Announcement PDF 1 of 1 17 AUGUST 2026 AMENDED CONSTITUTION Kantra Copper Limited (formerly Hillgrove Resources Limited, Kantra or Company) encloses, in accordance with ASX Listing Rule 15.4.2, a copy of its amended Constitution, which incorporates the change of Company name to Kantra Copper Limited, as approved by shareholders by special resolution at the General Meeting held on 17 August 2026. Authorised for release by the Board of Kantra Copper Limited. For more information contact: Mr Bob Fulker Mr Luke Anderson Chief Executive Officer & Managing Director Chief Financial Officer & Joint Company Secretary Tel: +61 (0)8 7070 1698 Tel: +61 (0)8 7070 1698 Ms Jane Brunton Head of Investor Relations & Growth Tel: +61 (0)8 7070 1698 MinterEllison | Constitution | page 1 ~*~ Constitution Kantra Copper Limited ACN 004 297 116 MinterEllison | Constitution | page 2 Constitution ~*~ Preliminary 7 1. Defined terms 7 2. Interpretation 8 3. Replaceable rules 9 Shares 9 4. Rights 9 5. Issue of Shares 9 6. Commission and brokerage 10 7. Trusts not recognised 10 8. Joint holders 10 9. Share certificates 10 10. Class meetings 11 11. Non marketable parcels 11 Calls 12 12. General 12 13. Instalments and amounts which become payable 13 14. Interest and expenses 13 15. Recovery of amounts due 13 16. Differentiation 13 17. Payment of calls in advance 14 Lien and forfeiture 14 18. Lien 14 19. Lien sale 15 20. Forfeiture notice 15 21. Forfeiture 15 22. Liability of former Member 16 23. Disposal of Shares 16 Transfer of Shares 17 24. General 17 25. Proportional takeover bid 17 MinterEllison | Constitution | page 3 26. Transfer procedure 18 27. Right to refuse registration 19 28. Restricted Securities 19 Transmission of Shares 20 29. Title on death 20 30. Entitlement to transmission 20 Changes to Share capital 21 31. Consolidation or division 21 Powers of attorney 21 32. Powers of attorney 21 General meetings 21 33. Calling general meeting 21 34. Notice 21 35. Business 22 Proceedings at general meetings 23 36. Member 23 37. Quorum 23 38. Chairperson 23 39. General conduct 24 40. Adjournment 24 41. Decisions 24 42. Taking a poll 25 43. Casting vote of chairperson 25 44. Admission to general meetings 25 45. Auditor's right to be heard 25 Votes of Members 26 46. Entitlement to vote 26 47. Unpaid calls 26 48. Joint holders 26 49. Objections 27 50. Votes by proxy 27 51. Document appointing proxy 28 MinterEllison | Constitution | page 4 52. Proxy in blank 28 53. Lodgement of proxy 28 54. Validity 29 55. Representatives of bodies corporate 29 Appointment and removal of Directors 29 56. Number of Directors 29 57. Qualification 30 58. Power to remove and appoint 30 59. Additional and casual Directors 30 60. Retirement by rotation 31 61. Nomination of Director 31 62. Vacation of office 31 Remuneration of Directors 32 63. Remuneration of Non-Executive Directors 32 64. Remuneration of Executive Directors 32 65. Retirement benefits 33 Powers and duties of Directors 33 66. Directors to manage Company 33 Proceedings of Directors 33 67. Directors' meetings 33 68. Decisions 34 69. Directors' interests 34 70. Alternate Directors 35 71. Remaining Directors 36 72. Chairperson 36 73. Delegation 36 74. Written resolutions 36 75. Validity of acts of Directors 37 76. Minutes 37 Executive Directors 37 77. Appointment 37 78. Powers of Executive Directors 38 MinterEllison | Constitution | page 5 Local management 38 79. General 38 80. Appointment of attorneys and agents 38 Secretary 39 81. Secretary 39 Seals 39 82. Common Seal 39 83. Duplicate Seal 40 84. Share Seal 40 Inspection of records 40 85. Times for inspection 40 Dividends and reserves 40 86. Dividends 40 87. Amend resolution to pay dividend 40 88. No interest 41 89. Reserves 41 90. Dividend entitlement 41 91. Deductions from dividends 41 92. Distribution of assets 41 93. Payment 42 94. Election to reinvest dividend 42 95. Election to accept Shares in lieu of dividend 42 96. Unclaimed dividends 43 97. Capitalisation of profits 43 Notices 44 98. Service of notices 44 99. Persons entitled to notice 45 Audit and financial records 45 100. Company to keep financial records 45 Winding up 45 101. Winding up 45 MinterEllison | Constitution | page 6 Indemnity 46 102. Indemnity 46 103. Shareholder disclosure 46 MinterEllison | Constitution | page 7 Preliminary 1. Defined terms 1.1 In this Constitution: Alternate Director means a person appointed as an alternate director under clause 70. Approving Resolution means a resolution passed in accordance with clause 25. Approving Resolution Deadline in relation to a proportional takeover bid means the day that is the 14th day before the last day of the bid period. ASX Settlement means ASX Settlement Pty Limited ABN 49 008 504 532. ASX Settlement Rules means the operating rules of ASX Settlement. ASX means ASX Limited ABN 98 008 624 691. ASX Listing Rules means the listing rules of ASX and any other rules of ASX applicable to the Company or the Shares while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Auditor means the Company's auditor. Business Day has the same meaning as in the ASX Listing Rules. CHESS Holding has the same meaning as in the ASX Settlement Rules. Company means Kantra Copper Limited. Constitution means the constitution of the Company as amended from time to time. Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Company. CS Facility Rules means the operating rules of an applicable CS facility licensee. Director means a person appointed to the position of a director of the Company and where appropriate, includes an Alternate Director. Directors means all or some of the Directors acting as a board. Dispose has the same meaning as in the ASX Listing Rules. Dividend includes bonus. Executive Director has the meaning given by clause 77.2. Holding Lock has the same meaning as in the ASX Listing Rules. Issuer Sponsored Holding has the same meaning as in the ASX Settlement Rules. Managing Director means a Director appointed as managing director under clause 77.1. Marketable Parcel has the same meaning as in the business rules of ASX in force from time to time. Member means a person who is a member of the Company under the Corporations Act. Non-Executive Director means a Director who is not an Executive Director. MinterEllison | Constitution | page 8 Non Marketable Parcel means a parcel of securities that is less than a Marketable Parcel. Register means the register of Members of the Company. Representative means a person appointed by a Member to act as its representative under clause 55.1. Restricted Securities has the same meaning as in the ASX Listing Rules. Restriction Deed has the same meaning as in the ASX Listing Rules. Seal means the Company's common seal. Secretary means any person appointed by the Directors to perform any of the duties of a secretary of the Company and if more than one person is appointed, any one or more of such persons. Securities has the same meaning as in the ASX Listing Rules. Shares means shares in the share capital of the Company. 1.2 In this Constitution, except where the context otherwise requires, an expression in a clause of this Constitution has the same meaning as in the Corporations Act. Where the expression has more than one meaning in the Corporations Act and a provision of the Corporations Act deals with the same matter as a clause of this Constitution, that expression has the same meaning as in that provision. 2. Interpretation 2.1 In this Constitution, except where the context otherwise requires: (a) the singular includes the plural and vice versa, and a gender includes other genders; (b) another grammatical form of a defined word or expression has a corresponding meaning; (c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Constitution, and a reference to this Constitution includes any schedule or annexure; (d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; (e) a reference to A$, $A, dollar or $ is to Australian currency; and (f) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions. 2.2 Headings are for ease of reference only and do not affect interpretation. 2.3 The Corporations Act prevails over any inconsistency with: (a) this Constitution; (b) the ASX Listing Rules; and (c) the CS Facility Rules. 2.4 For so long as the Company is admitted to the Official List of the ASX, the following clauses apply: (a) Notwithstanding anything contained in this Constitution, if the ASX Listing Rules prohibit an act being done, the act shall not be done. MinterEllison | Constitution | page 9 (b) Nothing contained in this Constitution prevents an act being done that the ASX Listing Rules require to be done. (c) If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). (d) If the ASX Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision. (e) If the ASX Listing Rules require this Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. (f) If any provision of this Constitution is or becomes inconsistent with the ASX Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency. 3. Replaceable rules The provisions of the Corporations Act that apply to certain companies as replaceable rules are displaced by this Constitution in their entirety and do not apply to the Company. Shares 4. Rights Subject to this Constitution and to the terms of issue of Shares, all Shares attract the following rights: (a) the right to receive notice of and to attend and vote at all general meetings of the Company; (b) the right to receive dividends; and (c) in a winding up or a reduction of capital, the right to participate equally in the distribution of the assets of the Company (both capital and surplus), subject to any amounts unpaid on the Share and, in the case of a reduction, to the terms of the reduction. 