ASTRIS ENERGI INC
20FR12G, EX-99, 2000-09-06
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                                                                     EXHIBIT 3.3


                                                                No.     20265278
                                                                   -------------

                                   CERTIFICATE

I hereby certify the registration this day of a certified copy of a Special
Resolution amending the provisions of the Memorandum of Association of KAYTY
EXPLORATION LTD., so as to increase its authorized capital:

FROM:     Twenty Thousand (20,000) shares without nominal or par value.


TO:       Twenty million (20,000,000) shares without nominal or par value.


BY:       The creation of Nineteen  Million Nine Hundred and Eighty thousand
          (19,980,000) shares without nominal or par value.


GIVEN UNDER HIS SEAL OF OFFICE AT EDMONTON, ALBERTA


THIS ninth DAY OF July  A.D. 19 81
     -----        -----        ----


                                             /s/  Name Illegible
                                        ---------------------------------------
                                        Office of the Registrar of Companies


                                                                         ALBERTA
                                                                    CONSUMER AND
                                                               CORPORATE AFFAIRS


<PAGE>


                      CERTIFIED COPY OF SPECIAL RESOLUTION
                             OF THE SHAREHOLDERS OF
                             KAYTY EXPLORATION LTD.


     I, the undersigned, being a Director of KAYTY EXPLORATION LTD., do hereby
certify that the following is a true copy of a Special resolution of the
Shareholders passed on the 19th day of March, A.D. 1981, and that the said
Special Resolution is now in full force and effect:

          RESOLVED as a Special Resolution that the Memorandum of Association of
     KAYTY EXPLORATION LTD. as filed with the Registrar of Companies on the 18th
     day of March, 1981, be amended as follows:

     1.   The authorized capital of the Company be increased from Twenty
     Thousand (20,000) shares without nominal or par value to Twenty Million
     (20,000,000) shares without nominal or par value by the creation of
     Nineteen Million Nine Hundred and Eighty Thousand (19,980,000) shares
     without nominal or par value.

     2.   Claus 4 of the Memorandum of Association be amended to read:

          4.   The authorized capital of the Company is Twenty Million
          (20,000,000) shares without nominal or par value. The capital of the
          Company may be increased, divided, converted, consolidated and dealt
          with in accordance with the law then prevailing or new capital may be
          issued having attached thereto any preferred, special, qualified, or
          deferred rights, privileges, conditions or restrictions, including any
          preference or priority in the payment of dividends or the distribution
          of assets, voting or otherwise, over any other shares whether common
          or preferred, and whether or not issued.

     DATED at the City of Calgary, in the Province of Alberta, this 19th day of
March, A.D. 1981.


                                        /s/ David H. McDermid
                                        ---------------------------------------
                                        David H. McDermid




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