds for believing the conduct was
lawful.
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The
Registrant maintains Directors’ and Officers’ Liability
Insurance for its Directors.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
Item
7.
Exemption
from Registration Claimed.
Not
applicable.
Item
8.
Exhibits.
A list
of exhibits included as part of this registration statement is set
forth in the Exhibit Index to this registration
statement.
Item
9.
Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1)
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
into this registration statement.
(2)
That, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
EXHIBITS
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Number
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Exhibit
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Eldorado
Gold Corporation Amended and Restated Restricted Share Unit Plan
dated July 26, 2018, as amended and restated as of March 27,
2019
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Eldorado
Gold Corporation Incentive Stock Option Plan, dated as of June 21,
2018
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Opinion
of Fasken Martineau DuMoulin
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Consent
of Fasken Martineau DuMoulin (included in Exhibit 5.1)
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Consent
of KPMG LLP
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23.3
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Consent
of Mr. Antony Francis, FIMMM (incorporated by reference from
Exhibit 99.9 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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23.4
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Consent
of Mr. Colm Keogh, P.Eng. (incorporated by reference from Exhibit
99.10 of the Registrant’s Form 40-F Annual Report filed with
the SEC on March 29, 2019)
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23.5
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Consent
of Mr. Ertan Uludag, P.Geo. (incorporated by reference from Exhibit
99.11 of the Registrant’s Form 40-F Annual Report filed with
the SEC on March 29, 2019)
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23.6
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Consent
of Mr. Francois Chabot, Eng. (incorporated by reference from
Exhibit 99.12 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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23.7
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Consent
of Mr. Jacques Simoneau, P.Geo. (incorporated by reference from
Exhibit 99.13 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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23.8
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Consent
of Mr. John Nilsson, P.Eng. Nilsson Mine Services Ltd.
(incorporated by reference from Exhibit 99.14 of the
Registrant’s Form 40-F Annual Report filed with the SEC on
March 29, 2019)
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23.9
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Consent
of WSP Canada Inc. (incorporated by reference from Exhibit 99.15 of
the Registrant’s Form 40-F Annual Report filed with the SEC
on March 29, 2019)
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23.10
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Consent
of Mr. Patrick Forward, FIMMM (incorporated by reference from
Exhibit 99.16 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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23.11
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Consent
of Mr. Paul Skayman, FAusIMM and Chief Operating Officer of
Eldorado Gold Corporation (incorporated by reference from Exhibit
99.17 of the Registrant’s Form 40-F Annual Report filed with
the SEC on March 29, 2019)
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23.12
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Consent
of Mr. Peter Lewis, P.Geo. and Vice President, Exploration of
Eldorado Gold Corporation (incorporated by reference from Exhibit
99.18 of the Registrant’s Form 40-F Annual Report filed with
the SEC on March 29, 2019)
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23.13
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Consent
of Mr. Richard Miller, P.Eng. (incorporated by reference from
Exhibit 99.19 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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23.14
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Consent
of Mr. Rick Alexander, P.Eng. and Project Director of Eldorado Gold
Corporation (incorporated by reference from Exhibit 99.20 of the
Registrant’s Form 40-F Annual Report filed with the SEC on
March 29, 2019)
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23.15
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Consent
of Mr. Stephen Juras, P.Geo. and Director, Technical Services of
Eldorado Gold Corporation (incorporated by reference from Exhibit
99.21 of the Registrant’s Form 40-F Annual Report filed with
the SEC on March 29, 2019)
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23.16
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Consent
of Mr. David Sutherland, P.Eng. (incorporated by reference from
Exhibit 99.22 of the Registrant’s Form 40-F Annual Report
filed with the SEC on March 29, 2019)
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24.1
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Power
of Attorney (See Signature Pages)
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SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver,
Province of British Columbia, Canada on March 29,
2019.
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ELDORADO
GOLD CORPORATION
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/s/
George
Burns
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Name: George
Burns
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Title:
President, Chief Executive Officer and Director
(Principal
Executive Officer)
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/s/ Philip
Yee
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Name: Philip
Yee
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Title:
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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POWER OF ATTORNEY
Each
person whose signature appears below constitutes and appoints
George Burns and Philip Yee as his attorney-in-fact, with the power
of substitution, for them in any and all capacities, to sign any
amendments to this registration statement, and to file the same,
with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
|
Signature
|
|
Title
|
|
Date
|
|
/s/
George Burns
George
Burns
|
|
President,
Chief Executive Officer and Director
|
|
March
29, 2019
|
|
/s/
Philip Yee
Philip
Yee
|
|
Chief
Financial Officer
|
|
March
29, 2019
|
|
/s/
Geoffrey Handley
Geoffrey
Handley
|
|
Director
|
|
March
29, 2019
|
|
/s/
George Albino
George
Albino
|
|
Chairman
of the Board
|
|
March
29, 2019
|
|
/s/
Michael Price
Michael
Price
|
|
Director
|
|
March
29, 2019
|
|
/s/
Steven Reid
Steven
Reid
|
|
Director
|
|
March
29, 2019
|
|
/s/
Teresa Conway
Teresa
Conway
|
|
Director
|
|
March
29, 2019
|
|
/s/
Pamela Gibson
Pamela
Gibson
|
|
Director
|
|
March
29, 2019
|
|
/s/
John Webster
|
|
Director
|
|
March
29, 2019
|
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
|
/s/
George Albino
George
Albino
|
|
Authorized
Representative
in the
United States
|
|
March
29, 2019
|