5. Issue of Shares 5.1 Subject to the Corporations Act, the ASX Listing Rules and this Constitution, the Directors may issue and allot, or dispose of, Shares: (a) on terms determined by the Directors; (b) at the issue price that the Directors determine; and (c) to Members whether in proportion to their existing shareholdings or otherwise, and to such other persons as the Directors may determine. 5.2 The Directors' power under clause 5.1 includes the power to: (a) grant options over unissued Shares; (b) issue and allot Shares: (i) with any preferential, deferred or special rights, privileges or conditions; (ii) with any restrictions in regard to dividend, voting, return of capital or otherwise; (iii) which are liable to be redeemed; MinterEllison | Constitution | page 10 (iv) which are bonus Shares for whose issue no consideration is payable to the Company; or (v) which have any combination of the characteristics described in clauses 5.2(b)(i) to 5.2(b)(iv) inclusive. 6. Commission and brokerage Any brokerage or commission which may be paid by the Company may be made in cash, by the issue and allotment of Shares, or the issue of debentures, or by a combination of any of those methods. 7. Trusts not recognised 7.1 Except as required by law, the CS Facility Rules or as otherwise provided by this Constitution, the Company will not recognise any person as holding a Share on trust and the Company will not be bound to recognise any equitable, contingent, future or partial interest or any other right in respect of a Share except the registered holder's absolute right of ownership. 7.2 This clause 7 applies even if the Company has notice of the relevant trust, interest or right. 8. Joint holders 8.1 If two or more persons are registered as the holders of a Share, they are taken to hold the Share as joint tenants with benefit of survivorship and the person whose name appears first on the Register is the only joint holder entitled to receive notices from the Company. 8.2 Any one of the joint holders of a Share may give an effective receipt for any dividend or return of capital payable to the joint holders. 8.3 The Company is entitled to and in respect of CHESS Holdings, must: (a) record the names of only the first four joint holders of a Share on the Register; (b) regard the four joint holders of a Share appearing first on the Register as the registered holders of that Share to the exclusion of any other holders; and (c) disregard the entitlement of any person to be registered on the Register as a holder if the name of the person would appear on the Register after the first four holders for that Share. 9. Share certificates 9.1 The Directors will not, unless they determine otherwise or the ASX Listing Rules require, issue a certificate to a Member for any Shares registered in the Member's name or record any holding as held on a certificated sub-register. 9.2 Any certificate for Shares must be issued and despatched in accordance with the Corporations Act, the ASX Listing Rules and the CS Facility Rules. 9.3 Subject to the ASX Listing Rules, the Directors may in their absolute discretion elect whether to maintain a certificated sub-register for any class of Shares. 9.4 Subject to the ASX Listing Rules and the CS Facility Rules, Shares may be held on any sub- register maintained by or on behalf of the Company or on any branch register kept by the Company. 9.5 The Directors may order worn out or defaced certificates to be cancelled and, if necessary, replaced by new certificates. MinterEllison | Constitution | page 11 10. Class meetings 10.1 The rights attached to any class of Shares may be varied in accordance with the Corporations Act. 10.2 The provisions of this Constitution relating to general meetings apply, with necessary changes, to a meeting of a class of Members holding Shares in that class as if it was a general meeting except that: (a) a quorum is two persons holding or representing by proxy, attorney or Representative not less than 5% of the Shares of the class or, if there is one holder of Shares in the class, that holder or a proxy, attorney or representative of that holder; and (b) any five holders, or holders of Shares of the class present in person or by proxy, attorney or Representative who can vote not less than 5% of all votes held by Members of that class, may demand a poll. 11. Non marketable parcels 11.1 If one or more Members hold less than a Marketable Parcel of Shares, the Directors may invoke the procedure for the sale of Shares under this clause 11 (Procedure). 11.2 To invoke the Procedure, the Directors must give each Member (or each Member whose Shares are not held in a CHESS Holding) who holds less than a Marketable Parcel of Shares (Eligible Member) written notice (Notice of Divestiture) that complies with this clause 11. 