EXHIBIT 3.7
ONTARIO CORPORATION NUMBER
736045
Ministry of
Consumer and
Commercial
Ontario Relator's
CORRECTED CERTIFICATE
This is a corrected certificate endorsed
pursuant to Section 2/3 of the Business
Corporation Act, 1982 and effective on
September 22, 1987
Director
Companies branch
------------------ -------------------------------------------------------------
ARTICLES OF CONTINUANCE
Form 6 1. The name of the corporation is:
Business
Corporations KAYTY EXPORATION LTD.
------------------------------------------------------
Act. 1982
2. The corporation is to be continued under the name (if
different from 1):
KAYTY INC.
-------------------------------------------------------
3. Name of jurisdiction the corporation is leaving:
ALBERTA
------------------------------------------------------
(Name of Jurisdiction)
4. Date of incorporation/amalgamation
Eighteen March 1981
------------------------------------------------------
(Day, Month, Year)
<PAGE>
5. The address of the registered office in Ontario is:
7th Floor, 2 First Canadian Place, P.). Box 449,
------------------------------------------------
(Street & Number, or R.R. Number & it Multi-Office
Building give Room Number)
City of Toronto, County of New York, M5XIJ7
------------------------------------------------------
(Name of Municipally or Post Office)
<TABLE>
<S> <C>
Toronto in the York
------------------------------------------ ----------------------------------------
(Name of Municipality Geographic Township) (County, District, Regional Municipality)
</TABLE>
6. Number (or minimum and maximum number of directors is:
A Minimum of 2 and a maximum of 7
<TABLE>
<S> <C> <C>
7. The directors of the corporation are: Administrative:
First name, initials and surname Resident
Canadian
State
Yes or No
E. Roy Birkett 137 Hillhurst Blvd, Yes
Toronto, Ontario, M5N 1N7
James R. Britton Suite 516, 518 Moberlby Road Yes
Vancouver, B.C. V5Z 4G3
</TABLE>
8. Restrictions, if any, on business the corporation may
carry on or on powers the corporation may exercise:
No Restrictions
9. The classes and any maximum number of shares that the
corporation is authorized to issue.
60,000,000 Common Shares without nominal or par value
10,000,000 Preferred Shares without nominal or par
value
Both Classes of shares are consolidated on a 10 old
shares of Kayty Exploration Ltd. for 1 new share of
Kayty Inc.
10. Rights, privileges, restrictions and conditions (if
any) attaching to each class of shares and directors
authority with respect to any class of shares which may
be issued in series.
Both classes of shares are consolidated on a 10 old
shares of Kayty Exploration Ltd. for 1 new share of
Kayty Inc.
<PAGE>
60,000,000 common Shares without nominal or par value
(6,000,000 Kayty Inc.) the holders of which are
entitled:
(i) to attend and vote at all meetings of shareholders,
except meetings at which only holders of a specified
class of shares (other than the Common Shares) are
entitled to vote:
(ii) to receive any dividend declared by the corporation on
the Common Shares.
(iii) subject to the rights, privileges, restrictions and
conditions attached to any other class of shares of the
Corporation, to receive, pari passu with the other
classes of common shares, the remaining property of the
Corporation upon dissolution, and
(iv) to the rights, privileges and restrictions attached to
Common Shares at Common law.
10,000,000 Preferred Shares without nominal or par
value (1,000,000 Kayty Inc.). The Preferred Shares
shall have attached thereto and be subject to the
following provisions.
(i) The Preferred Shares shall have preferred
rights as to dividends as determined by the
Directors of the Corporation in accordance
with clause (b) (ii) hereof:
(ii) The Preferred Shares may from time to time
be issued in one or more series, each
series to consist of such number of shares
as may before the issue thereof be
determined by the Directors who may by
resolution fix form time to time before the
Issue conditions and limitations attached
to the Preferred Shares of each series
including, without limiting the generality
of the foregoing, the rate and nature of
preferential dividends, the date of payment
thereof, the redemption price and
conditions of conversion, if any, and
voting rights, if any.
11. The issue, transfer of ownership of shares is/is not
restricted and the restrictions (if any) are as
follows:
There are none
12. Other provisions (if any):
There are none
13. The corporation has complied with subsection 179(3) of
the Business Corporation Act.
<PAGE>
14. The continuation of the corporation under the laws of
the Province of Ontario has been properly authorized
under the laws of the jurisdiction in which the
corporation was incorporated/amalgamated or previously
continued on
18 August 1987
--------------------------------------------------
(Day, Month, Year)
15. The corporation is to be continued under the Business
Corporations Act to the same extent as if it had been
incorporated thereunder.
There articles are signed in duplicate.
KAYTY EXPLORATION LTD.
----------------------
(Name of Corporation)
By/Par /s/ E. Roy Birkett
---------------------------------
(Signature)(Description of Office)
