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Exhibit #1
FORM 9
BUSINESS CORPORATIONS ACT
(SECTION 179)
ALBERTA
CONSUMER AND CORPORATE AFFAIRS ARTICLES OF AMALGAMATION
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1. NAME OF AMALGAMATED CORPORATION 2. CORPORATE ACCESS NO.
BIRCH MOUNTAIN RESOURCES LTD. 20679269
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3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE
CORPORATION IS AUTHORIZED TO ISSUE:
The Corporation is authorized to issue an unlimited number of shares
designated as Common Shares, an unlimited number of shares designated
as Non-Voting Shares and an unlimited number of shares designated as
Preferred Shares.
(a) Common Shares and Non-Voting Shares
The Common Shares and the Non-Voting Shares shall have attached to them
the rights, privileges, restrictions and conditions as hereinafter set
forth.
(i) Except for meetings at which only holders of another specified
class or series of shares of the Corporation are entitled to vote
separately as a class or series, each holder of a Common Share is
entitled to receive notice of, to attend and to vote at all meetings of
the shareholders of the Corporation. Each holder of Common Shares is
entitled to 1 vote for each Common Share held.
Except when required under the Business Corporations Act (Alberta), a
holder of a Non-Voting Share is not, as such, entitled to receive
notice of, sign a requisition for, aid in the calling of, attend or
vote at meetings of shareholders of the Corporation. A holder of a
Non-Voting Share is not, as such, entitled to participate in the
management of the Corporation.
(ii) Subject to the rights, privileges, restrictions and conditions
attached to any Preferred Share of the Corporation, the directors may
from time to time declare a dividend, and the Corporation shall pay
thereon out of money of the Corporation properly applicable to the
payment of the dividend, a limited dividend payable to the holders of
the Common Shares or the Non-Voting Shares to the exclusion of the
holders of the remaining class of shares, or a general dividend payable
to the holders of both the Common Shares and the Non-Voting Shares. For
the purpose of these articles, the holders of a particular class of
shares entitled to receive a limited dividend shall be determined from
time to time by the directors whose determination shall be conclusive
and binding upon the Corporation and the holders of Common Shares and
Non-Voting Shares.
(iii) Subject to the rights, privileges, restrictions and conditions
attached to any Preferred Shares of the Corporation in the event of
liquidation, dissolution or winding-up of the Corporation or upon any
distribution of the assets of the Corporation among its
shareholders being made (other than by way of dividend of out money
properly applicable to the payment of dividends) the holders of each of
the Common Shares and Non-Voting Shares shall be entitled to share
equally.
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ARTICLES OF AMALGAMATION
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(b) Preferred Shares
The Preferred Shares shall have attached to them, as a class, the
rights, privileges, restrictions and conditions as hereinafter set
forth.
(i) The directors of the Corporation may, from time to time, issue the
Preferred Shares in one or more series, each series to consist of the
number of shares as may before issuance thereof, be determined by the
directors.
(ii) The directors of the Corporation may, by resolution (subject as
provided in these articles) fix before issuance the designation,
rights, privileges, restrictions and conditions to be attached to the
Preferred Shares of each series, including, without limiting the
generality of the foregoing, the rate, form, entitlement and payment of
preferential dividends, the redemption price, terms, procedures and
conditions of redemption, if any, voting rights and conversion rights,
(if any) and any sinking fund, purchase fund or other provision
attaching to the Preferred Shares of that series. No shares of any
series shall be issued until the directors have filed articles of
amendment with the Registrar of Corporations, or such designated person
in any other jurisdiction in which the Corporation may be continued.
(iii) If any cumulative dividends or amount payable on return of
capital in respect of a series of shares are not paid in full, the
shares of all series participate ratably in respect of accumulated
dividends and return of capital.
(iv) The Preferred Shares are entitled to preference over the Common
Shares, the NonVoting Shares and any other shares of the Corporation
ranking junior to the Preferred Shares with respect to the payment of
dividends, if any, and in the distribution of assets in the event of
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or any other distribution of the assets of
the Corporation among its shareholders for the purpose of winding up
its affairs, and may also be given other preferences over the Common
Shares, Non-Voting Shares and any other shares of the Corporation
ranking junior to the Preferred Shares as may be fixed by the
resolution of the directors as to the respective series authorized to
be issued.
(v) The Preferred Shares of each series rank on a parity with the
Preferred Shares of every other series with respect to priority and
payment of dividends and in the distribution of assets in the event of
liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, exclusive of any conversion rights that may
affect the aforesaid.
(vi) No dividends may at any time be declared, paid or set apart for
payment on any shares of the Corporation ranking junior to the
Preferred Shares unless all dividends, if any, up to and including the
dividends payable for the last completed period for which the
dividends are payable on each series of Preferred Shares then issued
and outstanding, have been declared and paid or set apart for payment
at the date of the declaration, payment or setting apart for payment on
the shares of the Corporation ranking junior to the Preferred Shares.
The Corporation may not call for redemption, redeem, purchase for
cancellation,
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ARTICLES OF AMALGAMATION
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reduce or otherwise pay off any of the Preferred Shares (less than the
total amount then outstanding) or any shares of the Corporation ranking
junior to the Preferred Shares unless all dividends up to and including
the dividends payable, if any, for the last completed period for which
the dividends are payable on each series of the Preferred Shares then
issued and outstanding have been declared and paid or set apart for
payment at the date of the call for redemption, purchase, reduction or
other payment.
(vii) Preferred Shares of any series may be purchased for cancellation
or made subject to redemption by the Corporation out of capital
pursuant to the provisions of the Business Corporations Act (Alberta)
if the directors so provide in the resolution of the directors relating
to the issuance of the Preferred Shares of that series, and upon any
other terms or conditions that may be specified in the designations,
rights, privileges, restrictions and conditions attached to the
Preferred Shares of that series as provided in the resolution of the
directors and the articles of amendment relating to the issuance of
that series.
(viii) The holders of the Preferred Shares are not, as such, entitled
as of right to subscribe for or purchase or receive any part of any
issue of shares or bonds, debentures or other securities of the
Corporation now or hereafter authorized.
(ix) No class of shares may be created or rights and privileges
increased to rank in parity or priority with the Preferred Shares with
regard to the rights and privileges thereof and without limiting the
generality of the foregoing, capital and dividends, without the
approval of the holders of the Preferred Shares as required under the
Business Corporations Act (Alberta).
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4. RESTRICTIONS IF ANY ON SHARE TRANSFERS:
None.
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5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:
There shall be a minimum of one (1) director and a maximum of fifteen
(15).
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6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:
None.
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7. OTHER PROVISIONS, IF ANY:
The directors may, between annual general meetings, appoint one or more
additional directors of the Corporation to serve until the next annual
general meeting, but the number of additional directors shall not at
any time exceed 1/3 of the number of directors who held office at the
expiration of the last annual meeting of the Corporation.
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ARTICLES OF AMALGAMATION
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8. NAME OF AMALGAMATING CORPORATIONS: CORPORATE ACCESS NO.:
BIRCH MOUNTAIN RESOURCES LTD. 20628484
BIRCH MOUNTAIN MINERALS LTD 20595198
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9. DATE SIGNATURE TITLE
December 20, 1995 /s/ Douglas Rowe Director
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Douglas Rowe
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FOR DEPARTMENTAL USE ONLY FILED