11.3 A Notice of Divestiture given to a Member must: (a) state that the Shares referred to in the Notice of Divestiture are liable to be sold in accordance with the Procedure if the Member does not advise the Company before a specified date (Relevant Date) that the Member wishes to keep those Shares; and (b) if the Member holds Shares in a CHESS Holding, contain a statement to the effect that if those Shares remain in a CHESS Holding after the Relevant Date, the Company may, without further notice, move those Shares from the CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding for the purposes of divestment by the Company in accordance with the Procedure. 11.4 The Relevant Date must be six weeks or more after the date that the Notice of Divestiture is sent. 11.5 A copy of a Notice of Divestiture must be given to any other person required by the CS Facility Rules. 11.6 If an Eligible Member on whom a Notice of Divestiture has been served, wants to keep the Shares referred to in the Notice of Divesture, the Eligible Member must give the Company written notice before the Relevant Date, advising the Company that the Member wants to keep those Shares in which event the Company will not sell the Shares. 11.7 If an Eligible Member on whom a Notice of Divestiture has been served does not give the Company written notice before the Relevant Date advising the Company that the Eligible Member wants to keep the Shares referred in the Notice of Divestiture, the Company may: (a) if the Member holds those Shares in a CHESS Holding, move those Shares from the CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding; and (b) in any case, sell those Shares in accordance with the Procedure, but only if the Shares held by the Eligible Member on the Relevant Date is less than a Marketable Parcel. MinterEllison | Constitution | page 12 11.8 Any Shares which may be sold under this clause 11 may be sold on the terms, in the manner (whether on-market, by private treaty, through a share sale facility established by, on behalf or, or at the request of the Company, or otherwise) and at the time or times determined by the Directors and, for the purposes of a sale under this clause 11, each Eligible Member: (a) appoints the Company as the Eligible Member's agent for sale; (b) authorises the Company to effect on the Eligible Member's behalf a transfer of the Shares sold and to deal with the proceeds of the sale of the Shares in accordance with clause 11.10; (c) appoints the Company, its Directors and the Secretary jointly and severally as the Eligible Member's attorneys to execute an instrument or take other steps, in the Eligible Member's name and on the Eligible Member's behalf, as they or any of them may consider appropriate to transfer the Shares sold; and (d) authorises each of the attorneys appointed under clause 11.8(c) to appoint an agent to do a thing referred to in clause 11.8(c). 11.9 The title of the transferee to Shares acquired under this clause 11 is not affected by an irregularity or invalidity in connection with the sale of Shares to the Transferee. 11.10 The proceeds of any sale of Shares under this clause 11 less any unpaid calls and interest (Sale Consideration) will be paid to the relevant Member or as that Member may direct. 11.11 The Company will hold the Sale Consideration in trust for the Member whose Shares are sold under this clause and will forthwith notify the Member in writing that the Sale Consideration in respect of the Member's Shares has been received by the Company and is being held by the Company pending instructions from the Member as to how it is to be dealt with. If the Member has been issued with a share certificate or certificates, the Member's instructions, to be effective, must be accompanied by the share certificate or certificates to which the Sale Consideration relates or, if the certificate or certificates has or have been lost or destroyed, by a statement and undertaking under subsection 1070D(5) of the Corporations Act. 11.12 Subject to the Corporations Act, the Company or the purchaser will bear all costs, including brokerage and stamp duty, associated with the sale of any Shares under this clause. 11.13 The Procedure may only be invoked once in any 12 month period after its adoption or renewal. 11.14 If the Procedure has been invoked and there is an announcement of a takeover bid for Shares, no more sales of Shares may be made under this clause 11 until after the close of the offers made under the takeover. The Procedure may then be invoked again. Calls 12. General 12.1 Subject to the Corporations Act and the terms on which partly paid Shares are issued, the Directors may make calls on the holders of the Shares for any money unpaid on them. 12.2 A call is made when the resolution of the Directors authorising it is passed. 12.3 The Directors may revoke or postpone a call before its due date for payment. 12.4 The Directors may require a call to be paid by instalments. 12.5 The Company must comply with the Corporations Act and the ASX Listing Rules in relation to the dispatch and content of notices to Members on whom a call is made. MinterEllison | Constitution | page 13 12.6 A Member to whom notice of a call is given in accordance with this clause 12 must pay to the Company the amount called in accordance with the notice. 12.7 Failure to send a notice of a call to any Member or the non-receipt of a notice by any Member does not invalidate the call. 12.8 Joint holders of Shares are jointly and severally liable to pay all calls in respect of their Shares. 13. Instalments and amounts which become payable If: (a) the Directors require a call to be paid by instalments; or (b) an amount becomes payable by the terms of issue of Shares on allotment, or at a time or in circumstances specified in the terms of issue, then: (c) every instalment or the amount payable under the terms of issue is payable as if it were a call made by the Directors and as if they had given notice of it; and (d) the consequences of late payment or non-payment of an instalment or the amount payable under the terms of issue are the same as the consequences of late payment or non-payment of a call. 14. Interest and expenses If an amount called is not paid on or before the due date, the person liable to pay the amount must also pay: (a) interest on the amount from the due date to the time of actual payment at a rate determined by the Directors (not exceeding 20% per annum); and (b) all expenses incurred by the Company as a consequence of the non-payment, but the Directors may waive payment of the interest and expenses in whole or in part. 15. Recovery of amounts due On the hearing of any action for the recovery of money due for any call, proof that: (a) the name of the person sued was, when the call was made, entered in the Register as a holder or the holder of Shares in respect of which the call was made; (b) the resolution making the call is duly recorded in the Directors' minute book; and (c) notice of the call was given to the person sued, will be conclusive evidence of the debt. 16. Differentiation The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment. MinterEllison | Constitution | page 14 17. Payment of calls in advance 17.1 The Directors may accept from a Member the whole or part of the amount unpaid on a Share before the amount accepted has been called. 17.2 The Company may: (a) pay interest on any amount accepted, until the amount is payable under a call and at a rate (not exceeding 20% per annum) agreed between the Member and the Directors; and (b) subject to any contract between the Company and the Member, repay all or any of the amount accepted in excess of the amount called on the Share. 17.3 Payment of an amount in advance of a call does not entitle the paying Member to any: (a) dividend, benefit or advantage, other than the payment of interest under this clause 17; or (b) voting right, to which the Member would not have been entitled if it had paid the amount when it became due. Lien and forfeiture 18. Lien 18.1 To the extent permitted by the ASX Listing Rules, the Company has a first and paramount lien on every partly paid Share and dividends payable in respect of the Share for all money: (a) due and unpaid to the Company at a fixed time, in respect of the Share; (b) presently payable by a holder or the holder of the Share, or the holder's estate, to the Company in respect of the Share; or (c) which the Company is required by law to pay (and has paid) in respect of the Share. 18.2 The lien extends to reasonable interest and expenses incurred because the amount is not paid. 18.3 If any law for the time being of any country, state or place imposes or purports to impose an immediate or contingent liability on the Company to make any payment or authorises a taxing authority or Government official to require the Company to make payment in respect of Shares or dividends or other moneys accruing due to the Member who holds the Shares: (a) the Member or, if the Member is deceased, the Member's legal personal representative, indemnifies the Company in respect of any such payment or liability; and (b) subject to the Corporations Act and the ASX Listing Rules, the Company: (i) has a lien on the Shares and dividends and other moneys payable in respect of the Shares, whether the Shares are held by the Member solely or jointly with another person in respect of any payment made or liability incurred by the Company, together with reasonable expenses and interest on any payment made by the Company at a rate to be fixed by the Directors not exceeding 20% per annum from the date of payment by the Company to the date of repayment by the Member; (ii) may set off amounts so paid by the Company against amounts payable by the Company to the Member as dividends or otherwise; and (iii) may recover as a debt due from the Member or its legal personal representative the amount of all payments made by the Company together with reasonable expenses and interest at the rate and for the period referred to in clause 18.3(b)(i). MinterEllison | Constitution | page 15 18.4 The Company may do all things which the Directors think necessary or appropriate to do under the ASX Listing Rules and the CS Facility Rules to enforce or protect the Company's lien. 18.5 Unless the Directors determine otherwise, the registration of a transfer of a Share operates as a waiver of the Company's lien on the Share. 18.6 The Directors may declare a Share to be wholly or partly exempt from a lien. 19. Lien sale If: (a) the Company has a lien on a Share for money presently payable; (b) the Company has given the Member or the Member's executors or administrators (as the case may be) holding the Share written notice demanding payment of the money; and (c) that Member fails to pay all of the money demanded, then 14 or more days after giving the notice, the Directors may, if the ASX Listing Rules permit, sell the Share in any manner determined by them. 20. Forfeiture notice 20.1 The Directors may at any time after a call or instalment becomes payable and remains unpaid by a Member, serve a notice on the Member requiring the Member to pay all or any of the following: (a) the unpaid amount; (b) any interest that has accrued; and (c) all expenses incurred by the Company as a consequence of the non-payment. 20.2 The notice under clause 20.1 must: (a) specify a day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice must be made; and (b) state that if a Member does not comply with the notice, the Shares in respect of which the call was made or instalment is payable will be liable to be forfeited. 21. Forfeiture 21.1 If a Member does not comply with a notice served under clause 20, then any or all of the Shares in respect of which the notice was given may be forfeited under a resolution of the Directors. 21.2 Unpaid dividends in respect of forfeited Shares will also be forfeited. 21.3 On forfeiture, Shares become the property of the Company and forfeited Shares must be: (a) if the ASX Listing Rules permit, sold, disposed of, or cancelled on terms determined by the Directors; or (b) offered by public auction in accordance with any requirements of the ASX Listing Rules. 21.4 The Directors may, at any time before a forfeited Share is sold, disposed of or cancelled, annul the forfeiture of the Share on conditions determined by them. 21.5 Promptly after a Share has been forfeited: (a) notice of the forfeiture must be given to the Member in whose name the Share was registered immediately before its forfeiture; and MinterEllison | Constitution | page 16 (b) the forfeiture and its date must be noted in the Register. 21.6 Omission or neglect to give notice of or to note the forfeiture as specified in clause 21.5 will not invalidate a forfeiture. 22. Liability of former Member 22.1 The interest of a person who held Shares which are forfeited is extinguished but subject to the ASX Listing Rules, the former Member remains liable to pay: (a) all money (including interest and expenses) that was payable by the Member to the Company at the date of forfeiture in respect of the forfeited Shares; and (b) interest from the date of forfeiture until payment of the money referred to in clause 22.1(a), of this clause at a rate determined by the Directors (not exceeding 20% per annum). 22.2 A former Member's liability to the Company ceases if and when the Company receives payment in full of all money (including interest and expenses) payable by the former Member in respect of the Shares. The liability may only be released or waived in accordance with the ASX Listing Rules. 23. Disposal of Shares 23.1 The Company may: (a) receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share, or a Share sold under a lien sale; and (b) effect a transfer of the Share in favour of a person to whom the Share is sold or disposed of. 23.2 The purchaser of the Share: (a) is not bound to check the regularity of the sale or the application of the purchase price; (b) obtains title to the Share despite any irregularity in the sale; and (c) will not be subject to complaint or remedy by the former holder of the Share in respect of the purchase. 23.3 A statement signed by a Director and the Secretary that the Share has been regularly forfeited and sold or reissued or regularly sold without forfeiture to enforce a lien, is